485BXT 1 d23834.htm

As filed with the Securities and Exchange Commission on October 24, 2008

Securities Act File No. 333-103022

Investment Company Act File No. 0811-21295

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933				x
Pre-Effective Amendment No.				o
Post-Effective Amendment No. 81				x

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940				x
Amendment No. 82 (Check appropriate box or boxes)				x

JPMORGAN TRUST I

(Exact Name of Registrant Specified in Charter)

245 Park Avenue

New York, New York, 10167

(Address of Principal Executive Offices)

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

Frank J. Nasta, Esq.

J.P. Morgan Investment Management Inc.

245 Park Avenue

New York, NY 10167

(Name and Address of Agent for Service)

With copies to:
Elizabeth A. Davin JPMorgan Chase & Co. 1111 Polaris Parkway Columbus, OH 43240	Alan G. Priest, Esq. Ropes & Gray LLP One Metro Center 700 12th Street, N.W., Suite 900 Washington, D.C. 20005-3948

__________

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

o	immediately upon filing pursuant to paragraph (b)	x	on November 1, 2008, pursuant to paragraph (b).
o	60 days after filing pursuant to paragraph (a)(1)	o	on __________, pursuant to paragraph (a)(1).
o	75 days after filing pursuant to paragraph (a)(2)	o	on (date) pursuant to paragraph (a)(2).

If appropriate, check the following box:

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

This post-effective amendment is being filed to include prospectuses and statements of additional information (in two parts, Part I and Part II) relating to the Class R2 Shares of the JPMorgan Intrepid Growth Fund, JPMorgan Intrepid Value Fund, JPMorgan Intrepid America Fund, JPMorgan U.S. Equity Fund, JPMorgan U.S. Large Cap Core Plus Fund, JPMorgan Capital Growth Fund, JPMorgan Small Cap Equity Fund, 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, and JPMorgan SmartRetirement 2050 Fund (the “Funds”), each a series of JPMorgan Trust I. Except as otherwise specifically indicated, the amendment does not delete or supersede any prospectus or statement of additional information in any prior post-effective amendment.

PROSPECTUS NOVEMBER 1 , 2008

JPMorgan

U.S. Equity

Funds

Class R2 Shares

JPMorgan Capital Growth Fund
JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Value Fund
JPMorgan Large Cap Growth Fund
JPMorgan Large Cap Value Fund
JPMorgan Market Expansion Index Fund
JPMorgan Mid Cap Value Fund
JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Growth Fund
JPMorgan Small Cap Value Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Large Cap Core Plus Fund

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

CONTENTS

JPMorgan Capital Growth Fund					1
JPMorgan Intrepid America Fund					6
JPMorgan Intrepid Growth Fund					11
JPMorgan Intrepid Value Fund					16
JPMorgan Large Cap Growth Fund					21
JPMorgan Large Cap Value Fund					2 6
JPMorgan Market Expansion Index Fund					3 1
JPMorgan Mid Cap Value Fund					3 6
JPMorgan Small Cap Equity Fund					4 2
JPMorgan Small Cap Growth Fund					4 7
JPMorgan Small Cap Value Fund					5 2
JPMorgan U.S. Equity Fund					5 8
JPMorgan U.S. Large Cap Core Plus Fund					6 4
The Funds’ Management and Administration					70
How to Do Business with the Funds					7 4
Purchasing Fund Shares					7 4
12b-1 Fees					7 7
Networking and Sub-Transfer Agency Fees					7 7
Exchanging Fund Shares					7 7
Redeeming Fund Shares					7 7
Shareholder Information					7 9
Distributions and Taxes					7 9
Shareholder Statements and Reports					7 9
Availability of Proxy Voting Record					80
Portfolio Holdings Disclosure					80
Risk and Reward Elements for the Funds					8 1
Financial Highlights					8 7
Legal Proceedings and Additional Fee and Expense Information					8 8
How to Reach Us					Back cover

JPMorgan Capital Growth 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?

The Fund invests primarily in common stocks of mid cap companies which its adviser, J.P. Morgan Investment Management Inc. (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 stocks at the time of purchase. “Assets” means net assets, plus the amount of borrowings for investment purposes. Market capitalization is the total market value of a company’s shares.

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, for risk management and to increase the Fund’s income or gain.

For cash management or temporary defensive purposes, the Fund may invest any portion of its total 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 may engage in securities lending.

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 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.

The Fund’s Main Investment Risks

NOVEMBER 1, 2008 1

JPMorgan Capital Growth 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.

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 prices of 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.

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 potentially greater declines in value. 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.

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. Many derivatives will give rise to a form of leverage. As a result, the Fund may be more volatile than if the F und had not been leveraged because the leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. 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 may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns. Derivatives also expose the Fund to the credit risk of the derivative counterparty. In addition, the Fund may use derivatives for non-hedging purposes which increases the Fund’s potential for loss.

Securities Lending Risk. Securities lending involves counterparty risk, including the risk that the loaned securities may not be returned or returned in a timely manner and/or a loss of rights in the collateral if the borrower or the lending agent defaults. This risk is increased when the Fund’s loans are concentrated with a single or limited number of borrowers. In addition, the Fund bears the risk of loss in connection with its investments of the cash collateral it receives from the borrower. To the extent that the value or return of the Fund’s investments of the cash collateral declines below the amount owed to a borrower, the Fund may incur losses that exceed the amount it earned on lending the security. In situations where the adviser does not believe that it is prudent to sell the cash collateral investments in the market, the Fund may borrow money to repay the borrower the amount of cash collateral owed to the borrower upon return of the loaned securities. This will result in financial leverage, which may cause the Fund to be more volatile because financial leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

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. High rates of portfolio turnover may result in short-term capital gains that will generally be taxable to shareholders as ordinary income.

Temporary Defensive Position Risk. To respond to unusual circumstances, the Fund may invest up to 100% of its total 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 81 – 86 .

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.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns 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.

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

17.45

Worst Quarter

3rd quarter, 1998

–19.57

As of the date of this prospectus, the Class R2 Shares have not commenced operations and therefore, the performance shown is that of the Class A Shares from 1/1/06 to 12/31/07 and Select Class Shares prior to 1/1/06. The Class A Shares and Select Class Shares invest in the same portfolio of securities, but are not offered in this prospectus. The actual returns of Class R2 Shares would have been lower than the returns shown because Class R2 Shares have higher expenses.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –23.03 %.

NOVEMBER 1, 2008 3

JPMorgan Capital Growth Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGE S )

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	10.89	16.51	7.20

RUSSELL MIDCAP^® GROWTH INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	11.43	17.90	7.59

LIPPER MID-CAP GROWTH FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	21.41	17.93	7.78

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 Class R2 Shares

The expenses for Class R2 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 Class R2 assets)

“Other Expenses” are based on estimated amounts for the current 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 R2 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. 40 % of their average daily net assets through 10/31/09. 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 Class R2 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 R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
142				440				761				1,669

NOVEMBER 1, 2008 5

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, JPMIM, believes such companies offer attractive opportunities.

The Fund invests primarily in a broad portfolio of common stocks of companies within the Russell 1000 Index that the adviser believes are undervalued and/or have strong momentum. In identifying securities that have strong momentum, the adviser looks for securities which have prices that have been increasing and that the adviser believes will continue to increase. 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 may engage in securities lending.

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 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 their value or momentum characteristics. 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

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

6 JPMORGAN U.S. EQUITY FUNDS

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.

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 prices of 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 investments and could result in losses that significantly exceed the Fund’s original investment. Many derivatives will give rise to a form of leverage. As a result, the Fund may be more volatile than if the F und had not been leveraged because the leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities. 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 may not be successful, resulting in losses to the Fund, and the cost of hedging may reduce the Fund’s returns. Derivatives also expose the Fund to the credit risk of the derivative counterparty. 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 81 – 86 .

NOVEMBER 1, 2008 7

JPMorgan Intrepid America Fund (continued)

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s s hares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past four 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

4th quarter, 200 7

– 3.05

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –21.69 %.

8 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time for periods ended December 31, 2007*


CLASS A SHARES	(2.06	)	14.95

RUSSELL 1000^® INDEX^ˆ,3
(Reflects No Deduction for Fees, Expenses or Taxes)	5.77		14.88

LIPPER LARGE-CAP CORE FUNDS INDEX^ˆ,4
(Reflects No Deduction for Taxes)	6.63		12.90

As of the date of this prospectus, the Class R2 Shares have not commenced operations and therefore, the performance shown is that of the Class A Shares from 2/19/05 to 12/31/07 and Select Class Shares prior to 2/19/05. The Class A Shares and Select Class Shares invest in the same portfolio of securities, but are not offered in this prospectus. The actual returns of Class R2 Shares would have been lower than the returns shown because Class R2 Shares have higher expenses.

The Fund commenced operations on 2/28/03. Performance for the benchmarks is from 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.

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 Class R2 Shares

The expenses of Class R2 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 Class R2 assets)

Management Fees	0.65
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees	0.25
Other Expenses¹	0.14
Acquired Fund Fees and Expenses²	0.01
Total Annual Operating Expenses^3,4	1.55
Fee Waivers and Expense Reimbursements⁴	(0.04	)
Net Expenses⁴	1.51

“Other Expenses” have been calculated based on the actual other expenses 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 6/30/08. “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 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, Class B, 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 1.50% of their average daily net assets through 10/31/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 1.54% and Net Expenses would have been 1.50% of the average daily net assets for Class R2 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.

NOVEMBER 1, 2008 9

JPMorgan Intrepid America Fund (continued)

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
15 4				48 6				8 41				1,8 42

10 JPMORGAN U.S. EQUITY FUNDS

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 of companies within the Russell 1000 Growth Index that the adviser believes are undervalued and/or have strong momentum. In identifying securities that have strong momentum, the adviser looks for securities which have prices that have been increasing and that the adviser believes will continue to increase. 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.

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

The Fund may engage in securities lending.

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 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.

NOVEMBER 1, 2008 11

JPMorgan Intrepid Growth Fund (continued)

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 potentially greater declines in value. 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 cap 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.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

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 s hares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past four 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 RETURNS¹

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 9/30/08 was –22.07 %.

NOVEMBER 1, 2008 13

JPMorgan Intrepid Growth Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time for periods ended December 31, 2007*


CLASS A SHARES	5.05	13.83

RUSSELL 1000^® GROWTH INDEX^ˆ,3
(Reflects No Deduction for Fees, Expenses or Taxes)	11.81	13.23

LIPPER LARGE-CAP GROWTH FUNDS INDEX^ˆ,4
(Reflects No Deduction for Taxes)	14.97	13.30

The Fund commenced operations on 2/28/03. Performance for the benchmarks is from 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.

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.

Investors cannot invest directly in an index.

Investor Expenses for Class R2 Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 assets)

Management Fees	0.65
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees	0.25
Other Expenses¹	0.15
Total Annual Operating Expenses	1.55
Fee Waivers and Expense Reimbursements²	(0.05	)
Net Expenses²	1.50

“Other Expenses” are based on estimated amounts for the current 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 Class R2 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 1.50 % of their average daily net assets through 10/31/09. 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 Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
153				485				840				1,841

NOVEMBER 1, 2008 15

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 of companies within the Russell 1000 Value Index that the adviser believes are undervalued and/or have strong momentum. In identifying securities that have strong momentum, the adviser looks for securities which have prices that have been increasing and that the adviser believes will continue to increase. 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 may engage in securities lending.

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 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

16 JPMORGAN U.S. EQUITY FUNDS

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.

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.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

NOVEMBER 1, 2008 17

JPMorgan Intrepid Value Fund (continued)

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s s hares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past four 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 RETURNS¹

Best Quarter

4th quarter, 2004

10.25

Worst Quarter

4th quarter, 200 7

– 5.54

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –17.97 %.

18 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	(5.40	)	16.50

RUSSELL 1000^® VALUE INDEX^ˆ,3
(Reflects No Deduction for Fees, Expenses or Taxes)	(0.17	)	16.40

LIPPER LARGE-CAP VALUE FUNDS INDEX^ˆ,4
(Reflects No Deduction for Taxes)	2.46		14.69

The Fund commenced operations on 2/28/03. Performance for the benchmarks is from 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.

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.

Investors cannot invest directly in an index.

NOVEMBER 1, 2008 19

JPMorgan Intrepid Value Fund (continued)

Investor Expenses for Class R2 Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 assets)

Management Fees	0.65
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees	0.25
Other Expenses¹	0.27
Acquired Fund Fees and Expenses²	0.03
Total Annual Operating Expenses^3,4	1.70
Fee Waivers and Expense Reimbursements⁴	(0.17	)
Net Expenses⁴	1.53

“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, Class B, 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 1.50% of their average daily net assets through 10/31/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 1.67% and Net Expenses would have been 1.50% of the average daily net assets for Class R2 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 Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
1 56				51 9				907				1,9 94

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 may engage in securities lending.

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

NOVEMBER 1, 2008 21

JPMorgan Large Cap Growth 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 81 – 86 .

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.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns 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. 37

Worst Quarter

4th quarter, 2000

–19. 80

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –23.12 %.

NOVEMBER 1, 2008 23

JPMorgan Large Cap Growth Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	16.92	1 1.95	3.36

RUSSELL 1000^® GROWTH INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	11.81	12.11	3.83

LIPPER LARGE-CAP GROWTH FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	14.97	12.06	3.64

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.

^ˆ

Investors cannot invest directly in an index.

Investor Expenses for Class R2 Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 shares)

Management Fees	0.50
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees	0.25
Other Expenses¹	0.28

Total Annual Operating Expenses	1.53
Fee Waivers and Expense Reimbursements²	(0.04	)

Net Expenses²	1.49

“Other Expenses” are based on estimated amounts for the current 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 Class R2 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 1.49 % of their average daily net assets through 10/31/09. 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 Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
152				479				830				1,820

NOVEMBER 1, 2008 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 may engage in securities lending.

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.

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 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.

26 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.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

NOVEMBER 1, 2008 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.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns 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

17.3 6

Worst Quarter

3rd quarter, 2002

–20.7 8

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –23.38 %.

28 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	( 6.54	)	1 1.57	4.52

RUSSELL 1000^® VALUE INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	(0.17	)	14.63	7.68

LIPPER LARGE-CAP VALUE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	2.46		13.04	6.12

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.

^ˆ

Investors cannot invest directly in an index.

Investor Expenses for Class R2 Shares

The expenses of Class R2 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 Class R2 assets)

“Other Expenses” are based on estimated amounts for the current fiscal year.

NOVEMBER 1, 2008 29

JPMorgan Large Cap Value Fund (continued)

Example

The example below is intended to help you compare the cost of investing in Class R2 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 R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
136				425				734				1,613

30 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Market Expansion Index Fund

What is the goal of the Fund?

The 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 & Poor’s SmallCap 600 Index (S&P SmallCap 600) and the Standard & Poor’s MidCap 400 Index (S&P MidCap 400).¹

What are the Fund’s main investment strategies?

The Fund invests 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 indexes. Because the Fund uses an enhanced index strategy, not all of the stocks in the indexes are included in the Fund and the Fund’s position in an individual stock may be overweighted or underweighted when compared to the indexes. Nonetheless, the Fund, under normal circumstances, will hold 80% or more of the stocks in the combined indexes in order to closely replicate the performance of the combined indexes. The Fund seeks to achieve a correlation between the performance of its portfolio and that of the indexes of at least 0.95, without taking into account the Fund’s expenses. Perfect correlation would be 1.00.

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 may also hold up to 10% of its total assets in cash and cash equivalents, including affiliated money market funds, high-quality money market instruments and repurchase agreements; this is in addition to assets held for derivative margin deposits or other segregated accounts.

The Fund may engage in securities lending.

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

“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.

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

Because the Fund uses an enhanced index strategy and does not hold all of the stocks in the indexes, the adviser, JPMIA, uses a quantitative process to select the Fund’s portfolio securities. This process overweights inexpensive stocks with improving fundamental characteristics and underweights expensive stocks that have deteriorating fundamental characteristics. The Fund seeks to closely track the sector and industry weights within the combined indexes.

A previously attractive stock is pared back or sold when the combined perspective on valuation and fundamentals is no longer favorable.

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.

NOVEMBER 1, 2008 31

JPMorgan Market Expansion Index Fund (continued)

particular, the prices of 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.

Index Investing Risk. The Fund attempts to track the performance of a market capitalization - weighted combination of the S&P Small Cap 600 and the S&P MidCap 400. Therefore, securities may be purchased, retained and sold by the Fund at times when an actively managed fund would not do so. If the value of securities that are heavily weighted in the index changes, you can expect a greater risk of loss than would be the case if the Fund were not fully invested in such securities.

Smaller Cap Company Risk. Investments in mid cap and small cap companies may be riskier than investments in larger, more established 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. This may cause unexpected and frequent decreases in the value of the Fund’s investments.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

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.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past nine calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and the life of the Fund. It compares that performance to the S&P 1000 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

2nd quarter, 2003

18.4 0

Worst Quarter

3rd quarter, 2002

–17.7 0

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –12.83 %.

NOVEMBER 1, 2008 33

JPMorgan Market Expansion Index Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	(2.41	)	1 4.56	9.58

S&P 1000 INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	6.12		11.31	4.11

LIPPER MID-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	6.34		15.80	9.48

The S&P 1000 Index is an unmanaged index generally representative of the performance of the small and mid-size companies in the U.S. stock market. The S&P 1000 Index is a combination of the S&P MidCap 400 Index and the S&P SmallCap 600 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 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.

^ˆ

Investors cannot invest directly in an index.

Investor Expenses for Class R2 Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 assets)

Management Fees	0.25
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees	0.25
Other Expenses¹	0.19
Acquired Fund Fees and Expenses²	0.01
Total Annual Operating Expenses^3,4	1.20
Fee Waivers and Expense Reimbursements⁴	(0.12	)
Net Expenses⁴	1.08

“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, Class B, 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 1.07% of their average daily net assets through 10/31/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 1.19% and Net Expenses would have been 1.07% of the average daily net assets for Class R2 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.

34 JPMORGAN U.S. EQUITY FUNDS

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of the Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
1 10				36 9				64 8				1,4 44

NOVEMBER 1, 2008 35

JPMorgan Mid Cap Value Fund

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 may engage in securities lending.

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.

The Fund’s Main Investment Risks

36 JPMORGAN U.S. EQUITY FUNDS

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

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 underlying loans may be subject to the risks of default or of prepayments that occur earlier or later than expected, and such loans may also include so-called “sub-prime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and, with respect to REITs, the management skill and creditworthiness of the issuer. 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. The Fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the Fund.

NOVEMBER 1, 2008 37

JPMorgan Mid Cap Value Fund (continued)

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

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.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns over 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

4th quarter, 1998

17.96

Worst Quarter

3rd quarter, 1998

–11.06

As of the date of this prospectus, the Class R2 Shares have not commenced operations and therefore, the performance shown is that of the Class A Shares from 1/1/02 to 12/31/07 and the Institutional Class Shares prior to 1/1/02. Class A Shares and Institutional Class Shares invest in the same portfolio of securities but are not offered in this prospectus. The actual returns of Class R2 Shares would have been lower than the returns shown because Class R2 Shares have higher expenses.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –14.74 %.

NOVEMBER 1, 2008 39

JPMorgan Mid Cap Value Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	(3.02	)	1 4.04	1 4.87

RUSSELL MIDCAP^® VALUE INDEX^{ˆ, 1}
(Reflects No Deduction for Fees, Expenses or Taxes)	(1.42	)	17.92	10.18

LIPPER MID-CAP VALUE FUNDS INDEX^{ˆ, 2}
(Reflects No Deduction for Taxes)	3.62		16.73	9.16

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.

As of the date of this prospectus, the Class R2 Shares have not commenced operations and therefore, the performance shown is that of the Class A Shares from 4/30/01 to 12/31/07 and Institutional Class Shares prior to 4/30/01. Class A and Institutional Class Shares invest in the same portfolio of securities but are not offered in this prospectus. During these periods, the actual returns of Class R2 Shares would have been lower than the returns shown because Class R2 Shares have higher expenses.

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.

40 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Class R2 Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 assets)

Management Fees	0.65
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees	0.25
Other Expenses¹	0.27
Total Annual Operating Expenses	1.67
Fee Waivers and Expense Reimbursements²	(0.17	)
Net Expenses²	1.50

“Other Expenses” are based on estimated amounts for the current fiscal year.

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
153				510				891				1,962

NOVEMBER 1, 2008 41

JPMorgan Small Cap Equity 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^® 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 may engage in securities lending.

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 process that combines research, valuation and stock selection to identify quality small cap companies. The adviser looks 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.

42 JPMORGAN U.S. EQUITY FUNDS

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. This may cause unexpected and frequent decreases in the value of the Fund’s investments.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

NOVEMBER 1, 2008 43

JPMorgan Small 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 Class R2 Shares had not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns 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

19.38

Worst Quarter

3rd quarter, 1998

–21.13

1The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –10.36 %.

44 JPMORGAN U.S. EQUITY FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	(1.88	)	17.55	8.85

RUSSELL 2000^® INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	(1.57	)	16.25	7.08

LIPPER SMALL-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	1.92		15.76	8.34

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.

Investors cannot invest directly in an index.

NOVEMBER 1, 2008 45

JPMorgan Small Cap Equity Fund (continued)

Investor Expenses for Class R2 Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 assets)

Management Fees					0.65
Distribution (Rule 12b-1) Fees					0.50
Shareholder Service Fees					0.25
Other Expenses¹					0.25
Acquired Fund Fees and Expenses²					0.01
Total Annual Operating Expenses^3,4					1.66
Fee Waivers and Expense Reimbursements⁴					(0.02 )
Net Expenses⁴					1.64

“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 of Class R2 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 1.63 % of the average daily net assets through 10/31/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 1.65 % and the Net Expenses would have been 1.63% of the average daily net assets for Class R2 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 Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
167				521				900				1,964

46 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 may engage in securities lending.

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.

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

NOVEMBER 1, 2008 47

JPMorgan Small Cap Growth Fund (continued)

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

48 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.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns 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

4th quarter, 2001

17.35

Worst Quarter

3rd quarter, 1998

–22.19

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –23.37 %.

NOVEMBER 1, 2008 49

JPMorgan Small Cap Growth Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGE S )

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	6.45	1 6.23	7.44

RUSSELL 2000^® GROWTH INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	7.05	16.50	4.32

LIPPER SMALL-CAP GROWTH FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	9.68	15.44	6.79

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 Class R2 Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 assets)

Management Fees	0.65
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees	0.25
Other Expenses¹	0.24
Total Annual Operating Expenses	1.64
Fee Waivers and Expense Reimbursements²	(0.14	)
Net Expenses²	1.50

“Other Expenses” are based on estimated amounts for the current 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 Class R2 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 1.50 % of their average daily net assets through 10/31/09. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

50 JPMORGAN U.S. EQUITY FUNDS

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
153				504				879				1,932

NOVEMBER 1, 2008 51

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 may engage in securities lending.

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.

52 JPMORGAN U.S. EQUITY FUNDS

The Fund’s Main Investment Risks

NOVEMBER 1, 2008 53

JPMorgan Small Cap Value Fund (continued)

earned on lending the security. In situations where the adviser does not believe that it is prudent to sell the cash collateral investments in the market, the Fund may borrow money to repay the borrower the amount of cash collateral owed to the borrower upon return of the loaned securities. This will result in financial leverage, which may cause the Fund to be more volatile because financial leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

54 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.* Because the Class R2 Shares had not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns 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

21.3 5

Worst Quarter

3rd quarter, 1998

–24.0 9

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –5.89 %.

NOVEMBER 1, 2008 55

JPMorgan Small Cap Value Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	( 12.10	)	1 3.05	8.49

RUSSELL 2000^® VALUE INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	(9.78	)	15.80	9.06

LIPPER SMALL-CAP VALUE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	(4.57	)	16.41	9.40

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.

56 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Class R2 Shares

The expenses for Class R2 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 Class R2 assets)

Management Fees					0.65
Distribution (Rule 12b-1) Fees					0.50
Shareholder Service Fees					0.25
Other Expenses¹					0.26
Acquired Fund Fees and Expenses²					0.01
Total Annual Operating Expenses^3,4					1.67
Fee Waivers and Expense Reimbursements⁴					0.16
Net Expenses⁴					1.51

“Other Expenses” are based on estimated amounts for the current fiscal year.

JPMIA, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent total annual operating expenses of Class R2 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 1.50 % of the average daily net assets through 10/31/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 1.66 % and the Net Expenses would have been 1.50% of the average daily net assets for Class R2 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 Class R2 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 10/31/09 , and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
154				511				892				1,963

NOVEMBER 1, 2008 57

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 may engage in securities lending.

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.

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 to be overvalued. Along with attractive valuation, the adviser often considers a number of other criteria:

58 JPMORGAN U.S. EQUITY FUNDS

•

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

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.

NOVEMBER 1, 2008 59

JPMorgan U.S. Equity Fund (continued)

collateral it receives from the borrower. To the extent that the value or return of the Fund’s investments of the cash collateral declines below the amount owed to a borrower, the Fund may incur losses that exceed the amount it earned on lending the security.

ETF and Investment Company Risk. The Fund may invest in shares of another investment company. 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. The price movement of an ETF may not track the underlying index and may result in a loss.

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, currency fluctuations, 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.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

60 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.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns 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. 33

Worst Quarter

3rd quarter, 2002

–18. 26

As of the date of this prospectus, the Class R2 Shares have not commenced operations and therefore, the performance shown is that of the Class A Shares of the Fund, which invest in the same portfolio of securities. Class A Shares are not offered in this prospectus. Prior to a merger effective 9/7/01, the Fund operated in a master-feeder structure. The Fund’s performance for the period from 9/15/00 to 9/10/01 before the Class A Shares were launched on 9/10/01 is based on the performance of the adviser feeder that was merged out of existence (whose investment program was identical to the investment program of the Class A Shares). Returns for the period from 1/1/98 to 9/15/00 reflect the performance of the retail feeder (whose investment program was identical to the investment program of Class A Shares). During these periods, the actual returns of Class R2 Shares would have been lower than shown because the Class R2 Shares have higher expenses than Class A Shares and the above-referenced predecessor.

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –17.95 %.

NOVEMBER 1, 2008 61

JPMorgan U.S. Equity Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	4.31	12.72	4.81

S&P 500 INDEX^ˆ,1
(Reflects No Deduction for Fees, Expenses or Taxes)	5.49	12.83	5.91

LIPPER LARGE-CAP CORE FUNDS INDEX^ˆ,2
(Reflects No Deduction for Taxes)	6.63	11.55	5.23

As of the date of this prospectus, the Class R2 Shares have not commenced operations and therefore, the performance shown is that of the Class A Shares of the Fund, which invest in the same portfolio of securities. Class A Shares are not offered in this prospectus. 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 before the Class A Shares were launched on 9/10/01 is based on the performance of the adviser feeder that was merged out of existence (whose investment program was identical to the investment program of the Class A Shares). Returns for the period from 1/1/98 to 9/15/00 reflect the performance of the retail feeder (whose investment program was identical to the investment program of Class A Shares). During these periods, the actual returns of Class R2 Shares would have been lower than shown because the Class R2 Shares have higher expenses than Class A Shares and the above-referenced predecessor.

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.

^ˆInvestors cannot invest directly in an index.

Investor Expenses for Class R2 Shares

ANNUAL OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 assets)


Management Fees	0.40
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees	0.25
Other Expenses¹	0.17

Total Annual Operating Expenses	1.32
Fee Waivers and Expense Reimbursements²	(0.02	)

Net Expenses²	1.30

“Other Expenses” are based on estimated amounts for the current 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 R2 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 1.30 % of their average daily net assets through 10/31/09. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

62 JPMORGAN U.S. EQUITY FUNDS

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
132				416				722				1,588

NOVEMBER 1, 2008 63

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 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.

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.

64 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, 2008 65

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, and using leverage could result in a net loss on your investment.

Risk/Return Summary

For a more detailed discussion of the Fund’s main risks, as well as Fund strategies, please see pages 81 – 86 .

66 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.* Because the Class R2 Shares had not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Class A Shares has varied from year to year over the past two 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 the life of the Fund. It compares that performance to the S&P 500 Index, a broad-based securities market index, and the Lipper Extended U.S. Large Cap Core Funds Average, an index based on the total return of certain mutual funds within the Fund’s designated category as determined by Lipper. The performance is also compared to the Lipper Long/Short Equity Funds Average, the Fund’s former Lipper benchmark.

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, 200 7

8. 54

Worst Quarter

4th quarter, 200 7

– 2.30

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –18.08 %.

NOVEMBER 1, 2008 67

JPMorgan U.S. Large Cap Core Plus Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2007*


CLASS A SHARES	7.63	15.71

S&P 500 INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.49	10.10

LIPPER EXTENDED U.S. LARGE CAP CORE FUNDS AVERAGE^ˆ,3
(Reflects No Deduction for Taxes)	3.95	11.72

LIPPER LONG/SHORT EQUITY FUNDS AVERAGE^ˆ,3
(Reflects No Deduction for Taxes)	3. 77	9.60

The Fund commenced operations on 11/1/05. Performance for the benchmarks is from 10/31/05.

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 benchmarks includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. The Fund’s benchmark has changed from the Lipper Long/Short Equity Funds Average to the Lipper Extended U.S. Large Cap Core Funds Average because Lipper independently redesignated the Fund’s peer group as “Extended U.S. Large Cap Core Funds.”

Investors cannot invest directly in an index.

68 JPMORGAN U.S. EQUITY FUNDS

Investor Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)

(Expenses that are deducted from Class R2 assets)


Management Fees		1.00
Distribution (Rule 12b-1) Fees		0.50
Shareholder Service Fees		0.25
Other Expenses¹
Dividend Expenses on Short Sales	0.32
Remainder of Other Expenses	0.14
Total Other Expenses		0.46
Acquired Fund Fees and Expenses²		0.01

Total Annual Operating Expenses^3,4		2.22
Fee Waivers and Expense Reimbursements⁴		(0.24 )

Net Expenses⁴		1.98

“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 of Class R2 Shares (excluding Acquired Fund Fees and Expenses, D ividend E xpenses on S hort S ales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceeds 1. 65 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the D ividend E xpenses on S hort S ales and the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses and the Net Expenses would have been 1.89 % and 1.65 %, respectively , of the average daily net assets of the Class R2 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 Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
202				671				1,168				2,536

NOVEMBER 1, 2008 69

The Funds’ Management and Administration

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

Capital Growth Fund

Intrepid America Fund

Intrepid Growth Fund

Intrepid Value Fund

Small Cap Equity Fund

U.S. Equity Fund

U.S. Large Cap Core Plus Fund

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

Large Cap Growth Fund

Large Cap Value Fund

Market Expansion Index Fund

Small Cap Growth Fund

Small Cap Value Fund

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

The trustees of each trust and the directors of JPMFMFG are responsible for overseeing all business activities of their respective Funds.

Each of the Funds operates in a multiple class structure. A multiple class fund is an open-end investment company that issues two or more classes of 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 several of the Funds and each makes day-to-day investment decisions for the Funds which it advises. JPMIM is the investment adviser to the JPMT I Funds and Mid Cap Value Fund, and JPMIA is the investment adviser to the JPMT II Funds.

JPMIM is a wholly-owned subsidiary of J.P. Morgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company. 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 6/30/08, JPMIM or JPMIA were paid management fees (net of waivers), as shown below, as a percentage of average daily net assets:

JPMorgan Capital Growth Fund				0.40 %
JPMorgan Intrepid America Fund				0.65
JPMorgan Intrepid Growth Fund				0.65
JPMorgan Intrepid Value Fund				0.59
JPMorgan Large Cap Growth Fund				0.50
JPMorgan Large Cap Value Fund				0.40
JPMorgan Market Expansion Index Fund				0.25
JPMorgan Mid Cap Value Fund				0.53
JPMorgan Small Cap Equity Fund				0.55
JPMorgan Small Cap Growth Fund				0.65
JPMorgan Small Cap Value Fund				0.65
JPMorgan U.S. Equity Fund				0.40
JPMorgan U.S. Large Cap Core Plus Fund				0.68

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

THE PORTFOLIO MANAGERS

Capital 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.

70 JPMORGAN U.S. EQUITY FUNDS

Intrepid America Fund, Intrepid Growth Fund and the Intrepid Value Fund

JPMorgan Chase began managing behavioral finance strategies in 1993 and now employs over 50 investment professionals worldwide who are dedicated to the strategy, including a large team allocated to the U.S. marketplace. There are common principles and processes employed across many of the strategies and the collective knowledge is an asset to all of our behavioral finance products.

Christopher T. Blum, Managing Director of JPMIM and a CFA charterholder, has been the Chief Investment Officer of the U.S. Behavioral Finance Group since 2008 . As such, he is responsible for the JPMorgan Intrepid strategies, including the Funds, and for the behavioral small cap strategies. Prior to his present role, Mr. Blum has worked as a portfolio manager for JPMIM or its affiliates since 2001 when he joined the firm.

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 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 in technology and telecommunications.

Large Cap Value Fund

Alan Gutmann, Vice President of JPMIM, serves as the portfolio manager for the Fund. He 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 Berman in 2002, at First Manhattan Co. in 2001 and at Oppenheimer Capital from 1991 until 2000.

Market Expansion Index Fund

The Fund is managed by the Quantitative Team which is led by Bala Iyer, Ph.D., CFA. Michael Loeffler, CFA, assists Dr. Iyer in the management of the Fund. Dr. Iyer has served as the director of quantitative research for JPMIA since 1995. Michael Loeffler, CFA, assists Dr. Iyer in the day-today management of the Fund, a position he has held since January 2004. Mr. Loeffler has been employed by JPMIA since 1999 when he joined as an investment operations analyst.

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 Equity Fund

The portfolio management team is led by Glenn Gawronski, Managing Director 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 2004 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. San Jose has been an analyst with the U.S. Small Cap Equity Group since 2004 and a portfolio manager since 2007. An employee since 2000, Mr. San Jose was an analyst in JPMorgan Securities’ equity research department before joining the small cap group. Information on Mr. Jones is discussed earlier in this section.

NOVEMBER 1, 2008 71

The Funds’ Management and Administration (continued)

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. Information on Mr. Jones is discussed earlier in this section.

Small Cap Value Fund

Christopher Blum, Managing Director of JPMIM, and Dennis Ruhl, Vice President of JPMIM and a CFA charterholder, serve as portfolio managers of the Fund. Information about Mr. Blum is discussed earlier in this section. Mr. Ruhl is the head of the U.S. Behavioral Finance Small Cap Equity Group. He has worked as a portfolio manager for JPMIM or its affiliates since 2001 and has been employed with the firm since 1999.

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. Large Cap Core Plus Fund

The Fund is managed by Thomas Luddy, Managing Director JPMIM, and Susan Bao, Vice President of JPMIM. Information about Mr. Luddy and Ms. Bao is discussed earlier in this section.

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 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 of such Funds over $25 billion.

The Funds’ Shareholder Servicing Agent

The trusts and the corporation, 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 up to 0.25% of the average daily net assets of the Class R2 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.

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

72 JPMORGAN U.S. EQUITY FUNDS

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.

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How to Do Business with the Funds

PURCHASING FUND SHARES

Who can buy shares?

Class R2 Shares of the Funds may be purchased by retirement plans. Retirement plans that are eligible to purchase shares only include group employer-sponsored 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans and nonqualified deferred compensation plans. To be eligible, shares must be held through plan level or omnibus accounts held on the books of the Fund.

Class R2 Shares generally are not available to non-retirement accounts, traditional and Roth Individual Retirement Accounts (IRAs), Coverdell Education Savings accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 401(k) plans, individual 403(b) plans and 529 college savings plans.

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. 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 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 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

74 JPMORGAN U.S. EQUITY FUNDS

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.

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,

Purchase, 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 JPMorgan Funds’ Boards. 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 a Fund. 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’ Boards, 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.

NOVEMBER 1, 2008 75

How to Do Business with the Funds (continued)

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.

How do I open an account?

Read the prospectus carefully, and select the Fund or Funds most appropriate for you. The Funds 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.

Decide how much you want to invest.

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 less any applicable redemption fee.

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-R2)
Your Fund Number & Account Number
    (ex: FUND 123-ACCOUNT 123456789)
Your Account Registration
    (EX: XYZ CORPORATION)

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

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

76 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:

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-R2)
Your Fund Number & Account Number
    (EX: FUND 123-ACCOUNT 123456789)
Your Account Registration
    (EX: XYZ CORPORATION)

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

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

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

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.

Class R2 Shares pay an annual Rule 12b-1 fee of 0.50% of the average daily net assets of each Fund attributable to Class R2 Shares.

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, 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?

Class R2 Shares may not be exchanged for other JPMorgan Funds or other classes of the Fund. If an individual plan participant would like to rollover their interest in Fund shares into an IRA, they can rollover into the Fund’s Class A Shares or into another available class in which they are eligible to invest.

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 received by a Fund or the 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 must be in good order and supported by all appropriate documentation and information in proper form. The Funds may refuse to honor incomplete redemption orders.

NOVEMBER 1, 2008 77

How to Do Business with the Funds (continued)

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 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 a Fund or Financial Intermediary receives 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 received in good order.

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

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.

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.

78 JPMORGAN U.S. EQUITY FUNDS

Shareholder Information

DISTRIBUTIONS AND TAXES

Each Fund intends to elect to be treated and qualify each year as a regulated investment company. A regulated investment company is not subject to tax at the corporate level on income and gain from investments that are distributed to shareholders. A Fund’s failure to qualify as a regulated investment company would result in corporate-level taxation and, consequently, a reduction in income available for distribution to shareholders.

Each Fund can earn income and realize capital gain. Each Fund deduct s any expenses and then pay out these earnings, if any, to shareholders as distributions.

The Capital Growth, Intrepid America, Intrepid Growth, Mid Cap Value, Small Cap Equity and U.S. Large Cap Core Plus Funds generally distribute net investment income, if any, at least annually. The Intrepid Value, Large Cap Growth, Large Cap Value, Market Expansion Index, Small Cap Growth, Small Cap Value and U.S. Equity Funds generally distribute net investment income, if any, at least quarterly. The Funds will distribute their net realized capital gain s, if any, at least annually. For each taxable year, each Fund will distribute substantially all of its net investment income and net realized capital gain s .

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.

Distributions by a Fund to retirement plans and other entities that qualify for tax-exempt treatment under federal income tax laws generally 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 investment 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 .

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.

Please see the Statement of Additional Information for additional discussion of the tax consequences of the above-described and other investments to a Fund and its shareholders.

The dates on which dividends and capital gain, if any, 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 accounts currently taxable to investors or that are currently taxable on their income.

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

NOVEMBER 1, 2008 79

Shareholder Information (continued)

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 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

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, from time to time, each Fund may post portfolio holdings on the JPMorgan Funds’ website on a more timely basis.

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 portfolio holdings and the percentage that each of these 10 largest portfolio holdings represent s 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.

80 JPMORGAN U.S. EQUITY FUNDS

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 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 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 total 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, 2008 81

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 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 management’s analysis proves correct • Derivatives that involve leverage could generate substantial gains at low cost	• The Funds use derivatives 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 Large Cap Value Fund, U.S. Equity Fund and U.S. 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 the U.S. Large Cap Core Plus Fund, they do not use them for the specific purpose of leveraging their portfolio s • 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.

82 JPMORGAN U.S. EQUITY FUNDS

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Short selling by 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 securities at the time of the short sale	• A Fund could make money and protect against losses if management’s 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	• 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

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	• Investments in other investment companies h elp 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) • 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 a Fund’s 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

NOVEMBER 1, 2008 83

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 (10% of the net assets for the Market Expansion Index 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

84 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

Securities lending²
• 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 • 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

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

The U.S. Large Cap Core Plus Fund does not engage in securities lending.

NOVEMBER 1, 2008 85

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 desire d	• 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 may borrow from banks as permitted by law

Short-term trading
• Increased trading w ould raise a Fund’s transaction costs • Increased short-term capital gain distributions w ould raise shareholders’ income tax liability. Such an increase in transaction costs and/or tax liability, if not offset by gain from short-term trading, would reduce a Fund’s returns	• A Fund could realize gain in a short period of time • A Fund 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

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

86 JPMORGAN U.S. EQUITY FUNDS

Financial Highlights

This section would ordinarily include Financial Highlights. The Financial Highlights table is intended to help you understand a Fund’s performance for a Fund’s period of operations. Because the Class R2 Shares had not yet commenced operations as of the date of this prospectus, no financial highlights are shown.

NOVEMBER 1, 2008 87

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.

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 settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The 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.

88 JPMORGAN U.S. EQUITY FUNDS

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 or 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 reimbursements to achieve the Reduced Rates or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM, JPMIA and/or their affiliates, as applicable.

REDUCED RATE FUNDS

				Class				Net Expense Ratio %				Gross Expense Ratio %
Large Cap Value Fund				R2					1.34				1.34
U.S. Equity Fund				R2					1.30				1.32

NON-REDUCED RATE FUNDS

	Class
Large Cap Growth Fund	R2	1.49	1.53
Market Expansion Index Fund	R2	1.0 8	1. 20
Small Cap Growth Fund	R2	1.50	1.64
Small Cap Value Fund	R2	1.51	1.67

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 11/1/08, 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 12 month period (year) ended October 31 would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each 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, 2008 89

Legal Proceedings and Additional Fee and Expense Information (continued)

Reduced Rate Funds

JPMorgan Large Cap Value Fund

	Class R2
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2009	$	136		5.00	%		3.66	%		3.66	%
October 31, 2010		141		10.25			7.45			3.66
October 31, 2011		147		15.76			11.39			3.66
October 31, 2012		152		21.55			15.46			3.66
October 31, 2013		158		27.63			19.69			3.66
October 31, 2014		163		34.01			24.07			3.66
October 31, 2015		169		40.71			28.61			3.66
October 31, 2016		175		47.75			33.32			3.66
October 31, 2017		182		55.13			38.20			3.66
October 31, 2018		189		62.89			43.26			3.66

JPMorgan U.S. Equity Fund

	Class R2
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2009	$	132		5.00	%		3.70	%		3.70	%
October 31, 2010		139		10.25			7.52			3.68
October 31, 2011		145		15.76			11.47			3.68
October 31, 2012		150		21.55			15.57			3.68
October 31, 2013		155		27.63			19.83			3.68
October 31, 2014		161		34.01			24.24			3.68
October 31, 2015		167		40.71			28.81			3.68
October 31, 2016		173		47.75			33.55			3.68
October 31, 2017		180		55.13			38.46			3.68
October 31, 2018		186		62.89			43.56			3.68

Non-Reduced Rate Funds

JPMorgan Large Cap Growth Fund

	Class R2
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2009	$	152		5.00	%		3.51	%		3.51	%
October 31, 2010		161		10.25			7.10			3.47
October 31, 2011		167		15.76			10.82			3.47
October 31, 2012		172		21.55			14.66			3.47
October 31, 2013		178		27.63			18.64			3.47
October 31, 2014		185		34.01			22.76			3.47
October 31, 2015		191		40.71			27.02			3.47
October 31, 2016		198		47.75			31.43			3.47
October 31, 2017		205		55.13			35.99			3.47
October 31, 2018		212		62.89			40.71			3.47

90 JPMORGAN U.S. EQUITY FUNDS

JPMorgan Market Expansion Index Fund

	Class R2
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2009	$	110		5.00	%		3.92	%		3.92	%
October 31, 2010		127		10.25			7.87			3.80
October 31, 2011		132		15.76			11.97			3.80
October 31, 2012		137		21.55			16.22			3.80
October 31, 2013		142		27.63			20.64			3.80
October 31, 2014		148		34.01			25.22			3.80
October 31, 2015		153		40.71			29.98			3.80
October 31, 2016		159		47.75			34.92			3.80
October 31, 2017		165		55.13			40.05			3.80
October 31, 2018		171		62.89			45.37			3.80

JPMorgan Small Cap Growth Fund

	Class R2
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2009	$	153		5.00	%		3.50	%		3.50	%
October 31, 2010		173		10.25			6.98			3.36
October 31, 2011		178		15.76			10.57			3.36
October 31, 2012		184		21.55			14.29			3.36
October 31, 2013		191		27.63			18.13			3.36
October 31, 2014		197		34.01			22.10			3.36
October 31, 2015		204		40.71			26.20			3.36
October 31, 2016		210		47.75			30.44			3.36
October 31, 2017		218		55.13			34.82			3.36
October 31, 2018		225		62.89			39.35			3.36

JPMorgan Small Cap Value Fund

	Class R2
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
October 31, 2009	$	154		5.00	%		3.49	%		3.49	%
October 31, 2010		176		10.25			6.94			3.33
October 31, 2011		182		15.76			10.50			3.33
October 31, 2012		188		21.55			14.18			3.33
October 31, 2013		194		27.63			17.98			3.33
October 31, 2014		200		34.01			21.91			3.33
October 31, 2015		207		40.71			25.97			3.33
October 31, 2016		214		47.75			30.16			3.33
October 31, 2017		221		55.13			34.50			3.33
October 31, 2018		228		62.89			38.97			3.33

NOVEMBER 1, 2008 91

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
1-202-942-8090
Email: publicinfo@sec.gov

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

Investors may obtain information about the Securities Investor Protection Corporation (SIPC), including the SIPC brochure by visiting www.sipc.org or by calling SIPC at 202-371-8300.

Investment Company Act File No. for Capital Growth Fund, Intrepid America Fund, Intrepid Growth Fund, Intrepid Value Fund, Small Cap Equity Fund, US Equity Fund and US Large Cap Core Plus is 811-21295

Investment Company Act File No. for Market Expansion Index Fund, Large Cap Growth Fund , Large Cap Value Fund, Small Cap Growth Fund and Small Cap Value Fund is 811-4236

Investment Company Act File No. for Mid Cap Value Fund is 811-8189

PR-EQR2-1108

PROSPECTUS NOVEMBER 1, 2008

JPMorgan

SmartRetirement

Funds

Class R2 Shares

JPMorgan SmartRetirement Income Fund^®
JPMorgan SmartRetirement 2010 Fund^SM
JPMorgan SmartRetirement 2015 Fund^SM
JPMorgan SmartRetirement 2020 Fund^SM
JPMorgan SmartRetirement 2025 Fund^SM
JPMorgan SmartRetirement 2030 Fund^SM
JPMorgan SmartRetirement 2035 Fund^SM
JPMorgan SmartRetirement 2040 Fund^SM
JPMorgan SmartRetirement 2045 Fund^SM
JPMorgan SmartRetirement 2050 Fund^SM

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					8
JPMorgan SmartRetirement 2015 Fund					15
JPMorgan SmartRetirement 2020 Fund					22
JPMorgan SmartRetirement 2025 Fund					29
JPMorgan SmartRetirement 2030 Fund					34
JPMorgan SmartRetirement 2035 Fund					41
JPMorgan SmartRetirement 2040 Fund					46
JPMorgan SmartRetirement 2045 Fund					53
JPMorgan SmartRetirement 2050 Fund					58
More About the Funds					63
Principal Investment Strategies					63
Temporary Defensive Positions					72
Portfolio Turnover					72
How to Do Business with the Funds					73
Purchasing Fund Shares					73
Rule 12b-1 Fees					76
Shareholder Servicing Fees					76
Networking and Sub-Transfer Agency Fees					76
Exchanging Fund Shares					76
Redeeming Fund Shares					76
Shareholder Information					79
Distributions and Taxes					79
Shareholder Statements and Reports					80
Availability of Proxy Voting Record					80
Portfolio Holdings Disclosure					80
Management of the Funds					81
The Adviser, Administrator and Distributor					81
Advisory Fees					81
Additional Compensation to Financial Intermediaries					81
The Fund Managers					81
Financial Highlights					82
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					83
Appendix A — Underlying Funds					84
How to Reach Us					Back 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 c ombination 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, 2008 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.

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 the exemptive relief obtained from the Securities and Exchange Commission (“SEC”), the Fund may invest directly in securities and other financial instruments , including derivatives , such as futures and swaps , to gain exposure to or 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.”

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.

The Fund’s Main Investment Risks

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.

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, 2008 1

JPMorgan SmartRetirement Income Fund (continued)

increases. Securities with greater interest rate sensitivity and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value. 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 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. These securities are subject to greater risk of loss, greater sensitivity to interest rate and economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. The market price of these securities can change suddenly and unexpectedly.

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, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the underlying funds’ portfolios 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 underlying funds invest) may decline over short or extended periods of time. When the value of the underlying funds’ securities goes down, your investment in the Fund could decrease in value.

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. The value of real estate securities in general, and REITs in particular, is 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 underlying loans may be subject to the risks of default or of prepayments that occur earlier or later than expected, and such loans may also include so-called “sub-prime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property, interest rates and, with respect to REITs, the management skill and creditworthiness of the issuer. 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. An underlying fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the underlying fund.

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. 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, the changes in value of their securities may be more sudden or erratic than in large capitalization companies, 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. 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 profits in the foreseeable future.

Foreign Securities and Emerging Market Risks. Because the underlying funds may invest in securities of foreign issuers, investments in the underlying funds are subject to special risks in addition to those of U.S. investments. These risks include political and economic risks, greater volatility, currency fluctuations, higher transaction costs, delayed settlement, possible foreign controls on investment, and less stringent investor protection and disclosure standards of foreign markets. 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 an underlying fund’s foreign holdings can be affected by currency exchange rates and exchange control regulations.

2 JPMORGAN SMARTRETIREMENT FUNDS

emerging market securities more volatile and less liquid than securities issued in more developed countries. The underlying funds’ investments in foreign and emerging market securities may also be subject to foreign withholding taxes. As a result, the underlying funds’ yield on those securities would be decreased.

Derivative Risk. The underlying funds may use derivatives, which are instruments that have a value based on another instrument, exchange rate or index. In addition, the Fund may invest directly in derivatives. 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 Fund’s or the underlying funds’ original investments. Many derivatives will give rise to a form of leverage. As a result, the Fund or an underlying fund may be more volatile than if the Fund or the underlying fund had not been leveraged because the leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s or the underlying fund’s portfolio securities. 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, and the cost of such strategies may reduce the Fund’s or the underlying funds’ returns. Derivatives also expose the Fund or the underlying funds to the credit risk of the derivative counterparty.

Securities and Financial Instruments Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in securities and other financial instruments , including derivatives , to gain exposure , to or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swaps on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

NOVEMBER 1, 2008 3

JPMorgan SmartRetirement Income Fund (continued)

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, 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 life of the Fund. It compares that performance to the Lehman Brothers U.S. Aggregate Index and the Russell 3000 Index, broad-based securities market indices, the SmartRetirement Income Composite Benchmark, which is a blend of an equity benchmark (Russell 3000 Index) and a fixed income benchmark (Lehman Brothers U.S. Aggregate Index), and the Lipper Mixed-Asset Target Allocation Conservative Funds Index, an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper.

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

Past performance (before and after taxes) is not necessarily an indication of how 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 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

1st quarter, 2007

1.8 4

Worst Quarter

4th quarter, 2007

–0. 16

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –10.09 %.

4 JPMORGAN SMARTRETIREMENT FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time for periods ended December 31, 2007¹


CLASS A	0.06	4.01

LEHMAN BROTHERS U.S. AGGREGATE INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.97	7.82

RUSSELL 3000 INDEX^3,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.14	11.06

SMARTRETIREMENT INCOME COMPOSITE BENCHMARK^4,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.81	8.97

LIPPER MIXED-ASSET TARGET ALLOCATION CONSERVATIVE FUNDS INDEX^5,ˆ
(Reflects No Deduction for Taxes)	4.41	6.83

The Fund commenced operations on 5/15/06. Performance for the benchmarks is from 5/31/06 .

The Lehman Brothers U.S. Aggregate Index is an unmanaged index that represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed 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.

The Russell 3000 Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represent approximately 98% of the investable U.S. equity 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.

The SmartRetirement Income Composite Benchmark is a blend of an equity benchmark, the Russell 3000 Index, and a fixed income benchmark, the Lehman Brothers U.S. Aggregate Index. The Composite Benchmark was derived by applying the Fund’s target allocation among fixed income funds and equity funds over the life of the Fund. As the adviser adjusts the Fund’s target allocation from time to time, the allocation of the Composite Benchmark will be adjusted at the end of the month in which the target allocation changed. The performance of the Composite 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.

T he performance of the Lipper M ixed-Asset Target Allocation Conservative Funds Index includes the deduction of expenses associated with mutual funds, 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, 2008 5

JPMorgan SmartRetirement Income Fund (continued)

Estimated Fees and Expenses for Class R2 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.

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	0.06
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.57
Total Annual Fund Operating Expenses	1.38
Fee Waivers and/or Expense Reimbursements^2,5	(0.14	)
Net Expenses⁵	1.24

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 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 estimated amounts for the current 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 Class R5 Shares of the underlying funds to the extent that they are available. To the extent that an underlying fund does not offer Class R5 Shares, the Fund will invest in Institutional Class Shares, if available. To the extent that an underlying fund does not offer Class R5 Shares or Institutional Class Shares, the Fund will invest in Select 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.

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 0.67 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.81 % of the average daily net assets for Class R2 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.

6 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
126					423				742				1,645

NOVEMBER 1, 2008 7

JPMorgan SmartRetirement 2010 FundSM

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^SM 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, 2008 is as follows:

The Fund anticipates reaching a target allocation that approximates the allocation in the JPMorgan SmartRetirement Income Fund during the target year and no later than 5 years of the target retirement date. 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 the exemptive relief obtained from the SEC, the Fund may invest directly in securities and other financial instruments , including derivatives , such as futures and swaps , to gain exposure to or 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.”

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.

The Fund’s Main Investment Risks

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

8 JPMORGAN SMARTRETIREMENT FUNDS

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. Securities with greater interest rate sensitivity and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value. The value of your investment in the Fund will change as the value of investments of the underlying JPMorgan Funds increases and decreases.

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, and you should be able to sustain sudden, and sometimes substantial, fluctuations in the value of your investments. 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. The underlying funds’ investments in foreign and emerging market securities may also be subject to foreign withholding taxes. As a result, the underlying funds’ yield on those securities would be decreased.

NOVEMBER 1, 2008 9

JPMorgan SmartRetirement 2010 Fund (continued)

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. An underlying fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the underlying fund.

Securities and Financial Instrument Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in securities and other financial instruments , including derivatives , to gain exposure to , or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swaps on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

10 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, 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 life of the Fund. It compares that performance to the Lehman Brothers U.S. Aggregate Index and the Russell 3000 Index, broad-based securities market indices, the SmartRetirement 2010 Composite Benchmark, which is a blend of an equity benchmark (Russell 3000 Index) and a fixed income benchmark (Lehman Brothers U.S. Aggregate Index), and the Lipper Mixed-Asset Target 2010 Funds Average, 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 the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

2nd quarter, 2007

2. 15

Worst Quarter

4th quarter, 2007

–0. 81

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –12.09 %.

NOVEMBER 1, 2008 11

JPMorgan SmartRetirement 2010 Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time for periods ended December 31, 2007¹


CLASS A	0.12	4.75

LEHMAN BROTHERS U.S. AGGREGATE INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.97	7.82

RUSSELL 3000 INDEX^3,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.14	11.06

SMARTRETIREMENT 2010 COMPOSITE BENCHMARK^4,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	7.06	10.13

LIPPER MIXED-ASSET TARGET 2010 FUNDS AVERAGE^5,ˆ
(Reflects No Deduction for Taxes)	5.76	8.53

The Fund commenced operations on 5/15/06. Performance for the benchmarks is from 5/31/06 .

The SmartRetirement 2010 Composite Benchmark is a blend of an equity benchmark, the Russell 3000 Index, and a fixed income benchmark, the Lehman Brothers U.S. Aggregate Index. The Composite Benchmark was derived by applying the Fund’s target allocation among fixed income funds and equity funds over the life of the Fund. As the adviser adjusts the Fund’s target allocation from time to time, the allocation of the Composite Benchmark will be adjusted at the end of the month in which the target allocation changed. The performance of the Composite 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.

The performance of the Lipper Mixed-Asset Target 2010 Funds Average 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.

12 JPMORGAN SMARTRETIREMENT FUNDS

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	0.12
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.63
Total Annual Fund Operating Expenses	1.50
Fee Waivers and/or Expense Reimbursements^2,5	(0.19	)
Net Expenses⁵	1.31

“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 0.68 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.87 % of the average daily net assets for Class R2 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.

NOVEMBER 1, 2008 13

JPMorgan SmartRetirement 2010 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
133					455				800				1,774

14 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2015 Fund(SM)

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^SM 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, 2008 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.

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.

The Fund’s Main Investment 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

NOVEMBER 1, 2008 15

JPMorgan SmartRetirement 2015 Fund (continued)

financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the underlying funds’ portfolios 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 underlying funds invest) may decline over short or extended periods of time. When the value of the underlying funds’ securities goes down, your investment in the Fund could decrease in value.

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. Securities with greater interest rate sensitivity and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value. The value of your investment in the Fund will change as the value of investments of the underlying JPMorgan Funds increases and decreases.

16 JPMORGAN SMARTRETIREMENT FUNDS

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. An underlying fund will indirectly bear its proportionate share of expenses, including management fees, paid by each REIT in which it invests in addition to the expenses of the underlying fund.

Securities and Financial Instruments Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in securities and other financial instruments , including derivatives , to gain exposure to , or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swaps on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

NOVEMBER 1, 2008 17

JPMorgan SmartRetirement 2015 Fund (continued)

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, 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 life of the Fund. It compares that performance to the Russell 3000 Index and the Lehman Brothers U.S. Aggregate Index, broad-based securities market indices, the SmartRetirement 2015 Composite Benchmark, which is a blend of an equity benchmark (Russell 3000 Index) and a fixed income benchmark (Lehman Brothers U.S. Aggregate Index), and the Lipper Mixed-Asset Target 2015 Funds Average, 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 the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

2nd quarter, 2007

2. 76

Worst Quarter

4th quarter, 2007

–1. 35

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –14.12 %.

18 JPMORGAN SMARTRETIREMENT FUNDS

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time for periods ended December 31, 2007¹


CLASS A	0.36	5.54

RUSSELL 3000 INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.14	11.06

LEHMAN BROTHERS U.S. AGGREGATE INDEX^3,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.97	7.82

SMARTRETIREMENT 2015 COMPOSITE BENCHMARK^4,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	7.05	11.05

LIPPER MIXED-ASSET TARGET 2015 FUNDS AVERAGE^5,ˆ
(Reflects No Deduction for Taxes)	6.02	9.42

The Fund commenced operations on 5/15/06. Performance for the benchmarks is from 5/31/06 .

The SmartRetirement 2015 Composite Benchmark is a blend of an equity benchmark, the Russell 3000 Index, and a fixed income benchmark, the Lehman Brothers U.S. Aggregate Index. The Composite Benchmark was derived by applying the Fund’s target allocation among fixed income funds and equity funds over the life of the Fund. As the adviser adjusts the Fund’s target allocation from time to time, the allocation of the Composite Benchmark will be adjusted at the end of the month in which the target allocation changed. The performance of the Composite 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.

The performance of the Lipper Mixed-Asset Target 2015 Funds Average 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, 2008 19

JPMorgan SmartRetirement 2015 Fund (continued)

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	0.15
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.70
Total Annual Fund Operating Expenses	1.60
Fee Waivers and/or Expense Reimbursements^2,5	(0.22	)
Net Expenses⁵	1.38

“Other Expenses” are based on estimated amounts for the current 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 does not reflect subsequent allocations among the underlying funds. The Fund invests in Class R5 Shares of the underlying funds to the extent that they are available. To the extent that an underlying fund does not offer Class R5 Shares, the Fund will invest in Institutional Class Shares, if available. To the extent that an underlying fund does not offer Class R5 Shares or Institutional Class Shares, the Fund will invest in Select 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.

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 0.68 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.90 % of the average daily net assets for Class R2 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.

20 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
140					483				850				1,882

NOVEMBER 1, 2008 21

JPMorgan SmartRetirement 2020 Fund(SM)

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^SM 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, 2008 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.

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.

The Fund’s Main Investment Risks

22 JPMORGAN SMARTRETIREMENT FUNDS

fall because of economic or political changes 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 underlying funds’ portfolios 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 underlying funds invest) may decline over short or extended periods of time. When the value of the underlying funds’ securities goes down, your investment in the Fund could decrease in value.

High Yield Securities Risk. Some of the underlying funds invest in debt securities that are considered to be speculative (commonly known as junk bonds). The 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. These securities are subject to greater risk of loss, greater sensitivity to interest rate and economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. The market price of these securities can change suddenly and unexpectedly.

NOVEMBER 1, 2008 23

JPMorgan SmartRetirement 2020 Fund (continued)

sudden or erratic than in large capitalization companies, 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. 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 profits in the foreseeable future.

Securities and Financial Instruments Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in securities and other financial instruments , including derivatives , to gain exposure to , or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swaps on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

24 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, 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 life of the Fund. It compares that performance to the Russell 3000 Index and the Lehman Brothers U.S. Aggregate Index, broad-based securities market indices, the SmartRetirement 2020 Composite Benchmark, which is a blend of an equity benchmark (Russell 3000 Index), and a fixed income benchmark (Lehman Brothers U.S. Aggregate Index), and the Lipper Mixed-Asset Target 2020 Funds Average, 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 the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

2nd quarter, 2007

3. 32

Worst Quarter

4th quarter, 2007

–1.7 6

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was 15.91 %.

NOVEMBER 1, 2008 25

JPMorgan SmartRetirement 2020 Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time for periods ended December 31, 2007¹


CLASS A	0.41	6.19

RUSSELL 3000 INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.14	11.06

LEHMAN BROTHERS U.S. AGGREGATE INDEX^3,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.97	7.82

SMARTRETIREMENT 2020 COMPOSITE BENCHMARK^4,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.93	11.84

LIPPER MIXED-ASSET TARGET 2020 FUNDS AVERAGE^5,ˆ
(Reflects No Deduction for Taxes)	6.05	9.68

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 are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement.

The Fund commenced operations on 5/15/06. Performance for the benchmarks is from 5/31/06 .

As of the date of this prospectus, the Class R2 Shares have not commenced operations and therefore, the performance shown is that of the Select Class Shares of the Fund, which invest in the same portfolio of securities. Select Class Shares are not offered in this prospectus. The actual returns of Class R2 Shares would have been lower than the returns shown because Class R2 Shares have higher expenses.

The SmartRetirement 2020 Composite Benchmark is a blend of an equity benchmark, the Russell 3000 Index, and a fixed income benchmark, the Lehman Brothers U.S. Aggregate Index. The Composite Benchmark was derived by applying the Fund’s target allocation among fixed income funds and equity funds over the life of the Fund. As the adviser adjusts the Fund’s target allocation from time to time, the allocation of the Composite Benchmark will be adjusted at the end of the month in which the target allocation changed. The performance of the Composite 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.

The performance of the Lipper Mixed-Asset Target 2020 Funds Average 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.

26 JPMORGAN SMARTRETIREMENT FUNDS

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	0.18
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.74
Total Annual Fund Operating Expenses	1.67
Fee Waivers and/or Expense Reimbursements^2,5	(0.25	)
Net Expenses⁵	1.42

“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 0.68 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.93 % of the average daily net assets for Class R2 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.

NOVEMBER 1, 2008 27

JPMorgan SmartRetirement 2020 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
145					502				884				1,955

28 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2025 Fund(SM)

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^SM 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 allocation as of November 1, 2008 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.

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.

The Fund’s Main Investment Risks

Equity Funds Risk. The underlying funds invest primarily in equity securities (such as stocks) that are more volatile

NOVEMBER 1, 2008 29

JPMorgan SmartRetirement 2025 Fund (continued)

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, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for the underlying funds’ portfolios 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 underlying funds invest) may decline over short or extended periods of time. When the value of the underlying funds’ securities goes down, your investment in the Fund could decrease in value.

30 JPMORGAN SMARTRETIREMENT FUNDS

Securities and Financial Instruments Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in securities and other financial instruments , including derivatives , to gain exposure to , or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swap on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

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 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.

NOVEMBER 1, 2008 31

JPMorgan SmartRetirement 2025 Fund (continued)

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	0.03
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.70
Total Annual Fund Operating Expenses	1.48
Fee Waivers and/or Expense Reimbursements^2,5	(0.09	)
Net Expenses⁵	1.39

“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 last fiscal year. This amount reflects the estimated allocation only. The Fund invests in Class R5 Shares in the underlying funds to the extent that they are available. To the extent that an underlying fund does not offer Class R5 Shares, the Fund will invest in Institutional Class Shares, if available. To the extent that an underlying fund does not offer Class R5 Shares or Institutional Class Shares, the Fund will invest in Select 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.

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 0.69 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.78 % of the average daily net assets for Class R2 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.

32 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
142					459				799				1,761

NOVEMBER 1, 2008 33

JPMorgan SmartRetirement 2030 Fund(SM)

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^SM 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, 2008 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.

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.

The Fund’s Main Investment Risks

34 JPMORGAN SMARTRETIREMENT FUNDS

NOVEMBER 1, 2008 35

JPMorgan SmartRetirement 2030 Fund (continued)

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. 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 profits in the foreseeable future.

Securities and Financial Instruments Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in other securities and other financial instruments , including derivatives , to gain exposure to , or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swaps on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

36 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, 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 life of the Fund. It compares that performance to the Russell 3000 Index and the Lehman Brothers U.S. Aggregate Index, broad-based securities market indices, the SmartRetirement 2030 Composite Benchmark, which is a blend of an equity benchmark (Russell 3000 Index) and a fixed income benchmark (Lehman Brothers U.S. Aggregate Index), and the Lipper Mixed-Asset Target 2030 Funds Average, 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 the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

2nd quarter, 2007

4.4 2

Worst Quarter

4th quarter, 2007

–2. 49

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –18.34 %.

NOVEMBER 1, 2008 37

JPMorgan SmartRetirement 2030 Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time for periods ended December 31, 2007¹


CLASS A	1.18	7.33

RUSSELL 3000 INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.14	11.06

LEHMAN BROTHERS U.S. AGGREGATE INDEX^3,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.97	7.82

SMARTRETIREMENT 2030 COMPOSITE BENCHMARK^4,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.94	12.82

LIPPER MIXED-ASSET TARGET 2030 FUNDS AVERAGE^5,ˆ
(Reflect No Deduction for Taxes)	6.54	10.47

The Fund commenced operations on 5/15/06. Performance for the benchmarks is from 5/31/06 .

The SmartRetirement 2030 Composite Benchmark is a blend of an equity benchmark, the Russell 3000 Index, and a fixed income benchmark, the Lehman Brothers U.S. Aggregate Index. The Composite Benchmark was derived by applying the Fund’s target allocation among fixed income funds and equity funds over the life of the Fund. As the adviser adjusts the Fund’s target allocation from time to time, the allocation of the Composite Benchmark will be adjusted at the end of the month in which the target allocation changed. The performance of the Composite 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.

The Lipper Mixed-Asset Target 2030 Funds Average 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.

38 JPMORGAN SMARTRETIREMENT FUNDS

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	0.18
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.82
Total Annual Fund Operating Expenses	1.75
Fee Waivers and/or Expense Reimbursements^2,5	(0.24	)
Net Expenses⁵	1.5 1

“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 0.69 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.93 % of the average daily net assets for Class R2 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.

NOVEMBER 1, 2008 39

JPMorgan SmartRetirement 2030 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
154					528				927				2,043

40 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2035 Fund(SM)

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^SM 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, 2008 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.

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.

The Fund’s Main Investment Risks

NOVEMBER 1, 2008 41

JPMorgan SmartRetirement 2035 Fund (continued)

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 underlying funds’ portfolios 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 underlying funds invest) may decline over short or extended periods of time. When the value of the underlying funds’ securities goes down, your investment in the Fund could decrease in value.

42 JPMORGAN SMARTRETIREMENT FUNDS

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. 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 profits in the foreseeable future.

Securities and Financial Instruments Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in securities and other financial instruments including , derivatives , to gain exposure to , or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, other securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swaps on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

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.

NOVEMBER 1, 2008 43

JPMorgan SmartRetirement 2035 Fund (continued)

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	0.08
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.74
Total Annual Fund Operating Expenses	1.57
Fee Waivers and/or Expense Reimbursements^2,5	(0.14	)
Net Expenses⁵	1.43

“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 0.69 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.83 % of the average daily net assets for Class R2 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.

44 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
146					482				842				1,856

NOVEMBER 1, 2008 45

JPMorgan SmartRetirement 2040 Fund(SM)

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^SM 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, 2008 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.

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.

The Fund’s Main Investment Risks

46 JPMORGAN SMARTRETIREMENT FUNDS

NOVEMBER 1, 2008 47

JPMorgan SmartRetirement 2040 Fund (continued)

48 JPMORGAN SMARTRETIREMENT FUNDS

The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares.* Because the Class R2 Shares have not commenced operations as of the date of this prospectus, 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 life of the Fund. It compares that performance to the Russell 3000 Index and the Lehman Brothers U.S. Aggregate Index, broad-based securities market indices, the SmartRetirement 2040 Composite Benchmark, which is a blend of an equity benchmark (Russell 3000 Index) and a fixed income benchmark (Lehman Brothers U.S. Aggregate Index), and the Lipper Mixed-Asset Target 2040 Funds Average, 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 the Fund will perform in the future.

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

2nd quarter, 2007

4. 47

Worst Quarter

4th quarter, 2007

–2. 45

The Fund’s fiscal year end is 6/30.

The Fund’s year-to-date total return through 9/30/08 was –19.01 %.

NOVEMBER 1, 2008 49

JPMorgan SmartRetirement 2040 Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time for periods ended December 31, 2007¹


CL ASS A	1.29	7.45

RUSSELL 3000 INDEX^2,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.14	11.06

LEHMAN BROTHERS U.S. AGGREGATE INDEX^3,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.97	7.82

SMARTRETIREMENT 2040 COMPOSITE BENCHMARK^4,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	6.94	12.74

LIPPER MIXED-ASSET TARGET 2040 FUNDS AVERAGE^5,ˆ
(Reflects No Deduction for Taxes)	6.28	10.79

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 are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement.

The Fund commenced operations on 5/15/06. Performance for the benchmarks is from 5/31/06 .

The SmartRetirement 2040 Composite Benchmark is a blend of an equity benchmark, the Russell 3000 Index, and a fixed income benchmark, the Lehman Brothers U.S. Aggregate Index. The Composite Benchmark was derived by applying the Fund’s target allocation among fixed income funds and equity funds over the life of the Fund. As the adviser adjusts the Fund’s target allocation from time to time, the allocation of the Composite Benchmark will be adjusted at the end of the month in which the target allocation changed. The performance of the Composite 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.

The performance of the Lipper Mixed-Asset Target 2040 Funds Average 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.

50 JPMORGAN SMARTRETIREMENT FUNDS

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	0.22
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0. 83
Total Annual Fund Operating Expenses	1.80
Fee Waivers and/or Expense Reimbursements^2,5	(0.28	)
Net Expenses⁵	1.52

“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 0.69 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 0.97 % of the average daily net assets for Class R2 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.

NOVEMBER 1, 2008 51

JPMorgan SmartRetirement 2040 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
155					539				949				2,093

52 JPMORGAN SMARTRETIREMENT FUNDS

JPMorgan SmartRetirement 2045 Fund(SM)

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^SM 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, 2008 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.

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.

The Fund’s Main Investment Risks

NOVEMBER 1, 2008 53

JPMorgan SmartRetirement 2045 Fund (continued)

54 JPMORGAN SMARTRETIREMENT FUNDS

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. 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 profits in the foreseeable future.

Securities and Financial Instruments Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in securities and other financial instruments , including derivatives , to gain exposure to , or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swaps on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

NOVEMBER 1, 2008 55

JPMorgan SmartRetirement 2045 Fund (continued)

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	1.78
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.75
Total Annual Fund Operating Expenses	3.28
Fee Waivers and/or Expense Reimbursements^2,5	(1.84	)
Net Expenses⁵	1.44

“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 0.69 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 2.53 % of the average daily net assets for Class R2 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.

56 JPMORGAN SMARTRETIREMENT FUNDS

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COST ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
147					838				1,553				3,451

NOVEMBER 1, 2008 57

JPMorgan SmartRetirement 2050 Fund(SM)

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^SM 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, 2008 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.

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.

The Fund’s Main Investment Risks

58 JPMORGAN SMARTRETIREMENT FUNDS

NOVEMBER 1, 2008 59

JPMorgan SmartRetirement 2050 Fund (continued)

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. 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 profits in the foreseeable future.

Securities and Financial Instruments Risks. Although the Fund mainly invests in other JPMorgan Funds, it may also invest directly in securities and other financial instruments , including derivatives , to gain exposure to , or 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 and financial instruments will produce the intended result of effectively allocating the Fund’s investments to a specific market or sector. In addition, securities and financial instruments are subject to additional risks specific to their structure, sector or market (e.g., futures and swaps on foreign securities are subject to foreign investment, emerging market and derivative risks; debt securities are subject to credit risk). Depending on the type of security or instrument, the market value may move up and down, sometimes rapidly and unpredictably causing a security or instrument to be worth less than the price originally paid for it. To the extent that a security or instrument decreases in value, the value of your investment in the Fund will be affected.

The Fund’s Performance

The Fund’s fiscal year end is 6/30.

60 JPMORGAN SMARTRETIREMENT FUNDS

Estimated Fees and Expenses for Class R2 Shares

ANNUAL FUND OPERATING EXPENSES (%)¹

(Expenses that are deducted from Fund assets)


Management Fees	NONE
Distribution (Rule 12b-1) Fees	0.50
Shareholder Service Fees²	0.25
Other Expenses³	2.60
Acquired Fund (Underlying Fund) Fees and Expenses⁴	0.75
Total Annual Fund Operating Expenses	4.10
Fee Waivers and/or Expense Reimbursements^2,5	(2.66	)
Net Expenses⁵	1.44

“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 0.69 % of the average daily net assets of the Class R2 Shares through 10/31/09. Without the Acquired Fund (Underlying Fund) Fees and Expenses, the Total Annual Fund Operating Expenses of the Fund would be 3.35 % of the average daily net assets for Class R2 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.

NOVEMBER 1, 2008 61

JPMorgan SmartRetirement 2050 Fund (continued)

Example

The example below is intended to help you compare the cost of investing in Class R2 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 10/31/09, and total annual operating expenses thereafter.

This example is for comparison only; the actual returns of Class R2 Shares and your actual costs may be higher or lower.

YOUR COSTS ($)

(with or without redemption)

1 Year				3 Years				5 Years				10 Years
147					1,003				1,876				4,126

62 JPMORGAN SMARTRETIREMENT FUNDS

More About the Funds

Each of the Funds described in this prospectus is a series of JPMorgan Trust I (the 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 and SC-R&M are under common control with JPMIM. 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 directly in securities and other financial instruments, to the extent permitted by applicable law or the exemptive relief obtained from the SEC. 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, 2008 is set forth below.

NOVEMBER 1, 2008 63

More About the Funds (continued)

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	%		0–30	%		19.2	%		6–36	%
U.S. Small/Mid Cap Equity Funds		5 .0			0–10			6.2			0–10
REIT Funds		4 .0			0–10			5.2			0–20
International Equity Funds		8 .0			0–23			1 1.0			0–27
Emerging Markets Equity Funds		1 .0			0–5			1.6			0–10
U.S. Fixed Income Funds		4 8.0			30–90			4 3.8			20–80
Emerging Markets Debt Funds		4 .5			0–15			4 .5			0–15
High Yield Fixed Income Funds		4 .5			0–15			4 .5			0–15
Money Market Funds/Cash and Cash Equivalents		10 .0			0–20			4.0			0–10
Market Neutral Funds		0 .0			0–20			0 .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		25.3	%		12–42	%		30.8	%		17–47	%
U.S. Small/Mid Cap Equity Funds		7 .3			0–20			7.8			0–20
REIT Funds		6.9			0–20			8.4			0–20
International Equity Funds		1 3.9			0–30			1 5.4			0–30
Emerging Markets Equity Funds		2.6			0–10			3.6			0–10
U.S. Fixed Income Funds		3 5.6			20–60			2 6.6			10–50
Emerging Markets Debt Funds		4 .2			0–15			3 .7			0–15
High Yield Fixed Income Funds		4 .2			0–15			3 .7			0–15
Money Market Funds/Cash and Cash Equivalents		0 .0			0–10			0 .0			0–10
Market Neutral Funds		0 .0			0–20			0 .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		3 4.8	%		20–50	%		3 7.8	%		20–55	%
U.S. Small/Mid Cap Equity Funds		8.6			0–20			9.6			0–20
REIT Funds		9 .3			0–20			9.8			0–20
International Equity Funds		1 7.5			5–35			20 .0			5–35
Emerging Markets Equity Funds		4 .3			0–10			4.8			0–10
U.S. Fixed Income Funds		19 .1			0–40			1 2.6			0–40
Emerging Markets Debt Funds		3 .2			0–15			2.7			0–15
High Yield Fixed Income Funds		3 .2			0–15			2.7			0–15
Money Market Funds/Cash and Cash Equivalents		0 .0			0–10			0 .0			0–10
Market Neutral Funds		0 .0			0–20			0 .0			0–20

64 JPMORGAN SMARTRETIREMENT FUNDS

	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 .0	%		25–55	%		39 .0	%		25–55	%
U.S. Small/Mid Cap Equity Funds		10 .0			0–20			10 .0			0–20
REIT Funds		10 .0			0–20			10 .0			0–20
International Equity Funds		2 1.0			5–35			2 1.0			5–35
Emerging Markets Equity Funds		5 .0			0–10			5 .0			0–10
U.S. Fixed Income Funds		10 .0			0–40			10 .0			0–40
Emerging Markets Debt Funds		2.5			0–15			2.5			0–15
High Yield Fixed Income Funds		2.5			0–15			2.5			0–15
Money Market Funds/Cash and Cash Equivalents		0 .0			0–10			0 .0			0–10
Market Neutral Funds		0 .0			0–20			0 .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 .0	%		25–55	%		39 .0	%		25–55	%
U.S. Small/Mid Cap Equity Funds		10 .0			0–20			10 .0			0–20
REIT Funds		10 .0			0–20			10 .0			0–20
International Equity Funds		2.0			5–35			2 1.0			5–35
Emerging Markets Equity Funds		5 .0			0–10			5 .0			0–10
U.S. Fixed Income Funds		10 .0			0–40			10 .0			0–40
Emerging Markets Debt Funds		2.5			0–15			2.5			0–15
High Yield Fixed Income Funds		2.5			0–15			2.5			0–15
Money Market Funds/Cash and Cash Equivalents		0 .0			0–10			0 .0			0–10
Market Neutral Funds		0 .0			0–20			0 .0			0–20

NOVEMBER 1, 2008 65

More About the Funds (continued)

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 U.S. Large Cap Value 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 U.S. Large Cap Value 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

66 JPMORGAN SMARTRETIREMENT FUNDS


	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

NOVEMBER 1, 2008 67

More About the Funds (continued)


	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

68 JPMORGAN SMARTRETIREMENT FUNDS


	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 Intrepid 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 Total Return 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

NOVEMBER 1, 2008 69

More About the Funds (continued)


	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 Intrepid 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 Total Return 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

70 JPMORGAN SMARTRETIREMENT FUNDS


	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

NOVEMBER 1, 2008 71

More About the Funds (continued)

The Funds invest in Class R5 Shares to the extent that they are available. However, many of the underlying funds currently do not have Class R5 Shares. As a result, the Funds may invest in Institutional Class Shares of the underlying funds, or to the extent that an underlying fund does not have Institutional Class Shares, the Funds may invest in Select Class Shares of an underlying fund. Institutional Class Shares and Select Class Shares have higher expenses than Class R5 Shares. To the extent that the Funds invest in underlying funds without Class R5 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 the exemptive relief obtained from the SEC, may also invest in securities and other financial instruments such as futures, swaps and other derivatives in lieu of the underlying funds to gain exposure to , or 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 securities ; provided, however, the Funds may invest up to 40% of their total assets in securities and may invest all or most of their assets in cash or cash equivalents for temporary defensive purposes or to respond to unusual market conditions or large cash flows.

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 total 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. \u

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, 2008, is shown in the Financial Highlights. High rates of portfolio turnover may result in short-term capital gains that will generally be taxable to shareholders as ordinary income.

72 JPMORGAN SMARTRETIREMENT FUNDS

How to Do Business with the Funds

PURCHASING FUND SHARES

Who can buy shares?

When can I buy shares?

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 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 JPMorgan Distribution Services, Inc. (the Distributor of JPMDS) 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 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.

NOVEMBER 1, 2008 73

How to Do Business with the Funds (continued)

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.

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, 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.

How much do shares cost?

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

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 securities and other financial instruments. The market value of an underlying fund’s investments and the Funds’ direct investments in securities and other financial instruments 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 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 a Fund. 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, 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.

74 JPMORGAN SMARTRETIREMENT FUNDS

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.

How do I open an account?

Decide how much you want to invest.

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:

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.

NOVEMBER 1, 2008 75

How to Do Business with the Funds (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:

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

RULE 12b-1 FEES

Class R2 Shares pay an annual Rule 12b-1 fee of 0.50% of the average daily net assets of each Fund attributable to Class R2 Shares.

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.

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 R2 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, 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?

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

76 JPMORGAN SMARTRETIREMENT FUNDS

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.

A redemption order must be in good order and supported by all appropriate documentation and information 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.

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 Financial Intermediary receives 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 received in good order.

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

NOVEMBER 1, 2008 77

How to Do Business with the Funds (continued)

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.

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.

78 JPMORGAN SMARTRETIREMENT FUNDS

Shareholder Information

DISTRIBUTIONS AND TAXES

Each Fund intends to elect to be treated and qualify each year as a regulated investment company. A regulated investment company is not subject to tax at the corporate level on income and gain from investments that are distributed to shareholders. A Fund’s failure to qualify as a regulated investment company would result in corporate-level taxation, and consequently, a reduction in income available for distribution to shareholders.

The Funds can earn income and realize capital gain. The Funds deduct any expenses and then pay out the earnings, if any, 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. Each Fund will distribute its net realized capital gain s, if any, at least annually. For each taxable year, each Fund will distribute substantially all of its net investment income and net realized capital gain s .

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 generally are taxable 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 generally will be taxable to such shareholder at a maximum rate of 15%. The amount of dividend income that may be so designated by a Fund generally will be limited 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 (that is, the excess of any net short-term capital gain over 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.

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 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.

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.

NOVEMBER 1, 2008 79

Shareholder Information (continued)

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.

The tax consequences described in this section do not apply to tax-deferred accounts or other non-taxable entities.

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 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. In addition, from time to time, each Fund may post portfolio holdings on the JPMorgan Funds’ website on a more timely basis.

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.

80 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, Columbus, Ohio 43240) 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, Columbus, Ohio 43240) 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 is included in that Fund’s semi-annual report for the six-month period ended December 31.

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). The members of the GMAG team responsible for management and oversight of the Funds are Jeffery A. Geller, Anne Lester, Pat Jakobson, and Michael Schoenhaut. In their capacity as portfolio managers, Mr. Geller, Ms. Lester, Mr. Jakobson, and Mr. Schoenhaut and the team of 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. Geller, Managing Director, is Chief Investment Officer (CIO) for the Americas of GMAG and has investment oversight responsibility for the Funds. Before joining JPMIM in 2006, he was director of Hedge Fund Investments at Russell Investment Group, where he served as chairman of Russell’s hedge fund investment committee. Ms. Lester, Managing Director, has been an employee of GMAG since 2000 and a portfolio manager of the Funds since their inception in 2005. Mr. Jakobson, Managing Director, joined JPMIM in 1987 and has been a portfolio manager of the Funds since their inception. Mr. Schoenhaut, Vice President and a CFA charterholder, has been an employee of JPMIM since 1997 and a portfolio manager of the Funds since their inception.

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

NOVEMBER 1, 2008 81

Financial Highlights

82 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 or requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

JPMorgan Investment Advisors Inc. serves as investment adviser to some of the underlying funds.

NOVEMBER 1, 2008 83

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 least 80% of its net assets in equity securities of such issuers. The “Asian Region” includes but is not limited to, South 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 its net 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 U.S. Aggregate 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 net assets in a broad portfolio of common stocks of companies with market capitalizations equal to those within the universe of Russell Midcap® Growth Index stocks 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 net 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.

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

84 JPMORGAN SMARTRETIREMENT FUNDS

adviser, JPMIA, determines to be of comparable quality, as well as preferred stock. 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 assignments and 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 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).

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 S&P 500 Index. Under normal circumstances, the Fund invests at least 80% of its net 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.

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 net 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.

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 net 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 in to 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. 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 net 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 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 ’ s goal is 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 net 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 JPMorgan 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.

NOVEMBER 1, 2008 85

Appendix A — Underlying Funds (continued)

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 net assets in equity securities of emerging markets. Emerging markets include most countries in the world except Australia, Canada, Japan, New Zealand, the United Kingdom, the United States, 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.

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. Up to 25% of the Fund’s total assets may be invested in foreign securities, including debt securities denominated in foreign currencies. All of the securities purchased by the Fund, at the time of purchase, must be rated investment-grade, or unrated but deemed by the adviser, JPMIM, to be of comparable quality, including at least 75% rated A or better.

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 net 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 ’s investment strategy is to invest 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 , therefore, are selling below what the adviser, JPMIA, believes to be their long-term investment value. T he Fund may invest in common stocks, preferred stock, REITs, preferred stock convertible to common stock, debt securities, depositary receipts and warrants and rights to buy common stock .

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 Standard & Poor’s 500 Composite Stock Index (S&P 500 Index).¹ The Fund invests in stocks included in the S&P 500 Index and also may invest in stock index futures and other equity derivatives. The Fund’s 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.

“S&P 500 Index” is a registered service mark of Standard & Poor’s Corporation, which does not sponsor and is in no way affiliated with the Fund.

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 net assets in bonds issued by the U.S. government and its agencies and instrumentalities . Ordinarily, such bonds will have principal and interest guaranteed by the U.S. government or its agencies and instrumentalities, be subject to repurchase agreements, or represent an interest in or be secured by mortgages that are issued or guaranteed by certain U.S. government agencies or instrumentalities.

86 JPMORGAN SMARTRETIREMENT FUNDS

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. 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 assignments and participations. 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. The Fund may invest up to 100% of its total assets in below investment grade or unrated securities.

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 net 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 by investing 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.

JPMorgan International Equity Fund

JPMorgan International Equity Fund seeks total return from long-term capital growth and income. Total return consists of capital growth and current income. Under normal conditions, the Fund will invest at least 80% of the value of its net 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 securities denominated in U.S. dollars, major reserve currencies and currencies or other countries in which it can invest.

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 net assets will be invested in common stocks (including American Depositary 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. The Fund also may invest in stock index futures. The Fund’s adviser, JPMIM, attempts to track the performance of the MSCI

“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.

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Appendix A — Underlying Funds (continued)

EAFE GDP Index to achieve a correlation of 0.90 between the performance of the Fund and that of the MSCI EAFE GDP Index, without taking into account the Fund’s expenses. Perfect correlation would be 1.000. Most of the Fund’s assets will be denominated in foreign currencies.

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.

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 net 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. A real estate company is 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 net assets 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 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 Fund’s benchmark. The Fund typically does not invest in U.S. companies. 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 place d securities.

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 net assets in equity investments of large-capitalization and mid-capitalization U.S. companies. 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. 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 Fund’s adviser, JPMIM, believes such companies offer attractive opportunities.

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 net assets in equity securities of European issuers. 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 place d securities.

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 net assets in equity investments of large-capitalization and mid-capitalization companies. 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. 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 Fund’s adviser, JPMIM, believes such companies offer attractive opportunities.

88 JPMORGAN SMARTRETIREMENT FUNDS

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. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts, and warrants to buy common stocks.

JPMorgan Intrepid Japan Fund

JPMorgan Intrepid Japan Fund (formerly 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 net 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. Equity securities in which the Fund can invest may include common stocks, preferred stocks, convertible securities, depositary receipts, warrants to buy common stocks and privately place d securities.

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 net 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 those within the universe of the Russell Midcap^® Index at the time of purchase.

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 net 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 Fund’s adviser, JPMIM, believes such companies offer attractive opportunities.

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 net 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 Fund’s adviser, JPMIM, believes will underperform. “Plus” in the Fund’s name refers to the additional return the Fund endeavors to add both relative to the Russell 1000 Index as well as relative to traditional strategies which do not have the ability to sell stock short.

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 net assets in equity investments of large-capitalization and mid-capitalization companies. 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. 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.

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 net 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 common stocks of companies with a history of above-average growth or companies expected to enter periods of above-average growth.

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Appendix A — Underlying Funds (continued)

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 net 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 capitalizations equal to those within the universe of the Russell 1000^® Value Index at the time of purchase. 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.

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 net 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 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 & Poor’s SmallCap 600 Index (S&P SmallCap 600) and the Standard & Poor’s MidCap 400 Index (S&P MidCap 400).¹ The Fund invests 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. 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.

“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.

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.

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 net assets in securities of micro cap

90 JPMORGAN SMARTRETIREMENT FUNDS

companies. Micro cap companies are companies with market capitalization equal to those within the universe of the Russell Microcap^TM Index at the time of purchase. Because of the nature of micro cap companies, the market capitalization range can vary greatly over time. 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 net 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. 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 net 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. 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 net 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 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 Fund’s 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.

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 governments 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.

NOVEMBER 1, 2008 91

Appendix A — Underlying Funds (continued)

JPMorgan Realty Income Fund

JPMorgan Realty Income Fund seeks 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 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 net 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 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 its net 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 its net 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 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 net 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 at the time of purchase. 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 net 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. 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 net 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. 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 net 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 stocks at the time of purchase. In reviewing investment

92 JPMORGAN SMARTRETIREMENT FUNDS

opportunities for the Fund, i t s adviser, JPMIA, uses a value-oriented approach. The Fund’s investments are primarily in common stocks and REITs.

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 net 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 stocks at the time of purchase. In reviewing investments for the Fund, its adviser, JPMIM, uses a value-oriented approach. The Fund’s investments are primarily in common stocks and REITs.

JPMorgan Total Return Fund

The JPMorgan Total Return Fund seeks to provide high total return. The Fund mainly invests in debt investments, including but not limited to, asset-backed and mortgage-backed securities, U.S. government and agency securities, and corporate debt securities that it believes have the potential to provide a high total return over time. These securities may be of any maturity. The Fund may use derivatives as substitutes for securities in which it can invest. The Fund may be invested in foreign securities, including emerging markets debt securities and debt securities denominated in foreign currencies. Up to 35% of the Fund’s total assets may be invested in securities rated below investment grade (junk bonds) including so called “distressed debt” (e.g., securities of issuers experiencing financial or operating difficulties or operating in troubled industries that present attractive risk-reward characteristics). The Fund may invest in loan assignments and participations (loans) and commitments to purchase loan assignments (unfunded commitments) and may engage in short sales.

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 net 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 net assets in equity securities of U.S. companies. The Fund primarily invests in large- and medium-capitalization U.S. companies. 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.

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 or 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 select ed equity securities. Under normal circumstances, at least 80% of the value of the Fund’s net 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.

JPMorgan U.S. Large Cap Value Plus Fund

JPMorgan U.S. Large Cap Value Plus Fund seeks long-term capital appreciation. Under normal circumstances, at least 80% of the Fund’s net assets, which are expected to include both long and short positions, will be invested in and/or have exposure to equity securities and derivatives on those securities of large capitalization, U.S. companies. Large capitalization companies are companies with market capitalizations equal to those within the

NOVEMBER 1, 2008 93

Appendix A — Underlying Funds (continued)

universe of the Russell 1000^® Value Index 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 Russell 1000^® Value Index as well as relative to traditional strategies which do not have the ability to sell stock short.

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 invests in the equity securities of real estate companies. Under normal circumstances, at least 80% of the Fund’s net assets will be invested in equity securities of publicly-traded real estate companies operating in the U.S. A real estate company is 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 real estate). Real estate companies include equity and mortgage real estate investment trusts (REITs). The Fund does not invest in real estate directly. The Fund concentrates it investment in the real estate sector. This means that, under normal circumstances, the Fund will invest at least 25% of its net assets in an industry or group of industries in the real estate sector.

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 net 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.

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 debt securities. The Fund mainly invests in all types of investment grade securities or unrated debt securities which the Fund’s 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 net assets in bonds. The 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. 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. These 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. 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.

94 JPMORGAN SMARTRETIREMENT FUNDS

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 principles 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. 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 capital appreciation. 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 value characteristics. In selecting stocks for the Fund, Fuller & Thaler applies principles based on behavioral studies. Fuller & Thaler believes that behavioral biases on the part of investors may cause the market to overreact to old, negative information and underreact to new, positive information concerning a 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. Under normal circumstances, the Fund will invest at least 80% of its net assets 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, 2008 95

This Page Intentionally Left Blank.

HOW TO REACH US

If you want more information about the Funds, the following documents are free upon request:

ANNUAL/SEMI-ANNUAL REPORTS

Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In each Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more detailed information about the Funds and is incorporated into this prospectus by reference.

HOW CAN I GET MORE INFORMATION?

You can get a free copy of the semi-annual/annual reports or the SAI, request other information or discuss your questions about the Funds by calling 1-800-480-4111, or by writing the Funds at:

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 also review and copy the Funds’ reports and the SAI at the Public Reference Room of the Securities and Exchange Commission (SEC) in Washington, D.C. (For information about the SEC’s Public Reference Room call 1-202-942-8090.) You can also get reports and other information about the Funds from the EDGAR Database on the SEC’s web site at http://www.sec.gov. Copies of this information may be obtained, after paying a copying charge, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Room of the SEC, Washington, D.C. 20549-0102.

Investors may obtain information about the Securities Investor Protection Corporation (SIPC), including the SIPC brochure by visiting www.sipc.org or by calling SIPC at 202-371-8300.

(Investment Company Act File No. 811-21295)

PR-SRR2-1108

JPMorgan U.S. Equity Funds

STATEMENT OF ADDITIONAL INFORMATION – PART I

November 1, 2008

JPMORGAN TRUST I (“JPMT I”)

JPMorgan Capital Growth Fund (the “Capital Growth Fund”)

JPMorgan Disciplined Equity Fund (the “Disciplined Equity Fund”)

JPMorgan Diversified Fund (the “Diversified Fund”)

JPMorgan Dynamic Growth Fund (the “Dynamic Growth Fund”)

JPMorgan Dynamic Small Cap Core Fund (the “Dynamic Small Cap Core Fund”)

JPMorgan Dynamic Small Cap Growth Fund (the “Dynamic Small Cap Growth Fund”)

JPMorgan Equity Income II Fund (the “Equity Income II Fund”)

JPMorgan Growth and Income Fund (the “Growth and Income Fund”)

JPMorgan Intrepid America Fund (the “Intrepid America Fund”)

JPMorgan Intrepid Growth Fund (the “Intrepid Growth Fund”)

JPMorgan Intrepid Plus Fund (the “Intrepid Plus Fund” formerly known as the JPMorgan Intrepid Long/Short Fund)

JPMorgan Intrepid Multi Cap Fund (the “Intrepid Multi Cap Fund”)

JPMorgan Intrepid Value Fund (the “Intrepid Value Fund”)

JPMorgan Intrinsic Value Fund (the “Intrinsic Value Fund”)

JPMorgan Micro Cap Fund (the “Micro Cap Fund”)

JPMorgan Mid Cap Equity Fund (the “Mid Cap Equity Fund”)

JPMorgan Small Cap Core Fund (the “Small Cap Core Fund”)

JPMorgan Small Cap Equity Fund (the “Small Cap Equity Fund”)

JPMorgan Strategic Small Cap Value Fund (the “Strategic Small Cap Value Fund”)

JPMorgan U.S. Equity Fund (the “U.S. Equity Fund”)

JPMorgan U.S. Large Cap Core Plus Fund (the “U.S. Large Cap Core Plus Fund”)

JPMorgan U.S. Large Cap Value Plus Fund (the “U.S. Large Cap Value Plus Fund”)

JPMorgan U.S. Small Company Fund (the “U.S. Small Company Fund”)

JPMorgan Value Advantage Fund (the “Value Advantage Fund”)

JPMorgan Value Discovery Fund (the “Value Discovery Fund”)

JPMORGAN TRUST II (“JPMT II”)

JPMorgan Diversified Mid Cap Growth Fund (the “Diversified Mid Cap Growth Fund”)

JPMorgan Diversified Mid Cap Value Fund (the “Diversified Mid Cap Value Fund”)

JPMorgan Equity Income Fund (the “Equity Income Fund”)

JPMorgan Equity Index Fund (the “Equity Index Fund”)

JPMorgan Intrepid Mid Cap Fund (the “Intrepid Mid Cap Fund”)

JPMorgan Large Cap Growth Fund (the “Large Cap Growth Fund”)

JPMorgan Large Cap Value Fund (the “Large Cap Value Fund”)

JPMorgan Market Expansion Index Fund (the “Market Expansion Index Fund”)

JPMorgan Multi-Cap Market Neutral Fund (the “Multi-Cap Market Neutral Fund”)

JPMorgan Small Cap Growth Fund (the “Small Cap Growth Fund”)

JPMorgan Small Cap Value Fund (the “Small Cap Value Fund”)

J.P. MORGAN MUTUAL FUND INVESTMENT TRUST (“JPMMFIT”)

JPMorgan Growth Advantage Fund (the “Growth Advantage Fund”)

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC. (“JPMFMFG”)

JPMorgan Mid Cap Value Fund (the “Mid Cap Value Fund”)

(each a “Fund” and collectively, the “Funds” or the “Equity Funds”)

This Statement of Additional Information (“SAI”) is not a prospectus but contains additional information which should be read in conjunction with the prospectuses for the Funds, as supplemented from time to time (“Prospectuses”). Additionally, this SAI incorporates by reference the financial statements dated June 30, 2008, included in the annual Shareholder Reports relating to the Funds (collectively, “Financial Statements”). The Prospectuses and the Financial Statements, including the Independent Registered Public Accounting Firm’s Reports, are available without charge upon request by contacting JPMorgan Distribution Services, Inc. (“JPMDS” or the “Distributor”), the Funds’ distributor, at 1111 Polaris Parkway, Columbus, OH 43240. This SAI is divided into two Parts – Part I and Part II. Part I of this SAI contains information that is particular to each Fund. Part II of this SAI contains information that generally applies to the Funds and other JPMorgan Funds.


	For more information about the Funds or the Financial Statements, simply write or call:
	JPMorgan Funds Services
	P.O Box 8528
	Boston, MA 02266-8528
	1-800-480-4111	SAI-USEQ-1108

TABLE OF CONTENTS
PART I


GENERAL		1
The Trusts and the Funds		1
Share Classes		3
Miscellaneous		4
INVESTMENT RESTRICTIONS		5
INVESTMENT PRACTICES		15
ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES		21
QUALITY DESCRIPTION		22
DIVERSIFICATION		22
PORTFOLIO TURNOVER		23
TRUSTEES		24
Standing Committees		24
Ownership of Securities		24
Trustee Compensation		27
INVESTMENT ADVISER		30
Investment Advisory Fees		30
PORTFOLIO MANAGERS		31
Portfolio Managers’ Other Accounts Managed		31
Portfolio Managers’ Ownership Of Securities		37
ADMINISTRATOR		40
Administrator Fees		40
DISTRIBUTOR		42
Compensation Paid to JPMDS		42
Distribution Fees		43
SHAREHOLDER SERVICING		46
Shareholder Services Fees		46
BROKERAGE AND RESEARCH SERVICES		51
Brokerage Commissions		51
Broker Research		55
Securities of Regular Broker-Dealers		55
FINANCIAL INTERMEDIARIES		59
Other Cash Compensation Payments		59
Finder’s Fee Commissions		59
Finder’s Fees Paid by Advisers and Distributor		60
TAX MATTERS		60


Capital Loss Carryforwards		60
PORTFOLIO HOLDINGS DISCLOSURE		61
SHARE OWNERSHIP		63
Trustees and Officers		63
Principal Holders		63
FINANCIAL STATEMENTS		96

PLEASE SEE PART II OF THIS SAI FOR ITS TABLE OF CONTENTS

GENERAL

The Trusts and the Funds

JPMT I Historical Information

JPMT I is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on November 12, 2004, pursuant to a Declaration of Trust, dated November 5, 2004. Each of the Funds which is a series of JPMT I (except Micro Cap Fund, Strategic Small Cap Value Fund, Intrepid Plus Fund, U.S. Large Cap Core Plus Fund and Value Advantage Fund) is a successor mutual fund to JPMorgan Funds that were series of J.P. Morgan Mutual Fund Series at the close of business on February 18, 2005 (“Predecessor JPMorgan Funds”). Each of the Predecessor JPMorgan Funds (other than Intrepid America Fund, Intrepid Multi Cap Fund, Intrepid Growth Fund, Intrepid Value Fund (the “Predecessor Intrepid Funds”)) operated as a series of another legal entity prior to reorganizing and redomiciling as series of J.P. Morgan Mutual Fund Series on February 18, 2005.

The Predecessor JPMorgan Funds, other than the Predecessor Intrepid Funds, were formerly series of the following business trusts (the “Predecessor JPMorgan Trusts”):


J.P. Morgan Institutional Funds (“JPMIF”)	J.P. Morgan Mutual Fund Select Group (“JPMMFSG”)
JPMorgan Disciplined Equity Fund	JPMorgan Mid Cap Equity Fund
JPMorgan Diversified Fund	JPMorgan Small Cap Core Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Small Company Fund

J.P. Morgan Mutual Fund Group (“JPMMFG”)	J.P. Morgan Mutual Fund Series (“JPMMFS”)
JPMorgan Capital Growth Fund	JPMorgan Intrepid America Fund
JPMorgan Dynamic Small Cap Growth Fund	JPMorgan Intrepid Growth Fund
JPMorgan Growth and Income Fund	JPMorgan Intrepid Multi Cap Fund
JPMorgan Small Cap Equity Fund	JPMorgan Intrepid Value Fund

Shareholders of each of the Predecessor JPMorgan Funds approved an Agreement and Plan of Reorganization and Redomiciliation (“Shell Reorganization Agreements”) between the Predecessor JPMorgan Trusts (other than JPMMFS), on behalf of the Predecessor JPMorgan Funds (other than the series of JPMMFS), and JPMMFS, on behalf of its series. Pursuant to the Shell Reorganization Agreements, the Predecessor JPMorgan Funds (other than the series of JPMMFS) were reorganized into the corresponding series of JPMMFS effective after the close of business on February 18, 2005 (“Closing Date”).

JPMT II Historical Information

JPMT II is an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on November 12, 2004, pursuant to a Declaration of Trust dated November 5, 2004. Each of the Funds which is a series of JPMT II was formerly a series of One Group Mutual Funds, a Massachusetts business trust which was formed on May 23, 1985. At shareholder meetings held on January 20, 2005 and February 3, 2005, shareholders of One Group Mutual Funds approved the redomiciliation of One Group Mutual Funds as a Delaware statutory trust to be called JPMorgan Trust II. The redomiciliation was effective after the close of business on the closing date.

With respect to events that occurred or payments that were made prior to the Closing Date, any reference to Fund(s) (other than the Growth Advantage Fund and the Mid Cap Value Fund) in this SAI prior to the Closing Date refers to the Predecessor JPMorgan Funds or One Group Mutual Funds.

JPMMFIT Historical Information

The Growth Advantage Fund (formerly JPMorgan Mid Cap Growth Fund) is a series of JPMMFIT, an open-end management investment company which was organized as a business trust under the laws of the Commonwealth of Massachusetts, on September 23, 1997. Effective April 30, 2003, the name of JPMMFIT was changed from Mutual Fund Investment Trust to J.P. Morgan Mutual Fund Investment Trust.

JPMFMFG Historical Information

The Mid Cap Value Fund is a series of JPMFMFG, a diversified open-end management investment company which was organized as a Maryland corporation, on August 19, 1997. Effective April 30, 2003, the name of JPMFMFG was changed from Fleming Mutual Fund Group, Inc. to J.P. Morgan Fleming Mutual Fund Group, Inc.

After the close of business on February 18, 2005, certain “Predecessor JPMorgan Funds” and One Group Mutual Funds merged with and into the Funds listed below. The following list identifies the target funds and the surviving funds.

Part I - 1


Target Funds		Surviving Funds

JPMorgan Equity Income Fund		One Group Equity Income Fund (now known as JPMorgan Equity Income Fund)
JPMorgan Equity Growth Fund		One Group Large Cap Growth Fund (now known as JPMorgan Large Cap Growth Fund)
JPMorgan Small Cap Growth Fund; JPMorgan U.S. Small Company Opportunities Fund		One Group Small Cap Growth Fund (now known as JPMorgan Small Cap Growth Fund)
One Group Balanced Fund		JPMorgan Diversified Fund
One Group Diversified Equity Fund		JPMorgan U.S. Equity Fund

Fund Names. As of November 1, 2007, the JPMorgan Intrepid Long/Short Fund changed its name to the JPMorgan Intrepid Plus Fund. Until June 29, 2007, the JPMorgan Dynamic Small Cap Growth Fund was named the JPMorgan Dynamic Small Cap Fund. As of September 15, 2006, the JPMorgan Tax Aware Large Cap Value Fund changed its name to the JPMorgan Equity Income II Fund.

Prior to February 19, 2005, certain JPMT I and JPMT II Funds had the following names listed below corresponding to their current names:


Former Name		Current Name

One Group Diversified Mid Cap Fund		JPMorgan Intrepid Mid Cap Fund*
One Group Equity Income Fund		JPMorgan Equity Income Fund
One Group Equity Index Fund		JPMorgan Equity Index Fund
One Group Large Cap Growth Fund		JPMorgan Large Cap Growth Fund
One Group Large Cap Value Fund		JPMorgan Large Cap Value Fund
One Group Market Expansion Index Fund		JPMorgan Market Expansion Index Fund
One Group Market Neutral Fund		JPMorgan Multi-Cap Market Neutral Fund
One Group Mid Cap Growth Fund		JPMorgan Diversified Mid Cap Growth Fund
One Group Mid Cap Value Fund		JPMorgan Diversified Mid Cap Value Fund
JPMorgan Intrepid Investor Fund		JPMorgan Intrepid Multi Cap Fund**
JPMorgan Trust Small Cap Equity Fund		JPMorgan Small Cap Core Fund


*	As of February 19, 2005, the Fund was named the JPMorgan Diversified Mid Cap Fund. The name was changed to the JPMorgan Intrepid Mid Cap Fund effective July 29, 2005.

**	As of February 19, 2005, the Fund was named JPMorgan Intrepid Contrarian Fund. The name was changed to JPMorgan Intrepid Multi Cap Fund effective April 10, 2006.

Part I - 2

In addition, effective May 1, 2003, the following Funds of JPMMFSG were renamed with the approval of the Board of Trustees:


Former Name		Name As Of May 1, 2003

J. P. Morgan Select Mid Cap Equity		JPMorgan Mid Cap Equity Fund
J. P. Morgan Select Small Cap Equity Fund		JPMorgan Trust Small Cap Equity Fund*


*	As of February 19, 2005, the JPMorgan Trust Small Cap Equity Fund became the JPMorgan Small Cap Core Fund.

Share Classes

Share Classes. Shares in the Funds are generally offered in multiple classes. The following chart shows the share classes offered (or which may be offered in the future) by each of the Funds as of the date of this SAI:

Fund

Class A

Class B

Class C

Select
Class

Institutional
Class

Ultra

Class R5

Class R2

Capital Growth Fund

Disciplined Equity Fund

Diversified Fund

Diversified Mid Cap Growth Fund

Diversified Mid Cap Value Fund

Dynamic Growth Fund

Dynamic Small Cap Core Fund

Dynamic Small Cap Growth Fund

Equity Income Fund

Equity Income II Fund

Equity Index Fund

Growth Advantage Fund

Growth and Income Fund

Intrepid America Fund

Intrepid Growth Fund

Intrepid Mid Cap Fund

Intrepid Multi Cap Fund

Intrepid Plus Fund

Intrepid Value Fund

Intrinsic Value Fund

Large Cap Growth Fund

Large Cap Value Fund

*** *

Market Expansion Index Fund

Micro Cap Fund

Mid Cap Equity Fund

** *

Mid Cap Value Fund

Multi-Cap Market Neutral Fund

Small Cap Core Fund

Part I - 3

Fund

Class A

Class B

Class C

Select
Class

Institutional
Class

Ultra

Class R5

Class R2

Small Cap Equity Fund

Small Cap Growth Fund

Small Cap Value Fund

Strategic Small Cap Value Fund

U.S. Equity Fund

U.S. Large Cap Core Plus Fund

U.S. Large Cap Value Plus Fund

U.S. Small Company Fund

Value Advantage Fund

Value Discovery Fund


*	As of the date of this SAI, the Funds were not publicly offering these classes of shares.

**	Class R2 Shares are first being offered as of the date of this SAI.

***	As of the date of this SAI, these shares had not commenced operations.

*** *	The Ultra Shares have been liquidated. As a result, the Trust is in the process of removing them from the Declaration of Trust and will deregister them.

As of the date of this SAI, all share classes (except the Class R2 Shares) of the Small Cap Equity Fund, the Select Class Shares of the Equity Income II Fund and the Ultra Shares of the Disciplined Equity Fund are not available for purchase by new investors except as described in the Funds’ Prospectuses.

The shares of the Funds are collectively referred to in this SAI as the “Shares.”

Miscellaneous

This SAI describes the financial history, investment strategies and policies, management and operation of each of the Funds in order to enable investors to select the Fund or Funds which best suit their needs.

This SAI provides additional information with respect to the Funds and should be read in conjunction with the relevant Fund’s current Prospectuses. Capitalized terms not otherwise defined herein have the meanings accorded to them in the applicable Prospectus. The Funds’ executive offices are located at 245 Park Avenue, New York, NY 10167.

This SAI is divided into two Parts – Part I and Part II. Part I of this SAI contains information that is particular to each Fund. Part II of this SAI contains information that generally applies to the Funds and other series representing separate investment funds or portfolios of JPMT I, JPMT II, JPMMFIT, JPMFMFG and J.P. Morgan Mutual Fund Group (“JPMMFG”) (each a “JPMorgan Fund”, and together with the Funds, the “JPMorgan Funds”). Throughout this SAI, JPMT I, JPMT II, JPMMFG, JPMMFIT and JPMFMFG are each referred to as a “Trust” and collectively, as the “Trusts.” Each Trust’s Board of Trustees, or Board of Directors in the case of JPMFMFG, is referred to herein as the “Board of Trustees,” and each trustee or director is referred to as a “Trustee.”

The Funds which are series of JPMT I, JPMMFIT and JPMFMFG are advised by J.P. Morgan Investment Management Inc. (“JPMIM”). The Funds which are series of JPMT II are advised by JPMorgan Investment Advisors Inc. (“JPMorgan Investment Advisors” or “JPMIA”, formerly known as Banc One Investment Advisors Corporation). Certain other of the JPMorgan Funds are advised by Security Capital Research & Management Incorporated (“SC-R&M”), and/or sub-advised by JF International Management Inc. (“JFIMI”) or Highbridge Capital Management, LLC (“HCM”). JPMIM, JPMIA, SC-R&M, JFIMI and HCM are also referred to herein as the “Advisers” and, individually, as the “Adviser.” JFIMI and HCM are also referred to herein as the “Sub-Advisers” and, individually, as the “Sub-Adviser.”

Investments in the Funds are not deposits or obligations of, or guaranteed or endorsed by, JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), an affiliate of the Adviser, or any other bank. Shares of the Funds are not federally insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other governmental agency. An investment in a Fund is subject to risk that may cause the value of the investment to fluctuate, and when the investment is redeemed, the value may be higher or lower than the amount originally invested by the investor.

Part I - 4

INVESTMENT RESTRICTIONS

The following investment restrictions have been adopted by the respective Trust with respect to the applicable Funds. The investment restrictions listed below under the heading “Fundamental Investment Restrictions” are “fundamental” policies which, under the Investment Company Act of 1940, as amended (the “1940 Act”), may not be changed without the vote of a majority of the outstanding voting securities of a Fund, as such term is defined in “Additional Information” in Part II of this SAI. All other investment policies of a Fund (including its investment objectives) are non-fundamental, unless otherwise designated in the Fund’s Prospectuses or herein, and may be changed by the Trustees of the Fund without shareholder approval.

The percentage limitations contained in the restrictions below apply at the time of purchase of the securities. If a percentage or rating restriction on investment or use of assets set forth in a fundamental investment policy or a non-fundamental investment policy or in a Prospectus is adhered to at the time of investment, later changes in percentage resulting from any cause other than actions by a Fund will not be considered a violation. If the value of a Fund’s holdings of illiquid securities at any time exceeds the percentage limitation applicable at the time of acquisition due to subsequent fluctuations in value or other reasons, the Board of Trustees will consider what actions, if any, are appropriate to maintain adequate liquidity.

For purposes of fundamental investment restrictions regarding industry concentration, an Adviser may classify issuers by industry in accordance with classifications set forth in the Directory of Companies Filing Annual Reports with the U.S. Securities and Exchange Commission (“SEC”) or other sources. In the absence of such classification or if an Adviser determines in good faith based on its own information that the economic characteristics affecting a particular issuer make it more appropriate to be considered engaged in a different industry, an Adviser may classify an issuer accordingly. For instance, personal credit finance companies and business credit finance companies are deemed to be separate industries and wholly owned finance companies may be considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents.

Shareholders of the Capital Growth Fund, the Dynamic Small Cap Fund, the Growth Advantage Fund the Growth and Income Fund, the Micro Cap Fund, the Mid Cap Equity Fund, the Small Cap Core Fund and the Small Cap Equity Fund must be given at least 30 days’ prior written notice of any change in such Fund’s investment objectives.

In addition, each of the Funds, except the Diversified Fund, Growth Advantage Fund, Intrinsic Value Fund, Multi-Cap Market Neutral Fund, Value Advantage Fund and Value Discovery Fund has an 80% investment policy which is described in such Fund’s Prospectuses. This policy may be changed by the Board of Trustees without shareholder approval. However, each Fund will provide shareholders with written notice at least 60 days prior to a change in its 80% investment policy.

Investment Restrictions of Funds that Are Series of JPMT I, JPMFMFG and JPMMFIT

Investment Restrictions of the Mid Cap Value Fund

Fundamental Investment Restrictions. The Fund may not:

(1) Purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase agreements involving such securities) if, as a result, more than 5% of the total assets of the Fund would be invested in the securities of such issuer; or acquire more than 10% of the outstanding voting securities of any one issuer. This restriction applies to 75% of the Fund’s total assets.

(2) Purchase any securities which would cause 25% or more of the total assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the U.S. Government or its agencies and instrumentalities and repurchase agreements involving such securities.

(3) Borrow money in an amount exceeding 33 ⅓% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate the Fund to purchase securities or require the Fund to segregate assets are not considered to be borrowings. Asset coverage of a least 300% is required for all borrowings, except where the Fund has borrowed money for temporary purposes in amounts not exceeding 5% of its total assets. The Fund will not purchase securities while its borrowings exceed 5% of its total assets.

(4) Make loans if, as a result, more than 33 ⅓% of its total assets would be lent to other parties, except that the Fund may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; and (iii) lend its securities.

Part I - 5

(5) Purchase or sell real estate, physical commodities, or commodities contracts, except that the Fund may purchase (i) marketable securities issued by companies which own or invest in REITs, commodities, or commodities contracts; and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts.

(6) Issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the SEC.

(7) Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security.

Non-Fundamental Investment Restrictions. The Fund may not:

(1) Pledge, mortgage or hypothecate assets except to secure borrowings permitted by the Fund’s fundamental limitation on borrowing, provided, the Fund may segregate assets without limit in order to comply with the SEC’s position regarding the asset segregation requirements of Section 18 of the 1940 Act.

(2) Invest in companies for the purpose of exercising control.

(3) Purchase securities on margin or effect short sales, except that the Fund may (i) obtain short term credits as necessary for the clearance of security transactions; (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts; and (iii) make short sales “against the box” or in compliance with the SEC’s position regarding the asset segregation requirements of Section 18 of the 1940 Act.

(4) Invest its assets in securities of any investment company, except as permitted by the 1940 Act.

(5) Purchase or hold illiquid securities, i.e., securities that cannot be disposed of for their approximate carrying value in seven days or less (which term includes repurchase agreements and time deposits maturing in more than seven days) if, in the aggregate, more than 15% of its net assets would be invested in illiquid securities.

(6) Enter into a futures contract or options transaction if the Fund’s total outstanding obligations resulting from such futures contract or option transaction would exceed 10% of the Fund’s total assets, and the Fund will maintain assets sufficient to meet its obligations under such contracts or transactions with the Fund’s custodian or will otherwise comply with the SEC’s position regarding the asset segregation requirements of Section 18 of the 1940 Act.

(7) Acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

Investment Restrictions of the Diversified Fund, the Disciplined Equity Fund, the Intrepid Plus Fund, the U.S. Equity Fund, the U.S. Large Cap Core Plus Fund and the U.S. Small Company Fund

Fundamental Investment Restrictions. Each of the Funds:

(1) May not make any investment inconsistent with the Fund’s classification as a diversified investment company under the 1940 Act.

(2) May not purchase any security which would cause the Fund to concentrate its investments in the securities of issuers primarily engaged in any particular industry except as permitted by the SEC.

(3) May not issue senior securities, except as permitted under the 1940 Act or any rule, order or interpretation thereunder.

(4) May not borrow money, except to the extent permitted by applicable law.

(5) May not underwrite securities of other issuers, except to the extent that the Fund, in disposing of portfolio securities, may be deemed an underwriter within the meaning of the 1933 Act.

(6) May not purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, and (b) invest in securities or other instruments issued by issuers that invest in real estate and, in the case of the Diversified Fund, make direct investments in

Part I - 6

mortgages.

(7) May not purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent the Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities.

(8) May make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law.

Non-Fundamental Investment Restrictions. Each of the Funds:

(1) May not acquire any illiquid securities, such as repurchase agreements with more than seven days to maturity or fixed time deposits with a duration of over seven calendar days, if as a result thereof, more than 15% of the market value of the Fund’s net assets would be in investments which are illiquid.

(2) May not purchase securities on margin, make short sales of securities, or maintain a short position, provided that this restriction shall not be deemed to be applicable to the purchase or sale of when issued or delayed delivery securities, or to short sales that are covered in accordance with SEC rules.

(3) May not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto.

(4) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act (except that the restriction does not apply to the Diversified Fund).

Investment Restrictions of the Capital Growth Fund, the Dynamic Small Cap Growth Fund, the Growth and Income Fund, the Micro Cap Fund and the Small Cap Equity Fund

Fundamental Investment Restrictions. With respect to the Growth and Income Fund, it is a fundamental policy of the Fund that when the Fund holds no portfolio securities except interests in another investment company (“master portfolio”) in which it invests, the Fund’s investment objective and policies shall be identical to the master portfolio’s investment objective and policies, except for the following: the Fund (1) may invest more than 10% of its net assets in the securities of a registered investment company, (2) may hold more than 10% of the voting securities of a registered investment company and (3) will concentrate its investments in the investment company. It is a fundamental investment policy of the Fund that when the Fund holds only portfolio securities other than interests in the master portfolio, the Fund’s investment objective and policies shall be identical to the investment objective and policies of the master portfolio at the time the assets of the Fund were withdrawn from that master portfolio.

Each of the Funds:

(1) May not borrow money, except to the extent permitted by applicable law.

(2) May make loans to other persons, in accordance with the Fund’s investment objectives and policies and to the extent permitted by applicable law.

(3) May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or repurchase agreements secured thereby) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. Notwithstanding the foregoing, with respect to a Fund’s permissible futures and options transactions in U.S. Government securities, positions in such options and futures shall not be subject to this restriction.

In the case of the Micro Cap Fund, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.” This restriction, however, is not applicable to investments by the Micro Cap Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not members of an “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of this restriction.

Part I - 7

(4) May not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments but this shall not prevent a Fund from (i) purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities or (ii) engaging in forward purchases or sales of foreign currencies or securities.

(5) May not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business). Investments by a Fund in securities backed by mortgages on real estate or in marketable securities of companies engaged in such activities are not hereby precluded. In the case of the Micro Cap Fund, real estate includes Real Estate Limited Partnerships.

(6) May not issue any senior security (as defined in the 1940 Act), except that (i) a Fund may engage in transactions that may result in the issuance of senior securities to the extent permitted under applicable regulations and interpretations of the 1940 Act or an exemptive order; (ii) a Fund may acquire other securities, the acquisition of which may result in the issuance of a senior security, to the extent permitted under applicable regulations or interpretations of the 1940 Act; and (iii) subject to the restrictions set forth above, a Fund may borrow money as authorized by the 1940 Act. For purposes of this restriction, collateral arrangements with respect to permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security.

(7) May not underwrite securities issued by other persons except insofar as a Fund may technically be deemed to be an underwriter under the 1933 Act in selling a portfolio security.

Non-Fundamental Investment Restrictions. Each of the Funds:

(1) May not with respect to 50% of its assets, hold more than 10% of the outstanding voting securities of any issuer.

(2) May not make short sales of securities, other than short sales “against the box”, or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of a Fund. No Fund has the current intention of making short sales against the box.

(3) May not purchase or sell interests in oil, gas or mineral leases.

(4) May not invest more than 15% of its net assets in illiquid securities.

(5) May not write, purchase or sell any put or call option or any combination thereof, provided that this shall not prevent (i) the writing, purchasing or selling of puts, calls or combinations thereof with respect to portfolio securities or (ii) with respect to a Fund’s permissible futures and options transactions, the writing, purchasing, ownership, holding or selling of futures and options positions or of puts, calls or combinations thereof with respect to futures.

(6) Except as specified above, may invest in the securities of other investment companies to the extent permitted by applicable Federal securities law.

(7) May not (other than Growth and Income Fund) acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

(8) May not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto.

For purposes of the investment restrictions for the Micro Cap Fund, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal of and interest on the security.

Investment Restrictions of the Dynamic Growth Fund, the Dynamic Small Cap Core Fund, the Intrinsic Value Fund, the U.S. Large Cap Value Plus Fund and the Value Discovery Fund

Fundamental Investment Restrictions. Each of the Funds:

(1) May not purchase the securities of any issuer if as a result more than 25% of the Fund’s total assets would be invested in securities of one or more issuers whose principal business activities are in the same industry, except as permitted by

Part I - 8

the SEC. This restriction does not apply to investments in securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or repurchase agreements secured thereby, and futures and options transactions issued or guaranteed by the U.S. government or any of its agencies or instrumentalities.

(2) May not issue senior securities (as defined in the 1940 Act) except with respect to any permissible borrowings;

(3) May not borrow money, except to the extent permitted under the 1940 Act or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time or as permitted by order or interpretation of the SEC;

(4) May not underwrite securities of other issuers, except to the extent that the Fund may be deemed an underwriter under certain securities laws in the disposition of “restricted securities”;

(5) May not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in securities issued by companies in an industry or group of industries in the real estate sector;

(6) May not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act, or operate as a commodity pool, in each case as interpreted or modified by the regulatory authority having jurisdiction, from time to time; and

(7) May make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law.

(8) In the case of the U.S. Large Cap Value Plus Fund, the Fund may not make any investment inconsistent with the Fund’s classification as a diversified investment company under the 1940 Act.

In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, each of the Dynamic Growth Fund, the Dynamic Small Cap Core Fund, the Intrinsic Value Fund and the Value Discovery Fund may seek to achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Fund.

For the purposes of investment restriction (5) above, real estate includes Real Estate Limited Partnerships.

Non-Fundamental Investment Restrictions . Each of the Funds:

(2) May not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto;

(3) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

Investment Restrictions of the Growth Advantage Fund

Fundamental Investment Restrictions. The Fund:

(1) May not borrow money, except that the Fund may borrow money for temporary or emergency purposes, or by engaging in reverse repurchase transactions, in an amount not exceeding 33-⅓% of the value of its total assets at the time when the loan is made and may pledge, mortgage or hypothecate no more than ⅓ of its net assets to secure such borrowings. Any borrowings representing more than 5% of the Fund’s total assets must be repaid before the Fund may make additional investments.

(2) May make loans to other persons, in accordance with the Fund’s investment objectives and policies and to the extent permitted by applicable law.

(3) May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S.

Part I - 9

Government or any of its agencies or instrumentalities, or repurchase agreements secured thereby) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. Notwithstanding the foregoing, with respect to the Fund’s permissible futures and options transactions in U.S. Government securities, positions in such options and futures shall not be subject to this restriction.

(4) May not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments but this shall not prevent the Fund from (i) purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities or (ii) engaging in forward purchases or sales of foreign currencies or securities.

(5) May not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business). Investments by the Fund in securities backed by mortgages on real estate or in marketable securities of companies engaged in such activities are not hereby precluded.

(6) May not issue any senior security (as defined in the 1940 Act), except that (i) the Fund may engage in transactions that may result in the issuance of senior securities to the extent permitted under applicable regulations and interpretations of the 1940 Act or an exemptive order; (ii) the Fund may acquire other securities, the acquisition of which may result in the issuance of a senior security, to the extent permitted under applicable regulations or interpretations of the 1940 Act; and (iii) subject to the restrictions set forth above, the Fund may borrow money as authorized by the 1940 Act. For purposes of this restriction, collateral arrangements with respect to permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security.

(7) May not underwrite securities issued by other persons except insofar as the Fund may technically be deemed to be an underwriter under the Securities Act in selling a portfolio security.

In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, the Growth Advantage Fund may seek to achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Fund. For purposes of investment restriction (2) above, loan participations are considered to be debt instruments. For purposes of investment restriction (5) above, real estate includes Real Estate Limited Partnerships. For purposes of investment restriction (3) above, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.” Investment restriction (3) above, however, is not applicable to investments by the Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not members of an “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of restriction (3) above.

Non-Fundamental Investment Restrictions. The Fund:

(1) May not make short sales of securities, other than short sales “against the box,” or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of the Fund.

(2) May not purchase or sell interests in oil, gas or mineral leases.

(3) May not invest more than 15% of its net assets in illiquid securities.

(4) May not write, purchase or sell any put or call option or any combination thereof, provided that this shall not prevent (i) the writing, purchasing or selling of puts, calls or combinations thereof with respect to portfolio securities or (ii) with respect to the Fund’s permissible futures and options transactions, the writing, purchasing, ownership, holding or selling of futures and options positions or of puts, calls or combinations thereof with respect to futures.

(5) Except as specified above, may invest up to 5% of its total assets in the securities of any one investment company, but may not own more than 3% of the securities of any one investment company or invest more than 10% of its total assets in the securities of other investment companies.

(6) May not, with respect to 50% of its assets, hold more than 10% of the outstanding shares of issuers.

(7) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

Part I - 10

For purposes of the investment restrictions regarding the Growth Advantage Fund, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal of and interest on the security.

In order to permit the sale of its shares in certain states, the Growth Advantage Fund may make commitments more restrictive than the investment policies and limitations described above and in its Prospectus. Should the Fund determine that any such commitment is no longer in its best interests, it will revoke the commitment by terminating sales of shares in the state involved.

Investment Restrictions of the Mid Cap Equity Fund and the Small Cap Core Fund

Fundamental Investment Restrictions. Each of the Funds:

(1) May not borrow money, except to the extent permitted by applicable law.

(2) May make loans to other persons, in accordance with such Fund’s investment objective and policies and to the extent permitted by applicable law.

(7) May not underwrite securities issued by other persons except insofar as a Fund may technically be deemed to be an underwriter under the Securities Act in selling a portfolio security.

(8) May not purchase securities of any issuer if such a purchase would not be consistent with the maintenance of the Fund’s status as a diversified company under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, the Mid Cap Equity Fund and Small Cap Core Fund, may seek to achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Fund. For purposes of investment restriction (5) above, real estate includes Real Estate Limited Partnerships. For purposes of investment restriction (3) above, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.” Investment restriction (3) above, however, is not applicable to investments by a Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not members of an “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of restriction (3) above.

Non-Fundamental Investment Restrictions. Each of the Funds:

Part I - 11

(1) May not, with respect to 50% of its assets, hold more than 10% of the outstanding voting securities of any issuer.

(2) May not make short sales of securities, other than short sales against the box, or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, future contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of a Fund. No Fund has the current intention of making short sales against the box.

(3) May not purchase or sell interests in oil, gas or mineral leases.

(4) May not invest more than 15% of its net assets in illiquid securities.

(6) May invest in the securities of other investment companies to the extent permitted by applicable Federal securities law; provided, however, that a Mauritius holding company (a “Mauritius Portfolio Company”) will not be considered an investment company for this purpose.

(7) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

For purposes of the investment restrictions regarding the Mid Cap Equity Fund and the Small Cap Core Fund, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal of and interest on the security.

Investment Restrictions of the Equity Income II Fund, Intrepid Growth Fund, the Intrepid Value Fund, the Intrepid America Fund, the Intrepid Multi Cap Fund and the Value Advantage Fund

Fundamental Investment Restrictions. Each of the Funds:

(1) May not make any investment inconsistent with the Fund’s classification as a diversified investment company under the Investment Company Act of 1940.

(2) May not purchase any security which would cause the Fund to concentrate its investments in the securities of issuers primarily engaged in any particular industry except as permitted by the SEC.

(3) May not issue senior securities, except as permitted under the Investment Company Act of 1940 or any rule, order or interpretation thereunder.

(4) May not borrow money, except to the extent permitted by applicable law.

(5) May not underwrite securities of other issuers, except to the extent that the Fund, in disposing of Fund securities, may be deemed an underwriter within the meaning of the Securities Act of 1933.

(6) May not purchase or sell real estate, except that, to the extent permitted by applicable law, the Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, (b) invest in securities or other instruments issued by issuers that invest in real estate and make direct investments in mortgages.

(8) May make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law.

Part I - 12

Non-Fundamental Investment Restrictions. Each of the Funds:

(2) May not purchase securities on margin, make short sales of securities, or maintain a short position, provided that this restriction shall not be deemed to be applicable to the purchase or sale of when-issued or delayed delivery securities, or to short sales that are covered in accordance with SEC rules.

(3) May not acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto.

(4) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

In addition, the Funds may borrow money from banks for temporary or short-term purposes. But, none of the Funds may borrow money to buy additional securities, which is known as “leverage.”

Investment Restrictions of the Strategic Small Cap Value Fund

Fundamental Investment Restrictions. The Fund:

(1) May not borrow money, except to the extent permitted under the 1940 Act or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(2) May make loans to other persons, in accordance with the Fund’s investment objective and policies and to the extent permitted by applicable law.

(3) May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or repurchase agreements secured thereby) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. Notwithstanding the foregoing, with respect to the Fund’s permissible futures and options transactions in U.S. Government securities, positions in such options and futures shall not be subject to this restriction.

(4) May not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act, or operate as a commodity pool, in each case as interpreted or modified by regulatory authority having jurisdiction from time to time.

(5) May not purchase or sell real estate (however, the Fund may, to the extent appropriate to its investment objective, purchase securities secured by real estate or interests therein or securities issued by companies investing in real estate or interests there);

(6) May not issue any senior security (as defined in the 1940 Act), except with respect to any permissible borrowings.

(7) May not underwrite securities issued by other persons except insofar as the Fund may technically be deemed to be an underwriter under the Securities Act in selling a portfolio security.

For purposes of investment restriction (5) above, real estate includes real estate limited partnerships. For purposes of investment restriction (3) above, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.” Investment restriction (3) above, however, is not applicable to investments by the Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not members of an “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of restriction (3) above.

Non-Fundamental Investment Restrictions. The Fund:

(1) May not purchase or sell interests in oil, gas or mineral leases.

Part I - 13

(2) May not invest more than 15% of its net assets in illiquid securities.

(3) May invest in the securities of other investment companies to the extent permitted by applicable Federal securities law.

(4) May not acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

For purposes of the investment restrictions, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal of and interest on the security.

Investment Restrictions of Funds that are Series of JPMT II

Fundamental Investment Restrictions. None of the Funds may:

(1) Purchase securities of any issuer if such purchase would not be consistent with the maintenance of the Fund’s status as a diversified company under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(2) Purchase any securities that would cause more than 25% of the total assets of a Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (i) this limitation does not apply to investments in obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities and repurchase agreements involving such securities. For purposes of this limitation (i) utilities will be divided according to their services (for example, gas, gas transmission, electric and telephone will each be considered a separate industry); and (ii) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents.

(3) Make loans, except that a Fund may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; (iii) engage in securities lending as described in the Prospectus and the Statement of Additional Information; and (iv) make loans to the extent permitted by an order issued by the SEC.

(4) Underwrite the securities of other issuers except to the extent that a Fund may be deemed to be an underwriter under certain securities laws in the disposition of “restricted securities.”

(5) Purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act, or operate as a commodity pool, in each case as interpreted or modified by regulatory authority having jurisdiction, from time to time.

(6) Purchase participation or other direct interests in oil, gas or mineral exploration or development programs (although investments by all Funds in marketable securities of companies engaged in such activities are not hereby precluded).

(7) Borrow money, except to the extent permitted under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

(8) Purchase securities of other investment companies except as permitted by the 1940 Act and rules, regulations and applicable exemptive relief thereunder.

(9) Issue senior securities except with respect to any permissible borrowings.

(10) Purchase or sell real estate (however, each Fund may, to the extent appropriate to its investment objective, purchase securities secured by real estate or interests therein or securities issued by companies investing in real estate or interests therein).

None of the Funds (other than the Multi-Cap Market Neutral Fund) may:

(1) Purchase securities on margin or sell securities short except, for use of short-term credit necessary for clearance of purchases of portfolio securities.

Non-Fundamental Investment Restrictions.

The following policy applies to the Equity Index Fund:

Part I - 14

(1) The Fund may not invest more than 10% of its total assets in securities issued or guaranteed by the United States, its agencies or instrumentalities. Repurchase agreements held in margin deposits and segregated accounts for futures contracts are not considered issued or guaranteed by the United States, its agencies or instrumentalities for purposes of the 10% limitation.

None of the Funds may:

(1) Invest in illiquid securities in an amount exceeding, in the aggregate 15% of the Fund’s net assets. An illiquid security is a security which cannot be disposed of promptly (within seven days) and in the usual course of business without a loss, and includes repurchase agreements maturing in excess of seven days, time deposits with a withdrawal penalty, non-negotiable instruments and instruments for which no market exists.

(2) Acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

INVESTMENT PRACTICES

The Funds invest in a variety of securities and employ a number of investment techniques. What follows is a list of some of the securities and techniques which may be utilized by the Funds. For a more complete discussion, see the “Investment Strategies and Policies” section in Part II of this SAI.


FUND NAME		FUND CODE

Capital Growth Fund		1
Disciplined Equity Fund		2
Diversified Fund		3
Diversified Mid Cap Growth Fund		4
Diversified Mid Cap Value Fund		5
Dynamic Growth Fund		6
Dynamic Small Cap Core Fund		7
Dynamic Small Cap Growth Fund		8
Equity Income Fund		9
Equity Income II Fund		10
Equity Index Fund		11
Growth Advantage Fund		12
Growth and Income Fund		13
Intrepid America Fund		14
Intrepid Growth Fund		15
Intrepid Plus Fund		16
Intrepid Mid Cap Fund		17
Intrepid Multi Cap Fund		18
Intrepid Value Fund		19
Intrinsic Value Fund		20
Large Cap Growth Fund		21
Large Cap Value Fund		22
Market Expansion Index Fund		23
Micro Cap Fund		24
Mid Cap Equity Fund		25
Mid Cap Value Fund		26
Multi-Cap Market Neutral Fund		27
Small Cap Core Fund		28
Small Cap Equity Fund		29
Small Cap Growth Fund		30
Small Cap Value Fund		31
Strategic Small Cap Value Fund		32
U.S. Equity Fund		33
U.S. Large Cap Core Plus Fund		34
U.S. Large Cap Value Plus Fund		35
U.S. Small Company Fund		36

Part I - 15


FUND NAME		FUND CODE

Value Advantage Fund		37
Value Discovery Fund		38


Instrument	Fund Codes	Part II Section Reference

Adjustable Rate Mortgage Loans (“ARMs”): Loans in a mortgage pool which provide for a fixed initial mortgage interest rate for a specified period of time, after which the rate may be subject to periodic adjustments.	1, 3-10, 12-19, 24- 26, 28-32, 37-38	Mortgage-Related Securities

Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, and credit card receivables or other securities backed by other types of receivables or other assets.	1, 3-10, 12-20, 24- 26, 28-32, 37-38	Asset-Backed Securities

Auction Rate Securities: Auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies.	1, 4-10, 12-19, 24-26, 28-32, 37-38	Auction Rate Securities

Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit and time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds.	1-38	Bank Obligations

Borrowings: A Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of a Fund’s assets and may cause a Fund to liquidate portfolio positions when it would not be advantageous to do so. A Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes.	1-38	Miscellaneous Investment Strategies and Risks

Brady Bonds: Securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings.	1, 3-10, 12-19, 24-26, 28-32, 37-38	Foreign Investments (including Foreign Currencies)

Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell, a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy, a security at a specified price at a future date. A Fund will sell only covered call and secured put options.	1-26, 28-38	Options and Futures Transactions

Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months.	1-38	Commercial Paper

Commodity-Linked Derivatives: Securities whose value derives from the price of a commodity, including commodity futures and commodity options.	6-7, 38	Miscellaneous Investment Strategies and Risks

Common Stock: Shares of ownership of a company.	1-38	Equity Securities, Warrants and Rights

Common Stock Warrants and Rights: 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.	1-38	Equity Securities, Warrants and Rights

Convertible Securities: Bonds or preferred stock that can convert to common stock.	1-38	Convertible Securities

Part I - 16


Instrument	Fund Codes	Part II Section Reference

Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers.	1-21, 24-26, 28-33, 36-38	Debt Instruments

Credit Default Swaps (“CDS”): A swap agreement between two parties pursuant to which one party pays the other a fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate.	1, 3-10, 12-19, 24-25, 28-32, 37-38	Swaps and Related Swap Products

Custodial Receipts: A Fund may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts.	6-7, 38	Custodial Receipts

Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by a Fund.	1, 3-10, 12-19, 24-26, 28-32, 37-38	Demand Features

Emerging Market Securities: Securities issued by issuers or governments in countries with emerging economies or securities markets may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries.	1-10, 12 -22, 24- 26, 28-38	Foreign Investments (including Foreign Currencies)

Exchange Traded Funds (“ETFs”): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad based, sector or international index. ETFs include a wide range of investments such as iShares, Standard & Poor’s Depository Receipts (“SPDRs”) and NASDAQ 100’s.	1-38	Investment Company Securities and Exchange Traded Funds

Foreign Currency Transactions: Strategies used to hedge against currency risks, for other risk management purposes or to increase income or gain to a Fund. These strategies may consist of use of any of the following: options on currencies, currency futures, options on such futures, forward foreign currency transactions (including non-deliverable forwards (“NDFs”)), forward rate agreements and currency swaps, caps and floors. Certain Funds may engage in such transactions in both U.S. and non-U.S. markets.	1, 3-10, 12-19, 24-33, 37-38	Foreign Investments (including Foreign Currencies)

Foreign Investments: Equity and debt securities (e.g., bonds and commercial paper) of foreign entities and obligations of foreign branches of U.S. banks and foreign banks. Foreign securities may also include American Depositary Receipts (“ADR”), Global Depositary Receipts (“GDR”), European Depositary Receipts (“EDR”) and American Depositary Securities.	1-38	Foreign Investments (including Foreign Currencies)

High Yield/High Risk Securities/Junk Bonds: Securities that are generally rated below investment grade by the primary rating agencies or are unrated but are deemed by a Fund’s Adviser to be of comparable quality.	1, 3-10, 12-20, 24-26, 28-32, 37- 38	Debt Instruments

Inflation-Linked Debt Securities: Includes fixed and floating rate debt securities of varying maturities issued by the U.S. government as well as securities issued by other entities such as corporations, foreign governments and foreign issuers.	1, 3-10, 12-19, 24-26, 28-32, 37-38	Debt Instruments

Part I - 17


Instrument	Fund Codes	Part II Section Reference

Initial Public Offerings (“IPOs”): A transaction in which a previously private company makes its first sale of stock to the public.	1-10, 12- 22, 24- 38	Equity Securities, Warrants and Rights

Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility.	1-38	Miscellaneous Investment Strategies and Risks

Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the opposite direction from the market rate of interest to which the inverse floater is indexed.	1, 3-10, 12-19, 24-26, 28-32, 37-38	Inverse Floaters and Interest Rate Caps

Investment Company Securities: Shares of other investment companies, including money market funds for which the Adviser and/or its affiliates serve as investment adviser or administrator. The Adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law.	1-38	Investment Company Securities and Exchange Traded Funds

Loan Assignments and Participations: Assignments of, or participations in, all or a portion of loans to corporations or governments, including governments in less developed countries.	1, 3-10, 12-20, 24-26, 28-32, 37-38	Loan Assignments and Participations

Master Limited Partnerships: Limited partnerships that are publicly traded on a securities exchange.	1-38	Master Limited Partnerships

Mortgages (Directly Held): Debt instruments secured by real property.	1, 4-10, 12-19, 21-22, 24-34, 37-38	Mortgage-Related Securities

Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans such as collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities (“CMBSs”), and other asset-backed structures.	1-10, 12-19, 21- 22, 24-26, 28- 34, 36-38	Mortgage-Related Securities

Mortgage Dollar Rolls: A transaction in which a Fund sells securities for delivery in a current month and simultaneously contracts with the same party to repurchase similar but not identical securities on a specified future date.	1, 3-10, 12-19, 21-22, 24-26, 28-32, 37-38	Mortgage-Related Securities

Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include private activity bonds and industrial development bonds, as well as general obligation notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single-family revenue bonds.	1, 3-10, 12-22, 24,-26, 28-32, 37-38	Municipal Securities

New Financial Products: New options and futures contracts and other financial products continue to be developed and a Fund may invest in such options, contracts and products.	1-26, 28-38	Miscellaneous Investment Strategies and Risks

Obligations of Supranational Agencies: Obligations which are chartered to promote economic development and are supported by various governments and governmental agencies.	1, 3-10, 12-19, 24-26, 28-32, 37-38	Foreign Investments (including Foreign Currencies)

Options and Futures Transactions: A Fund may purchase and sell (a) exchange traded and over-the-counter put and call options on securities, indexes of securities and futures contracts on securities and indexes of securities and (b) futures contracts on securities and indexes of securities.	1-26, 28-38	Options and Futures Transactions

Part I - 18


Instrument	Fund Codes	Part II Section Reference

Preferred Stock: 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.	1-38	Equity Securities, Warrants and Rights

Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities.	1-38	Miscellaneous Investment Strategies and Risks

Real Estate Investment Trusts (“REITs”): Pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interest.	1-38	Real Estate Investment Trusts

Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan.	1-38	Repurchase Agreements

Reverse Repurchase Agreements: The sale of a security and the simultaneous commitment to buy the security back at an agreed upon price on an agreed upon date. This is treated as a borrowing by a Fund.	1-19, 21-26, 28- 34, 36 -38	Reverse Repurchase Agreements

Securities Issued in Connection with Reorganizations and Corporate Restructurings: In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities.	1-10, 12-22, 24-26 , 28-38	Miscellaneous Investment Strategies and Risks

Securities Lending: The lending of up to 33⅓% of a Fund’s total assets. In return, a Fund will receive cash, other securities, and/or letters of credit as collateral.	1- 5, 8- 17, 21-23, 25-26, 28-33, 36, 38	Securities Lending

Short Selling: A Fund sells a security it does not own in anticipation of a decline in the market value of the security. To complete the transaction, a Fund must borrow the security to make delivery to the buyer. A Fund is obligated to replace the security borrowed by purchasing it subsequently at the market price at the time of replacement.	1, 3-4, 8- 10, 12-16, 18-19, 24-29, 32, 34- 35, 37-38	Short Selling

Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (“GICs”) and Bank Investment Contracts (“BICs”).	1-38	Short-Term Funding Agreements

Sovereign Obligations: Investments in debt obligations issued or guaranteed by a foreign sovereign government, or its agencies, authorities or political subdivisions.	1, 3-10, 12-19, 24-26, 28-34, 37-38	Foreign Investments (including Foreign Currencies)

Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest Only (“IO”) and Principal Only (“PO”) securities issued outside a REMIC or CMO structure.	1-10, 12-19, 24-26, 28-34, 36-38	Mortgage-Related Securities

Structured Investments: A security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security.	1, 4-10, 12-26, 28-32, 37-38	Structured Investments

Part I - 19


Instrument	Fund Codes	Part II Section Reference

Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. A Fund may enter into these transactions to manage its exposure to changing interest rates and other factors.	1-19, 21-26, 28- 38	Swaps and Related Swap Products

Synthetic Variable Rate Instruments: Instruments that generally involve the deposit of a long-term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par.	1, 4-10, 12-19, 24-26, 28-32, 37-38	Swaps and Related Swap Products

Temporary Defensive Positions: To respond to unusual circumstances, a Fund may invest a portion of its total assets in cash and cash equivalents for temporary defensive purposes.	1-10, 12-22, 24-38	Miscellaneous Investment Strategies and Risks

Treasury Receipts: A Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (“TRs”), Treasury Investment Growth Receipts (“TIGRs”), and Certificates of Accrual on Treasury Securities (“CATS”).	1-38	Treasury Receipts

Trust Preferreds: Securities with characteristics of both subordinated debt and preferred stock. Trust preferreds are generally long term securities that make periodic fixed or variable interest payments.	1-5, 8-19, 21, 24-26, 28-33, 34, 36- 38	Trust Preferred Securities

U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include all types of securities issued by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”), including funding notes, subordinated benchmark notes, CMOs and REMICs.	1-38	Mortgage-Related Securities

U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) and Coupons Under Book Entry Safekeeping (“CUBES”).	1-38	U.S. Government Obligations

Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other period and which may be payable to a Fund on demand or at the expiration of a specified term.	1-10, 12-19, 21- 22, 24-34, 37-38	Debt Instruments

When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date.	1-38	When-Issued Securities, Delayed Delivery Securities and Forward Commitments

Part I - 20


Instrument	Fund Codes	Part II Section Reference

Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero-coupon debt securities which convert on a specified date to interest bearing debt securities.	1, 3-10, 12-20, 24-26, 28-32, 37-38	Debt Instruments

ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES

Foreign Investments

Except as noted below, investments in all types of foreign securities will not exceed 20% of the total assets of the Funds. Investments in foreign securities shall not exceed 10% of the net assets of the Market Expansion Index Fund and the Diversified Fund may invest up to 30% of its total assets in foreign securities, either in equity or fixed income securities.

Limitations on the Use of Futures

In addition, none of the JPMT II Funds will enter into futures contracts to the extent that the value of the futures contracts held would exceed 25% of the respective Fund’s total assets. The Multi-Cap Market Neutral Fund is not permitted to use futures contracts.

Limitations on the Use of Options

Each JPMT II Fund will limit the writing of put and call options to 25% of its net assets. These Funds may enter into over-the-counter option transactions provided there exists an active over-the-counter market for such options that will establish their pricing and liquidity. Broker-dealers with whom a Trust will enter into such option transactions shall have a minimum net worth of $20,000,000.

Index Investing by the Equity Index Fund and the Market Expansion Index Fund

Equity Index Fund. The Equity Index Fund attempts to track the performance of the S&P 500 Index (the “Index”) to achieve a correlation between the performance of the Fund and that of the Index of at least 0.95, without taking into account expenses. A correlation of 1.00 would indicate perfect correlation, which would be achieved when the Fund’s net asset value, including the value of its dividend and capital gains distributions, increases or decreases in exact proportion to changes in the Index. The Fund’s ability to correlate its performance with the Index, however, may be affected by, among other things, changes in securities markets, the manner in which the Index is calculated by S&P and the timing of purchases and redemptions. In the future, the Trustees of the Trust, subject to the approval of Shareholders, may select another index if such a standard of comparison is deemed to be more representative of the performance of common stocks.

S&P chooses the stocks to be included in the Index largely on a statistical basis. Inclusion of a stock in the Index in no way implies an opinion by S&P as to its attractiveness as an investment. The Index is determined, composed and calculated by S&P without regard to the Equity Index Fund. S&P is neither a sponsor of, nor in any way affiliated with the Equity Index Fund, and S&P makes no representation or warranty, expressed or implied, on the advisability of investing in the Equity Index Fund or as to the ability of the Index to track general stock market performance. S&P disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included in the Index. “S&P 500” is a service mark of S&P.

The weights of stocks in the Index are based on each stock’s relative total market value, i.e., market price per share times the number of Shares outstanding. Because of this weighting, approximately 50% of the Index is currently composed of the 50 largest companies in the Index, and the Index currently represents over 65% of the market value of all U.S. common stocks listed on the New York Stock Exchange. Typically, companies included in the Index are the largest and most dominant firms in their respective industries.

The Adviser generally selects stocks for the Equity Index Fund in the order of their weights in the Index beginning with the heaviest weighted stocks. The percentage of the Equity Index Fund’s assets to be invested in each stock is approximately the same as the percentage it represents in the Index. No attempt is made to manage the Equity Index Fund in

Part I - 21

the traditional sense using economic, financial and market analysis. The Equity Index Fund is managed using a computer program to determine which stocks are to be purchased and sold to replicate the Index to the extent feasible. From time to time, administrative adjustments may be made in the Fund because of changes in the composition of the Index, but such changes should be infrequent.

Market Expansion Index Fund. The Market Expansion Index Fund invests in stocks of medium-sized and small U.S. companies that are included in the Standard & Poor’s SmallCap 600 Index and the Standard & Poor’s MidCap 400 Index (the “Indices”) 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 will attempt to achieve a correlation between the performance of its portfolio and that of the combined Indices of at least 0.95, without taking into account expenses. A correlation of 1.00 would indicate perfect correlation, which would be achieved when the Fund’s net asset value, including the value of its dividend and capital gains distributions, increases or decreases in exact proportion to changes in the combined Indices. The Fund’s ability to correlate its performance with the combined Indices, however, may be affected by, among other things, changes in securities markets, the manner in which the Indices are calculated by S&P and the timing of purchases and redemptions. In the future, the Trustees of the Trust, subject to the approval of Shareholders, may select other indices if such a standard of comparison is deemed to be more representative of the performance of common stocks.

The Indices are determined, composed and calculated by S&P without regard to the Market Expansion Index Fund. S&P is neither a sponsor of, nor in any way affiliated with the Market Expansion Index Fund, and S&P makes no representation or warranty, expressed or implied on the advisability of investing in the Market Expansion Index Fund or as to the ability of the Indices to track general stock market performance, and S&P disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Indices or any data included therein.

Limitations on Purchases of Securities. In addition to restrictions imposed on the index funds under the 1940 Act, the Adviser may be restricted from purchasing securities for the Equity Index Fund or the Market Expansion Index Fund due to various regulatory requirements applicable to such securities. Such regulatory requirements (e.g., regulations applicable to banking entities, insurance companies and public utility holdings companies) may limit the amount of securities that may be owned by accounts over which the Adviser or its affiliates have discretionary authority or control. As a result, there may be times when the Adviser is unable to purchase securities that would otherwise be purchased to replicate the applicable index.

Use of When-Issued Securities and Forward Commitments

No JPMT II Fund intends to purchase “when issued” securities for speculative purposes but only for the purpose of acquiring portfolio securities. Because a Fund will set aside cash or liquid portfolio securities to satisfy its purchase commitments in the manner described, the Fund’s liquidity and the ability of the Adviser to manage the Fund might be affected in the event its commitments to purchase when-issued securities ever exceeded 40% of the value of its assets. Commitments to purchase when-issued securities will not, under normal market conditions, exceed 25% of a Fund’s total assets. A Fund may dispose of a when-issued security or forward commitment prior to settlement if the Adviser deems it appropriate to do so.

QUALITY DESCRIPTION

The JPMT II Funds may purchase commercial paper consisting of issues rated at the time of purchase in the top two rating categories by at least one a nationally recognized statistical rating organization (“NRSRO”) (such as A-2 or better by S&P, Prime-2 or better by Moody’s, F-2 or better by Fitch or R-2 or better by Dominion) or if unrated, determined by the Adviser to be of comparable quality.

At the time a JPMT I Fund invests in any commercial paper, bank obligation or repurchase agreement, the issuer must have outstanding debt rated A or higher by Moody’s or S&P and the issuer’s parent corporation, if any, must have outstanding commercial paper rated Prime-1 by Moody’s or A-1 by S&P, or if no such ratings are available, the investment must be of comparable quality in the Adviser’s opinion. At the time a JPMT I Fund invests in any other short-term debt securities, they must be rated A or higher by Moody’s or S&P, or if unrated, the investment must be of comparable quality in the Adviser’s opinion.

DIVERSIFICATION

All of the Funds intend to meet the diversification requirement of the 1940 Act, except the following, which are non-

Part I - 22

diversified:


	1.	the Dynamic Growth Fund
	2.	the Dynamic Small Cap Core Fund
	3.	the Intrinsic Value Fund
	4.	the Strategic Small Cap Value Fund
	5.	the Value Discovery Fund

For a more complete discussion see the “Diversification” section in Part II of this SAI.

PORTFOLIO TURNOVER

A portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of a Fund’s purchases or sales of securities (excluding short-term securities) by the average market value of the Fund. The Adviser intends to manage each Fund’s assets by buying and selling securities to help attain its investment objective. A rate of 100% indicates that the equivalent of all of a Fund’s assets have been sold and reinvested in a year. High portfolio turnover may affect the amount, timing and character of distributions, and, as a result, may increase the amount of taxes payable by shareholders. Higher portfolio turnover also results in higher transaction costs. To the extent that net short-term capital gains are realized by a Fund, any distributions resulting from such gains are considered ordinary income for federal income tax purposes. For a more complete discussion, see the “Distributions and Tax Matters” section in Part II of this SAI.

The table below sets forth the Funds’ portfolio turnover rates for the last two fiscal years.


	Fiscal Year Ended June 30,
FUNDS	2007		2008

Diversified Mid Cap Growth Fund	119	%	95	%
Diversified Mid Cap Value Fund	47	%	58	%
Equity Income Fund	23	%	49	%
Equity Index Fund	9	%	12	%
Intrepid Plus Fund	108	%	125	%
Intrepid Mid Cap Fund	117	%	109	%
Large Cap Growth Fund	35	%	52	%
Large Cap Value Fund	77	%	93	%
Market Expansion Index Fund	44	%	65	%
Multi-Cap Market Neutral Fund	96	%	116	%
Small Cap Growth Fund	86	%	71	%
Small Cap Value Fund	38	%	35	%
Strategic Small Cap Value Fund	103	%	109	%

	Fiscal Year Ended June 30,
FUNDS	2007		2008

Capital Growth Fund	121	%	107	%
Disciplined Equity Fund	59	%	72	%
Diversified Fund	218	%	234	%
Dynamic Growth Fund⁽¹⁾	N/A		24	%
Dynamic Small Cap Core Fund⁽¹⁾	N/A		76	%
Dynamic Small Cap Growth Fund	144	%	122	%
Equity Income II Fund⁽²⁾	52	%	29	%
Growth Advantage Fund	159	%	118	%
Growth and Income Fund	49	%	69	%

Part I - 23


	Fiscal Year Ended June 30,
FUNDS	2007		2008

Intrepid America Fund	81	%	89	%
Intrepid Growth Fund	130	%	130	%
Intrepid Multi Cap Fund	89	%	108	%
Intrepid Value Fund	59	%	78	%
Intrinsic Value Fund^{( 3 )}	N/A		29	%
Micro Cap Fund	73	%	117	%
Mid Cap Equity Fund	82	%	79	%
Mid Cap Value Fund	45	%	31	%
Small Cap Core Fund	37	%	35	%
Small Cap Equity Fund	26	%	52	%
U.S. Equity Fund	112	%	103	%
U.S. Large Cap Core Plus Fund	138	%	124	%
U.S. Large Cap Value Plus Fund^{( 1 )}	N/A		57	%
U.S. Small Company Fund	46	%	130	%
Value Advantage Fund	77	%	103	%
Value Discovery Fund⁽⁴⁾	N/A		42	%


(1)	The Fund commenced operations on November 30, 2007. As a result the portfolio turnover for the fiscal period ended June 30, 2008 only represents a seven-month, not a twelve-month period.

(2)	The Fund’s fiscal year end changed from October 31 to June 30. As a result the portfolio turnover for the fiscal period ended June 30, 2007 only represents an eight-month, not a twelve-month period.

(3)	The Fund commenced operations on February 28, 2008. As a result the portfolio turnover for the fiscal period ended June 30, 2008 only represents a four-month, not a twelve-month period.

(4)	The Fund commenced operations on September 28, 2007. As a result the portfolio turnover for the fiscal period ended June 30, 2008 only represents a nine-month, not a twelve-month period.

TRUSTEES

Standing Committees

There are four standing committees of the Board of Trustees: the Audit Committee, the Compliance Committee, the Governance Committee and the Investment Committee.

The Audit Committee met four times during the fiscal year ended June 30, 2008. The Compliance Committee met four times during the fiscal year ended June 30, 2008. The Governance Committee met six times during the fiscal year ended June 30, 2008. The Investment Committee met five times during the fiscal year ended June 30, 2008. For a more complete discussion, see the “Trustees” Section in Part II of this SAI.

Ownership of Securities

The following table shows the dollar range of each Trustee’s beneficial ownership as of December 31, 2007, in the Funds and each Trustee’s aggregate dollar range of ownership in any Funds that the Trustee oversees in the Family of Investment Companies:

Name of Trustee

Ownership
of Capital
Growth
Fund

Ownership
of
Disciplined
Equity
Fund

Ownership
of
Diversified
Fund

Ownership
of
Dynamic
Growth
Fund

Ownership
of Dynamic
Small Cap
Core Fund

Ownership
of
Dynamic
Small Cap
Growth
Fund

Ownership
of Equity
Income II
Fund

Independent Trustees

Part I - 24

Name of Trustee

Ownership
of Capital
Growth
Fund

Ownership
of
Disciplined
Equity
Fund

Ownership
of
Diversified
Fund

Ownership
of
Dynamic
Growth
Fund

Ownership
of Dynamic
Small Cap
Core Fund

Ownership
of
Dynamic
Small Cap
Growth
Fund

Ownership
of Equity
Income II
Fund

William J. Armstrong

None

Roland R. Eppley, Jr.

None

John F. Finn

Over $100,000

None

Dr. Matthew Goldstein

$10,001-$50,000

None

Robert J Higgins

None

Peter C. Marshall

None

Marilyn McCoy

None

William G. Morton, Jr.

$1-$10,000

None

Robert A. Oden, Jr.

None

Fergus Reid, III

None

Frederick W. Ruebeck

None

James J. Schonbachler

None

Interested Trustee

Leonard M. Spalding, Jr.

Over $100,000

None

Name of Trustee

Ownership
of Growth
and Income
Fund

Ownership
of Intrepid
America
Fund

Ownership
of Intrepid
Growth
Fund

Ownership
of Intrepid
Multi Cap
Fund

Ownership
of Intrepid
Plus Fund

Ownership
of Intrepid
Value Fund

Independent Trustees

William J. Armstrong

None

Roland R. Eppley, Jr.

None

John F. Finn

None

Over $100,000

None

$50,001-$100,000

Dr. Matthew Goldstein

None

$10,001-$50,000

$50,001-$100,000

None

Robert J. Higgins

None

Peter C. Marshall

None

Marilyn McCoy

None

Over $100,000

None

William G. Morton, Jr.

$1-$10,000

None

$50,001-$100,000

None

Robert A. Oden, Jr.

None

Fergus Reid, III

None

Frederick W. Ruebeck

None

James J. Schonbachler

None

Interested Trustee

Leonard M. Spalding, Jr.

Over $100,000

None

Over $100,000

None

$50,001-$100,000

Name of Trustee

Ownership of
Intrinsic
Value Fund

Ownership
of Micro
Cap Fund

Ownership of
Mid Cap
Equity Fund

Ownership of
Small Cap
Core Fund

Ownership of
Small Cap
Equity Fund

Ownership of
Strategic Small
Cap Value Fund

Independent Trustees

William J. Armstrong

None

Roland R. Eppley, Jr.

None

John F. Finn

None

Over $100,000

None

Dr. Matthew Goldstein

None

$10,001-$50,000

None

Robert J. Higgins

None

Peter C. Marshall

None

Marilyn McCoy

None

William G. Morton, Jr.

None

Part I - 25

Name of Trustee

Ownership of
Intrinsic
Value Fund

Ownership
of Micro
Cap Fund

Ownership of
Mid Cap
Equity Fund

Ownership of
Small Cap
Core Fund

Ownership of
Small Cap
Equity Fund

Ownership of
Strategic Small
Cap Value Fund

Robert A. Oden, Jr.

None

Fergus Reid, III

None

Frederick W. Ruebeck

None

James J. Schonbachler

None

Interested Trustee

Leonard M. Spalding, Jr.

None

Name of Trustee

Ownership of
U.S.
Equity
Fund

Ownership
of U.S.
Large Cap
Core Plus
Fund

Ownership of
U.S. Large Cap
Value Plus
Fund

Ownership of
U.S. Small
Company
Fund

Ownership of
Value
Advantage
Fund

Ownership
of Value
Discovery
Fund

Independent Trustees

William J. Armstrong

None

Roland R. Eppley, Jr.

None

John F. Finn

None

Over $100,000

None

Over $100,000

None

Dr. Matthew Goldstein

None

Robert J Higgins

None

Peter C. Marshall

None

Marilyn McCoy

None

William G. Morton, Jr.

None

Robert A. Oden, Jr.

None

Fergus Reid, III

None

Frederick W. Ruebeck

None

James J. Schonbachler

None

Interested Trustee

Leonard M. Spalding, Jr.

None

Name of Trustee

Ownership of
Diversified Mid
Cap Growth Fund

Ownership of
Diversified
Mid Cap Value
Fund

Ownership of
Equity
Income Fund

Ownership of
Equity Index
Fund

Ownership of
Intrepid Mid
Cap Fund

Ownership of
Large Cap
Growth Fund

Independent Trustees

William J. Armstrong

None

Roland R. Eppley, Jr.

None

John F. Finn

None

Dr. Matthew Goldstein

None

Robert J. Higgins

None

Peter C. Marshall

None

$50,001-$100,000

None

Marilyn McCoy

Over $100,000

None

Over $100,000

None

William G. Morton, Jr.

None

Robert A. Oden, Jr.

None

$50,001-$100,000

None

$50,001-$100,000

Fergus Reid, III

None

Frederick W. Ruebeck

None

James J. Schonbachler

None

$10,001-$50,000

None

Interested Trustee

Leonard M. Spalding, Jr.

None

$10,001-$50,000

None

Part I - 26


Name of Trustee	Ownership of Large Cap Value Fund	Ownership of Market Expansion Index Fund	Ownership of Multi-Cap Market Neutral Fund	Ownership of Small Cap Growth Fund	Ownership of Small Cap Value Fund

Independent Trustees
William J. Armstrong	None	None	None	None	None
Roland R. Eppley, Jr.	None	None	None	None	None
John F. Finn	None	None	None	None	None
Dr. Matthew Goldstein	None	None	$10,001-$50,000	None	None
Robert J. Higgins	None	None	None	None	None
Peter C. Marshall	None	None	None	None	None
Marilyn McCoy	None	None	None	Over $100,000	Over $100,000
William G. Morton, Jr.	None	None	None	None	None
Robert A. Oden, Jr.	None	None	None	None	None
Fergus Reid, III	None	None	None	None	None
Frederick W. Ruebeck	None	None	None	None	None
James J. Schonbachler	None	None	None	None	None
Interested Trustee
Leonard M. Spalding, Jr.	None	None	None	None	None


Name of Trustee	Ownership of Growth Advantage Fund	Ownership of Mid Cap Value Fund	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by the Trustee in the Family of Investment Companies⁽¹⁾⁽²⁾

Independent Trustees
William J. Armstrong	None	None	Over $100,000
Roland R. Eppley, Jr.	None	None	Over $100,000
John F. Finn	None	None	Over $100,000
Dr. Matthew Goldstein	None	$10,001-$50,000	Over $100,000
Robert J. Higgins	None	None	Over $100,000
Peter C. Marshall	None	None	Over $100,000
Marilyn McCoy	None	None	Over $100,000
William G. Morton, Jr.	None	None	Over $100,000
Robert A. Oden, Jr.	None	None	Over $100,000
Fergus Reid, III	None	None	Over $100,000
Frederick W. Ruebeck	None	None	Over $100,000
James J. Schonbachler	None	None	Over $100,000
Interested Trustee
Leonard M. Spalding, Jr.	None	None	Over $100,000


(1)	A Family of Investment Companies means any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Family of Investment Companies for which the Board of Trustees currently serves includes eight registered investment companies ( 145 Funds).

(2)	For Mr. Spalding, this amount includes deferred compensation balances, as of December 31, 2007 through participation in the JPMorgan Fund’s Deferred Compensation Plan for Eligible Trustees. For Ms. McCoy and Messrs. Finn, Marshall and Oden, these amounts include deferred compensation balances, as of December 31, 2007 through participation in the Deferred Compensation Plan for Trustees of One Group Mutual Fund and One Group Investment Trust, or JPMorgan Fund’s Deferred Compensation Plan for Eligible Trustees.

As of December 31, 2007, none of the independent Trustees or their immediate family members owned securities of the Advisers or JPMDS or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Advisers or JPMDS.

Trustee Compensation

The Funds of the JPMorgan Funds Complex overseen by the Trustees pay each Trustee an annual fee of $220,000 and reimburse each Trustee for expenses incurred in connection with service as a Trustee. In addition, the Funds pay the Chairman $198,000 and the Vice Chairman $66,000. The Chairman and Vice Chairman receive no additional compensation for service as committee or sub-committee chairmen. Committee chairs and sub-committee chairs who are not already receiving an additional fee are each paid $44,000 and $33,000 respectively. The Trustees may hold various other directorships unrelated to the JPMorgan Funds Complex. The Funds bear expenses related to administrative and staffing services provided to the Chairman, in lieu of establishing an office of the Chairman, in the amount of $6,000 per month.

Part I - 27

Trustee aggregate compensation paid by each of the Funds and the JPMorgan Funds Complex for the calendar year ended December 31, 2007, is set forth below:


	Independent Trustees

FUNDS	William J. Armstrong		Roland R. Eppley, Jr.*		John F. Finn			Dr. Matthew Goldstein		Robert J. Higgins			Peter C. Marshall		Marilyn McCoy

Capital Growth Fund	$	778	$	606	$	606		$	695	$	695		$	827	$	778
Disciplined Equity Fund		313		244		244			280		280			333		313
Diversified Fund		469		365		365			419		419			499		469
Diversified Mid Cap Growth Fund		1,096		854		854			980		980			1,166		1,096
Diversified Mid Cap Value Fund		631		491		491			564		564			671		631
Dynamic Growth Fund		—		—		—			—		—			—		—
Dynamic Small Cap Core Fund		—		—		—			—		—			—		—
Dynamic Small Cap Growth Fund		182		142		142			163		163			194		182
Equity Income Fund		234		182		182			209		209			249		234
Equity Income II Fund		184		143		143			164		164			195		184
Equity Index Fund		1,779		1,386		1,386			1,590		1,590			1,893		1,779
Growth Advantage Fund		58		45		45			52		52			62		58
Growth and Income Fund		496		386		386			443		443			528		496
Intrepid America Fund		4,784		3,726		3,726			4,275		4,275			5,090		4,784
Intrepid Growth Fund		1,670		1,300		1,300			1,492		1,492			1,776		1,670
Intrepid Plus Fund		52		41		41			47		47			56		52
Intrepid Mid Cap Fund		788		614		614			704		704			839		788
Intrepid Multi Cap Fund		28		22		22			25		25			30		28
Intrepid Value Fund		297		231		231			265		265			316		297
Intrinsic Value Fund		—		—		—			—		—			—		—
Large Cap Growth Fund		885		689		689			791		791			942		885
Large Cap Value Fund		747		582		582			667		667			795		747
Market Expansion Index Fund		577		450		450			516		516			614		577
Micro Cap Fund		18		14		14			16		16			19		18
Mid Cap Equity Fund		234		182		182			209		209			249		234
Mid Cap Value Fund		6,827		5,317		5,317			6,101		6,101			7,263		6,827
Multi-Cap Market Neutral Fund		1,741		1,356		1,356			1,556		1,556			1,852		1,741
Small Cap Core Fund		829		645		645			741		741			882		829
Small Cap Equity Fund		1,061		826		826			948		948			1,128		1,061
Small Cap Growth Fund		480		373		373			429		429			510		480
Small Cap Value Fund		766		597		597			685		685			815		766
Strategic Small Cap Value Fund		5		4		4			4		4			5		5
U.S. Equity Fund		1,250		974		974			1,117		1,117			1,330		1,250
U.S. Large Cap Core Plus Fund		850		662		662			760		760			905		850
U.S. Large Cap Value Plus Fund		—		—		—			—		—			—		—
U.S. Small Company Fund		100		77		77			89		89			106		100
Value Advantage Fund		364		283		283			325		325			387		364
Value Discovery Fund		—		—		—			—		—			—		—
Pension or Retirement Benefits as Accrued as Part of Fund Expenses		N/A		N/A		N/A			N/A		N/A			N/A		N/A
Estimated Annual Benefits Upon Retirement		N/A		N/A		N/A			N/A		N/A			N/A		N/A
Total Compensation Paid from “Fund Complex” ⁽¹⁾	$	215,417		167,750		—	^		192,500		—	^^		229,167		215,417

Part I - 28


	Independent Trustees											Interested Trustee

FUNDS	William G. Morton, Jr.		Robert A. Oden, Jr.			Fergus Reid, III		Frederick W. Ruebeck		James J. Schonbachler		Leonard M. Spalding, Jr.

Capital Growth Fund	$	606	$	606		$	1,158	$	695	$	606	$	778
Disciplined Equity Fund		244		244			466		280		244		313
Diversified Fund		365		365			699		419		365		469
Diversified Mid Cap Growth Fund		854		854			1,633		980		854		1,096
Diversified Mid Cap Value Fund		491		491			939		564		491		631
Dynamic Growth Fund		—		—			—		—		—		—
Dynamic Small Cap Core Fund		—		—			—		—		—		—
Dynamic Small Cap Growth Fund		142		142			272		163		142		182
Equity Income Fund		182		182			349		209		182		234
Equity Income II Fund		143		143			273		164		143		184
Equity Index Fund		1,386		1,386			2,650		1,590		1,386		1,779
Growth Advantage Fund		45		46			87		52		45		58
Growth and Income Fund		386		386			739		443		386		496
Intrepid America Fund		3,726		3,726			7,126		4,275		3,726		4,784
Intrepid Growth Fund		1,300		1,300			2,487		1,492		1,300		1,670
Intrepid Plus Fund		41		41			78		47		41		52
Intrepid Mid Cap Fund		614		614			1,174		704		614		788
Intrepid Multi Cap Fund		22		22			42		25		22		28
Intrepid Value Fund		231		231			442		265		231		297
Intrinsic Value Fund		—		—			—		—		—		—
Large Cap Growth Fund		689		689			1,318		791		689		885
Large Cap Value Fund		582		582			1,112		667		582		747
Market Expansion Index Fund		450		450			860		516		450		577
Micro Cap Fund		14		14			27		16		14		18
Mid Cap Equity Fund		182		182			348		209		182		234
Mid Cap Value Fund		5,317		5,317			10,168		6,101		5,317		6,827
Multi-Cap Market Neutral Fund		1,356		1,356			2,593		1,556		1,356		1,741
Small Cap Core Fund		645		645			1,234		741		645		829
Small Cap Equity Fund		826		826			1,580		948		826		1,061
Small Cap Growth Fund		373		373			714		429		373		480
Small Cap Value Fund		597		597			1,141		685		597		766
Strategic Small Cap Value Fund		4		4			7		4		4		5
U.S. Equity Fund		974		974			1,862		1,117		974		1,250
U.S. Large Cap Core Plus Fund		662		662			1,267		760		662		850
U.S. Large Cap Value Plus Fund		—		—			—		—		—		—
U.S. Small Company Fund		77		78			148		89		77		100
Value Advantage Fund		283		283			542		325		283		364
Value Discovery Fund		—		—			—		—		—		—
Pension or Retirement Benefits as Accrued as Part of Fund Expenses		N/A		N/A			N/A		N/A		N/A		N/A
Estimated Annual Benefits Upon Retirement		N/A		N/A			N/A		N/A		N/A		N/A
Total Compensation Paid from “Fund Complex”⁽¹⁾		167,750		117,425	^^^		320,833		192,500		167,750		215,417


(1)	A Fund Complex means two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or have an investment adviser that is an affiliated person of the investment

Part I - 29


	adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees currently serves includes eight registered investment companies ( 145 Funds).

*	Roland R. Eppley Jr. retired as an Independent Trustee of the Board of Trustees effective December 31, 2007.

^	Does not include $167,750 of Deferred Compensation.

^^	Does not include $192,500 of Deferred Compensation.

^^^	Does not include $50,325 of Deferred Compensation.

INVESTMENT ADVISER

Investment Advisory Fees

During the fiscal years ended June 30, 2006, 2007 and 2008, the JPMT II Funds paid the following investment advisory fees to JPMIA, and JPMIA waived investment advisory fees as follows (the amounts waived are in parentheses) for the fiscal periods indicated (amounts in thousands):

ADVISORY FEES
(in 000’s)



	Fiscal Year Ended June 30,

	2006					2007					2008
Funds	Paid		Waived			Paid		Waived			Paid		Waived

Diversified Mid Cap Growth Fund	$	10,813	$	—		$	8,655	$	—		$	7,967		—
Diversified Mid Cap Value Fund		7,741		—			5,533		—			3,220		—
Equity Income Fund		1,546		—			1,136		—			1,105		—
Equity Index Fund		862		(4,052	)		1,014		(4,351	)		1,001		(4,003	)
Intrepid Mid Cap Fund		5,688		—			6,033		—			5,426		—
Large Cap Growth Fund		7,682		—			5,664		—			4,981		—
Large Cap Value Fund		4,634		(88	)		3,926		—			2,794		—
Market Expansion Index Fund		1,322		(323	)		1,713		—			1,647		—
Multi-Cap Market Neutral Fund		18,120		(2,473	)		23,085		(3,088	)		17,193		(2,287	)
Small Cap Growth Fund		3,978		—			3,710		—			3,501		(19	)
Small Cap Value Fund		5,751		—			6,050		—			4,971		(27	)

The table below sets forth the investment advisory fees paid to or accrued by the following Funds to JPMIM (waived amounts are in parentheses), as applicable with respect to the fiscal periods indicated (amounts in thousands):

Part I - 30


	Fiscal Year Ended 6/30/2006¹					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 6/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Capital Growth Fund	$	1,594	$	(96	)	$	3,539	$	—		$	3,948	$	—
Disciplined Equity Fund		581		(92	)		1,235		(26	)		586		(68	)
Diversified Fund		904		(760	)		2,148		(992	)		2,147		(805	)
Dynamic Growth Fund²		N/A		N/A			N/A		N/A			—		(10	)
Dynamic Small Cap Core Fund²		N/A		N/A			N/A		N/A			—		(10	)
Dynamic Small Cap Growth Fund		472		(185	)		504		(852	)		751		(683	)
Growth Advantage Fund		109		(106	)		404		(66	)		1,697		(37	)
Growth and Income Fund		1,057		(100	)		2,390		—			2,119		—
Intrepid America Fund		12,357		—			34,855		—			30,549		—
Intrepid Growth Fund		3,364		(33	)		10,607		—			15,617		—
Intrepid Plus Fund³		135		(60	)		671		(106	)		648		(159	)
Intrepid Multi Cap Fund		6		(64	)		103		(76	)		143		(66	)
Intrepid Value Fund		77		(82	)		1,244		(258	)		2,572		(247	)
Intrinsic Value Fund⁴		N/A		N/A			N/A		N/A			—		(6	)
Micro Cap Fund		—		(34	)		87		(97	)		105		(151	)
Mid Cap Equity Fund		951		—			1,908		—			1,456		—
Mid Cap Value Fund		18,797		(4,695	)		46,079		(6,066	)		38,178		(8,598	)
Small Cap Core Fund		3,606		—			6,653		(207	)		4,912		(20	)
Small Cap Equity Fund		1,863		(169	)		4,807		(1,838	)		7,129		(1,368	)
Strategic Small Cap Value Fund⁵		—		(17	)		—		(54	)		—		(93	)
U.S. Equity Fund		3,177		(109	)		5,806		(164	)		6,051		—
U.S. Large Cap Core Plus Fund⁶		1		(177	)		2,738		(1,781	)		17,570		(8,309	)
U.S. Large Cap Value Plus Fund²		N/A		N/A			N/A		N/A			—		(19	)
U.S. Small Company Fund		424		(35	)		806		(10	)		283		(149	)
Value Advantage Fund		168		(272	)		1,687		(460	)		2,511		(531	)
Value Discovery Fund⁷		N/A		N/A			N/A		N/A			—		(13	)


1	The Funds’ fiscal year end (except for the Intrepid Plus Fund, the Strategic Small Cap Value Fund and the U.S. Large Cap Core Plus Fund) changed from December 31 to June 30.

2	The Fund commenced operations on 11/30/ 07.

3	The Fund commenced operations on 1/31/06.

4	The Fund commenced operations on 2 / 28 / 08.

5	The Fund commenced operations on 2/28/ 06.

6	The Fund commenced operations on 11 / 1 /05 . The Fund’s fiscal year end changed from October 31 to June 30.

7	The Fund commenced operations on 9/ 28/0 7 .

The table below sets forth the investment fees paid to or accrued by the following Fund to JPMIM (waived amounts are in parentheses), as applicable with respect to the fiscal periods indicated (amounts in thousands):


	Fiscal Year Ended October 31,						Fiscal Year Ended June 30,					Fiscal Year Ended June 30,

	2006						2007					2008

	Paid		Waived				Paid		Waived			Paid		Waived

Equity Income II Fund⁽¹⁾	$	2,028		$	(10	)	$	679		$	—	$	450		$	(7	)


1	The Fund ’s fiscal year end changed from October 31 to June 30.

For a more complete discussion, see the “Investment Advisers” section in Part II of this SAI

PORTFOLIO MANAGERS

Portfolio Managers’ Other Accounts Managed

The following table shows information regarding all of the other accounts managed by each portfolio manager as of June 30, 2008:


	Non-Performance Based Fee Advisory Accounts

	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts

	Number of Accounts		Total Assets ($millions)		Number of Accounts		Total Assets ($millions)		Number of Accounts		Total Assets ($millions)

Capital Growth Fund
Timothy Parton		4		1,732		0		0		2		39
Christopher Jones		13		4,808		2		168		2		39
Disciplined Equity Fund
Terance Chen		5		265		6		907		7		5,095

Part I - 31


	Non-Performance Based Fee Advisory Accounts

	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts

	Number of Accounts		Total Assets ($millions)		Number of Accounts		Total Assets ($millions)		Number of Accounts		Total Assets ($millions)

Raffaele Zingone		8		1,766		2		1,103		9		6,231
Diversified Fund
Anne Lester		11		1,107		9		1,969		32		2,090
Patrik Jakobson		13		1,388		0		0		21		3,737
Michael Fredericks		0		0		0		0		0		0
Silvio Tarca		10		7,016		9		3,826		14		585
Thomas Luddy		5		5,085		7		3,293		34		2,409
Scott Grimshaw		6		3,226		0		0		37		2,689
William Eigen
Diversified Mid Cap Growth Fund
Christopher Jones		13		4,742		2		168		2		39
Timothy Parton		4		1,666		0		0		2		39
Diversified Mid Cap Value Fund
Jonathan Simon		15		8,543		3		1,056		28		2,468
Lawrence E. Playford		9		7,406		0		0		25		2,367
Gloria Fu		9		7,406		0		0		25		2,367
Dynamic Growth Fund
Christopher Jones		13		5,766		2		168		2		39
Greg Luttrell		0		0		0		0		0		0
Dynamic Small Cap Core Fund
Christopher Jones		13		5,766		2		168		2		39
Gary Schnierow		1		20		0		0		0		0
Dynamic Small Cap Growth Fund
Eytan Shapiro		2		483		3		123		1		122
Christopher Jones		13		5,570		2		168		2		39
Equity Income Fund
Jonathan Simon		15		8,664		3		1,056		28		2,468
Clare Hart		2		490		1		51		3		101
Equity Income II Fund
Jonathan Simon		15		8,798		3		1,056		28		2,468
Clare Hart		2		624		1		51		3		101
Equity Index Fund
Bala Iyer		9		9,423		5		1,089		30		1,052
Michael Loeffler		8		8,303		2		900		26		904
Growth Advantage Fund
Christopher Jones		13		5,280		2		168		2		39
Timothy Parton		4		2,204		0		0		2		39
Growth and Income Fund
Jonathan Simon		15		8,410		3		1,056		28		2,468
Clare Hart		2		235		1		51		3		101
Intrepid America Fund
Christopher Blum		19		5,549		5		463		9		324
Silvio Tarca		10		3,630		9		3,826		14		585
Robert Weller		10		3,630		9		3,826		14		585

Part I - 32


	Non-Performance Based Fee Advisory Accounts

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts

	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)

Jason Alonzo	9	3,541	9	3,826	14	585
Intrepid Growth Fund
Christopher Blum	19	6,794	5	463	9	324
Silvio Tarca	10	4,875	9	3,826	14	585
Robert Weller	10	4,875	9	3,826	14	585
Jason Alonzo	9	4,786	9	3,826	14	585
Intrepid Plus Fund
Christopher Blum	19	8,961	5	463	9	324
Silvio Tarca	10	7,041	9	3,826	14	585
Robert Weller	10	4,875	9	3,826	14	585
Jason Alonzo	9	6,953	9	3,826	14	585
Intrepid Mid Cap Fund
Christopher Blum	19	8,839	5	463	9	324
Silvio Tarca	10	6,443	9	3,826	14	585
Robert Weller	10	6,443	9	3,826	14	585
Jason Alonzo	9	6,355	9	3,826	14	585
Intrepid Multi Cap Fund
Christopher Blum	19	9,002	5	463	9	325
Silvio Tarca	10	7,083	9	3,826	14	585
Robert Weller	10	7,083	9	3,826	14	585
Jason Alonzo	9	6,994	9	3,826	14	585
Intrepid Value Fund
Christopher Blum	19	8,658	5	463	9	325
Silvio Tarca	10	6,739	9	3,826	14	585
Robert Weller	10	6,739	9	3,826	14	585
Jason Alonzo	9	6,650	9	3,826	14	585
Intrinsic Value Fund
Alan Gutmann	6	2,331	1	94	4	119
Large Cap Growth Fund
Giri Devulapally	0	0	1	25	0	0
Christopher Jones	13	4,850	2	168	2	39
Large Cap Value Fund
Alan Gutmann	6	1,751	1	94	4	119
Market Expansion Index Fund
Bala Iyer	9	10,673	5	1,089	30	1,052
Michael Loeffler	8	9,553	2	900	26	904
Micro Cap Fund
Christopher Jones	13	5,749	2	168	2	39
Gary Schnierow	1	3	0	0	0	0
Mid Cap Equity Fund
Jonathan Simon	15	8,660	3	1,056	28	2,468
Christopher Jones	13	5,580	2	168	2	39
Mid Cap Value Fund
Jonathan Simon	15	2,985	3	1,056	28	2,468
Lawrence Playford	9	1,849	0	0	25	2,367
Gloria Fu	9	1,849	0	0	25	2,367

Part I - 33


	Non-Performance Based Fee Advisory Accounts

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts

	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)

Multi-Cap Market Neutral Fund
Bala Iyer	9	10,139	5	1,089	30	1,052
Small Cap Core Fund
Christopher Blum	19	8,466	5	463	9	324
Dennis Ruhl	13	1,587	5	463	9	324
Small Cap Equity Fund
Glenn Gawronski	1	168	1	21	0	0
Christopher Jones	13	4,578	2	168	2	39
Don San Jose	0	0	0	0	0	0
Small Cap Growth Fund
Eytan Shapiro	2	233	3	123	1	122
Christopher Jones	13	4,578	2	168	2	39
Small Cap Value Fund
Christopher Blum	19	8,425	5	463	9	324
Dennis Ruhl	13	1,587	5	463	9	324
Strategic Small Cap Value Fund
Christopher Jones	13	5,769	2	168	2	39
James Adler	0	0	2	31	0	0
U.S. Equity Fund
Thomas Luddy	5	3,772	7	3,293	34	2,409
Susan Bao	2	3,607	0	0	22	262
Jacqueline Flake	1	157	0	0	0	0
U.S. Large Cap Core Plus Fund
Thomas Luddy	5	1,731	7	3,293	34	2,409
Susan Bao	2	1,566	0	0	22	262
U.S. Large Cap Value Plus Fund
Alan Gutmann	6	2,107	1	94	4	119
U.S. Small Company Fund
Christopher Blum	19	8,974	5	463	9	324
Dennis Ruhl	13	2,096	5	463	9	324
Value Advantage Fund
Jonathan Simon	15	8,443	3	1,056	28	2,468
Lawrence Playford	9	7,307	0	0	25	2,367
Gloria Fu	9	7,307	0	0	25	2,367
Value Discovery Fund
Brian Green	0	0	1	552	6	68
Robert Jacob	0	0	0	0	6	68

The following table shows information on the other accounts managed by each portfolio manager that have advisory fees wholly or partly based on performance as of June 30, 2008.

Part I - 34


	Performance Based Fee Advisory Accounts

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts

	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)

Capital Growth Fund
Timothy Parton	0	0	0	0	0	0
Christopher Jones	0	0	1	88	0	0
Disciplined Equity Fund
Terance Chen	0	0	0	0	4	1,930
Raffaele Zingone	0	0	0	0	2	3,228
Diversified Fund
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Fredericks	0	0	0	0	0	0
Silvio Tarca	0	0	0	0	0	0
Thomas Luddy	0	0	0	0	0	0
Scott Grimshaw	0	0	0	0	0	0
William Eigen
Diversified Mid Cap Growth Fund
Christopher Jones	0	0	1	88	0	0
Timothy Parton	0	0	0	0	0	0
Diversified Mid Cap Value Fund
Jonathan Simon	0	0	0	0	0	0
Lawrence Playford	0	0	0	0	0	0
Gloria Fu	0	0	0	0	0	0
Dynamic Growth Fund
Christopher Jones	0	0	1	88	0	0
Greg Luttrell	0	0	0	0	0	0
Dynamic Small Cap Core Fund
Christopher Jones	0	0	1	88	0	0
Gary Schnierow	0	0	0	0	0	0
Dynamic Small Cap Growth Fund
Eytan Shapiro	0	0	0	0	0	0
Christopher Jones	0	0	1	88	0	0
Equity Income Fund
Jonathan Simon	0	0	0	0	0	0
Clare Hart	0	0	0	0	0	0
Equity Income II Fund
Jonathan Simon	0	0	0	0	0	0
Clare Hart	0	0	0	0	0	0
Equity Index Fund
Bala Iyer	0	0	1	472	0	0
Michael Loeffler	0	0	0	0	0	0
Growth Advantage Fund
Christopher Jones	0	0	1	88	0	0
Timothy Parton	0	0	0	0	0	0
Growth and Income Fund
Jonathan Simon	0	0	0	0	0	0
Clare Hart	0	0	0	0	0	0
Intrepid America Fund
Christopher Blum	0	0	1	11	2	62
Silvio Tarca	0	0	0	0	0	0
Robert Weller	0	0	0	0	0	0

Part I - 35


	Performance Based Fee Advisory Accounts

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts

	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)

Jason Alonzo	0	0	0	0	0	0
Intrepid Growth Fund
Christopher Blum	0	0	1	11	2	62
Silvio Tarca	0	0	0	0	0	0
Robert Weller	0	0	0	0	0	0
Jason Alonzo	0	0	0	0	0	0
Intrepid Plus Fund
Christopher Blum	0	0	1	11	2	62
Silvio Tarca	0	0	0	0	0	0
Robert Weller	0	0	0	0	0	0
Jason Alonzo	0	0	0	0	0	0
Intrepid Mid Cap Fund
Christopher Blum	0	0	1	11	2	62
Silvio Tarca	0	0	0	0	0	0
Robert Weller	0	0	0	0	0	0
Jason Alonzo	0	0	0	0	0	0
Intrepid Multi Cap Fund
Christopher Blum	0	0	1	11	2	62
Silvio Tarca	0	0	0	0	0	0
Robert Weller	0	0	0	0	0	0
Jason Alonzo	0	0	0	0	0	0
Intrepid Value Fund
Christopher Blum	0	0	1	11	2	62
Silvio Tarca	0	0	0	0	0	0
Robert Weller	0	0	0	0	0	0
Jason Alonzo	0	0	0	0	0	0
Intrinsic Value Fund
Alan Gutmann	0	0	0	0	0	0
Large Cap Growth Fund
Giri Devulapally	0	0	0	0	0	0
Christopher Jones	0	0	1	88	0	0
Large Cap Value Fund
Alan Gutmann	0	0	0	0	0	0
Market Expansion Index Fund
Bala Iyer	0	0	1	472	0	0
Michael Loeffler	0	0	1	472	0	0
Micro Cap Fund
Christopher Jones	0	0	1	88	0	0
Gary Schnierow	0	0	0	0	0	0
Mid Cap Equity Fund
Jonathan Simon	0	0	0	0	0	0
Christopher Jones	0	0	1	88	0	0
Mid Cap Value Fund
Jonathan Simon	0	0	0	0	0	0
Lawrence Playford	0	0	0	0	0	0
Gloria Fu	0	0	0	0	0	0

Part I - 36


	Performance Based Fee Advisory Accounts

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts

	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)

Multi-Cap Market Neutral Fund
Bala Iyer	0	0	1	472	0	0
Small Cap Core Fund
Christopher Blum	0	0	1	11	2	62
Dennis Ruhl	0	0	1	11	2	62
Small Cap Equity Fund
Glenn Gawronski	0	0	0	0	0	0
Christopher Jones	0	0	1	88	0	0
Don San Jose	0	0	0	0	0	0
Small Cap Growth Fund
Eytan Shapiro	0	0	0	0	0	0
Christopher Jones	0	0	1	88	0	0
Small Cap Value Fund
Christopher Blum	0	0	1	11	2	62
Dennis Ruhl	0	0	1	11	2	62
Strategic Small Cap Value Fund
Christopher Jones	0	0	1	88	0	0
James Adler	0	0	0	0	0	0
U.S. Equity Fund
Thomas Luddy	0	0	0	0	0	0
Susan Bao	0	0	0	0	0	0
Jacqueline Flake	0	0	0	0	0	0
U.S. Large Cap Core Plus Fund
Thomas Luddy	0	0	0	0	0	0
Susan Bao	0	0	0	0	0	0
U.S. Large Cap Value Plus Fund
Alan Gutmann	0	0	0	0	0	0
U.S. Small Company Fund
Christopher Blum	0	0	1	11	2	62
Dennis Ruhl	0	0	1	11	2	62
Value Advantage Fund
Jonathan Simon	0	0	0	0	0	0
Lawrence Playford	0	0	0	0	0	0
Gloria Fu	0	0	0	0	0	0
Value Discovery Fund
Brian Green	0	0	0	0	0	0
Robert Jacob	0	0	0	0	0	0

Portfolio Managers’ Ownership of Securities

The following table indicates for each Fund the dollar range of shares beneficially owned by each portfolio manager, as of June 30, 2008.

Part I - 37

Aggregate Dollar Range of Securities in the Fund

None

$1-
$10,000

$10,001-
$50,000

$50,001-
$100,000

$100,001-
$500,000

$500,001 -
$1,000,000

over
$1,000,000

Capital Growth Fund

Timothy Parton

Christopher Jones

Disciplined Equity Fund

Terance Chen

Raffaele Zingone

Diversified Fund

Anne Lester

Patrik Jakobson

Michael Fredericks

Silvio Tarca

Thomas Luddy

Scott Grimshaw

William Eigen

Diversified Mid Cap Growth Fund

Christopher Jones

Timothy Parton

Diversified Mid Cap Value Fund

Jonathan Simon

Lawrence Playford

Gloria Fu

Dynamic Growth Fund

Christopher Jones

Greg Luttrell

Dynamic Small Cap Core Fund

Christopher Jones

Gary Schnierow

Dynamic Small Cap Growth Fund

Eytan Shapiro

Christopher Jones

Equity Income Fund

Jonathan Simon

Clare Hart

Equity Income II Fund

Jonathan Simon

Clare Hart

Equity Index Fund

Bala Iyer

Michael Loeffler

Growth Advantage Fund

Timothy Parton

Christopher Jones

Growth and Income Fund

Jonathan Simon

Clare Hart

Intrepid America Fund

Christopher Blum

Silvio Tarca

Robert Weller

Part I - 38

Aggregate Dollar Range of Securities in the Fund

None

$1-
$10,000

$10,001-
$50,000

$50,001-
$100,000

$100,001-
$500,000

$500,001 -
$1,000,000

over
$1,000,000

Jason Alonzo

Intrepid Growth Fund

Christopher Blum

Silvio Tarca

Robert Weller

Jason Alonzo

Intrepid Mid Cap Fund

Christopher Blum

Silvio Tarca

Robert Weller

Jason Alonzo

Intrepid Multi Cap Fund

Christopher Blum

Silvio Tarca

Robert Weller

Jason Alonzo

Intrepid Plus Fund

Christopher Blum

Silvio Tarca

Robert Weller

Jason Alonzo

Intrepid Value Fund

Christopher Blum

Silvio Tarca

Robert Weller

Jason Alonzo

Intrinsic Value Fund

Alan Gutmann

Large Cap Growth Fund

Giri Devulapally

Christopher Jones

Large Cap Value Fund

Alan Gutmann

Market Expansion Index Fund

Bala Iyer

Michael Loeffler

Micro Cap Fund

Christopher Jones

Gary Schnierow

Mid Cap Equity Fund

Jonathan Simon

Christopher Jones

Mid Cap Value Fund

Jonathan Simon

Larry Playford

Gloria Fu

Multi-Cap Market Neutral Fund

Bala Iyer

Small Cap Core Fund

Part I - 39

Aggregate Dollar Range of Securities in the Fund

None

$1-
$10,000

$10,001-
$50,000

$50,001-
$100,000

$100,001-
$500,000

$500,001 -
$1,000,000

over
$1,000,000

Christopher Blum

Dennis Ruhl

Small Cap Equity Fund

Glenn Gawronski

Christopher Jones

Don San Jose

Small Cap Growth Fund

Eytan Shapiro

Christopher Jones

Small Cap Value Fund

Christopher Blum

Dennis Ruhl

Strategic Small Cap Value Fund

Christopher Jones

James Adler

U.S. Equity Fund

Thomas Luddy

Susan Bao

Jacqueline Flake

U.S. Large Cap Core Plus Fund

Thomas Luddy

Susan Bao

U.S. Large Cap Value Plus Fund

Alan Gutmann

U.S. Small Company Fund

Christopher Blum

Dennis Ruhl

Value Advantage Fund

Jonathan Simon

Lawrence Playford

Gloria Fu

Value Discovery Fund

Brian Green

Robert Jacob

For a more complete discussion, see the “Portfolio Manager Compensation” section in Part II of this SAI.

ADMINISTRATOR

Administrator Fees

The tables below set forth the administration and administrative services fees paid or accrued by the Funds (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands).


	Fiscal Year Ended 06/30/2006¹					Fiscal Year Ended 06/30/2007					Fiscal Year Ended 06/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Capital Growth Fund	$	431	$	—		$	889	$	—		$	984	$	—
Disciplined Equity Fund		111		(164	)		216		(292	)		141		(120	)
Diversified Fund		253		(56	)		512		(62	)		420		(115	)

Part I - 40


	Fiscal Year Ended 06/30/2006¹					Fiscal Year Ended 06/30/2007					Fiscal Year Ended 06/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Dynamic Growth Fund²		N/A		N/A			N/A		N/A			—		(2	)
Dynamic Small Cap Core Fund²		N/A		N/A			N/A		N/A			—		(2	)
Dynamic Small Cap Growth Fund		69		(34	)		142		(68	)		154		(66	)
Growth Advantage Fund		24		(10	)		58		(15	)		265		(4	)
Growth and Income Fund		296		—			600		—			528		—
Intrepid America Fund		1,208		(729	)		3,826		(1,561	)		3,773		(901	)
Intrepid Growth Fund		310		(222	)		834		(804	)		1,665		(732	)
Intrepid Plus Fund³		7		(9	)		41		(21	)		54		(10	)
Intrepid Multi Cap Fund		3		(8	)		13		(15	)		16		(16	)
Intrepid Value Fund		23		(2	)		223		(9	)		183		(249	)
Intrinsic Value Fund⁴		N/A		N/A			N/A		N/A			—		(1	)
Micro Cap Fund		—		(3	)		6		(9	)		12		(8	)
Mid Cap Equity Fund		122		(27	)		262		(33	)		194		(29	)
Mid Cap Value Fund		3,180		(511	)		6,473		(1,587	)		4,092		(3,074	)
Small Cap Core Fund		439		(126	)		776		(285	)		640		(114	)
Small Cap Equity Fund		223		(96	)		413		(613	)		636		(666	)
Strategic Small Cap Value Fund ⁵		—		(2	)		1		(5	)		—		(9	)
U.S. Equity Fund		578		(262	)		1,286		(214	)		1,459		(50	)
U.S. Large Cap Core Plus Fund ⁶		3		(15	)		419		(34	)		2,242		(355	)
U.S. Large Cap Value Plus Fund ²		N/A		N/A			N/A		N/A			—		(2	)
U.S. Small Company Fund		46		(32	)		65		(72	)		39		(33	)
Value Advantage Fund		61		(8	)		273		(58	)		194		(272	)
Value Discovery Fund⁷		N/A		N/A			N/A		N/A			—		(2	)


1	The Funds’ fiscal year end (except for the Intrepid Plus Fund, the Strategic Small Cap Value Fund and the U.S. Large Cap Core Plus Fund) changed from December 31 to June 30.

2	The Fund commenced operations on 11/30/ 07

3	The Fund commenced operations on 1/31/ 06

4	The Fund commenced operations on 2/28/ 08

5	The Fund commenced operations on 2 / 28 / 06

6	The Fund commenced operations on 11/1/05. The Fund’s fiscal year end changed from October 31 to June 30.

7	The Fund commenced operations on 9/28/ 07


	Fiscal Year Ended October 31,				Fiscal Year Ended June 30,					Fiscal Year Ended June 30,

	2006				2007					2008

	Paid		Waived		Paid		Waived			Paid		Waived

Equity Income II Fund⁽¹⁾	$	521	$	—	$	161	$	(9	)	$	99		($14	)


1	The Fund commenced operations on 2/28/05. The Fund’s fiscal year end changed from October 31 to June 30.


	Fiscal Year Ended 6/30/2006					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 06/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Diversified Mid Cap Growth Fund	$	1,344	$	(379	)	$	1,338	$	—		$	1,185	$	(35	)
Diversified Mid Cap Value Fund		1,045		(190	)		845		(11	)		240		(252	)
Equity Income Fund		384		(17	)		280		(5	)		272		(3	)
Equity Index Fund		589		(1,444	)		1,429		(728	)		711		(1,285	)
Intrepid Mid Cap Fund		814		(91	)		702		(230	)		512		(319	)
Large Cap Growth Fund		1,367		(226	)		1,139		—			976		(17	)

Part I - 41


	Fiscal Year Ended 6/30/2006					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 06/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Large Cap Value Fund		937		(286	)		987		—			691		(5	)
Market Expansion Index Fund		678		(3	)		689		—			657		—
Multi-Cap Market Neutral Fund		1,359		(344	)		1,830		(274	)		1,199		(350	)
Small Cap Growth Fund		429		(205	)		497		(77	)		378		(161	)
Small Cap Value Fund		896		(20	)		858		(77	)		434		(332	)

For a more complete discussion, see the “Administrator” section in Part II of this SAI.

DISTRIBUTOR

Compensation Paid to JPMDS

The following table describes the compensation paid to the principal underwriter, JPMDS, for the fiscal year ended June 30, 2008.


Fund	Net Underwriting Discounts and Commissions	Compensation on Redemptions and Repurchases	Brokerage Commissions		Other Compensation
Capital Growth Fund	16,334.71	18,227.54	5,249.61			1,614,674.86
Disciplined Equity Fund	1,272.05	—	—			4,102.25
Diversified Fund	6,535.50	39,676.36	767.19			811,441.07
Diversified Mid Cap Growth Fund	18,031.57	67,508.93	1,208.73			2,106,363.60
Diversified Mid Cap Value Fund	3,471.26	51,556.10	1,449.54			902,456.62
Dynamic Growth Fund	—	—	—			541.96
Dynamic Small Cap Core Fund	—	—	—			520.50
Dynamic Small Cap Growth Fund	3,190.63	8,728.82	873.86			975,367.73
Equity Income Fund	15,232.28	33,165.16	359.76			606,904.51
Equity Income II Fund	—	—	—			—
Equity Index Fund	157,127.40	128,480.31	(191.28	)		2,971,865.29
Growth Advantage Fund	39,745.66	4,929.46	130.53			244,188.48
Growth and Income Fund	16,397.33	30,103.53	6,296.37			1,402,359.97
Intrepid America Fund	63,223.67	17,489.44	4.75			546,077.76
Intrepid Growth Fund	38,144.15	15,872.28	(60.26	)		654,119.36
Intrepid Plus Fund	830.64	624.45	—			6,641.07
Intrepid Mid Cap Fund	118,913.22	26,332.27	82.27			1,005,257.98
Intrepid Multi Cap Fund	8,615.53	3,264.43	—			76,384.79
Intrepid Value Fund	34,845.91	34,631.85	4.75			1,035,534.44
Intrinsic Value Fund	—	—	—			167.06
Large Cap Growth Fund	24,551.78	64,313.80	1,269.31			1,375,428.54
Large Cap Value Fund	7,166.24	18,790.58	145.08			213,997.15
Market Expansion Index Fund	8,094.14	32,710.60	273.36			491,964.82
Micro Cap Fund	—	—	—			4,613.91
Mid Cap Equity Fund	—	—	—			—
Mid Cap Value Fund	12,655.32	623,658.71	1,693.20			14,654,410.34
Multi-Cap Market Neutral Fund	4,904.51	129,006.99	—			1,498,456.03
Small Cap Core Fund	—	—	—			—
Small Cap Equity Fund	12,139.28	86,129.52	(461.72	)		1,750,832.66

Part I - 42


Fund	Net Underwriting Discounts and Commissions	Compensation on Redemptions and Repurchases	Brokerage Commissions	Other Compensation
Small Cap Growth Fund	21,940.91	19,527.82	987.99		589,487.25
Small Cap Value Fund	75,229.31	66,096.85	694.34		935,657.00
Strategic Small Cap Value Fund	404.96	7.73	—		5,952.55
U.S. Equity Fund	10,087.35	15,811.25	4,252.77		542,724.51
U.S. Large Cap Core Plus Fund	70,247.05	12,521.87	7,454.05		236,290.34
U.S. Large Cap Value Plus Fund	67.61	—	—		753.91
U.S. Small Company Fund	—	52.10	—		296.03
Value Advantage Fund	50,405.81	75,885.61	31.25		2,138,568.68
Value Discovery Fund	—	—	—		666.97

The aggregate amount of underwriting commissions retained by JPMDS for the fiscal year ended June 30, 2008 was $839,806.

For a more complete discussion, see the “Distributor” section in Part II of this SAI.

Distribution Fees

The tables below set forth the Rule 12b-1 fees that the Funds paid to or that were accrued by J.P. Morgan Fund Distributors, Inc. or JPMDS, as applicable, with respect to the fiscal periods indicated (amounts in thousands):


	Fiscal Year Ended¹6/30/2006				Fiscal Year Ended 6/30/2007				Fiscal Year Ended 6/30/2008

Fund	Paid		Waived		Paid		Waived		Paid		Waived

Capital Growth Fund
Class A Shares	$	601	$	—	$	1,251	$	—	$	1,287	$	—
Class B Shares		123		—		177		—		135		—
Class C Shares		73		—		167		—		193		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Disciplined Equity Fund
Class A Shares		1		—		3		—		4		—
Diversified Fund
Class A Shares		180		—		368		—		376		—
Class B Shares		447		—		684		—		401		—
Class C Shares		18		—		35		—		34		—
Dynamic Growth Fund²
Class A Shares		N/A		N/A		N/A		N/A		^		—
Class C Shares		N/A		N/A		N/A		N/A		^		—
Dynamic Small Cap Core Fund²
Class A Shares		N/A		N/A		N/A		N/A		^		—
Class C Shares		N/A		N/A		N/A		N/A		^		—
Dynamic Small Cap Growth Fund
Class A Shares		103		—		205		—		222		—
Class B Shares		162		—		268		—		244		—
Class C Shares		188		—		463		—		509		—
Growth Advantage Fund
Class A Shares		81		—		144		—		158		—
Class B Shares		5		—		10		—		23		—
Class C Shares		^		—		^		—		62		—
Growth and Income Fund
Class A Shares		669		—		1,402		—		1,247		—

Part I - 43


	Fiscal Year Ended¹6/30/2006				Fiscal Year Ended 6/30/2007				Fiscal Year Ended 6/30/2008

Fund	Paid		Waived		Paid		Waived		Paid		Waived

Class B Shares		129		—		189		—		123		—
Class C Shares		21		—		40		—		33		—
Intrepid America Fund
Class A Shares		36		—		229		—		316		—
Class C Shares		22		—		166		—		230		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Intrepid Growth Fund
Class A Shares		13		—		107		—		301		—
Class C Shares		19		—		145		—		353		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Intrepid Plus Fund³
Class A Shares		1		—		1		—		2		—
Class C Shares		1		—		4		—		4		—
Intrepid Multi Cap Fund
Class A Shares		3		—		19		—		33		—
Class C Shares		2		—		22		—		44		—
Intrepid Value Fund
Class A Shares		12		—		274		—		510		—
Class C Shares		12		—		261		—		525		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Intrinsic Value Fund⁴
Class A Shares		N/A		N/A		N/A		N/A		^		—
Class C Shares		N/A		N/A		N/A		N/A		^		—
Micro Cap Fund
Class A Shares		1		—		1		—		1		—
Class C Shares		2		—		4		—		4		—
Mid Cap Value Fund
Class A Shares		3,683		—		8,603		—		8,127		—
Class B Shares		878		—		1,769		—		1,502		—
Class C Shares		3,054		—		6,025		—		5,026		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Small Cap Equity Fund
Class A Shares		317		—		931		—		1,143		—
Class B Shares		75		—		193		—		193		—
Class C Shares		64		—		284		—		415		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Strategic Small Cap Value Fund⁵
Class A Shares		^		—		1		—		2		—
Class C Shares		2		—		4		—		4		—
U.S. Equity Fund
Class A Shares		183		—		352		—		338		—
Class B Shares		120		—		190		—		136		—
Class C Shares		37		—		70		—		69		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
U.S. Large Cap Core Plus Fund⁶
Class A Shares		1		—		2		—		115		—
Class C Shares		3		—		4		—		121		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
U.S. Large Cap Value Plus Fund²
Class A Shares		N/A		N/A		N/A		N/A		^		—

Part I - 44

Fiscal Year Ended¹6/30/2006

Fiscal Year Ended
6/30/2007

Fiscal Year Ended
6/30/2008

Fund

Paid

Waived

Paid

Waived

Paid

Waived

Class C Shares

N/A

—

U.S. Small Company Fund⁷

Class A Shares

N/A

—

Class C Shares

N/A

—

Value Advantage Fund

Class A Shares

—

330

—

450

—

Class C Shares

260

—

1,209

—

1,689

—

Value Discovery Fund⁸

Class A Shares

N/A

—

Class C Shares

N/A

—

^ Amount rounds to less than $1,000.

* Class R2 Shares have not launched as of the date of this SAI. Therefore, the Fund has not paid any distribution fees for the period shown.

1 The Funds’ fiscal year end changed (except for the Intrepid Plus Fund, the Strategic Small Cap Value Fund and the U.S. Large Cap Core Plus Fund) from December 31 to June 30.

2 The Fund commenced operations on 11/30/07.

3 The Fund commenced operations on 1/31/06.

4 The Fund commenced operations on 2/28/ 08.

5 The Fund commenced operations on 2 / 28 / 06.

6 The Fund commenced operations on 11/1/05. The Fund’s fiscal year end changed from October 31 to June 30.

7 Class A Shares and Class C Shares commenced operations on 11/1/07.

8 The Fund commenced operations on 9 / 28 /07.


	Fiscal Year Ended 6/30/2006				Fiscal Year Ended 6/30/2007				Fiscal Year Ended 6/30/2008

Fund	Paid		Waived		Paid		Waived		Paid		Waived

Diversified Mid Cap Growth Fund
Class A Shares	$	1,130	$	—	$	1,120	$	—	$	1,098	$	—
Class B Shares		1,366		—		1,034		—		756		—
Class C Shares		349		—		300		—		253		—
Diversified Mid Cap Value Fund
Class A Shares		636		—		567		—		422		—
Class B Shares		500		—		432		—		317		—
Class C Shares		264		—		233		—		164		—
Equity Income Fund
Class A Shares		304		—		337		—		409		—
Class B Shares		348		—		234		—		153		—
Class C Shares		54		—		53		—		45		—
Equity Index Fund
Class A Shares		1,074		—		1,331		—		1,561		—
Class B Shares		1,604		—		1,163		—		783		—
Class C Shares		681		—		648		—		628		—
Intrepid Mid Cap Fund
Class A Shares		369		—		490		—		535		—
Class B Shares		140		—		207		—		203		—
Class C Shares		107		—		224		—		267		—
Large Cap Growth Fund
Class A Shares		572		—		526		—		615		—
Class B Shares		1,479		—		1,030		—		663		—
Class C Shares		91		—		84		—		97		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Large Cap Value Fund

Part I - 45


	Fiscal Year Ended 6/30/2006				Fiscal Year Ended 6/30/2007				Fiscal Year Ended 6/30/2008

Fund	Paid		Waived		Paid		Waived		Paid		Waived

Class A Shares		124		—		114		—		101		—
Class B Shares		147		—		118		—		83		—
Class C Shares		40		—		37		—		29		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Market Expansion Index Fund
Class A Shares		178		—		194		—		178		—
Class B Shares		220		—		205		—		161		—
Class C Shares		165		—		172		—		153		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Multi-Cap Market Neutral Fund
Class A Shares		499		—		504		—		328		—
Class B Shares		233		—		197		—		152		—
Class C Shares		1,736		—		1,432		—		1,018		—
Small Cap Growth Fund
Class A Shares		221		—		230		—		301		—
Class B Shares		208		—		164		—		135		—
Class C Shares		112		—		132		—		154		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Small Cap Value Fund
Class A Shares		396		—		463		—		441		—
Class B Shares		262		—		256		—		190		—
Class C Shares		345		—		382		—		305		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A

* Class R2 Shares have not launched as of the date of this SAI. Therefore, the Fund has not paid any distribution fees for the period shown.

For a more complete discussion, see the “Distribution Plan” section in Part II of this SAI.

SHAREHOLDER SERVICING

Shareholder Services Fees

Under the Shareholder Servicing Agreement, each Fund has agreed to pay JPMDS, for providing shareholder services and other related services, a fee at the following annual rates (expressed as a percentage of the average daily NAV of Fund shares owned by or for shareholders):


Select Class, Class A, Class B, Class C and Class R2	0.25%
Institutional Class	0.10%
Class R5	0.05%

The tables below set forth the fees paid or accrued to JPMDS (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands):


	Fiscal Year Ended 6/30/2006¹				Fiscal Year Ended 6/30/2007				Fiscal Year Ended 6/30/2008

Fund	Paid		Waived		Paid		Waived		Paid		Waived

Capital Growth Fund
Class A Shares	$	601		—	$	1215	$	—	$	1,287	$	—
Class B Shares		41		—		59		—		45		—
Class C Shares		24		—		56		—		64		—
Class R2 Shares*		N/A		N/A		N/A		N/A		N/A		N/A
Select Class Shares		390		—		882		—		1,071		—

Part I - 46


	Fiscal Year Ended 6/30/2006¹					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 6/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Disciplined Equity Fund
Class A Shares		1		—			3		—			4		—
Institutional Class Shares		127		—			176		—			102		—
Select Class Shares		173		—			490		—			78		—
Ultra Shares		—		—			—		—			—		—
Diversified Fund
Class A Shares		173		(7	)		353		(15	)		361		(15	)
Class B Shares		149		—			228		—			134		—
Class C Shares		6		—			11		—			11		—
Institutional Class Shares		—		(116	)		—		(226	)		—		(238	)
Select Class Shares		127		(5	)		245		(10	)		218		(9	)
Dynamic Growth Fund²
Class A Shares		N/A		N/A			N/A		N/A			—		^
Class C Shares		N/A		N/A			N/A		N/A			—		^
Class R5 Shares		N/A		N/A			N/A		N/A			—		^
Select Class Shares		N/A		N/A			N/A		N/A			3		(1	)
Dynamic Small Cap Core Fund²
Class A Shares		N/A		N/A			N/A		N/A			—		^
Class C Shares		N/A		N/A			N/A		N/A			—		^
Class R5 Shares		N/A		N/A			N/A		N/A			—		^
Select Class Shares		N/A		N/A			N/A		N/A			3		(1	)
Dynamic Small Cap Growth Fund
Class A Shares		62		(41	)		123		(82	)		133		(89	)
Class B Shares		54		—			89		—			81		—
Class C Shares		63		—			154		—			170		—
Select Class Shares		—		(33	)		1		(72	)		—		(78	)
Growth Advantage Fund
Class A Shares		16		(65	)		29		(115	)		106		(52	)
Class B Shares		2		—			3		—			8		—
Class C Shares		^		—			^		—			21		—
Select Class Shares		^		—			6		(27	)		435		(45	)
Growth and Income Fund
Class A Shares		669		—			1,402		—			1,247		—
Class B Shares		43		—			63		—			41		—
Class C Shares		7		—			13		—			11		—
Select Class Shares		2		(2	)		14		(2	)		25		(1	)
Intrepid America Fund
Class A Shares		36		—			229		—			301		(15	)
Class C Shares		7		—			55		—			73		(4	)
Class R5 Shares		^		—			20		—			40		(17	)
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		4,709		—			13,020		—			10,612		(460	)
Intrepid Growth Fund
Class A Shares		13		—			107		—			278		(23	)
Class C Shares		6		—			49		—			109		(9	)
Class R5 Shares		^		—			30		—			47		(32	)
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		1,287		—			3,775		—			4,809		(382	)
Intrepid Multi Cap Fund
Class A Shares		—		(3	)		—		(19	)		1		(32	)

Part I - 47


	Fiscal Year Ended 6/30/2006¹					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 6/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Class C Shares		—		(1	)		—		(7	)		—		(15	)
Select Class Shares		1		(22	)		—		(43	)		—		(33	)
Intrepid Plus Fund³
Class A Shares		—		(1	)		—		(1	)		1		(1	)
Class C Shares		^		—			—		(1	)		—		(1	)
Select Class Shares		—		(38	)		53		(100	)		94		(64	)
Intrepid Value Fund
Class A Shares		6		(6	)		219		(55	)		407		(103	)
Class C Shares		2		(2	)		69		(18	)		140		(35	)
Class R5 Shares		^		—			—		(8	)		—		(10	)
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		13		(32	)		142		(35	)		278		(69	)
Intrinsic Value Fund⁴
Class A Shares		N/A		N/A			N/A		N/A			—		^
Class C Shares		N/A		N/A			N/A		N/A			—		^
Class R5 Shares		N/A		N/A			N/A		N/A			—		^
Select Class Shares		N/A		N/A			N/A		N/A			1		(1	)
Micro Cap Fund
Class A Shares		—		(1	)		—		(1	)		1		—
Class C Shares		—		(1	)		—		(1	)		1		—
Select Class Shares		—		(5	)		18		(16	)		28		(21	)
Mid Cap Equity Fund
Select Class Shares		132		(234	)		225		(509	)		116		(444	)
Mid Cap Value Fund
Class A Shares		3,683		—			8,603		—			8,126		—
Class B Shares		293		—			590		—			501		—
Class C Shares		1,018		—			2,008		—			1,675		—
Class R2 Shares *		N/A		N/A			N/A		N/A			N/A		N/A
Institutional Class Shares		—		(989	)		—		(2,291	)		—		(2,155	)
Select Class Shares		1,568		—			3,127		—			2,300		—
Small Cap Core Fund
Select Class Shares		170		(1,217	)		186		(2,452	)		—		(1,897	)
Small Cap Equity Fund
Class A Shares		317		—			931		—			1,143		—
Class B Shares		25		—			64		—			64		—
Class C Shares		21		—			95		—			138		—
Class R5 Shares		^		—			—		(5	)		—		(10	)
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		119		(299	)		1,154		(288	)		1,500		(375	)
Strategic Small Cap Value Fund⁵
Class A Shares		^		—			—		(1	)		1		(1	)
Class C Shares		^		—			—		(1	)		1		—
Select Class Shares		—		(4	)		—		(11	)		7		(3	)
Class R5 Shares		N/A		N/A			N/A		N/A			—		(2	)
U.S. Equity Fund
Class A Shares		163		(20	)		316		(36	)		322		(16	)
Class B Shares		39		(1	)		62		(1	)		45		—
Class C Shares		12		—			23		^			23		—
Class R5 Shares		^		—			3		(7	)		23		(17	)
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Institutional Class Shares		68		(40	)		159		(87	)		205		(57	)
Select Class Shares		1,319		(229	)		2,255		(370	)		2,301		(221	)

Part I - 48


	Fiscal Year Ended 6/30/2006¹					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 6/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

U.S. Large Cap Core Plus Fund⁶
Class A Shares		—		(1	)		2		^			92		(23	)
Class C Shares		—		(1	)		1		^			32		(8	)
Class R5 Shares		^		—			—		(11	)		—		(26	)
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		20		(22	)		858		(215	)		4,947		(1,237	)
U.S. Large Cap Value Plus Fund²
Class A Shares		N/A		N/A			N/A		N/A			—		^
Class C Shares		N/A		N/A			N/A		N/A			—		^
Class R5 Shares		N/A		N/A			N/A		N/A			—		^
Select Class Shares		N/A		N/A			N/A		N/A			3		(1	)
U.S. Small Company Fund
Class A Shares⁷		N/A		N/A			N/A		N/A			—		^
Class C Shares⁷		N/A		N/A			N/A		N/A			—		^
Institutional Class Shares		—		(25	)		—		(49	)		3		(20	)
Select Class Shares		92		(36	)		157		(61	)		96		(26	)
Value Advantage Fund
Class A Shares		77		—			330		—			450		—
Class C Shares		87		—			403		—			563		—
Institutional Class Shares		^		—			—		(11	)		—		(21	)
Select Class Shares		5		—			64		—			104		—
Value Discovery Fund⁸
Class A Shares		N/A		N/A			N/A		N/A			—		^
Class C Shares		N/A		N/A			N/A		N/A			—		^
Class R5 Shares		N/A		N/A			N/A		N/A			—		^
Select Class Shares		N/A		N/A			N/A		N/A			4		(1	)


^	Amount rounds to less than $1,000.

*	Class R2 Shares have not launched as of the date of this SAI. Therefore, the Fund has not paid any shareholder servicing fees for the period shown.

¹	The Funds’ fiscal year end changed (except for the Intrepid Plus Fund, the Strategic Small Cap Value Fund and the U.S. Large Cap Core Plus Fund) from December 31 to June 30.

2	The Fund commenced operations on 11/30/07.

3	The Fund commenced operations on 1/31/06.

4	The Fund commenced operations on 2/28/08.

5	The Fund commenced operations on 2/28/06. Class R5 Shares of the Fund were launched on 7/31/08.

6	The Fund commenced operations on 11/1/05. The Fund’s fiscal year end changed from October 31 to June 30.

7	Class A and Class C Shares commenced operations on 11/1/07.

8	The Fund commenced operations on 9/28/07.



	Fiscal Year Ended October 31,				Fiscal Year Ended June 30,				Fiscal Year Ended June 30,

	2006				2007¹				2008

	Paid		Waived		Paid		Waived		Paid		Waived

Equity Income II Fund	$	1,274	$	—	$	425	$	—	$	252	$	(34	)


1	The Fund’s fiscal year end changed from October 31 to June 30.


	Fiscal Year Ended 6/30/2006					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 6/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Diversified Mid Cap Growth Fund
Class A Shares	$	476	$	(654	)	$	576	$	(544	)	$	491	$	(607	)

Part I - 49


	Fiscal Year Ended 6/30/2006					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 6/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Class B Shares		445		—			345		—			252		—
Class C Shares		117		—			100		—			84		—
Select Class Shares		1,012		(1,403	)		899		(840	)		725		(898	)
Diversified Mid Cap Value Fund
Class A Shares		378		(258	)		335		(232	)		253		(169	)
Class B Shares		167		—			144		—			105		—
Class C Shares		88		—			77		—			54		—
Select Class Shares		1,223		(834	)		785		(544	)		390		(260	)
Equity Income Fund
Class A Shares		288		(16	)		337		—			409		—
Class B Shares		116		—			78		—			51		—
Class C Shares		18		—			18		—			15		—
Select Class Shares		425		(103	)		233		(44	)		185		(31	)
Equity Index Fund
Class A Shares		—		(1,074	)		—		(1,331	)		—		(1,561	)
Class B Shares		535		—			388		—			261		—
Class C Shares		227		—			216		—			209		—
Select Class Shares		—		(3,077	)		—		(3,431	)		—		(2,972	)
Intrepid Mid Cap Fund
Class A Shares		223		(146	)		310		(180	)		342		(193	)
Class B Shares		47		—			69		—			68		—
Class C Shares		36		—			75		—			89		—
Select Class Shares		1,005		(662	)		1,001		(586	)		848		(477	)
Large Cap Growth Fund
Class A Shares		459		(113	)		479		(47	)		541		(74	)
Class B Shares		471		(22	)		342		(1	)		216		(5	)
Class C Shares		28		(2	)		28		^			31		(1	)
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		2,161		(534	)		1,745		(172	)		1,411		(202	)
Large Cap Value Fund
Class A Shares		123		(1	)		113		(1	)		101		—
Class B Shares		48		(1	)		39		^			28		—
Class C Shares		14		—			12		^			10		—
Class R5 Shares		^		—			11		—			17		—
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		2,685		(30	)		2,192		(14	)		1,509		(6	)
Market Expansion Index Fund
Class A Shares		8		(170	)		9		(185	)		8		(170	)
Class B Shares		73		—			68		—			54		—
Class C Shares		55		—			57		—			51		—
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		57		(1,282	)		64		(1,330	)		63		(1,301	)
Multi-Cap Market Neutral Fund
Class A Shares		—		(499	)		—		(504	)		—		(328	)
Class B Shares		78		—			66		—			51		—
Class C Shares		579		—			477		—			339		—
Select Class Shares		—		(2,963	)		—		(4,188	)		—		(3,178	)
Small Cap Growth Fund
Class A Shares		132		(89	)		141		(89	)		181		(120	)
Class B Shares		70		—			55		—			45		—

Part I - 50


	Fiscal Year Ended 6/30/2006					Fiscal Year Ended 6/30/2007					Fiscal Year Ended 6/30/2008

Fund	Paid		Waived			Paid		Waived			Paid		Waived

Class C Shares		37		—			44		—			51		—
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		—		(56	)		581		(366	)		—		(81	)
Institutional Class Shares		637		(425	)		4		(56	)		453		(302	)
Small Cap Value Fund
Class A Shares		228		(168	)		276		(187	)		247		(194	)
Class B Shares		87		—			86		—			63		—
Class C Shares		115		—			127		—			102		—
Class R5 Shares		^		—			3		—			5		—
Class R2 Shares*		N/A		N/A			N/A		N/A			N/A		N/A
Select Class Shares		853		(626	)		884		(594	)		657		(517	)


^	Amount rounds to less than $1,000.

*	Class R2 Shares have not launched as of the date of this SAI. Therefore, the Fund has not paid any shareholder servicing fees for the period shown.

For a more complete discussion, see the “Shareholder Servicing” section in Part II of this SAI.

BROKERAGE AND RESEARCH SERVICES

Brokerage Commissions

The Funds paid the following brokerage commissions for the indicated fiscal periods (amounts in thousands):


Fund	Fiscal Year Ended 6/30/2006¹			Fiscal Year Ended 6/30/2007			Fiscal Year Ended 6/30/2008

Capital Growth Fund
Total Brokerage Commissions		$	948		$	1,793		$	1,320
Brokerage Commissions to Affiliated Broker-Dealers			—			—			—
Disciplined Equity Fund
Total Brokerage Commissions			274			611			273
Brokerage Commissions to Affiliated Broker-Dealers			—			—			—
Diversified Fund
Total Brokerage Commissions			594			489			622
Brokerage Commissions to Affiliated Broker-Dealers			^			^			—
Dynamic Growth Fund ²
Total Brokerage Commissions			N/A			N/A			2
Brokerage Commissions to Affiliated Broker-Dealers			N/A			N/A			—
Dynamic Small Cap Core Fund ²
Total Brokerage Commissions			N/A			N/A			12
Brokerage Commissions to Affiliated Broker-Dealers			N/A			N/A			—
Dynamic Small Cap Growth Fund
Total Brokerage Commissions			352			673			535
Brokerage Commissions to Affiliated Broker-Dealers			—			—			—
Growth Advantage Fund
Total Brokerage Commissions			102			202			660
Brokerage Commissions to Affiliated Broker-Dealers			—			—			—

Part I - 51


Fund	Fiscal Year Ended 6/30/2006¹		Fiscal Year Ended 6/30/2007		Fiscal Year Ended 6/30/2008

Growth and Income Fund
Total Brokerage Commissions		178		476		611
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Intrepid America Fund
Total Brokerage Commissions		2,716		5,995		6,496
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Intrepid Growth Fund
Total Brokerage Commissions		1,165		2,897		3,579
Brokerage Commissions to Affiliated Broker-Dealers						2
Intrepid Multi Cap Fund
Total Brokerage Commissions		21		40		48
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Intrepid Plus Fund ³
Total Brokerage Commissions		101		211		183
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Intrepid Value Fund
Total Brokerage Commissions		41		357		404
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Intrinsic Value Fund ⁴
Total Brokerage Commissions		N/A		N/A		6
Brokerage Commissions to Affiliated Broker-Dealers		N/A		N/A		—
Micro Cap Fund
Total Brokerage Commissions		9		58		108
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Mid Cap Equity Fund
Total Brokerage Commissions		209		420		270
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Mid Cap Value Fund
Total Brokerage Commissions		2,063		5,386		4,580
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Small Cap Core Fund
Total Brokerage Commissions		637		897		774
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Small Cap Equity Fund
Total Brokerage Commissions		367		837		1,328
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Strategic Small Cap Value Fund ⁵
Total Brokerage Commissions		7		18		49

Part I - 52


Fund	Fiscal Year Ended 6/30/2006¹		Fiscal Year Ended 6/30/2007		Fiscal Year Ended 6/30/2008

Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
U.S. Equity Fund
Total Brokerage Commissions		1,984		3,003		2,563
Brokerage Commissions to Affiliated Broker-Dealers		9		^		—
U.S. Large Cap Core Plus Fund ⁶
Total Brokerage Commissions		112		2,695		10,678
Brokerage Commissions to Affiliated Broker-Dealers		—		^		—
U.S. Large Cap Value Plus Fund ²
Total Brokerage Commissions		N/A		N/A		9
Brokerage Commissions to Affiliated Broker-Dealers		N/A		N/A		—
U.S. Small Company Fund
Total Brokerage Commissions		92		150		233
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Value Advantage Fund
Total Brokerage Commissions		142		499		823
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Value Discovery Fund ⁷
Total Brokerage Commissions		N/A		N/A		3
Brokerage Commissions to Affiliated Broker-Dealers		N/A		N/A		—


^	Amount rounds to less than $1,000.

1	The Funds’ fiscal year end changed (except for Intrepid Plus Fund, Strategic Small Cap Value Fund and U.S. Large Cap Core Plus Fund) from December 31 to June 30.

2	The Fund commenced operations on 11/30/07.

3	The Fund commenced operations on 1/31/06.

4	The Fund commenced operations on 2/28/08 .

5	The Fund commenced operations on 2/28/06.

6	The Fund commenced operations on 11/1/05. The Fund’s fiscal year end changed from October 31 to June 30.

7	The Fund commenced operations on 9 /28/ 07.


	Fiscal Year Ended 10/31/06			Fiscal Year Ended 6/30/ 07 ¹			Fiscal Year Ended 6/30/08

Equity Income II Fund
Total Brokerage Commissions		$	604		$	288		$	116
Brokerage Commissions to Affiliated Broker-Dealers			64			—			—


1	The Fund’s fiscal year end changed from October 31 to June 30.

In the fiscal years ended June 30, 2006, 2007 and 2008, each of the Funds of the Trust that paid brokerage commissions and the amounts paid for each year were as follows (amounts in thousands):


Fund	Fiscal Year Ended 6/30/2006			Fiscal Year Ended 6/30/2007			Fiscal Year Ended 6/30/2008

Diversified Mid Cap Growth Fund
Total Brokerage Commissions		$	3,620		$	2,837		$	1,651
Brokerage Commissions to Affiliated Broker-Dealers			—			—			^

Part I - 53


Fund	Fiscal Year Ended 6/30/2006		Fiscal Year Ended 6/30/2007		Fiscal Year Ended 6/30/2008

Diversified Mid Cap Value Fund
Total Brokerage Commissions		1,262		860		720
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Equity Income Fund
Total Brokerage Commissions		271		141		212
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Equity Index Fund
Total Brokerage Commissions		199		292		227
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Intrepid Mid Cap Fund
Total Brokerage Commissions		1,569		1,374		1,244
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Large Cap Growth Fund
Total Brokerage Commissions		1,550		848		592
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Large Cap Value Fund
Total Brokerage Commissions		1,867		1,546		1,122
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Market Expansion Index Fund
Total Brokerage Commissions		485		391		617
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Multi-Cap Market Neutral Fund
Total Brokerage Commissions		2,444		75		3,526
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Small Cap Growth Fund
Total Brokerage Commissions		1,557		1,281		939
Brokerage Commissions to Affiliated Broker-Dealers		—		—		—
Small Cap Value Fund
Total Brokerage Commissions		1,040		698		633

Part I - 54


Fund	Fiscal Year Ended 6/30/2006		Fiscal Year Ended 6/30/2007		Fiscal Year Ended 6/30/2008


Brokerage Commissions to Affiliated Broker-Dealers		—		—		—


^	Amount rounds to less than $1,000.

For a more complete discussion, see the “Portfolio Transactions” section in Part II of this SAI.

Broker Research

For the fiscal year ended June 30, 2008, the Advisers allocated brokerage commissions to brokers who provided broker research for the Funds as follows:


Fund		Amount
Capital Growth Fund	$	948,001
Disciplined Equity Fund		207,202
Diversified Fund		482,499
Diversified Mid Cap Growth Fund		1,191,911
Diversified Mid Cap Value Fund		434,667
Dynamic Growth Fund		1,208
Dynamic Small Cap Core Fund		6,758
Dynamic Small Cap Growth Fund		382,911
Equity Income Fund		175,558
Equity Income II Fund		77,260
Equity Index Fund		175,559
Growth Advantage Fund		451,847
Growth and Income Fund		441,347
Intrepid America Fund		4,748,723
Intrepid Growth Fund		2,230,713
Intrepid Plus Fund		119,038
Intrepid Mid Cap Fund		819,815
Intrepid Multi Cap Fund		36,093
Intrepid Value Fund		265,351
Intrinsic Value Fund		4,353
Large Cap Growth Fund		432,212
Large Cap Value Fund		883,711
Market Expansion Index Fund		486,994
Micro Cap Fund		60,999
Mid Cap Equity Fund		173,065
Mid Cap Value Fund		2,819,348
Multi-Cap Market Neutral Fund		2,023,106
Small Cap Core Fund		261,011
Small Cap Equity Fund		815,339
Small Cap Growth Fund		606,588
Small Cap Value Fund		501,707
Strategic Small Cap Value Fund		27,774
U.S. Equity Fund		2,080,162
U.S. Large Cap Core Plus Fund		8,451,273
U.S. Large Cap Value Plus Fund		4,722
U.S. Small Company Fund		174,068
Value Discovery Fund		2,240

Securities of Regular Broker-Dealers

As of June 30, 2008, certain Funds owned securities of their regular broker-dealers (or parents) as shown below (amounts in thousands):

Part I - 55


Fund	Name of Broker-Dealer	Value of Securities Owned

JPMORGAN TRUST I

Capital Growth Fund	Barclays Capital Inc.	13,422
	Citigroup Global Markets Inc.	10,000
	Deutsche Bank AG	10,000
	Merrill Lynch & Co. Inc.	5,000

Disciplined Equity Fund	Bank of America Corporation	3,084
	Barclays Capital Inc.	127
	Citigroup Global Markets Inc.	1,420
	Goldman Sachs and Company	1,714
	Lehman Brothers Inc.	356
	Merrill Lynch & Co. Inc.	960

Diversified Fund	Banc of America Securities LLC	388
	Bank of America Corporation	3,153
	Barclays Capital Inc.	235
	Bear Stearns & Co. Inc.*	145
	Citigroup Global Markets Inc.	3,439
	Credit Suisse First Boston LLC	2,366
	Deutsche Bank AG	203
	Goldman Sachs and Company	3,465
	HSBC Securities Inc.	2,476
	Lehman Brothers Inc.	1,168
	Merrill Lynch & Co. Inc.	1,302
	Royal Bank of Scotland Group	363
	UBS Financial Services Inc.	241

Dynamic Growth Fund	Goldman Sachs and Company	74,333


Dynamic Small Cap Core Fund	N/A	—

Dynamic Small Cap Growth Fund	Banc of America Securities LLC	5,000
	Barclays Capital Inc.	5,920
	Citigroup Global Markets Inc.	6,500
	Deutsche Bank AG	5,000

Equity Income II Fund	Bank of America Corporation	383
	Citigroup Global Markets, Inc.	461

Growth and Income Fund	Banc of America Securities LLC	360
	Bank of America Corporation	4,905
	Barclays Capital Inc.	357
	Citigroup Global Markets Inc.	4,813
	Deutsche Bank AG	360
	UBS Financial Services Inc.	360

Intrepid America Fund	Bank of America Corporation	20,910
	Citigroup Global Markets Inc.	5,886
	Goldman Sachs and Company	37,446
	Lehman Brothers Inc.	3,271

Intrepid Growth Fund	N/A	—

Intrepid Plus Fund	Bank of America Corporation	449
	Citigroup Global Markets Inc.	130
	Goldman Sachs and Company	367
	Lehman Brothers Inc.	56

Intrepid Multi Cap Fund	Bank of America Corporation	163
	Goldman Sachs and Company	183

Intrepid Value Fund	Bank of America Corporation	8,690

Part I - 56


Fund	Name of Broker-Dealer	Value of Securities Owned

	Citigroup Global Markets Inc.	3,496
	Goldman Sachs and Company	5,702
	Lehman Brothers Inc.	723

Intrinsic Value Fund	N/A	—

Micro Cap Fund	NA	—

Mid Cap Equity Fund	Banc of America Securities LLC	2,000
	Barclays Capital Inc.	2,768
	Citigroup Global Markets Inc.	2,000
	Deutsche Bank AG	2,000
	Merrill Lynch & Co. Inc.	3,000
	UBS Financial Services Inc.	2,000

Small Cap Core Fund	Barclays Capital Inc.	5,740
	Goldman Sachs and Company	13,000
	Merrill Lynch & Co. Inc.	15,000

Small Cap Equity Fund	Barclays Capital Inc.	24,353
	Citigroup Global Markets Inc.	8,000
	Deutsche Bank AG	20,000
	Merrill Lynch & Co. Inc.	10,000

Strategic Small Cap Value Fund	NA	—

U.S. Equity Fund	Banc of America Securities LLC	2,250
	Bank of America Corporation	22,147
	Barclays Capital Inc.	223
	Citigroup Global Markets Inc.	12,150
	Deutsche Bank AG	2,250
	Goldman Sachs and Company	18,806
	Lehman Brothers Inc.	1,284
	Merrill Lynch & Co. Inc.	5,105

U.S. Large Cap Core Plus Fund	Bank of America Corporation	53,379
	Citigroup Global Markets Inc.	27,035
	Goldman Sachs and Company	55,990
	Lehman Brothers Inc.	3,228
	Merrill Lynch & Co. Inc.	11,625

U.S. Large Cap Value Plus Fund	Bank of America Corporation	95,838
	Citigroup Global Markets Inc.	78,856
	Goldman Sachs and Company	33,231
	Lehman Brothers Inc.	14,659
	Merrill Lynch & Co. Inc.	16,648

U.S. Small Company Fund	Banc of America Securities LLC	1,600
	Barclays Capital Inc.	1,187
	Citigroup Global Markets Inc.	2,000
	Deutsche Bank AG	1,600

Value Advantage Fund	N/A	—

Value Discovery Fund	Bank of America Corporation	35,924
	Citigroup Global Markets Inc.	30,336
	Merrill Lynch & Co. Inc.	7,928

JPMORGAN TRUST II
Diversified Mid Cap Growth Fund	Barclays Capital Inc.	7,828
	Merrill Lynch & Co. Inc.	10,000

Part I - 57


Fund	Name of Broker-Dealer	Value of Securities Owned

Diversified Mid Cap Value Fund	Barclays Capital Inc.	263

Equity Income Fund	Banc of America Securities LLC	900
	Bank of America Corporation	1,358
	Bank of Scotland Group	235
	Barclays Capital Inc.	479
	Citigroup Global Markets Inc.	2,551
	Deutsche Bank AG	900
	UBS Financial Services Inc.	900

Equity Index Fund	Banc of America Securities LLC	4,750
	Bank of America Corporation	17,251
	Bank of Scotland Group	4,224
	Barclays Capital Inc.	2,139
	Citigroup Global Markets Inc.	14,809
	Goldman Sachs and Company	11,191
	JPMorgan Securities Inc.	19,228
	Lehman Brothers Inc.	2,240
	Merrill Lynch & Co. Inc.	7,071

Intrepid Mid Cap Fund	Barclays Capital Inc.	6,330
	Deutsche Bank AG	5,000

Large Cap Growth Fund	Barclays Capital Inc.	376
	Goldman Sachs and Company	15,890

Large Cap Value Fund	Bank of America Corporation	16,299
	Bank of Scotland Group	739
	Barclays Capital Inc.	1,979
	Citigroup Global Markets Inc.	12,523
	Deutsche Bank AG	1,500
	Goldman Sachs and Company	5,597
	Lehman Brothers Inc.	2,496
	Merrill Lynch & Co. Inc.	2,679

Market Expansion Index Fund	Banc of America Securities LLC	7,500
	Bank of Scotland Group	583
	Barclays Capital Inc.	10,852
	Deutsche Bank AG	7,500
	Goldman Sachs and Company	5,000
	Merrill Lynch & Co. Inc.	5,000

Multi-Cap Market Neutral Fund	Bank of America Corporation	1,802
	Citigroup Global Markets Inc.	2,390
	Merrill Lynch & Co. Inc.	825

Small Cap Growth Fund	Bank of Scotland Group	7,698
	Barclays Capital Inc.	636
	Goldman Sachs and Company	3,000
	Merrill Lynch & Co. Inc.	10,000

Small Cap Value Fund	Bank of Scotland Group	1,520
	Barclays Capital Inc.	4,762
	Goldman Sachs and Company	4,000
J.P. MORGAN MUTUAL FUND INVESTMENT TRUST
Growth Advantage Fund	Banc of America Securities LLC	4,000
	Barclays Capital Inc.	4,334
	Citigroup Global Markets Inc.	3,800
	Deutsche Bank AG	4,000
	UBS Financial Services Inc.	3,500

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.
Mid Cap Value Fund	Barclays Capital Inc.	5,015
	Merrill Lynch & Co. Inc.	15,000


*	Subsequent to February 29, 2008, the Bear Stearns Companies Inc. and its affiliates became affiliated with JPMorgan Chase & Co.

Part I - 58

For a more complete discussion, see the “Portfolio Transactions” section in Part II of this SAI.

FINANCIAL INTERMEDIARIES

Other Cash Compensation

During the fiscal period ended June 30, 2008, JPMIM, JPMIA, and SC-R&M paid approximately $ 83,774,746, $32,017,982 and $300,982, respectively for all of the JPMorgan Funds pursuant to their other cash compensation arrangements.

For a more complete discussion, see the “Additional Compensation to Financial Intermediaries” section in Part II of this SAI.

Finder’s Fee Commissions

Financial Intermediaries who sell $1 million or more of Class A Shares in the aggregate of the JPMorgan Equity Funds (except as noted below), the JPMorgan Specialty Funds, the JPMorgan International Funds, the JPMorgan Investor Funds, the JPMorgan SmartRetirement Funds and the JPMorgan Fixed Income Funds (collectively “Qualifying Funds”) may receive a finder’s fee.

With respect to sales of the Equity Index Fund, no finder’s fee will be paid, although the Equity Index Fund is still deemed to be a Qualifying Fund for purposes of aggregating total sales. To the extent the Equity Index Fund is included in the total sales, the applicable finder’s fee will only be paid on the non-Equity Index Fund portion of the sales.

With respect to the Market Expansion Index Fund, such fees are paid in accordance with the following schedule:


Amount of Purchases	Finder’s Fees*


$1,000,000 or more**	0.25	%


*	If any defined contribution plan redeems within 12 months of the purchase date all of the shares for which a finder’s fee has been paid, JPMDS may reclaim the finder’s fee paid to the Financial Intermediary rather than charge a CDSC to the plan. JPMDS reserves the right to alter or change the finder’s fee policy on these plans at any time at its own discretion.

**	If the total sale of Class A Shares of Qualifying Funds is $1,000,000 or more but the amount of the sale applicable to the Market Expansion Index Fund is less than $1,000,000, the Financial Intermediary will receive a Finder’s Fee equal to 0.25% of the sale of the Class A Shares of the Market Expansion Index Fund. The Finder’s Fee Schedule for other Qualifying Funds can be found in the Statement of Additional Information for such Qualifying Funds.

With respect to sales of the Equity Funds (other than the Equity Index Fund and the Market Expansion Index Fund) such fees are paid in accordance with the following schedule:


Amount of Purchases	Finder’s Fees*


$1,000,000 - $3,999,999**	1.00	%
$4,000,000 - $9,999,999	0.75	%
$10,000,000 - $49,999,999	0.50	%
$50,000,000 or more	0.25	%


*	If any defined contribution plan redeems within 12 months of the purchase date all of the shares for which a finder’s fee has been paid, JPMDS may reclaim the finder’s fee paid to the Financial Intermediary rather than charge a CDSC to the plan. JPMDS reserves the right to alter or change the finder’s fee policy on these plans at any time at its own discretion.

Part I - 59


	**	If the total sale of Class A Shares of Qualifying Funds is $1,000,000 or more but the amount of the sale applicable to an Equity Fund is less than $1,000,000, the Financial Intermediary will receive a finder’s fee equal to 1.00% of the sale of the Class A Shares of an Equity Fund. The finder’s fee schedule for other Qualifying Funds can be found in the Statement of Additional Information for such Qualifying Funds.

Finder’s Fees Paid by Advisers and Distributor

For the fiscal year ended June 30, 2008, the Advisers and JPMDS paid approximately $ 4,223,176 in finders’ fees for all of the JPMorgan Funds.

For a more complete discussion, see the “Additional Compensation to Financial Intermediaries” section in Part II of this SAI.

TAX MATTERS

Capital Loss Carryforwards

For Federal income tax purposes, the following Funds had capital loss carryforwards for the fiscal year ended June 30, 2008 (amounts in thousands):


Fund	Capital Loss Carryforwards		Expiration Date
Disciplined Equity Fund ^(a)	$	30,526		6/30/2009
		198,549		6/30/2010
		44,113		6/30/2011

Remaining	$	273,188

Large Cap Growth Fund ^{( b )}	$	6,513		6/30/2010
		340,984		6/30/2011
		737		6/30/2012
		897		6/30/2013

Remaining	$	349,131

U.S. Equity Fund ^{( c )}	$	419		6/30/2009
		5,615		6/30/2010

Remaining	$	6,034

Capital Growth Fund	$	225*		6/30/2011

Remaining	$	225

Growth Advantage Fund	$	197,996		6/30/2009
		28,364		6/30/2010
		2,527		6/30/2011

Remaining	$	228,887

Multi-Cap Market Neutral Fund	$	43,987		6/30/2015
	$	97,035		6/30/2016

Remaining	$	141,022

Intrepid Multi Cap Fund	$	756		6/30/2016

Remaining	$	756

Intrepid Plus Fund	$	2,299		6/30/2015
		126		6/30/2016

Remaining	$	2,425

Intrepid Value Fund	$	8,871		6/30/2016

Remaining	$	8,871

Equity Index Fund	$	41,528		6/30/2011
		12,693		6/30/2012
		17,265		6/30/2013

Remaining		71,486

Value Discovery Fund	$	7		6/30/2016

Remaining	$	7

Part I - 60


( a )	Includes $ 33,436 (in thousands) of losses acquired from JPMorgan SmartIndex Fund. A portion of the capital loss carryforward from business combinations may be limited in future years under the Internal Revenue Code Sections 381–384.

( b )	Includes $ 8,175 (in thousands) of losses acquired from JPMorgan Equity Growth Fund. A portion of the capital loss carryforward from business combinations may be limited in future years under the Internal Revenue Code Sections 381–384.

( c )	Includes $ 5,197 (in thousands) of losses acquired from JPMorgan Core Equity Fund and $ 837 (in thousands) acquired from JPMorgan Focus Fund. A portion of the capital loss carryforward from business combinations may be limited in future years under the Internal Revenue Code Sections 381–384.

^*	Subject to limitation under Code sections 381–384.

To the extent that these capital losses are used to offset future capital gains, it is probable that gains so offset will not be distributed to shareholders.

For a more complete discussion, see the “Distributions and Tax Matters” section in Part II of this SAI.

PORTFOLIO HOLDINGS DISCLOSURE

A list of the entities that receive the Funds’ portfolio holdings information, the frequency with which it is provided to them and the length of the lag between the date of the information and the date it is disclosed is provided below:


All Funds
Lipper, Inc.	Monthly	30 days after month end
Thomson Financial	Monthly	30 days after month end
Bloomberg LP	Monthly	30 days after month end
Vickers Stock Research Corp.	Monthly	30 days after month end
MorningStar Inc.	Monthly	30 days after month end
Standard & Poor’s	Monthly	30 days after month end
JPMorgan Private Bank/ JPMorgan Private Client Services	Monthly	30 days after month end
Casey, Quirk & Associates	Monthly	10 days after month end
Lipper, Inc.	Monthly	30 days after month end
JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund
JPMorgan Dynamic Small Cap Growth Fund
JPMorgan Equity Income Fund
JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Mid Cap Fund
JPMorgan Intrepid Multi Cap Fund
JPMorgan Intrepid Value Fund
JPMorgan Mid Cap Value Fund
JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Growth Fund
JPMorgan U.S. Equity Fund
JPMorgan U.S. Small Company Fund
Vestek	Monthly	30 days after month end
JPMorgan Diversified Mid Cap Value Fund
JPMorgan Diversified Mid Cap Growth Fund
Alpha Consulting Group	Quarterly	30 days after quarter end
JPMorgan U.S. Large Cap Core Plus Fund
Aris Corporation	Quarterly	30 days after quarter end
JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Mid Cap Fund
JPMorgan Intrepid Multi Cap Fund
JPMorgan Intrepid Value Fund
Bear Stearns & Co. Inc.	Monthly	30 days after month end
JPMorgan U.S. Equity Fund
JPMorgan Equity Income II Fund
JPMorgan Mid Cap Value Fund
JPMorgan Intrepid America Fund
JPMorgan Small Cap Equity Fund

Part I - 61


JPMorgan Intrepid Growth Fund
Canterbury Consulting Group	Quarterly	30 days after month end
JPMorgan Disciplined Equity Fund
JPMorgan Mid Cap Value Fund
Concord Advisory	Monthly	30 days after month end
JPMorgan Multi-Cap Market Neutral Fund
JPMorgan U.S. Large Cap Core Plus Fund
Fidelity Investments	Monthly	30 days after quarter end
JPMorgan Diversified Mid Cap Value Fund
JPMorgan Mid Cap Value Fund
JPMorgan Intrepid America Fund
JPMorgan Market Expansion Index Fund
JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Value Fund
Fidelity Investments	Quarterly	30 days after quarter end
JPMorgan Diversified Mid Cap Growth Fund
JPMorgan Dynamic Small Cap Growth Fund
JPMorgan Mid Cap Value Fund
Hartland & Co.	Quarterly	30 days after quarter end
JPMorgan Capital Growth Fund
JPMorgan Intrepid Growth Fund
JPMorgan Mid Cap Value Fund
JPMorgan Small Cap Growth Fund
Informa Investment Solutions/Mobius	Quarterly	30 days after quarter end
JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Growth Fund
Jeffrey Slocum & Associates, Inc.	Quarterly	30 days after quarter end
JPMorgan Intrepid America Fund
Macro Consulting	Quarterly	30 days after month end
JPMorgan Small Cap Value Fund
Macro Consulting	Monthly	30 days after month end
JPMorgan Equity Index Fund
JPMorgan Small Cap Value Fund
Mellon Analytical Solutions	Quarterly	30 days after quarter end
JPMorgan Disciplined Equity Fund
New England Pension Consultants	Quarterly	30 days after quarter end
JPMorgan U.S. Large Cap Core Plus Fund
Oppenheimer	Quarterly	30 days after quarter end
JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund
JPMorgan Mid Cap Value Fund
Prime, Buchholz & Associates, Inc.	Quarterly	30 days after quarter end
JPMorgan Disciplined Equity Fund
Rogers Casey Consulting	Quarterly	30 days after quarter end
JPMorgan Disciplined Equity Fund
JPMorgan Mid Cap Value Fund
JPMorgan U.S. Small Company Fund
Sisters of St. Joseph of Peace	Quarterly	30 days after quarter end
JPMorgan Intrepid America Fund
JPMorgan Intrepid Mid Cap Fund
Strategic Advisors, Inc.	Quarterly	30 days after month end
JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Mid Cap Fund
JPMorgan Intrepid Value Fund
JPMorgan Mid Cap Value Fund
JPMorgan U.S. Large Cap Core Plus Fund
Wachovia	Quarterly	30 days after quarter end
JPMorgan Mid Cap Value Fund
JPMorgan U.S. Equity Fund
Watson Wyatt Worldwide	Quarterly	30 days after quarter end
JPMorgan Intrepid Growth Fund
Watson Wyatt Worldwide	Monthly	30 days after month end

Part I - 62


JPMorgan Equity Index Fund
Wilshire	Quarterly	30 days after quarter end
JPMorgan Mid Cap Value Fund
Key Bank	Monthly	30 days after month end
UBS	Quarterly	30 days after quarter end
Callahan Associates – Johnson Controls	Quarterly	30 days after quarter end
RV Kuhns	Quarterly	30 days after quarter end
Wells Fargo	Quarterly	30 days after quarter end
JPMorgan Multi-Cap Market Neutral Fund
Lockwood Advisors	Quarterly	30 days after quarter end
UBS	Quarterly	30 days after quarter end

For a more complete discussion, see the “Portfolio Holdings Disclosure” section in Part II of this SAI.

SHARE OWNERSHIP

Trustees and Officers

As of September 30, 2008, the officers and Trustees, as a group, owned less than 1% of the shares of any class of each Fund.

Principal Holders

As of September 30, 2008, the following persons owned of record, or were known by the Trusts to own beneficially, 5% or more of the outstanding shares of any class of the Funds included in this SAI:


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

JPMORGAN TRUST I
CAPITAL GROWTH FUND
CLASS A SHARES	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	7.50	%

CLASS B SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST 2^nd FL JACKSONVILLE FL 32246-6484	14.04	%

CLASS C SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST 2^nd FL JACKSONVILLE FL 32246-6484	30.51	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	24.18	%

	CITIGROUP GLOBAL MARKETS INC HOUSE ACCOUNT ATTN PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	27.17	%

SELECT CLASS SHARES	JP MORGAN CHASE 401(K) SAVINGS PLAN* ATTN STEPHEN RYAN 3 CHASE METROTECH CENTER FL 5 BROOKLYN NY 11245-0001	68.90	%

Part I - 63


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	WELLS FARGO BANK NA FBO RETIREMENT PLAN SVCS PO BOX 1533 733 MARQUETTE AVE FL 5 MINNEAPOLIS MN 55480-1533	5.54	%

DISCPLINED EQUITY FUND
CLASS A SHARES	JPMORGAN CHASE BANK AS AGENT FOR* FBO CLIENT ATTN FUND OPERATIONS 2 OPS/3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2105	8.49	%

	NFS LLC FBO JPMORGAN CHASE BANK TRAD IRA R/O CUS IRA OF LOUIS FOGELSON 996 COOPER ST BUFFALO GROVE IL 60089-1216	6.75	%

	NFS LLC FBO ALBERT ADES ALBERT ADES P/ADM ALBERT AND PATTI ADES TTEES 19 W 44^TH ST STE 615 NEW YORK NY 10036-5900	8.17	%

INSTITUTIONAL CLASS SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	5.97	%

	MAC & CO ATTN: MUTUAL FUND OPERATIONS PO BOX 3198 525 WILLIAM PENN PLACE PITTSBURGH PA 15230-3198	9.46	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	11.75	%

	THE BANK OF NEW YORK AS CUSTODIAN FOR AH BELLO ATTN MIKE CALLAHAN 1 WALL ST FL 12 MASTER TRUST NEW YORK NY 10286-0001	10.32	%

	WELLS FARGO BANK NA FBO CASTLE & COOK, INC. SALARIED-DISB PO BOX 1533 MINNEAPOLIS MN 55480-1533	12.66	%

	MAC & CO ATTN: MUTUAL FUND OPERATIONS PO BOX 3198 525 WILLIAM PENN PLACE PITTSBURGH PA 15230-3198	29.82	%

Part I - 64


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	JPMORGAN CHASE BANK* FBO CLIENT ATTN FUND OPERATIONS 3 OPS/3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2105	7.12%

	NFS LLC FBO BRADY CO/SAN DIEGO 401K P KEITH ESHELMAN TTEE 8100 CENTER ST LA MESA CA 91942-2925	6.06%

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	45.60%

ULTRA SHARES	JPMIM AS AGENT FOR* POSTENS PENSIONS STIFTELSE ATTM JAMES GIBBONS 245 PARK AVE FL 7 NEW YORK NY 10167-0002	60.89%

	JPMIM AS AGENT FOR NOVARTIS CORP* USBA BALANCED FUND – NORTHERN TRUST MASTER TRUST ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	7.31%

	JPMIM AS AGENT FOR* THE RETIREMENT TRUST FUND FOR ST JOSEPH’S PROVINCE OF THE SISTERS OF ST JOSEPH OF PEACE ATTN F GENTIL 522 5^th AVE NEW YORK NY 10036	25.79%

DIVERSIFIED FUND
CLASS A SHARES	BCO POPULAR TTEE FBO TEXACO PR INC PENSION PLAN ATTN YANIRA N AZARIO PO BOX 362708 SAN JUAN PR 00936-2708	5.54	%

CLASS C SHARES	MLPF&S 4800 DEER LAKE DR EAST 2^nd FL JACKSONVILLE FL 32246-6484	10.91	%

	NFS LLC FEBO JASPER C HICKSON 1510 KELL BLVD WICHITA FALLS TX 76301-5126	8.89	%

INSTITUTIONAL CLASS SHARES	CELTIC INSURANCE COMPANY LTD CP GALLAGHER VP C/O PROCTOR AND GAMBLE 2 PROCTOR AND GAMBLE PLAZA TE-13 CINCINATTI OH 45202-3315	21.46	%

Part I - 65


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	JPMORGAN CHASE BANK AS AGENT FOR* FBO CLIENT ATTN FUND OPERATIONS 2 OPS/3 500 STANTON CHRISTIANA RD NEWARK DE 19713-2105	33.23	%

	JPMORGAN CHASE BANK FBO* BETCHEL SUPPLEMENTAL RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.37	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	5.99	%

	WESTINGHOUSE ELECTRICAL COMPANY ESBU SAVINGS PLAN STATE STREET BANK & TRUST 105 ROSEMONT AVE WESTWOOD MA 02090-2318	5.09	%

	JPMIM AS AGENT FOR* CORNELL U PLAN A ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	8.88	%

SELECT CLASS SHARES	GPC SECURITIES INC AGENT FOR JPMORGAN CHASE BANK FBO SCOTT TRACTOR CO LLC SCOTT CO PS PLAN PO BOX 105117 ATLANTA GA 30348-5117	14.44	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	10.04	%

	M&I 401K PLAN TRUST ATTN RPS MGMT RPTG PO BOX 419784 KANSAS CITY MO 64141-6784	8.77	%
DYNAMIC GROWTH FUND
CLASS A SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

CLASS C SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

Part I - 66


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

CLASS R5 SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

SELECT CLASS SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

DYNAMIC SMALL CAP CORE FUND
CLASS A SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

CLASS C SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

CLASS R5 SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

SELECT CLASS SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

DYNAMIC SMALL CAP GROWTH FUND
CLASS A SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST 2^ndFL JACKSONVILLE FL 32246-6484	9.58	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	7.33	%

	NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	12.32	%

CLASS B SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST 2^ndFL JACKSONVILLE FL 32246-6484	77.01	%

CLASS C SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	91.50	%

Part I - 67


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	CITIGROUP GLOBAL MARKETS INC 333 W 34^TH STREET FL 3 NEW YORK NY 10001-2402	59.14	%

	CROWN EQUIPMENT CORP FBO 401K RET SAVINGS PLAN DTD QUAL RET PL & TRUST JPM/AC RET PL SRVS MNGMT RPTG TEAM PO BOX 419784 KANSAS CITY MO 64141-6784	7.56	%

	JPMORGAN CHASE BANK TTEE* FBO LINDE SAVINGS AND INVESTMENT PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	15.09	%

	MITSUBISHI MOTORS TTEE FBO LINDE SAVINGS AND INVESTMENT PLAN ATTN JPM/AC RPS MNGMT RPTG TEAM PO BOX 419784 KANSAS CITY MO 64114-6784	8.21	%

EQUITY INCOME II FUND
SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	24.98	%

	JP MORGAN CHASE BANK* FBO CLIENT ATTN SPECIAL PRODUCTS 3 OPS/3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	8.31	%

GROWTH AND INCOME FUND
CLASS A SHARES	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.03	%

CLASS C SHARES	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	7.88	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	5.59	%

SELECT CLASS SHARES	JP MORGAN CHASE BANK* FBO CLIENT ATTN SPECIAL PRODUCTS 3 OPS/3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	9.16	%

Part I - 68


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

INTREPID AMERICA FUND
CLASS A SHARES	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.31	%

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC HOUSE ACCOUNT ATTN PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	7.55	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	5.28	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	11.04	%

CLASS R5 SHARES	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2015 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	14.74	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2020 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	25.92	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	22.99	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2040 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	17.77	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT INCOME FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	5.59	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2010 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	8.50	%

Part I - 69


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN KIM CATINO/KARINA VOLVOVSKY 522 5^thAVE NEW YORK NY 10036-7601	5.10	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	31.93	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^THAVE NEW YORK NY 10036-7601	6.57	%

INTREPID GROWTH FUND
CLASS A SHARES	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 2 JERSEY CITY NJ 07311	23.66	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	15.06	%

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC HOUSE ACCOUNT ATTN PETER BOOTH 7^THFLOOR 333 W 34^THSTREET NEW YORK NY 10001-2402	6.08	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 2 JERSEY CITY NJ 07311	6.68	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.80	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	25.87	%

CLASS R5 SHARES	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2020 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	10.07	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	12.75	%

Part I - 70


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	JPMORGAN CHASE AS TRUSTEE* FBO ASTEC INDUSTRIES INC 401(K) RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.69	%

	JPMORGAN CHASE AS TRUSTEE* FBO ENERGY NORTHWEST 401K DEFERRED COMPENSATION PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.78	%

	JPMORGAN CHASE AS TRUSTEE* FBO PEARSON RETIREMENT PLAN C/O JPMORGAN RETIREMENT PLAN SERVICES 9300 WARD PKWY KANSAS CITY MO 64114-3317	21.44	%

	JPMORGAN CHASE BANK AS TRUSTEE* FBO BEMIS INVESTMENT INCENTIVE PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.09	%

	JPMORGAN CHASE BANK TTEE* FBO NETWORK EQUIPMENT TECHNOLOGIES INC 401K PLAN C/O JPMORGAN RET PLAN SERVICES 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.02	%

	JPMORGAN RETIREMENT PLAN SERVICES* CUST FBO JPMORGAN CHASE AS TRUSTEE FOR HITACHI EMPLOYEE 401K RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	13.14	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2040 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	8.36	%

SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	38.38	%

INTREPID PLUS FUND
CLASS A SHARES	H&R BLOCK FINANCIAL ADVISORS DIME BUILDING 719 GRISWOLD ST STE 1700 DETROIT MI 48226-3318	6.34	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	56.26	%

Part I - 71


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	9.63	%

CLASS C SHARES	H&R BLOCK FINANCIAL ADVISORS DIME BUILDING 719 GRISWOLD ST STE 1700 DETROIT MI 48226-3318	9.28	%

	H&R BLOCK FINANCIAL ADVISORS DIME BUILDING 719 GRISWOLD ST STE 1700 DETROIT MI 48226-3318	6.49	%

	H&R BLOCK FINANCIAL ADVISORS DIME BUILDING 719 GRISWOLD ST STE 1700 DETROIT MI 48226-3318	11.70	%

	LPL FINANCIAL 9785 TOWN CENTRE DR SAN DIEGO CA 92121-1968	6.65	%

	LPL FINANCIAL 9785 TOWN CENTRE DR SAN DIEGO CA 92121-1968	7.72	%

	NFS LLC FEBO JOSEPH P TRENTACOSTA MD 102 IRONMINE DR STATEN ISLAND NY 10304-1130	5.33	%

	CITIGROUP GLOBAL MARKETS INC HOUSE ACCOUNT ATTN PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	12.71	%

SELECT CLASS SHARES	JPMIM AS AGENT FOR * JPMORGAN INVESTOR BALANCED FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	31.60	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR CONSERVATIVE GROWTH FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	13.98	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	22.34	%

Part I - 72


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	30.65	%

INTREPID MULTI CAP FUND
CLASS A SHARES	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	19.82	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	9.93	%

CLASS C SHARES	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	8.83	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	21.47	%

SELECT CLASS SHARES	JPMORGAN CHASE BANK* FBO CLIENT ATTN: FUND OPERATIONS 3/0PS3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	16.78	%

	JPMORGAN TRUST CO OF DE* FBO CLIENT ATTN: FUND OPERATIONS 3/0PS3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	42.90	%

INTREPID VALUE FUND
CLASS A SHARES	NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	7.95	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	6.18	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	14.45	%

CLASS C SHARES	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	8.09	%

Part I - 73


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	25.17	%

CLASS R5 SHARES	JPMORGAN CHASE TTEE* FBO RESCAR INC PROFIT SHARING AND 401K PLAN AND TRUST ATTN JPMORGAN RET PLAN SERVICES 9300 WARD PKWY KANSAS CITY MO 64114-3317	18.01	%

	JPMORGAN CHASE TTEE* FBO RESCAR INC PROFIT SHARING AND 401K PLAN AND TRUST ATTN JPMORGAN RET PLAN SERVICES 9300 WARD PKWY KANSAS CITY MO 64114-3317	81.99	%

SELECT CLASS SHARES	PRUDENTIAL INVESTMENT MANAGEMENT FBO MUTUAL FUND CLIENTS ATTN PRUCHOICE UNIT 3 GATEWAY CTR STE 11 NEWARK NJ 07102-4000	11.88	%

	JPMIM AS AGENT FOR* OAKLAND UNIVERSITY ATTN ROBIN STELZER OR MANI THAIMANY 1111 POLARIS PARKWAY FL 3 COLUMBUS OH 43240-2031	9.84	%

INTRINSIC VALUE FUND
CLASS A SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

CLASS C SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

CLASS R5 SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

SELECT CLASS SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

MICRO CAP FUND
CLASS A SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

CLASS C SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

Part I - 74


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST FL 11 SAN FRANCISCO CA 941014-4127	80.10	%

	AMERITRADE INC FBO OUR CUSTOMERS PO BOX 2226 OMAHA NE 68103-2226	18.74	%

MID CAP EQUITY FUND
SELECT CLASS SHARES	FARMERS & MERCHANTS CO ATTN TRUST DEPT PO BOX 701 ABILENE TX 79604-0701	7.29	%

	WELLS FARGO BANK NA FBO RET PLAN SVCS PO BOX 1533 MINNEAPOLIS MN 55480-1533	5.58	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	33.16	%

SMALL CAP CORE FUND
CLASS A SHARES	JPMORGAN CHASE 401K SAVINGS PLAN* ATTN STEPHEN RYAN 3 METROTECH CENTER FL 5 BROOKLYN NY 11245-0001	80.73	%

SMALL CAP EQUITY FUND
CLASS A SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2^ND FLOOR JACKSONVILLE FL 32246-6484	10.73	%

	NFS LLC FBO STATE STREET BANK TRUST CO TTEE VARIOUS RETIREMENT PLANS 4 MANHATTANVILLE RD PURCHASE NY 10577-2139	7.08	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.14	%

	CHARLES SCHWAB & CO INC REINVEST ACCOUNT ATTN: MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 941014-4151	10.24	%

Part I - 75


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

CLASS B SHARES	CITIGROUP GLOBAL MARKETS INC HOUSE ACCOUNT ATTN PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	8.08	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	5.33	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	11.55	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2^ND FLOOR JACKSONVILLE FL 32246-6484	5.19	%

CLASS C SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2^ND FLOOR JACKSONVILLE FL 32246-6484	18.75	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	9.19	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.83	%

	CITIGROUP GLOBAL MARKETS INC HOUSE ACCOUNT ATTN PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	15.33	%

CLASS R5 SHARES	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2015 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	5.15	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2020 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	8.25	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	5.24	%

	JPMORGAN CHASE AS TTEE * FBO FOREST LABORATORIES INC SAVINGS & PROFIT SHARING PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	8.50	%

Part I - 76


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 710027 COLUMBUS OH 43271-0001	12.09	%

	MERCER TRUST CO TTEE FBO BOSCH SAVINGS INCENTIVE PLAN 1 INVESTORS WAY NORWOOD MA 02062-1599	12.57	%

STRATEGIC SMALL CAP VALUE FUND
CLASS A SHARES	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	9.73	%

	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	69.82	%

CLASS C SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	90.43	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.33	%

CLASS R5 SHARES	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2010 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	5.68	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2015 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	13.73	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	29.31	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2040 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	18.79	%

SELECT CLASS SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	98.19	%

Part I - 77


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

U.S. EQUITY FUND
CLASS B SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DRIVE EAST 2^ND FLOOR JACKSONVILLE FL 32246-6484	6.24	%

CLASS C SHARES	MLPF&S 4800 DEER LAKE DRIVE EAST 2^ND FLOOR JACKSONVILLE FL 32246-6484	7.99	%

	CITIGROUP GLOBAL MARKETS INC HOUSE ACCOUNT ATTN PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	11.61	%

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE AS TRUSTEE* FBO FOREST LABORATORIES INC SAVINGS AND PROFIT SHARING PLAN C/O JPMORGAN RET PLAN SERVICES 9300 WARD PKWY KANSAS CITY MO 64114-3317	22.27	%

	JPMORGAN TRUST CO OF DE* FBO CLIENT ATTN: SPECIAL PRODUCTS 3 OPS/3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2107	13.15	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43272-0001	50.38	%

CLASS R5 SHARES	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2010 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	14.83	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2020 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	24.65	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	14.20	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2040 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	9.25	%

Part I - 78


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT INCOME FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	14.05	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2015 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	20.17	%

SELECT CLASS SHARES	JPMIM AS AGENT FOR * JPMORGAN INVESTOR BALANCED FUND ATTN: KIM CATINO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	14.77	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN: KIM CATINO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	18.82	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	13.60	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN: KIM CATINO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	15.96	%

U.S. LARGE CAP CORE PLUS FUND
CLASS A SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 941014-4151	6.69	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST FL 3 JACKSONVILLE FL 32246-6484	5.84	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	17.26	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	9.16	%

Part I - 79


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC HOUSE ACCOUNT ATTN PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	23.43	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST FL 3 JACKSONVILLE FL 32246-6484	10.65	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	11.27	%

CLASS R5 SHARES	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2015 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	7.52	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2020 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	24.54	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	35.05	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2040 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	26.30	%

SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	23.41	%

U.S. LARGE CAP VALUE PLUS FUND
CLASS A SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	85.33	%

	NFS LLC FBO NELLIE L MILLER 309 LOCUST DR COLORADO SPRINGS CO 80907-4349	9.27	%

CLASS C SHARES	H&R BLOCK FINANCIAL ADVISORS DIME BUILDING 719 GRISWOLD ST STE 1700 DETROIT MI 48226-3318	29.08	%

Part I - 80


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST FL 3 JACKSONVILLE FL 32246-6484	22.71	%

	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	48.22	%

CLASS R5 SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	100	%

SELECT CLASS SHARES	JPMORGAN INVESTMENT MGMT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	53.93	%

	JPMORGAN TRUST CO, NA* FBO CLIENT ATTN FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2105	30.40	%

U.S. SMALL COMPANY FUND
CLASS A SHARES	NFS LLC FBO GERARDO E VA TRUJILLO PATRICIA M VICTORIA JTTEN 2717 HAMMAN WAY AURORA IL 60502-4480	9.68	%

	NFS LLC FBO JPMORGAN CHASE BANK TRAD IRA R/O CUS IRA OF KEVIN D HOOKS 1685 TURTLE CREEK MILFORD MI 48380-1547	6.49	%

	NFS LLC FBO JPMORGAN CHASE BANK TRAD IRA R/O CUS IRA OF MARTHA R HOOKS 1685 TURTLE CREEK MILFORD MI 48380-1547	6.14	%

	NFS LLC FBO NFS/FMTC IRA R/O FBO GARY M BATES 10 URBANDALE RD VOORHEESVILLE NY 12186-9619	15.49	%

	NFS LLC FBO DIANE W WILSON RICHARD A WILSON JTTEN 14186 KLINGENSMITH BLVD CARMEL IN 46033-5507	6.39	%

Part I - 81


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	NFS LLC FBO RUBEN G GARCIA 13758 FIELDSHIRE TER WESTFIELD IN 46074-8251	5.64	%

	RONALD K BREUER 46 CANDLEWOOD PATH DIX HILLS NY 11746-5306	21.20	%

CLASS C SHARES	CLEARVIEW IRA CUST FBO BETH L SMITH 504 CRYSTAL BAY CIR SUFFOLK VA 23435-3173	15.43	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST 2^ND FLR JACKSONVILLE FL 32246-6484	49.13	%

	NFS LLC FBO JPMORGAN CHASE BANK TRAD IRA R/O CUS IRA OF JAMES R SULLIVAN 2050 W FOSTER AVE CHICAGO IL 60625-1205	13.55	%

	CLEARVIEW IRA R/O ALLEN W WEAVER 3561 POPPY CRES VIRGINIA BEACH VA 23453-2209	19.81	%

INSTITUTIONAL CLASS SHARES	JPMIM AS AGENT FOR CORNELL U PLAN A* ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	18.88	%

	JPMORGAN CHASE BANK AS AGENT* FBO CLIENT ATTN SPECIAL PRODUCTS 2 OPS/3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2105	16.55	%

	NFS LLC FBO NORTHERN TRUST CO PO BOX 92956 CHICAGO IL 60675-0001	20.46	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	37.49	%

VALUE ADVANTAGE FUND
CLASS A SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST FL 3 JACKSONVILLE FL 32246-6484	12.29	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	6.44	%

Part I - 82


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	9.16	%

	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	7.09	%

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	15.76	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR EAST FL 3 JACKSONVILLE FL 32246-6484	18.79	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	10.23	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	7.23	%

INSTITUTIONAL CLASS SHARES	PRUDENTIAL INVESTMENT MANAGEMENT FBO MUTUAL FUND CLIENTS ATTN PRUCHOICE UNIT 3 GATEWAY CTR STE 11 NEWARK NJ 07102-4000	54.35	%

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 941014-4151	15.32	%

SELECT CLASS SHARES	NFS LLC FBO BONY CUST FOR PAS U S OPPORTUNITY FUND OF FUNDS ANTHONY CIRELLI 90 WASHINGTON ST 11^th FL NEW YORK NY 10286-0001	21.79	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	7.54	%

	FARMERS & MERCHANT TRUST CO ATTENTION TRUST OPERATIONS 20 S MAIN ST CHAMBERSBURG PA 17201-2202	7.95	%

Part I - 83


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

VALUE DISCOVERY FUND
CLASS A SHARES	JPMORGAN INVESTMENT MGMT* ATTN NANCY WILLIAMS 1111 POLARIS PKWY COLUMBUS OH 43240-2031	100	%

CLASS C SHARES	JPMORGAN INVESTMENT MGMT* ATTN NANCY WILLIAMS 1111 POLARIS PKWY COLUMBUS OH 43240-2031	100	%

CLASS R5 SHARES	JPMORGAN INVESTMENT MGMT* ATTN NANCY WILLIAMS 1111 POLARIS PKWY COLUMBUS OH 43240-2031	100	%
SELECT CLASS SHARES	JPMORGAN INVESTMENT MGMT* ATTN NANCY WILLIAMS 1111 POLARIS PKWY COLUMBUS OH 43240-2031	100	%

JPMORGAN TRUST II
DIVERSIFIED MID CAP GROWTH FUND
CLASS A SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	8.10	%

	NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	5.50	%

CLASS C SHARES	KEMPER SERVICE COMPANY MASTER ACCOUNT FBO PARTICIPATING KEMFLEX PLANS ATTN: TA ACCOUNTING 7^th FL 811 MAIN ST KANSAS CITY MO 64105-2005	5.96	%

	MERRILL LYNCH PIERCE FENNER & SMITH INC FBO 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	15.76	%

SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	68.74	%

ULTRA SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	100	%

Part I - 84


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

DIVERSIFIED MID CAP VALUE FUND
CLASS C SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	16.62	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.96	%

	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	12.37	%

SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	76.49	%

ULTRA SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	100	%

EQUITY INCOME FUND
CLASS C SHARES	MLPF& S 4800 DEER LAKE DR EAST 2^nd FL JACKONSVILLE FL 32246-6484	6.97	%

	NFS LLC FBO STEVE MERRIFIELD 3939 S MERRIFIELD RD DALLAS TX 75236-3096	8.36	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.27	%

SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	53.47	%

EQUITY INDEX FUND
CLASS A SHARES	JPMORGAN CHASE BANK CUST * FBO IOWA HEALTH SYSTEM SECTION 401K JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.89	%

CLASS C SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	17.79	%

SELECT CLASS SHARES	JPMORGAN RETIREMENT PLAN SERV CUST * TEXAS HEALTH RESOURCES TTEE FBO TEXAS HEALTH 401(K) RET TRUST 9300 WARD PKWY KANSAS CITY MO 64114-3317	8.38	%

Part I - 85


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	49.02	%

	MERCER TRUST CO TTEE FBO BOSCH SAVINGS INCENTIVE PLAN 1 INVESTORS WAY NORWOOD MA 02062-1599	5.64	%

INTREPID MID CAP FUND
CLASS B SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	5.06	%

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	12.13	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	6.06	%

	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	10.38	%

SELECT CLASS SHARES	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN KIM CATINO/KARINA VOLVOVSKY 522 5^th AVE NEW YORK NY 10036-7601	15.14	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN KIM CATINO/KARINA VOLVOVSKY 522 5^th AVE NEW YORK NY 10036-7601	18.47	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	31.81	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR BALANCED FUND ATTN KIM CATINO/KARINA VOLVOVSKY 522 5^th AVE NEW YORK NY 10036-7601	10.39	%

Part I - 86


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

ULTRA SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	48.01	%

	JPMIM AS AGENT FOR* GREATER MILWAUKEE FOUNDATION ATTN DAWN STAPLETON 1111 POLARIS PKWY FL 3 COLUMBUS OH 43240	51.99	%
LARGE CAP GROWTH FUND
CLASS C SHARES	MLPF&S FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST 2^nd FL JACKSONVILLE FL 32246-6484	5.74	%

	KEMPER SERVICE COMPANY MASTER ACCOUNT FBO PARTICIPATING KEMFLEX PLANS ATTN: TA ACCOUNTING 7^th FL 811 MAIN ST KANSAS CITY MO 64105-2005	11.22	%

SELECT CLASS SHARES	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN KIM CATINO/KARINA VOLVOVSKY 522 5^th AVE NEW YORK NY 10036-7601	23.55	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0002	39.63	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN KIM CATINO/KARINA VOLVOVSKY 522 5^th AVE NEW YORK NY 10036-7601	25.91	%

ULTRA SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	100	%

LARGE CAP VALUE FUND
CLASS C SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	7.13	%

	KEMPER SERVICE COMPANY MASTER ACCOUNT FBO PARTICIPATING KEMFLEX PLANS ATTN: TA ACCOUNTING 7^th FL 811 MAIN ST KANSAS CITY MO 64105-2005	9.72	%

Part I - 87


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

CLASS R5 SHARES	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2020 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	27.30	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	36.03	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2040 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	25.17	%

SELECT CLASS SHARES	JPMIM AS AGENT FOR * JPMORGAN INVESTOR BALANCED FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	17.44	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	29.63	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	31.66	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	12.92	%

MARKET EXPANSION INDEX FUND
CLASS A SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	13.77	%

CLASS B SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	6.96	%

CLASS C SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	25.95	%

Part I - 88


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	6.40	%

SELECT CLASS SHARES	JPMIM AS AGENT FOR * JPMORGAN INVESTOR BALANCED FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	14.21	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	17.20	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	15.09	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	36.10	%

MULTI CAP MARKET NEUTRAL FUND
CLASS A SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	6.20	%

	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	25.74	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	6.07	%

CLASS B SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	43.58	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	5.61	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.27	%

Part I - 89


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	5.44	%

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	7.88	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	5.50	%

	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	45.32	%

SELECT CLASS SHARES	JPMIM AS AGENT FOR * JPMORGAN INVESTOR BALANCED FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	17.49	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR CONSERVATIVE GROWTH FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	7.51	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	17.02	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	36.43	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	12.47	%

SMALL CAP GROWTH FUND
CLASS A SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	13.54	%

CLASS B SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	6.26	%

Part I - 90


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	7.99	%

	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	24.43	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	8.68	%

INSTITUTIONAL CLASS SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	7.52	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	5.48	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	29.88	%

	NATIONAL FINANCIAL SVCS LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEP 5^th FLR ONE WORLD FIN CNTR 200 LIBERTY ST NEW YORK NY 10281	6.20	%

SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	72.56	%

SMALL CAP VALUE FUND
CLASS A SHARES	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	9.36	%

	NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	8.21	%

CLASS B SHARES	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	8.68	%

Part I - 91


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	5.27	%

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	8.27	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	6.35	%

	MERRILL LYNCH PIERCE FENNER & SMITH INC FOR THE SOLE BENEFIT OF CUSTOMERS 4800 DEER LAKE DR EAST JACKSONVILLE FL 32246-6484	26.74	%

CLASS R5 SHARES	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2010 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	8.26	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2020 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	17.08	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2030 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	24.31	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2040 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	22.38	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT INCOME FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	6.75	%

	JPMIM AS AGENT FOR * JPMORGAN SMARTRETIREMENT 2015 FUND ATTN CLIENT SERVICES 245 PARK AVE FL 7 NEW YORK NY 10167-0002	16.70	%

SELECT CLASS SHARES	AIG RET PLAN SERVICES COMPANY FBO AIGFSB CUSTODIAN TRUSTEE FBO BAPTIST HEALTH SO FLORIDA 403B 2929 ALLEN PKWY HOUSTON TX 77019-2118	5.12	%

Part I - 92


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

	GPC AS AGENT FOR RELIANCE TRUST COMPANY FBO DEAN FOODS 401K PLAN PO BOX 79377 ATLANTA GA 30357-7377	6.42	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH AND INCOME FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	9.90	%

	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	49.19	%

	JPMIM AS AGENT FOR * JPMORGAN INVESTOR GROWTH FUND ATTN KIM CATNO/KARINA VOLVOVSKY 522 5^TH AVE NEW YORK NY 10036-7601	10.85	%

ULTRA SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	49.19	%

	JPMIM AS AGENT FOR* GREATER MILWAUKEE FOUNDATION ATTN DAWN STAPLETON 1111 POLARIS PKWY FL 3 COLUMBUS OH 43240	10.16	%

J.P. MORGAN MUTUAL FUND INVESTMENT TRUST
GROWTH ADVANTAGE FUND
CLASS A SHARES	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	7.37	%

	CHARLES SCHWAB & CO INC FBO SCHWAB CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	38.76	%

CLASS B SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	22.13	%

	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	7.66	%

Part I - 93


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	13.92	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	10.59	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	28.68	%

SELECT CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	49.19	%

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.
CLASS A SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	6.31	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	18.10	%

	NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	5.97	%

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	5.61	%

CLASS B SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	12.72	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	11.61	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	18.06	%

Part I - 94


Name of Fund/Share Class	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	CITIGROUP GLOBAL MARKETS INC. HOUSE ACCOUNT ATTN: PETER BOOTH 7^TH FLOOR 333 W 34^TH STREET NEW YORK NY 10001-2402	20.06	%

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	13.70	%

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07302-2052	5.47	%

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	25.32	%

INSTITUTIONAL CLASS SHARES	NFS LLC FBO FIIOC AGENT FBO QUALIFIED EMPLOYEE PLANS 401K FINOPS-IC FUNDS 100 MAGELLAN WAY COVINGTON KY 41015-1987	15.30	%

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	20.27	%

SELECT CLASS SHARES	EDWARD D JONES & CO ATTN MUTUAL FUND SHAREHOLDER ACCOUNTING 201 PROGRESS PKWY MARYLAND HTS MO 63043-3009	5.19	%

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	11.60	%

* The shareholder of record is a subsidiary or affiliate of JPMorgan Chase (a “JPMorgan Affiliate”). Typically, the shares are held for the benefit of underlying accounts for which the JPMorgan Affiliate may have voting or investment power. To the extent that JPMorgan Affiliates own 25% or more of a class of shares of a Fund, JPMorgan Chase may be deemed to be a “controlling person” of such shares under the 1940 Act.

The persons listed above as owning 25% or more of the outstanding shares of a Fund may be presumed to “control” (as that term is defined in the 1940 Act) such Funds. As a result, those persons would have the ability to vote a majority of the shares of the Funds on any matter requiring the approval of shareholders of such Funds.

Part I - 95

FINANCIAL STATEMENTS

The financial statements of the Trusts are incorporated by reference to this SAI. The financial statements for the fiscal year ended June 30, 2008, have been audited by PricewaterhouseCoopers, LLP, an independent registered public accounting firm to the Trusts, as indicated in its reports with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. These financial statements are available without charge upon request by calling JPMorgan Funds Services at 1-800-480-4111.

Part I - 96

JPMorgan Funds

STATEMENT OF ADDITIONAL INFORMATION
PART I

November 1, 2008

JPMORGAN TRUST I (“JPMT I”)

JPMorgan SmartRetirement Income Fund^® (the “JPMorgan SmartRetirement Income Fund”)
JPMorgan SmartRetirement 2010 Fund^SM (the “JPMorgan SmartRetirement 2010 Fund”)
JPMorgan SmartRetirement 2015 Fund^SM (the “JPMorgan SmartRetirement 2015 Fund”)
JPMorgan SmartRetirement 2020 Fund^SM (the “JPMorgan SmartRetirement 2020 Fund”)
JPMorgan SmartRetirement 2025 Fund^SM(the “JPMorgan SmartRetirement 2025 Fund”)
JPMorgan SmartRetirement 2030 Fund^SM (the “JPMorgan SmartRetirement 2030 Fund”)
JPMorgan SmartRetirement 2035 Fund^SM (the “JPMorgan SmartRetirement 2035 Fund”)
JPMorgan SmartRetirement 2040 Fund^SM (the “JPMorgan SmartRetirement 2040 Fund”)
JPMorgan SmartRetirement 2045 Fund^SM (the “JPMorgan SmartRetirement 2045 Fund”)
JPMorgan SmartRetirement 2050 Fund^SM (the “JPMorgan SmartRetirement 2050 Fund”)

(each a “Fund” and collectively, the “Funds”)

This Statement of Additional Information (“SAI”) is not a prospectus but contains additional information which should be read in conjunction with the prospectuses for the Funds, as supplemented from time to time (the “Prospectuses”). Additionally, this SAI incorporates by reference the audited financial statements dated June 30, 200 8 included in the annual shareholder reports relating to the Funds (the “Financial Statements”). The Prospectuses and the Financial Statements, including the Independent Registered Public Accounting Firm’s Reports, are available without charge upon request by contacting JPMorgan Distribution Services, Inc. (“JPMDS” or the “Distributor”), the Funds’ distributor, at 1111 Polaris Parkway, Columbus, OH 43240.

For more information about the Funds or the Financial Statements, simply write or call:

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

1-800-480-4111

SAI-SRF-1108

TABLE OF CONTENTS

PART I


GENERAL	1
The Trust and the Funds	1
Share Classes	1
Miscellaneous	1
INVESTMENT RESTRICTIONS	2
INVESTMENT PRACTICES	4
Investments in Underlying Funds	4
Direct Investments in Securities, Futures and Other Instruments	9
ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES	16
DIVERSIFICATION	16
PORTFOLIO TURNOVER	17
TRUSTEES	17
Standing Committees	17
Ownership of Securities	17
Trustee Compensation	18
INVESTMENT ADVISER	20
Investment Advisory Fees	20
PORTFOLIO MANAGERS	21
Portfolio Managers’ Other Accounts Managed	21
Portfolio Managers’ Ownership of Securities	24
ADMINISTRATOR	26
Administrator Fees	26
DISTRIBUTOR	26
Compensation Paid to JPMDS	26
Distribution Fees	27
SHAREHOLDER SERVICING	27
Shareholder Services Fees	27
BROKERAGE AND RESEARCH SERVICES	29
Brokerage Commissions	29
Broker Research	29
Securities of Regular Broker-Dealers	29
FINANCIAL INTERMEDIARY	30
Other Cash Compensation	30
Finder’s Fee Commissions	30
Finder’s Fee Paid by Adviser and Distributor	30
TAX MATTERS	30
Capital Loss Carryforwards	30
PORTFOLIO HOLDINGS DISCLOSURE	31
SHARE OWNERSHIP	31
Trustees and Officers	31
Principal Holders	31
FINANCIAL STATEMENTS	52

PLEASE SEE PART II OF THIS SAI FOR ITS TABLE OF CONTENTS

GENERAL

The Trust and the Funds

The Funds are series of JPMorgan Trust I (“JPMT I”), an open-end, management investment company formed as a statutory trust under the laws of the State of Delaware on November 12, 2004, pursuant to a Declaration of Trust dated November 5, 2004, as subsequently amended.

Share Classes

Shares in the Funds of the Trust are generally offered in multiple classes. The following chart shows the share classes offered by each of the Funds as of the date of this SAI:


Fund	Class A	Class C	Select Class	Institutional Class	Class R2

JPMorgan SmartRetirement Income Fund	X	X	X	X	X

JPMorgan SmartRetirement 2010 Fund	X	X	X	X	X

JPMorgan SmartRetirement 2015 Fund	X	X	X	X	X

JPMorgan SmartRetirement 2020 Fund	X	X	X	X	X

JPMorgan SmartRetirement 2025 Fund	X	X	X	X	X

JPMorgan SmartRetirement 2030 Fund	X	X	X	X	X

JPMorgan SmartRetirement 2035 Fund	X	X	X	X	X

JPMorgan SmartRetirement 2040 Fund	X	X	X	X	X

JPMorgan SmartRetirement 2045 Fund	X	X	X	X	X

JPMorgan SmartRetirement 2050 Fund	X	X	X	X	X

Miscellaneous

This SAI is divided into two Parts – Part I and Part II. Part I of this SAI contains information that is particular to each Fund. Part II of this SAI contains information that generally applies to the Funds and other series representing separate investment funds or portfolios of JPMT I, JPMorgan Trust II (“JPMT II”), J.P. Morgan Mutual Fund Group (“JPMMFG”), J.P. Morgan Mutual Fund Investment Trust (“JPMMFIT”), and J.P. Morgan Fleming Mutual Fund Group, Inc. (“JPMFMG”) (each a “JPMorgan Fund,” and together with the Funds, the “JPMorgan Funds”). Throughout this SAI, JPMT I, JPMT II,

Part I - 1

JPMMFG, JPMMFIT, and JPMFMG are each referred to as a “Trust” and collectively, as the “Trusts.” Each Trust’s Board of Trustees, or Board of Directors in the case of JPMFMFG, are referred to herein as the “Board of Trustees” and each trustee or director is referred to as a “Trustee.”

The Funds are advised by J.P. Morgan Investment Management Inc. (“JPMIM”). Certain other of the JPMorgan Funds are advised by JPMorgan Investment Advisors Inc. (“JPMIA”, formerly known as Banc One Investment Advisors Corporation) or Security Capital Research & Management Incorporated (“SC-R&M”), and/or sub-advised by JF International Management Inc. (“JFIMI”) or Highbridge Capital Management, LLC (“HCM”). JPMIM, JPMIA, SC-R&M, JFIMI and HCM are also referred to herein as the “Advisers” and, individually, as the “Adviser.” JFIMI and HCM are also referred to herein as the “Sub-Advisers” and, individually, as the “Sub-Adviser.”

The Funds are “funds of funds” that invest their assets in a combination of JPMorgan equity, fixed income and short-term mutual funds (the “Underlying Funds”). In addition, the Funds may invest directly in securities and other financial instruments, including derivatives such as futures and swaps, to gain exposure to or to overweight or underweight allocations among various sectors or markets. The Underlying Funds are listed in the Prospectuses.

INVESTMENT RESTRICTIONS

The following investment restrictions have been adopted by JPMT I with respect to the Funds. The investment restrictions listed below under the heading “Fundamental Investment Restrictions” are “fundamental” policies which, under the Investment Company Act of 1940, as amended (the “1940 Act”), may not be changed without the vote of a majority of the outstanding voting securities of a Fund, as such term is defined in “Additional Information” in Part II of this SAI. All other investment policies of the Funds are non-fundamental, unless otherwise designated in the Prospectuses or herein, and may be changed by the Trustees of the Funds without shareholder approval.

For purposes of fundamental investment restrictions regarding industry concentration, the Adviser may classify issuers by industry in accordance with classifications set forth in the Directory of Companies Filing Annual Reports with the U.S. Securities and Exchange Commission (“SEC”) or other sources. In the absence of such classification or if the Adviser determines in good faith based on its own information that the economic characteristics affecting a particular issuer make it more appropriate to be considered engaged in a different industry, the Adviser may classify an issuer accordingly. For instance, personal credit finance companies and business credit finance companies are deemed to be separate industries and wholly owned finance companies may be considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents.

Part I - 2

Fundamental Investment Restrictions


1.	The Funds may not underwrite the securities of other issuers except to the extent that a Fund may be deemed to be an underwriter under certain securities laws in the disposition of “restricted securities.”

2.	The Funds may not purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act, or operate as a commodity pool, in each case as interpreted or modified by regulatory authority having jurisdiction, from time to time.

3.	The Funds may not borrow money, except to the extent permitted by applicable law.

4.	The Funds may make loans to other persons in accordance with the Funds’ investment objectives and policies and to the extent permitted by applicable law.

5.	The Funds may not purchase securities of any issuer if such purchase would not be consistent with the maintenance of the Fund’s status as a diversified company under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.

6.	The Funds may not purchase the securities of any issuer if, as a result more than 25% of a Fund’s total assets would be invested in securities of one or more issuers whose principal business activities are in the same industry. This restriction does not apply to investments in other registered investment companies in the same “group of investment companies” as that term is defined in Section 12(d)(1)(G) of the 1940 Act, securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or repurchase agreements secured thereby, and futures and options transactions issued or guaranteed by the U.S. government or any of its agencies or instrumentalities.

7.	The Funds may not issue senior securities (as defined in the 1940 Act) except with respect to any permissible borrowings.

8.	The Funds may not purchase or sell real estate; however, each Fund may, to the extent consistent with its investment objective, purchase securities secured by real estate or interests therein or securities issued by companies investing in real estate or interests therein.

Non-Fundamental Investment Restrictions.

The investment restrictions described below are non-fundamental restrictions of the Funds and may be changed by the Trustees of the Funds without shareholder approval. These non-fundamental investment policies provide that the Funds:


1.	May not acquire any illiquid securities, such as repurchase agreements with more than seven days to maturity or fixed time deposits with a duration of over seven calendar days, if as a result thereof, more than 15% of the market value of the Funds’ net assets would be in investments which are illiquid.

2.	May not purchase or sell interests in oil, gas or mineral leases.

Part I - 3

INVESTMENT PRACTICES

Investments in Underlying Funds

The Funds’ investments are concentrated in the Underlying Funds. As a result, each Fund’s net asset value is impacted by the performance and risk of the Underlying Funds. The main risks associated with the Funds’ investments in the Underlying Funds are described in the Prospectuses. The following discusses some additional risks associated with the Funds and their investments in the Underlying Funds. For a complete discussion of the investments and risks of the Underlying Funds, including risks associated with the types of securities in which the Underlying Funds invest, please see the Prospectuses and SAI for each of the Underlying Funds, which may be obtained by calling 1-800-480-4111.

Potential Conflicts of Interest. Because JPMIM is the adviser to the Funds and it or one of its affiliates is adviser to the Underlying Funds, it is subject to certain potential conflicts of interest when allocating the assets of the Funds among the Underlying Funds. For more information about potential conflicts of interest, see “Potential Conflicts of Interest” in Part II of this SAI.

Credit Risk. There is risk that issuers and counterparties will not make payments on securities and repurchase agreements held by the Underlying Funds. Such default could result in losses to the Underlying Funds and to the Funds. In addition, the credit quality of securities held by an Underlying Fund may be lowered if an issuer’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security and in shares of an Underlying Fund. Lower credit quality also may affect liquidity and make it difficult for the Underlying Fund to sell the security. Although U.S. government securities issued directly by the U.S. government are guaranteed by the U.S. Treasury, other U.S. government securities issued by an agency or instrumentality of the U.S. government may not be. No assurance can be given that the U.S. government would provide financial support to its agencies or instrumentalities if not required to do so by law.

Derivatives Risk. The Underlying Funds may utilize a variety of derivative instruments for hedging or risk management purposes or as part of their leveraging or investment strategies. Derivatives include options contracts (including options on futures contracts), futures contracts, swap agreements (including credit default swaps) and short sales. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, credit risk, leveraging risk and management risk. They also involve the risk of mispricing or improper valuation, the risk of ambiguous documentation, and the risk that changes in the value of a derivative may not correlate perfectly with an underlying asset, interest rate or index. Suitable derivative transactions may not be available in all circumstances. There can be no assurance that the Underlying Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial. In addition, some of the Underlying Funds use derivatives to increase income or gain to the Underlying Funds. There is no assurance that such investments will achieve their objective and may result in losses to the Underlying Funds.

The Underlying Funds will be subject to credit risk with respect to the counterparties of the derivative contracts purchased by the Underlying Funds. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract because of financial difficulties, an Underlying Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. Such Underlying Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.

Foreign Securities and Emerging Markets. Certain of the Underlying Funds may invest in certain foreign securities. An Underlying Fund’s investments in foreign securities may be adversely affected by changes in political or social conditions, diplomatic relations, confiscatory taxation,

Part I - 4

expropriation, nationalization, limitation on the removal of funds or assets, or imposition of (or change in) exchange control or tax regulations in those foreign countries. In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result in appreciation or depreciation of portfolio securities and could favorably or unfavorably affect the Underlying Funds’ operations. Furthermore, the economies of individual foreign nations may differ from the U.S. economy, whether favorably or unfavorably, in areas such as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. It may also be more difficult to obtain and enforce a judgment against a foreign issuer. Any foreign investments made by the Underlying Funds must be made in compliance with U.S. and foreign currency restrictions and tax laws restricting the amounts and types of foreign investments.

Generally, investment in securities of foreign issuers involves somewhat different investment risks from those affecting securities of U.S. issuers. There may be limited publicly available information with respect to foreign issuers, and foreign issuers are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to domestic companies. Dividends and interest paid by foreign issuers may be subject to withholding and other foreign taxes which may decrease the net return on foreign investments as compared to dividends and interest paid to an Underlying Fund by domestic companies.

In addition, while the volume of transactions effected on foreign stock exchanges has increased in recent years, in most cases it remains appreciably below that of domestic securities exchanges. Accordingly, an Underlying Fund’s foreign investments may be less liquid and their prices may be more volatile than comparable investments in securities of U.S. companies. Moreover, the settlement periods for foreign securities, which are often longer than those for securities of U.S. issuers, may affect fund liquidity. In buying and selling securities on foreign exchanges, purchasers normally pay fixed commissions that are generally higher than the negotiated commissions charged in the United States. In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers located in foreign countries than in the United States.

Since investments in foreign securities may involve foreign currencies, the value of an Underlying Fund’s assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations, including currency blockage. Certain of the Underlying Funds may enter into forward commitments for the purchase or sale of foreign currencies in connection with the settlement of foreign securities transactions or to manage the Funds’ currency exposure related to foreign investments. Some of the Underlying Funds may use forward commitments for non-hedging purposes such as increasing income or gain to the Fund.

Certain of the Underlying Funds also invest in countries with emerging economies or securities markets. Political and economic structures in many such countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries. Certain of such countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks described above, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the values of the Underlying Funds’ investments in those countries and the availability to an Underlying Fund of additional investments in those countries. The small size and inexperience of the securities markets in certain of such countries and the limited volume of trading in securities in those countries may make the Underlying Funds’ investments in such countries illiquid and more volatile than investments in more developed countries, and an Underlying Fund may be required to establish special custodial or other arrangements before making certain investments in those countries. There may be little financial or

Part I - 5

accounting information available with respect to issuers located in certain of such countries, and it may be difficult as a result to assess the value or prospects of an investment in such issuers.

Transaction costs in emerging markets may be higher than in the United States and other developed securities markets. As legal systems in emerging markets develop, foreign investors may be adversely affected by new or amended laws and regulations or may not be able to obtain swift and equitable enforcement of existing law.

Foreign Currency Exchange Transactions. Certain of the Underlying Funds may from time to time enter into foreign currency exchange transactions. A forward foreign currency exchange contract is an obligation by the Underlying Funds to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract. Forward foreign currency exchange contracts establish an exchange rate at a future date. These contracts are derivative instruments, as their value derives from the spot exchange rates of the currencies underlying the contract. These contracts are entered into in the interbank market directly between currency traders (usually large commercial banks) and their customers. Neither spot transactions nor forward foreign currency exchange contracts eliminate fluctuations in the prices of the Funds’ securities or in foreign exchange rates, or prevent loss if the prices of these securities should decline.

Certain of the Underlying Funds may enter into foreign currency exchange transactions in an attempt to protect against changes in foreign currency exchange rates between the trade and settlement dates of specific securities transactions or anticipated securities transactions. The Underlying Funds may enter into forward foreign currency contracts to increase income and gain. The Underlying Funds may also enter into forward contracts to hedge against a change in foreign currency exchange rates that would cause a decline in the value of existing investments denominated or principally traded in a foreign currency. To do this, the Underlying Funds would enter into a forward contract to sell the foreign currency in which the investment is denominated or principally traded in exchange for U.S. dollars or in exchange for another foreign currency.

Although these transactions are intended to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they limit any potential gain that might be realized should the value of the hedged currency increase. In addition, forward contracts that convert a foreign currency into another foreign currency will cause the Underlying Funds to assume the risk of fluctuations in the value of the currency purchased against the hedged currency and the U.S. dollar. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of such securities between the date the forward contract is entered into and the date it matures. The projection of currency market movements is extremely difficult, and the successful execution of a hedging strategy is highly uncertain.

Non-Deliverable Forwards. Certain of the Underlying Funds may also invest in non-deliverable forwards (“NDFs”). Although NDFs are similar to forward foreign currency exchange contracts (which certain of the Underlying Funds are currently permitted to enter into), NDFs do not require physical delivery of the currency on the settlement date. NDFs are subject to many of the risks associated with derivatives in general and forward currency transactions including risks associated with fluctuation in foreign currency and the risk that the counterparty will fail to fulfill its obligations. The Underlying Funds will typically use NDFs for hedging purposes, but may from time-to-time, use such instruments to increase income or gain. The use of NDFs for hedging

Part I - 6

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 such Underlying Funds’ returns.

Government Securities. Some of the Underlying Funds invest in securities issued or guaranteed by the U.S. government or its agencies and instrumentalities (such as Government National Mortgage Association (“ Ginnie Mae ”) , Federal National Mortgage Association (“ Fannie Mae ”) or Federal Home Loan Mortgage Association (“ 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 or principal and interest on 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 Yield/High Risk Securities/Junk Bonds. Certain of the Underlying Funds may invest in high yield securities. High yield, high risk bonds are securities that are generally rated below investment grade by the primary rating agencies (BB+ or lower by Standard and Poor’s Corporation (“ S&P ”) and Bal or lower by Moody’s Investor Services, Inc. (“Moody’s” ). Other terms used to describe such securities include “lower rated bonds,” non-investment grade bonds,” “below investment grade bonds,” and “junk bonds.” These securities are considered to be high-risk investments. The risks include the following:


	Greater Risk of Loss. These securities are regarded as predominately speculative. There is a greater risk that issuers of lower rated securities will default than issuers of higher rated securities. Issuers of lower rated securities generally are less creditworthy and may be highly indebted, financially distressed, or bankrupt. These issuers are more vulnerable to real or perceived economic changes, political changes or adverse industry developments. In addition, high yield securities are frequently subordinated to the prior payment of senior indebtedness. If an issuer fails to pay principal or interest, a Fund would experience a decrease in income and a decline in the market value of its investments. A Fund may also incur additional expenses in seeking recovery from the issuer.

	Sensitivity to Interest Rate and Economic Changes. The income and market value of lower rated securities may fluctuate more than higher rated securities. Non-investment grade securities are more sensitive to short-term corporate, economic and market developments. During periods of economic uncertainty and change, the market price of the investments in lower-rated securities may be volatile. The default rate for high yield bonds tends to be cyclical, with defaults rising in periods of economic downturn.

	Valuation Difficulties. It is often more difficult to value lower rated securities than higher rated securities. If an issuer’s financial condition deteriorates, accurate financial and business information may be limited or unavailable. In addition, lower rated investments may be thinly traded and there may be no established secondary market. Because of the lack of market pricing and current information for investments in lower rated securities, valuation of such investments is much more dependent on judgment than is the case with higher rated securities.

	Liquidity. There may be no established secondary or public market for investments in lower rated securities. Such securities are frequently traded in markets that may be relatively less liquid than the market for higher rated securities. In addition, relatively few institutional purchasers may hold a major portion of an issue of lower rated securities at times. As a result, an Underlying Fund that invests in lower rated securities may be required to sell investments at

Part I - 7


	substantial losses or retain them indefinitely even where an issuer’s financial condition is deteriorating.

	Credit Quality. Credit quality of non-investment grade securities can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks posed by a particular high yield security.

	New Legislation. Future legislation may have a possible negative impact on the market for high yield, high risk bonds. As an example, in the late 1980’s, legislation required federally-insured savings and loan associations to divest their investments in high yield, high risk bonds. New legislation, if enacted, could have a material negative effect on an Underlying Fund’s investments in lower rated securities.

Interest Rate Risk. Some of the Underlying Funds primarily invest in bonds and other debt securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of these Underlying Funds’ 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 Underlying Funds’ 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, changes in the value of fixed income securities will not affect cash income generated, but may affect the value of your investment.

Non-Diversified. Certain of the Underlying Funds are registered as non-diversified investment companies. A Fund is considered “non-diversified” because a relatively high percentage of the Fund’s assets may be invested in the securities of a single issuer or a limited number of issuers, primarily within the same economic sector. A non-diversified Fund’s portfolio securities, therefore, may be more susceptible to any single economic, political or regulatory occurrence than the portfolio securities of a more diversified investment company.

Real Estate Investment Trusts (REITs) and Securities of Real Estate Companies. Investments by certain of the Underlying Funds will be highly concentrated in the securities of companies in industries in the real estate sector. Although these Underlying Funds do not invest in real estate directly, they are subject to investment risks that are the same as or 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. Real estate values rise and fall in response to many factors, including local, regional and national economic conditions, the demand for rental property, and interest rates. When economic growth is slowing, demand for property decreases and prices may fall. Rising interest rates, which drive up mortgage and financing costs, can affect the profitability and liquidity of properties in the real estate market. Property values may also decrease because of overbuilding, extended vacancies, increase in property taxes and operating expenses, zoning laws, environmental regulations, clean-up and/or liability for environmental hazards, uninsured casualty or condemnation losses, or a general decline in neighborhood values. 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. The performance of the real estate securities in which the Underlying Funds invest is also largely dependent on the organization, skill and capital funding of the managers and operators of the underlying real estate.

In addition to the risks facing real estate securities, the Underlying Funds’ investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volumes and may be more volatile than other securities.

Part I - 8

Short Selling Risk. Some of the Underlying Funds engage in short selling. For some of the Underlying Funds, t he main investment strategy is to invest in common stocks considered to be attractive and to short sell stocks considered to be unattractive. This strategy may fail to produce the intended results. There is no guarantee that the use of long and short positions will succeed in limiting the Underlying Fund’s exposure to domestic stock market movements, capitalization, sector-swings or other factors. The strategy used by certain of the Underlying Funds involves risks different than direct equity investments.

When an Underlying Fund shorts a security, the Underlying Fund sells a security it does not own in anticipation of a decline in the market value of the security, then must borrow the security to make delivery to the buyer. The Underlying Fund is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Underlying Fund, which may result in a loss or gain, respectively. The Underlying Fund may not always be able to borrow a security it wants to sell short. The Underlying Fund also may be unable to close out an established short position at an acceptable price, and may have to sell long positions at disadvantageous times to cover its short positions. In addition, some of the Underlying Funds may enter into short sales of instruments such as mortgage TBAs which do not involve borrowing a security. Unlike purchasing a security, where potential losses are limited to the purchase price and there is no upside limit on potential gain, short sales involve no cap on maximum losses, while gains are limited to the price of the security at the time of the short sale. The use of short sales may result in the Underlying Funds realizing more short-term capital gains and ordinary income tax rates than they would if they did not engage in such short sales.

Direct Investments in Securities, Futures, and Other Instruments

Although the Funds mainly invest in the Underlying Funds, to the extent permitted by applicable law or the exemptive relief obtained from the SEC, the Funds may also invest in securities and other financial instruments, including derivatives, to gain exposure to, or to overweight or underweight its investments among various sectors or markets..

What follows is a list of some of the securities and techniques which may be utilized by the Funds only to the extent permitted under current applicable law or exemptive relief. These strategies and techniques may also be used by the Underlying Funds as discussed in the Underlying Funds’ Prospectuses and SAIs. For a more complete discussion, see the “Investment Strategies and Policies” section in Part II of this SAI and the prospectuses and SAIs of the Underlying Funds.

Part I - 9


FUND NAME	FUND CODE

JPMorgan SmartRetirement Income Fund	1
JPMorgan SmartRetirement 2010 Fund	2
JPMorgan SmartRetirement 2015 Fund	3
JPMorgan SmartRetirement 2020 Fund	4
JPMorgan SmartRetirement 2025 Fund	5
JPMorgan SmartRetirement 2030 Fund	6
JPMorgan SmartRetirement 2035 Fund	7
JPMorgan SmartRetirement 2040 Fund	8
JPMorgan SmartRetirement 2045 Fund	9
JPMorgan SmartRetirement 2050 Fund	10


Instrument	Fund Code	Part II Section Reference

Adjustable Rate Mortgage Loans (“ARMs”): Loans in a mortgage pool which provide for a fixed initial mortgage interest rate for a specified period of time, after which the rate may be subject to periodic adjustments.	1-10	Mortgage-Related Securities

Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, and credit card receivables or other securities backed by other types of receivables or other assets.	1-10	Asset-Backed Securities

Auction Rate Securities: Auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies.	1-10	Auction Rate Securities

Bank Obligations: Bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit and time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds.	1-10	Bank Obligations

Borrowings: A Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of a Fund’s assets and may cause a Fund to liquidate portfolio positions when it would not be advantageous to do so. A Fund must maintain continuous asset coverage of 300% of the amount borrowed, with the exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative purposes.	1-10	Miscellaneous Investment Strategies and Risks

Brady Bonds: Securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings.	1-10	Foreign Investments (including Foreign Currencies)

Part I - 10


Instrument	Fund Code	Part II Section Reference

Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell, a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy a security at a specified price at a future date. The Fund will sell only covered call and secured put options.	1-10	Options and Futures Transactions

Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months.	1-10	Commercial Paper

Commodity-Linked Derivatives: Securities whose value derives from the price of a commodity, including commodity futures and commodity options.	*	Miscellaneous Investment Strategies and Risks

Common Stock: Shares of ownership of a company.	1-10	Equity Securities, Warrants and Rights

Common Stock Warrants and Rights: 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.	1-10	Equity Securities, Warrants and Rights

Convertible Securities: Bonds or preferred stock that can convert to common stock.	1-10	Convertible Securities

Corporate Debt Securities: May include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers.	1-10	Debt Instruments

Credit Default Swaps (“CDS”): A swap agreement between two parties pursuant to which one party pays the other a fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate.	1-10	Swaps and Related Swap Products

Custodial Receipts: A Fund may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts.	1-10	Custodial Receipts

Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by a Fund.	1-10	Demand Features

Part I - 11


Instrument	Fund Code	Part II Section Reference

Emerging Market Securities: Securities issued by issuers or governments in countries with emerging economies or securities markets.	1-10	Foreign Investments (including Foreign Currencies)

Exchange Traded Funds (“ETFs”): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad based, sector or international index. ETFs include a wide range of investments such as iShares, Standard & Poor’s Depositary Receipts (“SPDRs”) and NASDAQ 100’s.	1-10	Investment Company Securities and Exchange Traded Funds

Foreign Currency Transactions: Strategies used to hedge against currency risks, for other risk management purposes or to increase income or gain to a Fund. These strategies may consist of use of any of the following: options on currencies, currency futures, options on such futures, forward foreign currency transactions (including non-deliverable forwards (NDFs)), forward rate agreements and currency swaps, caps and floors. Certain Funds may engage in such transactions in both U.S. and non-U.S. markets.	1-10	Foreign Investments (including Foreign Currencies)

Foreign Investments: Equity and debt securities (e.g., bonds and commercial paper) of foreign entities and obligations of foreign branches of U.S. banks and foreign banks. Foreign securities may also include American Depositary Receipts (“ADR s ”), Global Depositary Receipts (“GDR s ”), European Depositary Receipts (“EDR s ”) and American Depositary Securities.	1-10	Foreign Investments (including Foreign Currencies)

High Yield/High Risk Securities/Junk Bonds: High yield, high risk bonds are securities that are generally rated below investment grade by the primary rating agencies or are unrated but deemed by a Fund’s adviser to be of comparable quality.	1-10	Debt Instruments

Inflation-Linked Debt Securities: Includes fixed and floating rate debt securities of varying maturities issued by the U.S. government as well as securities issued by other entities such as corporations, foreign governments and foreign issuers.	1-10	Debt Instruments

Initial Public Offerings (“IPOs”): A transaction in which a previously private company makes its first sale of stock to the public.	1-10	Equity Securities, Warrants and Rights

Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility.	1-10	Miscellaneous Investment Strategies and Risks

Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the opposite direction from the market rate of interest to which the inverse floater is indexed.	1-10	Inverse Floaters and Interest Rate Caps

Part I - 12


Instrument	Fund Code	Part II Section Reference

Investment Company Securities: Shares of other investment companies, including money market funds for which the Adviser and/or its affiliates serve as investment adviser or administrator. The Adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law.	1-10	Investment Company Securities and Exchange Traded Funds

Loan Assignments and Participations: Assignments of, or participations in, all or a portion of loans to corporations or to governments, including governments of less developed countries.	1-10	Loan Assignments and Participations

Master Limited Partnership: Limited partnerships that are publicly traded on a securities exchange.	1-10	Master Limited Partnerships

Mortgages (Directly Held): Debt instruments secured by real property.	1-10	Mortgage-Related Securities

Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans including collateralized mortgage obligations (“CMOs”), commercial mortgage-backed securities (“CMBSs”) and other asset-backed structures.	1-10	Mortgage-Related Securities

Mortgage Dollar Rolls: A transaction in which a Fund sells securities for delivery in a current month and simultaneously contracts with the same party to repurchase similar but not identical securities on a specified future date.	1-10	Mortgage-Related Securities

Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include private activity bonds and industrial development bonds, as well as general obligation notes, tax anticipation notes, bond anticipation notes, revenue anticipation notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds.	1-10	Municipal Securities

New Financial Products: New options and futures contracts and other financial products continue to be developed and a Fund may invest in such options, contracts and products.	1-10	Miscellaneous Investment Strategies and Risks

Obligations of Supranational Agencies: Obligations of supranational agencies which are chartered to promote economic development and are supported by various governments and governmental agencies.	1-10	Foreign Investments (including Foreign Currencies)

Options and Futures Transactions: A Fund may purchase and sell (a) exchange traded and over-the-counter put and call options on securities, indexes of securities and futures contracts on securities , indexes of securities , interest rate futures contracts and interest rate swaps and (b) futures contracts on securities and indexes of securities.	1-10	Options and Futures Transactions

Part I - 13


Instrument	Fund Code	Part II Section Reference

Preferred Stock: 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.	1-10	Equity Securities, Warrants and Rights

Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities.	1-10	Miscellaneous Investment Strategies and Risks

Real Estate Investment Trusts (“REITs”): Pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interest.	1-10	Real Estate Investment Trusts

Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan.	1-10	Repurchase Agreements

Reverse Repurchase Agreements: The sale of a security and the simultaneous commitment to buy the security back at an agreed upon price on an agreed upon date. This is treated as a borrowing by a Fund.	1-10	Reverse Repurchase Agreements

Securities Issued in Connection with Reorganizations and Corporate Restructurings: In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities.	1-10	Miscellaneous Investment Strategies and Risks

Securities Lending: The lending of up to 33 ¹/₃% of a Fund’s total assets. In return, the Fund will receive cash, other securities, and/or letters of credit as collateral.	*	Securities Lending

Short Selling: A Fund sells a security it does not own in anticipation of a decline in the market value of the security. To complete the transaction a, Fund must borrow the security to make delivery to the buyer. A Fund is obligated to replace the security borrowed by purchasing it subsequently at the market price at the time of replacement.	*	Short Selling

Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts (“GICs”) and Bank Investment Contracts (“BICs”).	1-10	Short-Term Funding Agreements

Sovereign Obligations: Investments in debt obligations issued or guaranteed by a foreign sovereign government or its agencies, authorities or political subdivisions.	1-10	Foreign Investments (including Foreign Currencies)

Part I - 14


Instrument	Fund Code	Part II Section Reference

Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include Interest - Only (“IO”) and Principal - Only (“PO”) securities issued outside a Real Estate Mortgage Investment Conduit (“REMIC”) or CMO structure.	1-10	Mortgage-Related Securities

Structured Investments: A security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security.	1-10	Structured Investments

Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. A Fund may enter into these transactions to manage its exposure to changing interest rates and other factors.	1-10	Swaps and Related Swap Products

Synthetic Variable Rate Instruments: Instruments that generally involve the deposit of a long-term tax exempt bond in a custody or trust arrangement and the creation of a mechanism to adjust the long-term interest rate on the bond to a variable short-term rate and a right (subject to certain conditions) on the part of the purchaser to tender it periodically to a third party at par.	1-10	Swaps and Related Swap Products

Temporary Defensive Positions: To respond to unusual circumstances a Fund may invest a portion of its total assets in cash and cash equivalents for temporary defensive purposes.	1-10	Miscellaneous Investment Strategies and Risks

Treasury Receipts: A Fund may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts (“TRs”), Treasury Investment Growth Receipts (“TIGRs”), and Certificates of Accrual on Treasury Securities (“CATS”).	1-10	Treasury Receipts

Trust Preferreds: Securities with characteristics of both subordinated debt and preferred stock. Trust preferreds are generally long term securities that make periodic fixed or variable interest payments.	1-10	Trust Preferred Securities

U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include all types of securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, including funding notes, subordinated benchmark notes, CMOs and REMICs.	1-10	Mortgage-Related Securities

Part I - 15


Instrument	Fund Code	Part II Section Reference

U.S. Government Obligations: May include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) and Coupons Under Book Entry Safekeeping (“CUBES”).	1-10	U.S. Government Obligations

Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other period and which may be payable to a Fund on demand or at the expiration of a specified term.	1-10	Debt Instruments

When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date.	1-10	When-Issued Securities, Delayed Delivery Securities and Forward Commitments

Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero - coupon debt securities which convert on a specified date to interest bearing debt securities.	1-10	Debt Instruments

* These investments and strategies are not used by the JPMorgan SmartRetirement Funds, but may be used by the Underlying Funds.

ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES

Each of the Funds uses a Composite Benchmark which is a blend of an equity benchmark, the Russell 3000 Index and a fixed income benchmark, the Lehman Brothers Aggregate Bond Index. For purposes of determining the percentage of the Composite Benchmark that should be attributed to the Russell 3000 Index and the Lehman Brothers Aggregate Bond Index, JPMIM treats U nderlying F unds that predominantly invest in equity securities, REITs, international securities and market neutral strategies as equity funds and funds that predominantly invest in fixed income securities, high yield securities and emerging market debt securities as fixed income funds. Not all of these types of securities are included in the underlying equity or fixed income benchmarks.

DIVERSIFICATION

The Funds intend to meet the diversification requirement of the 1940 Act. For a more complete discussion, see the “Diversification” section in Part II of this SAI.

Part I - 16

PORTFOLIO TURNOVER

A portfolio turnover rate is, in summary, the percentage computed by dividing the lesser of a Fund’s purchases or sales of securities (excluding short-term securities) by the average market value of the Fund. The Adviser intends to manage each Fund’s assets by buying and selling securities to help attain its investment objective. A rate of 100% indicates that the equivalent of all of a Fund’s assets have been sold and reinvested in a year. High portfolio turnover may affect the amount, timing and character of distributions, and, as a result, may increase the amount of taxes payable by shareholders. High portfolio turnover also results in higher transactions costs. To the extent that net short-term capital gains are realized by a Fund, any distributions resulting from such gains are considered ordinary income for federal income tax purposes. For a more complete discussion, see the “Distributions and Tax Matters” section in Part II of this SAI.

The table below sets forth the Funds’ portfolio turnover rates for the fiscal periods ended as indicated.


Fund	Fiscal Year Ended
	6/30/07		6/30/08
JPMorgan SmartRetirement Income Fund	38	%	38	%
JPMorgan SmartRetirement 2010 Fund	27		31
JPMorgan SmartRetirement 2015 Fund	25		26
JPMorgan SmartRetirement 2020 Fund	36		27
JPMorgan SmartRetirement 2025 Fund	N/A	*	33
JPMorgan SmartRetirement 2030 Fund	27		33
JPMorgan SmartRetirement 2035 Fund	N/A	*	51
JPMorgan SmartRetirement 2040 Fund	25		36
JPMorgan SmartRetirement 2045 Fund	N/A	*	37
JPMorgan SmartRetirement 2050 Fund	N/A	*	63


	* The Fund was launched on July 31, 2007. Therefore, there is no portfolio turnover rate for the period shown.

TRUSTEES

Standing Committees

There are four standing committees of the Board of Trustees: Audit Committee, Compliance Committee, Governance Committee and Investment Committee.

Ownership of Securities

The following table shows the dollar range of each Trustee’s beneficial ownership in the Funds as of December 31, 2007, and each Trustee’s aggregate dollar range of ownership in any Funds that the Trustee oversees in the Family of Investment Companies.

Part I - 17


Name of Trustee	Dollar Range of Equity Securities in the JPMorgan SmartRetirement Funds	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by the Trustee in Family of Investment Companies⁽¹⁾⁽²⁾
Independent Trustees
William J. Armstrong	None	Over $100,000
John F. Finn	None	Over $100,000
Dr. Matthew Goldstein	None	Over $100,000
Robert J. Higgins	None	Over $100,000
Peter C. Marshall	None	Over $100,000
Marilyn McCoy	None	Over $100,000
William G. Morton, Jr.	None	Over $100,000
Robert A. Oden, Jr.	None	Over $100,000
Fergus Reid, III	None	Over $100,000
Frederick W. Ruebeck	None	Over $100,000
James J. Schonbachler	None	Over $100,000
Dependent Trustee
Leonard M. Spalding, Jr.	None	Over $100,000

(1) A Family of Investment Companies means any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Family of Investment Companies for which the Board of Trustees currently serves includes eight registered investment companies (14 5 Funds).

(2) For Mr. Spalding, this amount includes deferred compensation balances, as of December 31, 2007, through participation in the JPMorgan Funds’ Deferred Compensation Plan for Eligible Trustees. For Ms. McCoy and Messrs. Finn, Marshall and Oden, these amounts include deferred compensation balances, as of December 31, 2007, through participation in the Deferred Compensation Plan for Trustees of One Group Mutual Funds and One Group Investment Trust, or JPMorgan Fund’s Deferred Compensation Plan for Eligible Trustees.

As of December 31, 2007, none of the independent Trustees or their immediate family members owned securities of the Adviser or JPMDS or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or JPMDS.

Trustee Compensation

Trustee aggregate compensation paid by each of the Funds and the JPMorgan Funds Complex for the calendar year ended December 31, 2007, is set forth below:

Part I - 18

Aggregate Trustee Compensation Paid by the Funds


Name of Trustee	JPMorgan SmartRetirement Income Fund			JPMorgan SmartRetirement 2010 Fund			JPMorgan SmartRetirement 2015 Fund
Independent Trustees
William J. Armstrong		$	33		$	48		$	83
Roland R. Eppley, Jr.*			25			37			65
John F. Finn			25			37			65
Dr. Matthew Goldstein			29			43			74
Robert J. Higgins			29			43			74
Peter C. Marshall			35			51			89
Marilyn McCoy			33			48			83
William G. Morton, Jr.			25			37			65
Robert A. Oden, Jr.			25			37			65
Fergus Reid, III			48			71			124
Frederick W. Ruebeck			29			43			74
James J. Schonbachler			25			37			65
Interested Trustee
Leonard M. Spalding, Jr.			33			48			83


Name of Trustee	JPMorgan SmartRetirement 2020 Fund			JPMorgan SmartRetirement 2025 Fund^(a)			JPMorgan SmartRetirement 2030 Fund
Independent Trustees
William J. Armstrong		$	129		$	^		$	104
Roland R. Eppley, Jr.*			100			^			81
John F. Finn			100			^			81
Dr. Matthew Goldstein			115			^			93
Robert J. Higgins			115			^			93
Peter C. Marshall			137			^			111
Marilyn McCoy			129			^			104
William G. Morton, Jr.			100			^			81
Robert A. Oden, Jr.			100			^			81
Fergus Reid, III			192			^			155
Frederick W. Ruebeck			115			^			93
James J. Schonbachler			100			^			81
Interested Trustee
Leonard M. Spalding, Jr.			129			^			104

Name of Trustee

JPMorgan
SmartRetirement
2035 Fund^(a)

JPMorgan
SmartRetirement
2040 Fund

JPMorgan
SmartRetirement
2045 Fund^(a)

Independent Trustees

William J. Armstrong

Roland R. Eppley, Jr.*

John F. Finn

Dr. Matthew Goldstein

Robert J. Higgins

Peter C. Marshall

Marilyn McCoy

Part I - 19

Name of Trustee

JPMorgan
SmartRetirement
2035 Fund^(a)

JPMorgan
SmartRetirement
2040 Fund

JPMorgan
SmartRetirement
2045 Fund^(a)

William G. Morton, Jr.

Robert A. Oden, Jr.

Fergus Reid, III

118

Frederick W. Ruebeck

James J. Schonbachler

Interested Trustee

Leonard M. Spalding, Jr.


Name of Trustee	JPMorgan SmartRetirement 2050 Fund^(a)			Total Compensation paid from the Fund Complex^(b)
Independent Trustees
William J. Armstrong		$	^		$ 215,417
Roland R. Eppley, Jr.*			^		167,750
John F. Finn			^		0^^
Dr. Matthew Goldstein			^		192,500
Robert J. Higgins			^		0^^^
Peter C. Marshall			^		229,167
Marilyn McCoy			^		215,417
William G. Morton, Jr.			^		167,750
Robert A. Oden, Jr.			^		117,425^^^^
Fergus Reid, III			^		320,833
Frederick W. Ruebeck			^		192,500
James J. Schonbachler			^		167,750
Interested Trustee
Leonard M. Spalding, Jr.			^		215,417

(a) The Fund was launched on July 31, 2007.

(b) A Fund Complex means two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services or (ii) have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees currently serves includes eight registered investment companies (14 5 Funds).

* Roland R. Eppley Jr. retired as an Independent Trustee of the Board of Trustees effective December 31, 2007.

^ Amount rounds to less than $1.

^^ Does not include $167,750 of Deferred Compensation.

^^^ Does not include $192,500 of Deferred Compensation.

^^^^ Does not include $50,325 of Deferred Compensation.

INVESTMENT ADVISER

Investment Advisory Fees

JPMIM does not charge an investment advisory fee for its services to the JPMorgan SmartRetirement Funds, although it and its affiliates receive investment advisory fees from the Underlying Funds.

Part I - 20

PORTFOLIO MANAGERS

Portfolio Managers’ Other Accounts Managed

The following table shows information regarding all of the other accounts managed by each portfolio manager as of June 30, 2008:


	Non-Performance Based Fee Advisory Accounts
	Registered Investment Companies				Other Pooled Investment Vehicles				Other Accounts
	Number of Accounts	Total Assets ($millions)			Number of Accounts	Total Assets ($millions)			Number of Accounts	Total Assets ($millions)

JPMorgan SmartRetirement Income Fund
Jeffrey A. Geller	11		$	969	0		$	0	0		$	0
Anne Lester	11			1,505	9			1,969	32			2,090
Patrik Jakobson	13			1,787	0			0	21			3,737
Michael Schoenhaut	10			968	1			110	0			0
JPMorgan SmartRetirement 2010 Fund
Jeffrey A. Geller	11			962	0			0	0			0
Anne Lester	11			1,499	9			1,969	32			2,090
Patrik Jakobson	13			1,781	0			0	21			3,737
Michael Schoenhaut	10			962	1			110	0			0
JPMorgan SmartRetirement 2015 Fund
Jeffrey A. Geller	11			905	0			0	0			0
Anne Lester	11			1,442	9			1,969	32			2,090
Patrik Jakobson	13			1,723	0			0	21			3,737
Michael Schoenhaut	10			904	1			110	0			0
JPMorgan SmartRetirement 2020 Fund
Jeffrey A. Geller	11			796	0			0	0			0
Anne Lester	11			1,333	9			1,969	32			2,090
Patrik Jakobson	13			1,615	0			0	21			3,737
Michael Schoenhaut	10			796	1			110	0			0
JPMorgan SmartRetirement 2025 Fund
Jeffrey A. Geller	11			1,050	0			0	0			0
Anne Lester	11			1,587	9			1,969	32			2,090
Patrik Jakobson	13			1,869	0			0	21			3,737
Michael Schoenhaut	10			1,049	1			110	0			0
JPMorgan SmartRetirement 2030 Fund
Jeffrey A. Geller	11			852	0			0	0			0
Anne Lester	11			1,388	9			1,969	32			2,090
Patrik Jakobson	13			1,670	0			0	21			3,737
Michael Schoenhaut	10			851	1			110	0			0

Part I - 21


	Non-Performance Based Fee Advisory Accounts
	Registered Investment Companies			Other Pooled Investment Vehicles			Other Accounts
	Number of Accounts	Total Assets ($millions)		Number of Accounts	Total Assets ($millions)		Number of Accounts	Total Assets ($millions)

JPMorgan SmartRetirement 2035 Fund
Jeffrey A. Geller	11		1,056	0		0	0		0
Anne Lester	11		1,592	9		1,969	32		2,090
Patrik Jakobson	13		1,874	0		0	21		3,737
Michael Schoenhaut	10		1,055	1		110	0		0
JPMorgan SmartRetirement 2040 Fund
Jeffrey A. Geller	11		914	0		0	0		0
Anne Lester	11		1,451	9		1,969	32		2,090
Patrik Jakobson	13		1,733	0		0	21		3,737
Michael Schoenhaut	10		914	1		110	0		0
JPMorgan SmartRetirement 2045 Fund
Jeffrey A. Geller	11		1,064	0		0	0		0
Anne Lester	11		1,600	9		1,969	32		2,090
Patrik Jakobson	13		1,882	0		0	21		3,737
Michael Schoenhaut	10		1,063	1		110	0		0
JPMorgan SmartRetirement 2050 Fund
Jeffrey A. Geller	11		1,066	0		0	0		0
Anne Lester	11		1,603	9		1,969	32		2,090
Patrik Jakobson	13		1,884	0		0	21		3,737
Michael Schoenhaut	10		1,065	1		110	0		0

The following table shows information on the other accounts managed by each portfolio manager that have advisory fees wholly or partly based on performance as of June 30, 2008:


	Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)

JPMorgan SmartRetirement Income Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0
JPMorgan SmartRetirement 2010 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0

Part I - 22


	Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)

Michael Schoenhaut	0	0	0	0	0	0
JPMorgan SmartRetirement 2015 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0
JPMorgan SmartRetirement 2020 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0
JPMorgan SmartRetirement 2025 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0
JPMorgan SmartRetirement 2030 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0
JPMorgan SmartRetirement 2035 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0
JPMorgan SmartRetirement 2040 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0
JPMorgan SmartRetirement 2045 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0

Part I - 23


	Performance Based Fee Advisory Accounts
	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)	Number of Accounts	Total Assets ($millions)

JPMorgan SmartRetirement 2050 Fund
Jeffrey A. Geller	0	0	0	0	0	0
Anne Lester	0	0	0	0	0	0
Patrik Jakobson	0	0	0	0	0	0
Michael Schoenhaut	0	0	0	0	0	0

Portfolio Managers’ Ownership of Securities

The following table indicates for each Fund the dollar range of securities of each Fund beneficially owned by each portfolio manager as of June 30, 2008:

Aggregate Dollar Range of Securities in the Fund

Fund

None

$1 -
$10,000

$10,001-
$50,000

$50,001-
$100,000

$100,001-
$500,000

$500,001-
$1,000,000

Over
$1,000,000

JPMorgan SmartRetirement Income Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

JPMorgan SmartRetirement 2010 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

JPMorgan SmartRetirement 2015 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

JPMorgan SmartRetirement 2020 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

Part I - 24

Aggregate Dollar Range of Securities in the Fund

Fund

None

$1 -
$10,000

$10,001-
$50,000

$50,001-
$100,000

$100,001-
$500,000

$500,001-
$1,000,000

Over
$1,000,000

JPMorgan SmartRetirement 2025 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

JPMorgan SmartRetirement 2030 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

JPMorgan SmartRetirement 2035 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

JPMorgan SmartRetirement 2040 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

JPMorgan SmartRetirement 2045 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

JPMorgan SmartRetirement 2050 Fund

Jeffrey A. Geller

Anne Lester

Patrik Jakobson

Michael Schoenhaut

For a more complete discussion, see the “Portfolio Manager Compensation” section in Part II of this SAI.

Part I - 25

ADMINISTRATOR

Administrator Fees

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 & Co.

DISTRIBUTOR

Compensation Paid to JPMDS

The following table describes the compensation paid to the principal underwriter, JPMDS, for the fiscal year ended June 30, 2008 (amounts have been rounded up to the whole dollar):


Fund	Net Underwriting Discounts and Commissions			Compensation on Redemptions and Repurchases			Brokerage Commissions				Other Compensation
JPMorgan SmartRetirement Income Fund		$	1,102		$	816		$	—			$	5,529
JPMorgan SmartRetirement 2010 Fund			2,501			221			—				10,581
JPMorgan SmartRetirement 2015 Fund			1,647			316			—				14,393
JPMorgan SmartRetirement 2020 Fund			3,426			21			—				21,176
JPMorgan SmartRetirement 2025 Fund			89			—			—				3,137
JPMorgan SmartRetirement 2030 Fund			1,995			1			156				17,946
JPMorgan SmartRetirement 2035 Fund			1,085			—			95				1,433
JPMorgan SmartRetirement 2040 Fund			1,540			60			(166	)			18,132
JPMorgan SmartRetirement 2045 Fund			84			6			179				551
JPMorgan SmartRetirement 2050 Fund			336			—			101				294


(a)	The amount is less than $0.50.

The aggregate amount of underwriting commissions retained by JPMDS from the JPMorgan SmartRetirement Funds for the fiscal period ended June 30, 2008 was $ 13,804 . For a more complete discussion, see the “Distributor” section in Part II of this SAI.

Part I - 26

Distribution Fees

The table below sets forth the Rule 12b-1 fees that the Funds paid to or that were accrued by JPMDS (waived amounts are in parentheses) with respect to the fiscal period indicated:


	Fiscal Year Ended June 30, 2006						Fiscal Year Ended June 30, 2007						Fiscal Year Ended June 30, 2008
Fund	Paid				Waived		Paid				Waived		Paid			Waived
JPMorgan SmartRetirement Income Fund		$	31		—			$	410		—			$	5,529	—
JPMorgan SmartRetirement 2010 Fund			31		—				2,497		—				10,581	—
JPMorgan SmartRetirement 2015 Fund			31		—				3,697		—				14,393	—
JPMorgan SmartRetirement 2020 Fund			35		—				2,172		—				21,176	—
JPMorgan SmartRetirement 2025 Fund			N/A	*	N/A	*			N/A	*	N/A	*			3,137	—
JPMorgan SmartRetirement 2030 Fund			31		—				3,130		—				17,946	—
JPMorgan SmartRetirement 2035 Fund			N/A	*	N/A	*			N/A	*	N/A	*			1,434	—
JPMorgan SmartRetirement 2040 Fund			31		—				1,044		—				18,133	—
JPMorgan SmartRetirement 2045 Fund			N/A	*	N/A	*			N/A	*	N/A	*			551	—
JPMorgan SmartRetirement 2050 Fund			N/A	*	N/A	*			N/A	*	N/A	*			294	—


*	The Fund was launched on July 31, 2007. Therefore, the Fund has not paid any 12b-1 fees for the period shown.

For a more complete discussion, see the “Distribution Plan” section in Part II of this SAI.

SHAREHOLDER SERVICING

Shareholder Services Fees

Under the Shareholder Servicing Agreement, each Fund has agreed to pay JPMDS, for providing Shareholder Services and Other Related Services, a fee at the following annual rates (expressed as a percentage of the average daily net asset value (“NAV”) of Fund shares owned by or for shareholders):


Select Class, Class A, Class C and Class R2	0.25%
Institutional Class	0.10%

The table below sets forth the fees paid or accrued to JPMDS (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated.


	Fiscal Year Ended June 30, 2006								Fiscal Year Ended June 30, 2007								Fiscal Year Ended June 30, 2008

Fund	Paid				Waived				Paid				Waived				Paid				Waived
JPMorgan SmartRetirement Income Fund
Class A Shares		$	5			$	(3	)		$	82			$	(54	)		$	1,735			$	(1,154	)
Class C Shares			5				(3	)			55				(36	)			529				(351	)
Class R2 Shares			N/A	*			N/A	*			N/A	*			N/A	*			N/A	*			N/A	*
Select Class Shares			19				(12	)			2,595				(1,732	)			11,106				(7,365	)
Institutional Class Shares			—				(13	)			—				(12,210	)			461				(76,271	)

Part I - 27


	Fiscal Year Ended June 30, 2006				Fiscal Year Ended June 30, 2007				Fiscal Year Ended June 30, 2008

Fund	Paid		Waived		Paid		Waived		Paid		Waived
JPMorgan SmartRetirement 2010 Fund
Class A Shares	5		(3	)	1,354		(902	)	6,132		(4,063	)
Class C Shares	5		(3	)	48		(32	)	77		(52	)
Class R2 Shares	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*
Select Class Shares	18		(13	)	6,911		(4,608	)	32,012		(21,261	)
Institutional Class Shares	—		(131	)	—		(29,570	)	256		(66,040	)
JPMorgan SmartRetirement 2015 Fund
Class A Shares	5		(3	)	2,095		(1,369	)	8,501		(5,326	)
Class C Shares	5		(3	)	47		(31	)	115		(73	)
Class R2 Shares	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*
Select Class Shares	18		(13	)	7,067		(4,621	)	28,314		(17,899	)
Institutional Class Shares	—		(198	)	499		(55,146	)	4,915		(119,030	)
JPMorgan SmartRetirement 2020 Fund
Class A Shares	6		(4	)	909		(538	)	11,426		(7,130	)
Class C Shares	4		(4	)	151		(91	)	545		(328	)
Class R2 Shares	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*
Select Class Shares	19		(12	)	12,600		(7,533	)	66,719		(41,581	)
Institutional Class Shares	—		(596	)	5,119		(88,270	)	11,473		(173,413	)
JPMorgan SmartRetirement 2025 Fund
Class A Shares	N/A	**	N/A	**	N/A	**	N/A	**	1,995		(654	)
Class C Shares	N/A	**	N/A	**	N/A	**	N/A	**	120		(43	)
Class R2 Shares	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*
Select Class Shares	N/A	**	N/A	**	N/A	**	N/A	**	1,318		(451	)
Institutional Class Shares	N/A	**	N/A	**	N/A	**	N/A	**	1,533		(2,811	)
JPMorgan SmartRetirement 2030 Fund
Class A Shares	5		(3	)	1,766		(977	)	10,436		(6,157	)
Class C Shares	5		(3	)	83		(46	)	283		(168	)
Class R2 Shares	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*
Select Class Shares	18		(12	)	6,688		(3,709	)	40,374		(24,612	)
Institutional Class Shares	—		(683	)	8,712		(73,143	)	14,069		(141,354	)
JPMorgan SmartRetirement 2035 Fund
Class A Shares	N/A	**	N/A	**	N/A	**	N/A	**	837		(276	)
Class C Shares	N/A	**	N/A	**	N/A	**	N/A	**	78		(29	)
Class R2 Shares	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*
Select Class Shares	N/A	**	N/A	**	N/A	**	N/A	**	1,014		(348	)
Institutional Class Shares	N/A	**	N/A	**	N/A	**	N/A	**	1,272		(2,499	)
JPMorgan SmartRetirement 2040 Fund
Class A Shares	5		(3	)	500		(307	)	10,206		(6,227	)
Class C Shares	5		(3	)	49		(30	)	353		(214	)
Class R2 Shares	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*	N/A	*

Part I - 28

Fiscal Year Ended
June 30, 2006

Fiscal Year Ended
June 30, 2007

Fiscal Year Ended
June 30, 2008

Fund

Paid

Waived

Paid

Waived

Paid

Waived

Select Class Shares

(12

)

2,400

(1,473

)

18,648

(11,493

)

Institutional Class Shares

—

(732

)

4,138

(64,124

)

8,909

(108,170

)

JPMorgan SmartRetirement 2045 Fund

Class A Shares

N/A

207

(123

)

Class C Shares

N/A

(28

)

Class R2 Shares

N/A

Select Class Shares

N/A

323

(194

)

Institutional Class Shares

N/A

128

(887

)

JPMorgan SmartRetirement 2050 Fund

Class A Shares

N/A

(44

)

Class C Shares

N/A

(24

)

Class R2 Shares

N/A

Select Class Shares

N/A

342

(229

)

Institutional Class Shares

N/A

—

(551

)


*	Class R2 Shares have not launched as of the date of this SAI. Therefore, the Fund has not paid any shareholder servicing fees for the period shown.

**	The Fund was launched on July 31, 2007. Therefore, the Fund has not paid any shareholder servicing fees for the period shown..

For a more complete discussion, see the “Shareholder Servicing” section in Part II of this SAI.

BROKERAGE AND RESEARCH SERVICES

Brokerage Commissions

T he Funds did not pay any brokerage commissions for the fiscal year ended June 30, 2008 .

Broker Research

The JPMorgan SmartRetirement Funds do not presently allocate any brokerage commissions to brokers for broker research.

Securities of Regular Broker-Dealers

The Funds did not own securities of their regular broker-dealers for the fiscal period ended June 30, 2008 .

Part I - 29

FINANCIAL INTERMEDIARY

Other Cash Compensation

During the fiscal year ended June 30, 2008, JPMIM, JPMIA, and SC-R&M paid approximately $ 83,774,746 , $ 32,017,982 and $ 300,982 , respectively for all of the JPMorgan Funds pursuant to their other cash compensation arrangements. For a more complete discussion, see the “Additional Compensation to Financial Intermediaries” section in Part II of this SAI.

Finder’s Fee Commissions

Finder’s Fee. Financial Intermediaries who sell $1 million or more of Class A Shares in the aggregate of the JPMorgan Equity Funds, the JPMorgan Specialty Funds, the JPMorgan International Funds, the JPMorgan Investor Funds, the JPMorgan SmartRetirement Funds, and the JPMorgan Fixed Income Funds (collectively “Qualifying Funds”) may receive a finder’s fee.

Financial Intermediaries who sell over $1 million of Class A Shares of the JPMorgan SmartRetirement Funds may receive a finder’s fee. Such fees are paid in accordance with the following schedule:


	Amount of Purchases	Finder’s Fees*

	$1,000,000 – $3,999,999**	1.00%
	$4,000,000 – $9,999,999	0.75%
	$10,000,000 – $49,999,999	0.50%
	$50,000,000 or more	0.25%

	* If any defined contributions plan redeems within 12 months of the purchase date all of the shares for which a finder’s fee has been paid, JPMDS may reclaim the finder’s fee paid to the Financial Intermediary rather than charge a CDSC to the plan. JPMDS reserves the right to alter or change the finder’s fee policy on these plans at any time at its own discretion.

	** If the total sale of Class A Shares of Qualifying Funds is $1,000,000 or more but the amount of the sale applicable to a JPMorgan SmartRetirement Fund is less than $1,000,000, the Financial Intermediary will receive a Finder’s Fee equal to 1.00% of the sale of the Class A Shares of a JPMorgan SmartRetirement Fund. The Finder’s Fee Schedule for sales of the other Qualifying Funds can be found in the Statement of Additional Information for such Qualifying Funds.

Finder’s Fees Paid By Adviser and Distributor

For the fiscal year ended June 30, 2008, the Advisers and JPMDS paid approximately $ 4,223,176 in finder’s fees for all JPMorgan Funds. For a more complete discussion, see “Cash Compensation to Financial Intermediaries” section in Part II of this SAI.

TAX MATTERS

Capital Loss Carryforwards

There were no capital loss carryforwards for the Funds for the fiscal period ended June 30, 2008. For a more complete discussion, see the “Distributions and Tax Matters” section in Part II of this SAI.

Part I - 30

PORTFOLIO HOLDINGS DISCLOSURE


Standard & Poor’s	Monthly	30 days after month end
MorningStar Inc.	Monthly	30 days after month end
Lipper, Inc.	Monthly	30 days after month end
Thomson Financial	Monthly	30 days after month end
Bloomberg LP	Monthly	30 days after month end
Vickers Stock Research	Monthly	30 days after month end
JPMorgan Private Bank/JPMorgan Private Client Services	Monthly	10 days after month end
Chase Investment Services Corp	Monthly	10 days after month end

For a more complete discussion, see the “Portfolio Holdings Disclosure” section in Part II of the SAI.

SHARE OWNERSHIP

Trustees and Officers. As of September 30, 2008, the officers and Trustees, as a group, owned less than 1% of the shares of any class of each Fund.

Principal Holders. As of September 30, 2008, the following persons owned of record, or were known by the Trusts to own beneficially, 5% or more of the outstanding shares of any class of the Funds included in this SAI:


Name of Fund	Name and Address of Shareholder	Percentage Held

JPMORGAN SMARTRETIREMENT 2010 FUND

CLASS A SHARES	GPC SECURITIES INC AGENT FOR* JP MORGAN CHASE BANK FBO GLENMARK INDUSTRIES INC EMPLOYEE PSP PO BOX 105117 ATLANTA GA 30348-5117	7.19

	GPC SECURITIES INC AGENT SIMPLE* JP MORGAN CHASE BANK FBO ARIZONA CHEMICAL COMPANY PO BOX 105117 ATLANTA GA 30348-5117	10.86

	GPC SECURITIES INC AGENT FOR* JP MORGAN CHASE BANK FBO KEATING OF CHICAGO INC EMPLOYEES RET TRUST PO BOX 105117 ATLANTA GA 30348-5117	5.24

	JPMORGAN CHASE BANK AS TRUSTEE* FBO FOREMOST FARMS USA 401K SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.95

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	27.13

Part I - 31


Name of Fund	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF ALEKSANDRA ZAWOJSKA 30 E RUSSELL ST CLIFTON NJ 07011-2006	5 .55

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF ROBERT S VANARSDAL 870 BARRELL RD ALVIN TX 77511-8549	53.04

	UBS FINANCIAL SERVICES INC FBO COIN METER COMPANY ERISA 401K FBO LARRY LEWIS 10630 SW BARBUR BLVD PORTLAND OR 97219-6856	20.55

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	14.04

Part I - 32


Name of Fund	Name and Address of Shareholder	Percentage Held

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE AS TRUSTEE* FBO BLACK & VEATCH RETIREMENT SAVINGS PLAN C/O JPMORGAN RET PLAN SERVICES 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.19

	JPMORGAN CHASE BANK TTEE* FBO CAMBRIDGE INFORMATION GROUP 401K RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.66

	JPMORGAN CHASE BANK AS TRUSTEE FBO* CLARIAN HEALTH PARTNERS DC PLAN JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	15.72

	JPMORGAN CHASE BANK CUST* FBO IOWA HEALTH SYSTEM SECTION 401K JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	12.62

	JP MORGAN CHASE CUST FBO CARTER* MACHINERY CO INC EMPLOYEES RETIREMENT & SAVINGS PLAN ATTN: REPORT MGMT TEAM 9200 WARD PKWY KANSAS CITY MO 64114-3376	6.74

	JPMORGAN RETIREMENT PLAN SERVICES* JPMORGAN CHASE AS TTEE FBP SYPRIS RETIREMENT SAVINGS PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.41

Part I - 33


Name of Fund	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE MIDMICHIGAN HEALTH 403(B) AS NOMINEE FOR THE TTEE MIDLAND MI 48670-0001	8.76

	WACHOVIA BANK FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-0001	39.79

	JPMORGAN CHASE AS TRUSTEE* FBO ASTEC INDUSTRIES INC 401(K) RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	16.06

	JPMORGAN CHASE BANK AS TTEE* FBO HIP STAFF EMPLOYEES 401K PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.05

Part I - 34


Name of Fund	Name and Address of Shareholder	Percentage Held

JPMORGAN SMARTRETIREMENT 2015 FUND

CLASS A SHARES	GPC SECURITIES INC AGENT FOR* JP MORGAN CHASE BANK FBO LEMAN U S A INC PS 401K PLAN PO BOX 105117 ATLANTA GA 30348-5117	5.70

	GPC SECURITIES INC AGENT SIMPLE* JP MORGAN CHASE BANK FBO ARIZONA CHEMICAL COMPANY PO BOX 105117 ATLANTA GA 30348-5117	8.92

	CHARLES SCHWAB & CO INC SPECIAL CUSTOD ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	9.03

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO TS TECK INDUSTRIES INC 401K SAVINGS PLAN PO BOX 105117 ATLANTA GA 30348-5117	12.85

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO ENERCON ENGINEERING INC 401K PSP PO BOX 105117 ATLANTA GA 30348-5117	5.09

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO NORTH COUNTRY MOBILE HOMES INC PSP PO BOX 105117 ATLANTA GA 30348-5117	6.30

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	14.33

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K PLAN & TRUST FOR UNION MEMBERS JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.38

Part I - 35


Name of Fund	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	LPL FINANCIAL SERVICES 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968	13.14

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	30.08

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF MELANIE TURINO 126 REILLY RD LAGRANGEVILLE NY 12540-6113	9.96

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD IRA R/O CUS IRA OF WILMER GALVEZ 987 E 23^RD ST APT 1 PATERSON NJ 07513-1519	5.91

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	5.07

	UBS FINANCIAL SERIVCES INC FBO COIN METER COMPANY ERISA 401K FBO DARLENE MARSDEN 10630 SW BARBUR BLVD PORTLAND OR 97219-6856	8.37

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF LAWRENCE A GILL 3282 NE STANTON ST PORTLAND OR 97212-3642	20.60

	JPMORGAN CHASE BANK AS TRUSTEE FBO* CLARIAN HEALTH PARTNERS DC PLAN JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	26.58

	JPMORGAN CHASE BANK CUST* FBO IOWA HEALTH SYSTEM SECTION 401K JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	11.71

	JP MORGAN CHASE CUST FBO CARTER* MACHINERY CO INC EMPLOYEES RETIREMENT & SAVINGS PLAN ATTN REPORT MGMT TEAM 9200 WARD PKWY KANSAS CITY MO 64114-3376	6.67

Part I - 36


Name of Fund	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	AST CAPITAL TRUST COMPANY TTEE* FBO M-D BUILDING PRODUCTS INC 401K PLAN C/0 JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	9.97

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO NERCON ENGINEERING & MFG INC RET PLAN PO BOX 105117 ATLANTA GA 30348-5117	11.96

	JPMORGAN CHASE AS TRUSTEE* FBO ASTEC INDUSTRIES INC 401(K) RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	24.39

	JPMORGAN CHASE BANK AS TTEE* FBO HIP STAFF EMPLOYEES 401K PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	9.85

JPMORGAN SMARTRETIREMENT 2020 FUND
CLASS A SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	5.53

	GPC SECURITIES INC AGENT FOR * JPMORGAN CHASE BANK FBO TS TECK INDUSTRIES INC 401K SAVINGS PLAN PO BOX 105117 ATLANTA GA 30348-5117	18.88

	GPC SECURITIES INC AGENT SIMPLE* JP MORGAN CHASE BANK FBO ARIZONA CHEMICAL COMPANY PO BOX 105117 ATLANTA GA 30348-5117	13.12

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.58

Part I - 37


Name of Fund	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	21.23

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF THOMAS E GILLESPIE 415 E FRANCIS ST CORONA CA 92879-2417	14.10

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	9.92

	UBS FINANCIAL SERVICES INC FBO COIN METER COMPANY ERISA 401K FBO PAUL KOSKI 10630 SW BARBUR BLVD PORTLAND OR 97219-6856	5.13

	UBS FINANCIAL SERVICES INC FBO COIN METER COMPANY ERISA 401K FBO RON KATTERMAN 10630 SW BARBUR BLVD PORTLAND OR 97219-6856	8.00

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF JO L PRESTON ALEX 25827 W HILLTOP DR INGLESIDE IL 60041-8919	8.84

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE BANK AS TRUSTEE* FBO SOUTHERN UNION SAVINGS PLAN C/O JPMORGAN RTS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	8.57

	JPMORGAN CHASE BANK AS TRUSTEE FBO* CLARIAN HEALTH PARTNERS DC PLAN JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	19.63

	JPMORGAN CHASE BANK CUST* FBO IOWA HEALTH SYSTEM SECTION 401K JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	19.70

Part I - 38


Name of Fund	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE MIDMICHIGAN HEALTH 403(B) MIDLAND MI 48670-0001	12.90

	WACHOVIA BANK FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-0001	28.66

	JPMORGAN CHASE AS TRUSTEE* FBO ASTEC INDUSTRIES INC 401(K) RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	13.81

JPMORGAN SMARTRETIREMENT 2025 FUND

CLASS A SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	12.59

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO 1888 MILLS LLC 401K PLAN PO BOX 105117 ATLANTA GA 30348-5117	9.78

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	40.58

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K PLAN & TRUST FOR UNION MEMBERS JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	15.17

Part I - 39


Name of Fund	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	NFS LLC FBO* JPMORGAN CHASE BANK TRAD IRA R/O CUS IRA OF DEBRA BULLOCK 8489 TR 79 MILLERSBURG OH 44654	47.06

	NFS LLC FBO NFS/FMTC IRA R/O FBO SARAH C JAMISON JETER 43 W 26^TH AVE SPOKANE WA 99203-1817	5.41

	RAYMOND JAMES & ASSOC INC FBO DAVID HIGHT & ANDREA HIGHT JT/WROS 1181 PRESERVATION LN BOCA RATON FL 33498-6231	35.04

	UBS FINANCIAL SERVICES INC FBO COIN METER COMPANY ERISA 401K FBO SAVERIO CARTULARO 10630 SW BARBUR BLVD PORTLAND OR 97219-6856	5.16

	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	5.52

Part I - 40


Name of Fund	Name and Address of Shareholder	Percentage Held

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE AS TTEE* FBO ASTELLAS US RETIREMENT AND SAVINGS PLAN C.O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	49.85

	JPMORGAN CHASE AS TTEE* FBO COOK COMPOSITES & POLYMERS CO CAPITAL ACCUMULATION PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.01

	JPMORGAN RETIREMENT PLAN SERVICES* FBO COMSYS 401K 9300 WARD PKWY KANSAS CITY MO 64114-3317	16.49

	SAXON & CO FBO PO BOX 7780-1888 PHILADELPHIA PA 19182-0001	10.40

	JPMORGAN CHASE TTEE* FBO INCISIVE MEDIA 401K PLAN C/O JPMORGAN RETIREMENT PLAN SVCX 9300 WARD PKWY KANSAS CITY MO 64114-3317	8.54

Part I - 41


Name of Fund	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	AST CAPITAL TRUST COMPANY TTEE* FBO M-D BLUILDING PRODUCTS INC 401K PLAN C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	43.11

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO BUNN-O-MATIC CORP 401K SAVINGS PLAN & TRUST PO BOX 105117 ATLANTA GA 30348-5117	11.52

	JPMORGAN CHASE BANK TR* HARRIS PUBLICATIONS INC 401K PROFIT SHARING PLAN AMERICAN CENTURY SERVICES INC ATTN: RPS MGMT RPTG PO BOX 419784 KANSAS CITY MO 64141-6784	5.89

	JPMORGAN CHASE BANK TTEE* FBO EDISON ELECTRIC INSTITUTE NONQUALIFIED PLANS 9300 WARD PKWY KANSAS CITY MO 64114-3317	10.60

	JPMORGAN CHASE BANK TTEE* JPMORGAN RETIREMENT PLAN SERVICES BROCK MCVEY COMPANY PSP & 401K 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.51

	JPMORGAN TRUST CO NA* FBO CLIENT ATTN: FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2105	11.73

JPMORGAN SMARTRETIREMENT 2030 FUND

CLASS A SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	9.29

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK ONE CORPORATION FBO TS TECK INDUSTRIES INC 401K SAVINGS PLAN PO BOX 105117 ATLANTA GA 30348-5117	31.81

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO S E L INC 401K RET PLAN PO BOX 105117 ATLANTA GA 30348-5117	8.34

	GPC SECURITIES INC AGENT SIMPLE* JPMORGAN CHASE BANK FBO ARIZONA CHEMICAL COMPANY PO BOX 105117 ATLANTA GA 30348-5117	12.14

Part I - 42


Name of Fund	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	ASMITA B GAMI BHARAT M GAMI JT WROS 512 HUDSON AVE WEEHAWKEN NJ 07086-5716	6.47

	LPL FINANCIAL SERVICES 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968	5.90

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	10.51

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	7.60

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF JAMES M WHEALAN 9402 SARATOGA CT HICKORY HILLS IL 60457-6500	15.63

	UBS FINANCIAL SERVICES INC FBO COIN METER COMPANY ERISA 401K FBO DAVID HEDGECOCK 10630 SW BARBUR BLVD PORTLAND OR 97219-6856	7.59

	CHARLES SCHWAB & CO ING SPECIAL CUSTODY ACCOUNT FBO CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERT ST SAN FRANCISCO CA 94104-4151	39.81

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE BANK AS TRUSTEE FBO* CLARIAN HEALTH PARTNERS DC PLAN JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	18.91

	JPMORGAN CHASE BANK CUST* FBO IOWA HEALTH SYSTEM SECTION 401K JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	27.79

	JPMORGAN CHASE AS TTEE* FBO ASTELLAS US RETIREMENT AND SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.13

Part I - 43


Name of Fund	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	WACHOVIA BANK FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-0001	21.93

	PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE MIDMICHIGAN HEALTH 403B MIDLAND MI 48670-0001	15.56

	JPMORGAN CHASE AS TRUSTEE* FBO ASTEC INDUSTRIES INC 401(K) RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	13.10

JPMORGAN SMARTRETIREMENT 2035 FUND

CLASS A SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	46.10

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K PLAN & TRUST FOR UNION MEMBERS JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.65

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF JAY W GASSER 4101 FOXWOOD CT JAMESVILLE WI 53546-8887	7.28

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	27.53

Part I - 44


Name of Fund	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	NFS LLC FBO* JPMORGAN CHASE BANK N A CU IRA R/O FBO CHRISTINE L BRICKETT 196 RABBIT RUN WELLS ME 04090	94.80

	UBS FINANCIAL SERVICES INC FBO COIN METER COMPANY ERISA 401K FBO ERIC ARBAK 10630 SW BARBUR BLVD PORTLAND OR 97219-6856	5.20

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE TTEE* FBO INCISIVE MEDIA 401K PLAN C/O JPMORGAN RETIREMENT PLAN SVCS 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.32

	JPMORGAN RETIREMENT PLAN SERVICES* FBO COMSYS 401K 9300 WARD PKWY KANSAS CITY MO 64114-3317	27.29

	JPMORGAN CHASE AS TTEE* FBO ASTELLAS US RETIREMENT AND SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	59.66

SELECT CLASS SHARES	AST CAPITAL TRUST COMPANY TTEE* FBO M-D BUILDING PRODUCTS INC 401K PLAN C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	40.69

	GPC SECURITIES INC AGENT FOR * JPMORGAN CHASE BANK FBO BUNN-O-MATIC CORP 401K SAVINGS PLAN & TRUST PO BOX 105117 ATLANTA GA 30348-5117	26.78

	GPC SECURITIES INC AGENT FOR * JPMORGAN CHASE BANK FBO BUNN-O-MATIC CORP RET PLAN INVESTMENT PO BOX 105117 ATLANTA GA 30348-5117	5.46

	JPMORGAN CHASE BANK TTEE* FBO EDISON ELECTRIC INSTITUTE NONQUALIFIED PLANS 9300 WARD PKWY KANSAS CITY MO 64114-3317	8.90

	JPMORGAN RETIREMENT PLAN SERVICES* FBO PMORGAN CHASE AS TTEE FOR AMERICAN EXPRESS INCENTIVES RET SAVINGS PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.34

	JPMORGAN CHASE BANK TR* HARRIS PUBLICATIONS INC 401K PSP AMERICAN CENURY SERVICES INC ATTN: RPS MGMT RPTG PO BOX 419784 KANSAS CITY MO 64141-6784	7.28

Part I - 43


Name of Fund	Name and Address of Shareholder	Percentage Held

JPMORGAN SMARTRETIREMENT 2040 FUND

CLASS A SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	6.42

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO TS TECK INDUSTRIES INC 401K SAVINGS PLAN PO BOX 105117 ATLANTA GA 30348-5117	49.86

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO EDEN STONE CO INC EMPLOYEE RET PLAN SAVINGS PO BOX 105117 ATLANTA GA 30348-5117	10.57

CLASS C SHARES	MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN: FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484	9.24

	MORGAN STANLEY & CO HARBORSIDE FINANCIAL CENTER PLAZA TWO FL 3 JERSEY CITY NJ 07311	25.30

	PERSHING LLC PO BOX 2052 JERSEY CITY NJ 07303-2052	8.35

	SOUTHWEST SECURITIES INC FBO OZER ALGAN SOUTHWEST SECURITIES INC IRA R/O CUST PO BOX 509002 DALLAS TX 75250-9002	39.56

Part I - 44


Name of Fund	Name and Address of Shareholder	Percentage Held

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE BANK AS TRUSTEE FBO* CLARIAN HEALTH PARTNERS DC PLAN JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	18. 13

	JPMORGAN CHASE BANK CUST* FBO IOWA HEALTH SYSTEM SECTION 401K JPMRPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	38.89

SELECT CLASS SHARES	JPMORGAN CHASE BANK AS TTEE* FBO STEEL TECHNOLOGIES INC RETIREMENT SAVINGS PLAN C/O JPMORGAN RPS MGMT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	5.25

	JPMORGAN CHASE AS TRUSTEE* FBO ASTEC INDUSTRIES INC 401(K) RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	13.76

	JPMORGAN CHASE BANK TTEE* FBO VANGENT RETIREMENT PLAN C/O JPMORGAN RET PLAN SERVICES JPMRPS MGT RPTG TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	9.58

	PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE MIDMICHIGAN HEALTH 403B MIDLAND MI 48670-0001	20.16

	PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE MIDMICHIGAN HEALTH FROZEN MIDLAND MI 48670-0001	5.69

	WACHOVIA BANK FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-0001	12.88

Part I - 45


Name of Fund	Name and Address of Shareholder	Percentage Held

JPMORGAN SMARTRETIREMENT 2045 FUND

CLASS A SHARES	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	37.53

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	12.38

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K PLAN & TRUST FOR UNION MEMBERS JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.64

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD IRA R/O CUS IRA OF SANDRA NORTH 225 W CLEARWATER RD LINDENHURST NY 11757-6456	6.38

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO MIKE RAISOR DEALERSHIP 401K PLAN PO BOX 105117 ATLANTA GA 30348-5117	9.49

CLASS C SHARES	JPMORGAN INVESTMENT MGT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	83.44

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD IRA R/O CUS IRA OF GRACE COSENTINO 6204 23^RD AVE BROOKLYN NY 11204-3303	16.56

Part I - 46


Name of Fund	Name and Address of Shareholder	Percentage Held

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE AS TTEE* FBO ASTELLAS US RETIREMENT AND SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	68.44

	JPMORGAN CHASE AS TTEE* FBO IOWA HEALTH SYSTEM SECTION 401K RETIREMENT SAVINGS PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.70

	JPMORGAN CHASE AS TTEE* FBO INCISIVE MEDIA 401K PLAN C/O JPMORGAN RETIREMENT PLAN SVCS 9300 WARD PKWY KANSAS CITY MO 64114-3317	9.81

	JPMORGAN RETIREMENT PLAN SERVICES* FBO COMSYS 401K 9300 WARD PKWY KANSAS CITY MO 64114-3317	11.64

SELECT CLASS SHARES	AST CAPITAQL TRUST COMPANY TTEE* FBO M-D BUILDING PRODUCTS INC 401K PLAN C/O JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	12.41

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO BUNN-O-MATIC CORP 401K SAVINGS PLAN & TRUST PO BOX 105117 ATLANTA GA 30348-5117	46.15

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO BUNN-O-MATIC CORP RET PLAN INVESTMENT PO BOX 105117 ATLANTA GA 30348-5117	6.51

	JPMORGAN INVESTMENT MGT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	17.91

	JPMORGAN CHASE BANK TTEE* FBO EDISON ELECTRIC INSTITUTE NONQUALIFIED PLANS 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.54

Part I - 47


Name of Fund	Name and Address of Shareholder	Percentage Held

JPMORGAN SMARTRETIREMENT 2050 FUND

CLASS A SHARES	JPMORGAN INVESTMENT MGT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	11.76

	CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	7.96

	MICHAEL D MILLER TRACI M MILLER JTWROS 3340 N SHEFFIELD AVE APT 2 CHICAGO IL 60657-9351	33.41

	NFS LLC FBO* JPMORGAN CHASE BANK ROTH CUST IRA OF TODD ROCHOW 55 W DELAWARE PL APT 403 CHICAGO IL 60610-6084	7.83

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K PLAN & TRUST FOR UNION MEMBERS JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	13.30

CLASS C SHARES	JPMORGAN INVESTMENT MGT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	69.51

	NFS LLC FBO GRACE COSENTINO 6204 23^RD AVE BROOKLYN NY 11204-3303	8.42

	UBS FINANCIAL SERVICES INC FBO UBS-FINSVC CUST FBO SATHISH DHANDAYUTHAM 1000 HARBOR BLVD PO BOX 3321 WEEHAWKEN NJ 07086-8154	12.44

	UBS FINANCIAL SERVICES INC FBO COIN METER COMPANY ERISA 401K FBO MATTHEW SCHRUNK 10630 SW BARBUR BLVD PORTLAND OR 97219-6856	9.61

Part I - 48


Name of Fund	Name and Address of Shareholder	Percentage Held

INSTITUTIONAL CLASS SHARES	JPMORGAN CHASE AS CUST* FBO CLARIAN HEALTH PARTNERS DEFINED CONTRIBUTION PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	26.29

	JPMORGAN CHASE AS TTEE* FBO ASTELLAS US RETIREMENT AND SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	16.25

	JPMORGAN CHASE BANK TTEE* FBO CAMBRIDGE INFORMATION GROUP 401K RETIREMENT PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	11.21

	JPMORGAN RETIREMENT PLAN SERVICES* FBO JPMORGAN CHASE AS TTEE FOR COMSYS 401K PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.90

	JPMORGAN RETIREMENT PLAN SERVICES* FBO JPMORGAN CHASE AS TTEE FOR EAGLEPICHER SALARIED 401K PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	7.73

	JPMORGAN CHASE AS TTEE* FOR IOWA HEALTH SYSTEM SECTION 401K RETIREMENT SAVINGS PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	19.11

SELECT CLASS SHARES	JPMORGAN INVESTMENT MGT* ATTN BEVERLY HOYNG 1111 POLARIS PARKWAY STE 2F COLUMBUS OH 43240-2031	14.82

	WACHOVIA BANK FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-0001	21.69

	JPMORGAN CHASE BANK* FBO CLIENT ATTN: FUND OPERATIONS 3/OPS3 500 STANTON CHRISTIANA ROAD NEWARK DE 19713-2105	41.27

Part I - 49


Name of Fund	Name and Address of Shareholder	Percentage Held

JPMORGAN SMARTRETIREMENT INCOME FUND

CLASS A SHARES	GPC SECURITIES INC AGENT SIMPLE* JP MORGAN CHASE BANK FBO ARIZONA CHEMICAL COMPANY PO BOX 105117 ATLANTA GA 30348-5117	7.39

	GPC SECURITIES INC AGENT FOR* JP MORGAN CHASE BANK FBO TS TECK INDUSTRIES INC 401K SAVINGS PLAN PO BOX 105117 ATLANTA GA 30348-5117	6.06

	GPC SECURITIES INC AGENT FOR* JP MORGAN CHASE BANK FBO MIAMI-LUKEN INC 401K PS PLAN PO BOX 105117 ATLANTA GA 30348-5117	9.54

	GPC SECURITIES INC AGENT TRUSTEE MERRILL LYNCH BK & TRUST CO FSB FBO J M BRENNAN INC NON-UNION EMPLOYEE PSP PO BOX 105117 ATLANTA GA 30348-5117	11.56

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K SAVINGS PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	16.41

	JPMORGAN CHASE BANK AS TTEE* FBO FOREMOST FARMS USA 401K PLAN & TRUST FOR UNION MEMBERS JPMORGAN RPS 5500 TEAM 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.04

	JPMORGAN CHASE BANK AS TTEE* FBO GOLDEN GUERNSEY DAIRY COOPERATIVE PENSION PLAN C/O JPMORGAN RETIREMENT PLAN SERV 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.82

	GPC SECURITIES INC AGENT FOR* JPMORGAN CHASE BANK FBO GATEWAY PLASTICS INC 401K PSP PO BOX 105117 ATLANTA GA 30348-5117	6.69

Part I - 50


Name of Fund	Name and Address of Shareholder	Percentage Held

CLASS C SHARES	LPL FINANCIAL SERVICES 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968	11.79

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF ANDREA L MOSCATELLO 17 PROSPECT PL HILLSDALE NJ 07642-2021	15.03

	NFS LLC FBO* JPMORGAN CHASE BANK TRAD CUST IRA OF ROYCE MABE 75 MABE STILLWELL LN HARNED KY 40144-6074	17.24

	NFS LLC FBO NFS/FMTC IRA BDA SPS KENNETH J BOYK 812 HERITAGE DR MT PROSPECT IL 60056-1978	6.56

	NFS LLC FBO NFS/FMTC IRA R/O FBO FREDERICK J BERO 10669 FAIRFIELD ST WESTCHESTER IL 60154-5105	6.06

	NFS LLC FBO NFS/FMTC IRA R/O FBO PATRICIA D SWART 7533 171^ST ST TINLEY PARK IL 60477-2679	8.43

	NFS LLC FBO NFS/FMTC IRA R/O FBO ROBERT J SHANLEY 1174 N 39^TH RD EARLVILLE IL 60518-6046	5.25

	UBS FINANCIAL SERVICES INC FBO UBS-FINSVC CUST FBO NATHAN SILVERMAN 1000 HARBOR BLVD PO BOX 3321 WEEHAWKEN NJ 07086-8154	13.05

INSTITUTIONAL CLASS SHARES	STRAFE & CO* BOIA-ONE GROUP OPERATIONS 1111 POLARIS PARKWAY PO BOX 711234 COLUMBUS OH 43271-0001	71.86

Part I - 51


Name of Fund	Name and Address of Shareholder	Percentage Held

SELECT CLASS SHARES	JPMORGAN CHASE AS TRUSTEE* FBO ASTEC INDUSTRIES INC 401(K) RETIREMENT PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	18.00

	JPMORGAN CHASE BANK AS TTEE* FBO ELMERS PRODUCTS INC 401K PLAN 9300 WARD PKWY KANSAS CITY MO 64114-3317	6.28

	PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE MIDMICHIGAN HEALTH 403B MIDLAND MI 48670-0001	21.49

	PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE MIDMICHIGAN HEALTH FROZEN MIDLAND MI 48670-0001	10.34

	WACHOVIA BANK FBO VARIOUS RETIREMENT PLANS 1525 WEST WT HARRIS BLVD CHARLOTTE NC 28288-0001	24.29

	JPMORGAN CHASE AS TTEE* FBO ASTEC INDUSTRIES INC 401K RETIREMENT PLAN C/O JPMORGAN RETIREMENT PLAN SVCS 9300 WARD PKWY KANSAS CITY MO 64114-3317	18.00

* The shareholder of record is a subsidiary or affiliate of JPMorgan Chase & Co. (a “JPMorgan Affiliate”). Typically, the shares are held for the benefit of underlying accounts for which the JPMorgan Affiliate may have voting or investment power. To the extent that JPMorgan Affiliates own 25% or more of a class of shares of a Fund, JPMorgan Chase & Co. may be deemed to be a “controlling person” of such shares under the 1940 Act.

The persons listed above as owning 25% or more of the outstanding shares of a Predecessor Fund may be presumed to “control” (as that term is defined in the 1940 Act) such Funds. As a result, those persons would have the ability to vote a majority of the shares of the Funds on any matter requiring the approval of shareholders of such Funds.

FINANCIAL STATEMENTS

The Financial Statements are incorporated by reference to this SAI. The Financial Statements for the fiscal year ended June 30, 200 8 have been audited by PricewaterhouseCoopers, LLP, an independent registered public accounting firm to the Trust, as indicated in its reports with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. These Financial Statements are available without charge upon request by calling JPMorgan Funds Services at 1-800-480-4111.

Part I - 52

JPMorgan Funds

STATEMENT OF ADDITIONAL INFORMATION

PART II

Part II of this SAI describes policies and practices that apply to each of the JPMorgan Funds, for which Part I precedes this Part II. Part II is not a standalone document and must be read in conjunction with Part I. References in this Part II to a “Fund” means each JPMorgan Fund, unless noted otherwise. Capitalized terms used and not otherwise defined in this Part II have the meanings given to them in Part I of this SAI.

Part II - i

PART II
TABLE OF CONTENTS


INVESTMENT STRATEGIES AND POLICIES	1
Asset-Backed Securities	1
Auction Rate Securities	2
Bank Obligations	3
Commercial Paper	3
Convertible Securities	4
Custodial Receipts	4
Debt Instruments	4
Corporate Debt Securities	4
High Yield/High Risk Securities/Junk Bonds	4
Inflation-Linked Debt Securities	5
Variable and Floating Rate Instruments	6
Zero-Coupon, Pay-in-Kind and Deferred Payment Securities	8
Demand Features	8
Equity Securities, Warrants and Rights	9
Common Stock	9
Common Stock Warrants and Rights	9
Preferred Stock	9
Initial Public Offerings	9
Foreign Investments	10
Risk Factors of Foreign Investments	10
Brady Bonds	11
Obligations of Supranational Entities	11
Emerging Markets Securities	11
Sovereign Obligations	13
Foreign Currency Transactions	13
Inverse Floaters and Interest Rate Caps	17
Investment Company Securities and Exchange Traded Funds	18
Investment Company Securities	18
Exchange Traded Funds (“ETFs”)	18
Loan Assignments and Participations	19
Miscellaneous Investment Strategies and Risks	22
Borrowings	22
Commodity-Linked Derivatives	23
Exemptive Relief to Invest in Financial Instruments	23
Impact of Large Redemptions and Purchases of Fund Shares	23
Interfund Lending	23
Master Limited Partnerships	24
New Financial Products	24
Private Placements, Restricted Securites and Other Unregistered Securities	24
Securities Issued in Connection with Reorganizations and Corporate Restructuring	26
Temporary Defensive Positions	26
Mortgage-Related Securities	26
Mortgages (Directly Held)	26
Mortgage-Backed Securities (CMOS and REMICS)	27
Mortgage Dollar Rolls	29
Stripped Mortgage-Backed Securities	29
Adjustable Rate Mortgage Loans	30
Risk Factors of Mortgage-Related Securities	31
Municipal Securities	32
Risk Factors in Municipal Securities	35
Limitations on the Use of Municipal Securities	36
Options and Futures Transactions	37

Part II - ii


Futures Contracts	39
Real Estate Investment Trusts (“REITs”)	42
Repurchase Agreements	42
Reverse Repurchase Agreements	43
Securities Lending	43
Short Selling	44
Short-Term Funding Agreements	45
Structured Investments	45
Swaps and Related Swap Products	46
Credit Default Swaps	48
Synthetic Variable Rate Instruments	49
Treasury Receipts	49
Trust Preferred Securities	49
U.S. Government Obligations	49
When-Issued and Delayed Delivery Securities and Forward Commitments	50
RISK MANAGEMENT	51
SPECIAL FACTORS AFFECTING CERTAIN FUNDS	51
DIVERSIFICATION	51
DISTRIBUTIONS AND TAX MATTERS	52
TRUSTEES	64
Standing Committees	67
Trustee Compensation	69
OFFICERS	70
INVESTMENT ADVISERS AND SUB-ADVISERS	71
POTENTIAL CONFLICT S OF INTEREST	76
PORTFOLIO MANAGER COMPENSATION	78
CODES OF ETHICS	78
PORTFOLIO TRANSACTIONS	79
ADMINISTRATOR	82
DISTRIBUTOR	84
DISTRIBUTION PLAN	84
SECURITIES LENDING AGENT	87
CUSTODIAN	87
CUSTODY AND FUND ACCOUNTING FEES AND EXPENSES	88
TRANSFER AGENT	89
SHAREHOLDER SERVICING	89
EXPENSES	91
FINANCIAL INTERMEDIARIES	91
ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES	92
TRUST COUNSEL	93
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	93
PURCHASES, REDEMPTIONS AND EXCHANGES	93
DIVIDENDS AND DISTRIBUTIONS	99
NET ASSET VALUE	99
DELAWARE TRUSTS	101
MASSACHUSETTS TRUSTS	102
MARYLAND CORPORATION	102
DESCRIPTION OF SHARES	103
PORTFOLIO HOLDINGS DISCLOSURE	106
PROXY VOTING PROCEDURES AND GUIDELINES	107
ADDITIONAL INFORMATION	111
APPENDIX A—DESCRIPTION OF RATINGS	A- 1

Part II - iii

INVESTMENT STRATEGIES AND POLICIES

As noted in the applicable Prospectuses for each of the Funds, in addition to the main investment strategy and the main investment risks described in the Prospectuses, each Fund may employ other investment strategies and may be subject to other risks, which are described below. The Funds may engage in the practices described below to the extent consistent with their investment objectives, strategies, polices and restrictions. However, no Fund is required to engage in any particular transaction or purchase any particular type of securities or investment even if to do so might benefit the Fund. Because the following is a combined description of investment strategies of all of the Funds, certain matters described herein may not apply to particular Funds.

For a list of investment strategies and policies employed by each Fund, see “INVESTMENT PRACTICES” in Part I of this SAI.

Asset-Backed Securities

Asset-backed securities consist of securities secured by company receivables, home equity loans, truck and auto loans, leases, or credit card receivables. Asset-backed securities also include other securities backed by other types of receivables or other assets, including collateralized debt obligations (“CDOs”), which include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. Such assets are generally securitized through the use of trusts or special purpose corporations. Asset-backed securities are backed by a pool of assets representing the obligations often of a number of different parties. Certain of these securities may be illiquid.

Asset-backed securities are generally subject to the risks of the underlying assets. In addition, asset-backed securities, in general, are subject to certain additional risks including depreciation, damage or loss of the collateral backing the security, failure of the collateral to generate the anticipated cash flow or in certain cases more rapid prepayment because of events affecting the collateral, such as accelerated prepayment of loans backing these securities or destruction of equipment subject to equipment trust certificates. In addition, the underlying assets (for example, the underlying credit card debt) may be refinanced or paid off prior to maturity during periods of declining interest rates. Changes in prepayment rates can result in greater price and yield volatility. If asset-backed securities are pre-paid, a Fund may have to reinvest the proceeds from the securities at a lower rate. Potential market gains on a security subject to prepayment risk may be more limited than potential market gains on a comparable security that is not subject to prepayment risk. Under certain prepayment rate scenarios, a Fund may fail to recover additional amounts paid (i.e., premiums) for securities with higher interest rates, resulting in an unexpected loss.

A CBO is a trust or other special purpose entity (“SPE”) which is typically backed by a diversified pool of fixed income securities (which may include high risk, below investment grade securities). A CLO is a trust or other SPE that is typically collateralized by a pool of loans, which may include, among others, domestic and non-U.S. senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Although certain CDOs may receive credit enhancement in the form of a senior-subordinate structure, over-collateralization or bond insurance, such enhancement may not always be present and may fail to protect a Fund against the risk of loss on default of the collateral. Certain CDOs may use derivatives contracts to create “synthetic” exposure to assets rather than holding such assets directly, which entails the risks of derivative instruments described elsewhere in this SAI. CDOs may charge management fees and administrative expenses, which are in addition to those of a Fund.

For both CBOs and CLOs, the cashflows from the SPE are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche, which bears the first loss from defaults from the bonds or loans in the SPE and serves to protect the other, more senior tranches from default (though such protection is not complete). Since it is partially protected from defaults, a senior tranche from a CBO or CLO typically has higher ratings and lower yields than its underlying securities, and may be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can

Part II - 1

experience substantial losses due to actual defaults, downgrades of the underlying collateral by rating agencies, forced liquidation of the collateral pool due to a failure of coverage tests, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as investor aversion to CBO or CLO securities as a class. Interest on certain tranches of a CDO may be paid in kind or deferred and capitalized (paid in the form of obligations of the same type rather than cash), which involves continued exposure to default risk with respect to such payments.

The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CDOs may be characterized by a Fund as illiquid securities. However, an active dealer market may exist for CDOs, allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities and asset-backed securities generally discussed elsewhere in this SAI, CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the risk that the collateral may default or decline in value or be downgraded, if rated by a nationally recognized statistical rating organization (“NRSRO”); (iii) a Fund may invest in tranches of CDOs that are subordinate to other tranches; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes among investors regarding the characterization of proceeds; (v) the investment return achieved by the Fund could be significantly different than those predicted by financial models; (vi) the lack of a readily available secondary market for CDOs; (vii) risk of forced “fire sale” liquidation due to technical defaults such as coverage test failures; and (viii) the CDO’s manager may perform poorly.

Total Annual Operating Expenses set forth in the fee table and Financial Highlights section of each Fund’s Prospectuses do not include any expenses associated with investments in certain structured or synthetic products that may rely on the exception for the definition of “investment company” provided by section 3(c)(1) or 3(c)(7) of the 1940 Act.

Auction Rate Securities

Auction rate securities consist of auction rate municipal securities and auction rate preferred securities sold through an auction process issued by closed-end investment companies, municipalities and governmental agencies. For more information on risks associated with municipal securities, see “Municipal Securities” below.

Provided that the auction mechanism is successful, auction rate securities usually permit the holder to sell the securities in an auction at par value at specified intervals. The dividend is reset by “Dutch” auction in which bids are made by broker-dealers and other institutions for a certain amount of securities at a specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend rate that covers all securities offered for sale. While this process is designed to permit auction rate securities to be traded at par value, there is the risk that an auction will fail due to insufficient demand for the securities. Since February 2008, numerous auctions have failed due to insufficient demand for securities and have continued to fail for an extended period of time. Failed auctions may adversely impact the liquidity of auction rate securities investments. Although some issuers of auction rate securities are redeeming or are considering redeeming such securities, such issuers are not obligated to do so and, therefore, there is no guarantee that a liquid market will exist for a Fund’s investments in auction rate securities at a time when the Fund wishes to dispose of such securities.

Dividends on auction rate preferred securities issued by a closed-end fund may be designated as exempt from federal income tax to the extent they are attributable to tax-exempt interest income earned by the closed-end fund on the securities in its portfolio and distributed to holders of the preferred securities. However, such designation may be made only if the closed-end fund treats preferred securities as equity securities for federal income tax purposes and the closed-end fund complies with certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”).

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A Fund’s investment in auction rate preferred securities of closed-end funds is subject to limitations on investments in other U.S. registered investment companies, which limitations are prescribed under the 1940 Act. Except as permitted by rule or exemptive order (see “Investment Company Securities and Exchange Traded Funds” below for more information), a Fund is generally prohibited from acquiring more than 3% of the voting securities of any other such investment company, and investing more than 5% of a Fund’s total assets in securities of any one such investment company or more than 10% of its total assets in securities of all such investment companies. A Fund will indirectly bear its proportionate share of any management fees paid by such closed-end funds in addition to the advisory fee payable directly by the Fund.

Bank Obligations

Bank obligations consist of bankers’ acceptances, certificates of deposit, and time deposits.

Bankers’ acceptances are negotiable drafts or bills of exchange typically drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. To be eligible for purchase by a Fund, a bankers’ acceptance must be guaranteed by a domestic or foreign bank or savings and loan association having, at the time of investment, total assets in excess of $1 billion (as of the date of its most recently published financial statements).

Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank or a savings and loan association for a definite period of time and earning a specified return. Certificates of deposit may also include those issued by foreign banks outside the United States (“U.S.”) with total assets at the time of purchase in excess of the equivalent of $1 billion. Such certificates of deposit include Eurodollar and Yankee certificates of deposits. Eurodollar certificates of deposit are U.S. dollar-denominated certificates of deposit issued by branches of foreign and domestic banks located outside the U.S. Yankee certificates of deposit are certificates of deposit issued by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the U.S. Certain Funds may also invest in obligations (including banker’s acceptances and certificates of deposit) denominated in foreign currencies (see “Foreign Investments (including Foreign Currencies)”) herein. To be eligible for purchase by a Fund, a certificate of deposit must be issued by (i) a domestic or foreign branch of a U.S. commercial bank which is a member of the Federal Reserve System or the deposits of which are insured by the Federal Deposit Insurance Corporation, or (ii) a domestic savings and loan association, the deposits of which are insured by the Federal Deposit Insurance Corporation provided that, in each case, at the time of purchase, such institution has total assets in excess of $1 billion (as of the date of their most recently published financial statements).

Time deposits are interest-bearing non-negotiable deposits at a bank or a savings and loan association that have a specific maturity date. A time deposit earns a specific rate of interest over a definite period of time. Time deposits cannot be traded on the secondary market and those exceeding seven days and with a withdrawal penalty are considered to be illiquid. Time deposits will be maintained only at banks and savings and loan associations from which a Fund could purchase certificates of deposit.

The Funds will not invest in obligations for which a Fund’s Adviser, or any of its affiliated persons, is the ultimate obligor or accepting bank, provided, however, that the Funds maintain demand deposits at their affiliated custodian, JPMorgan Chase Bank.

Commercial Paper

Commercial paper is defined as short-term obligations with maturities from 1 to 270 days issued by banks or bank holding companies, corporations and finance companies. Although commercial paper is generally unsecured, the Funds may also purchase secured commercial paper. In the event of a default of an issuer of secured commercial paper, a Fund may hold the securities and other investments that were pledged as collateral even if it does not invest in such securities or investments. In such a case, the Fund would take steps to dispose of such securities or investments in a commercially reasonable manner.

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Commercial paper includes master demand obligations. See “Variable and Floating Rate Instruments” below.

Certain Funds may also invest in Canadian commercial paper, which is commercial paper issued by a Canadian corporation or a Canadian counterpart of a U.S. corporation, and in Europaper, which is U.S. dollar denominated commercial paper of a foreign issuer. See “Risk Factors of Foreign Investments” below.

Convertible Securities

Certain Funds may invest in convertible securities. Convertible securities include any debt securities or preferred stock which may be converted into common stock or which carry the right to purchase common stock. Generally, convertible securities entitle the holder to exchange the securities for a specified number of shares of common stock, usually of the same company, at specified prices within a certain period of time.

The terms of any convertible security determine its ranking in a company’s capital structure. In the case of subordinated convertible debentures, the holders’ claims on assets and earnings are subordinated to the claims of other creditors, and are senior to the claims of preferred and common shareholders. In the case of convertible preferred stock, the holders’ claims on assets and earnings are subordinated to the claims of all creditors and are senior to the claims of common shareholders.

Convertible securities have characteristics similar to both debt and equity securities. Due to the conversion feature, the market value of convertible securities tends to move together with the market value of the underlying common stock. As a result, selection of convertible securities, to a great extent, is based on the potential for capital appreciation that may exist in the underlying stock. The value of convertible securities is also affected by prevailing interest rates, the credit quality of the issuer, and any call provisions. In some cases, the issuer may cause a convertible security to convert to common stock. In other situations, it may be advantageous for a Fund to cause the conversion of convertible securities to common stock. If a convertible security converts to common stock, a Fund may hold such common stock in its portfolio even if it does not ordinarily invest in common stock.

Custodial Receipts

Certain Funds may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not considered U.S. government securities and are not backed by the full faith and credit of the U.S. government. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts.

Debt Instruments

Corporate Debt Securities. Corporate debt securities may include bonds and other debt securities of U.S. and non-U.S. issuers, including obligations of industrial, utility, banking and other corporate issuers. All debt securities are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligation and may also be subject to price volatility due to such factors as market interest rates, market perception of the creditworthiness of the issuer and general market liquidity.

High Yield/High Risk Securities/Junk Bonds.

Certain Funds may invest in high yield securities, to varying degrees. High yield, high risk bonds are securities that are generally rated below investment grade by the primary rating agencies (BB+ or lower by S&P and Bal or lower by Moody’s) or unrated but determined by the Fund’s Adviser to be of comparable quality. Other terms used to describe such securities include “lower rated bonds,” non-investment grade bonds,” “below investment grade bonds,” and “junk bonds.” These securities are considered to be high-risk investments.

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High yield securities are regarded as predominately speculative. There is a greater risk that issuers of lower rated securities will default than issuers of higher rated securities. Issuers of lower rated securities generally are less creditworthy and may be highly indebted, financially distressed, or bankrupt. These issuers are more vulnerable to real or perceived economic changes, political changes or adverse industry developments. In addition, high yield securities are frequently subordinated to the prior payment of senior indebtedness. If an issuer fails to pay principal or interest, a Fund would experience a decrease in income and a decline in the market value of its investments. A Fund may also incur additional expenses in seeking recovery from the issuer.

The income and market value of lower rated securities may fluctuate more than higher rated securities. Non-investment grade securities are more sensitive to short-term corporate, economic and market developments. During periods of economic uncertainty and change, the market price of the investments in lower rated securities may be volatile. The default rate for high yield bonds tends to be cyclical, with defaults rising in periods of economic downturn.

It is often more difficult to value lower rated securities than higher rated securities. If an issuer’s financial condition deteriorates, accurate financial and business information may be limited or unavailable. The lower rated investments may be thinly traded and there may be no established secondary market. Because of the lack of market pricing and current information for investments in lower rated securities, valuation of such investments is much more dependent on the judgment of the Adviser than is the case with higher rated securities. In addition, relatively few institutional purchasers may hold a major portion of an issue of lower-rated securities at times. As a result, a Fund that invests in lower rated securities may be required to sell investments at substantial losses or retain them indefinitely even where an issuer’s financial condition is deteriorating.

Credit quality of non-investment grade securities can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks posed by a particular high-yield security.

Future legislation may have a possible negative impact on the market for high yield, high risk bonds. As an example, in the late 1980’s, legislation required federally-insured savings and loan associations to divest their investments in high yield, high risk bonds. New legislation, if enacted, could have a material negative effect on a Fund’s investments in lower rated securities.

Inflation-Linked Debt Securities. 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”), as well as securities issued by other entities such as corporations, municipalities, foreign governments and foreign issuers, including foreign issuers from emerging markets. See also “Foreign Investments (including Foreign Currencies).” Typically, such securities are structured as fixed income investments whose principal value is periodically adjusted according to the rate of inflation. The following two structures are common: (i) the U.S. Treasury and some other issuers issue inflation-linked securities that accrue inflation into the principal value of the security and (ii) other issuers may pay out the Consumer Price Index (“CPI”) accruals as part of a semi-annual coupon. Other types of inflation-linked securities exist which use an inflation index other than the CPI.

Inflation-linked securities issued by the U.S. Treasury, such as TIPS, have maturities of approximately five, ten or twenty years, although it is possible that securities with other maturities will be issued in the future. Typically, TIPS pay interest on a semi-annual basis equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1 , 000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and the rate of inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole year’s inflation of 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with

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respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of TIPS, even during a period of deflation, although the inflation-adjusted principal received could be less than the inflation-adjusted principal that had accrued to the bond at the time of purchase. However, the current market value of the bonds is not guaranteed and will fluctuate. Other inflation-related bonds exist which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-linked securities is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-linked securities.

While inflation-linked securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

The periodic adjustment of U.S. inflation-linked securities is tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is not seasonably adjusted and which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-linked securities issued by a foreign government are generally adjusted to reflect a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or a foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the U.S.

Any increase in the principal amount of an inflation-linked security will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

Variable and Floating Rate Instruments. Certain obligations purchased by the Funds may carry variable or floating rates of interest, may involve a conditional or unconditional demand feature and may include variable amount master demand notes. Variable and floating rate instruments are issued by a wide variety of issuers and may be issued for a wide variety of purposes, including as a method of reconstructing cash flows.

Subject to their investment objective policies and restrictions, certain Funds may acquire variable and floating rate instruments. A variable rate instrument is one whose terms provide for the adjustment of its interest rate on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. Certain Funds may purchase extendable commercial notes. Extendable commercial notes are variable rate notes which normally mature within a short period of time (e.g., 1 month) but which may be extended by the issuer for a maximum maturity of thirteen months.

A floating rate instrument is one whose terms provide for the adjustment of its interest rate whenever a specified interest rate changes and which, at any time, can reasonably be expected to have a market value that approximates its par value. Floating rate instruments are frequently not rated by credit rating agencies; however, unrated variable and floating rate instruments purchased by a Fund will be determined by the Fund’s Adviser to be of comparable quality at the time of purchase to rated instruments eligible for purchase under the Fund’s investment policies. In making such determinations, a Fund’s Adviser will consider the earning power, cash flow and other liquidity ratios of the issuers of such instruments (such issuers include financial, merchandising, bank holding and other companies) and will continuously monitor their financial condition. There may be no active secondary market with respect to a particular variable or floating rate instrument purchased by a Fund. The absence of such an active secondary market could make it difficult for the Fund to dispose of the variable or floating rate instrument involved in the event the issuer of the instrument defaulted on its payment obligations, and the Fund could, for this or other reasons, suffer a loss to the extent of the default. Variable or floating rate instruments may

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be secured by bank letters of credit or other assets. A Fund may purchase a variable or floating rate instrument to facilitate portfolio liquidity or to permit investment of the Fund’s assets at a favorable rate of return.

As a result of the floating and variable rate nature of these investments, the Funds’ yields may decline, and they may forego the opportunity for capital appreciation during periods when interest rates decline; however, during periods when interest rates increase, the Funds’ yields may increase, and they may have reduced risk of capital depreciation.

Past periods of high inflation, together with the fiscal measures adopted to attempt to deal with it, have seen wide fluctuations in interest rates, particularly “prime rates” charged by banks. While the value of the underlying floating or variable rate securities may change with changes in interest rates generally, the nature of the underlying floating or variable rate should minimize changes in value of the instruments. Accordingly, as interest rates decrease or increase, the potential for capital appreciation and the risk of potential capital depreciation is less than would be the case with a portfolio of fixed rate securities. A Fund’s portfolio may contain floating or variable rate securities on which stated minimum or maximum rates, or maximum rates set by state law limit the degree to which interest on such floating or variable rate securities may fluctuate; to the extent it does, increases or decreases in value may be somewhat greater than would be the case without such limits. Because the adjustment of interest rates on the floating or variable rate securities is made in relation to movements of the applicable banks’ “prime rates” or other short-term rate securities adjustment indices, the floating or variable rate securities are not comparable to long-term fixed rate securities. Accordingly, interest rates on the floating or variable rate securities may be higher or lower than current market rates for fixed rate obligations of comparable quality with similar maturities.

Variable Amount Master Demand Notes. Variable amount master demand notes are demand notes that permit the indebtedness to vary and provide for periodic adjustments in the interest rate according to the terms of the instrument. Because master demand notes are direct lending arrangements between a Fund and the issuer, they are not normally traded. Although there is no secondary market in the notes, a Fund may demand payment of principal and accrued interest. While the notes are not typically rated by credit rating agencies, issuers of variable amount master demand notes (which are normally manufacturing, retail, financial, brokerage, investment banking and other business concerns) must satisfy the same criteria as those set forth with respect to commercial paper, if any, in Part I of this SAI under the heading “Diversification and Quality Descriptions”. A Fund’s Adviser will consider the earning power, cash flow, and other liquidity ratios of the issuers of such notes and will continuously monitor their financial status and ability to meet payment on demand. In determining average weighted portfolio maturity, a variable amount master demand note will be deemed to have a maturity equal to the period of time remaining until the principal amount can be recovered from the issuer through demand.

Variable Rate Instruments and Money Market Funds. Variable or floating rate instruments with stated maturities of more than 397 days may, under the SEC’s amortized cost rule applicable to money market funds, Rule 2a-7 under the 1940 Act, be deemed to have shorter maturities as follows:


	(1) Adjustable Rate Government Securities. A Government Security which is a variable rate security where the variable rate of interest is readjusted no less frequently than every 762 days shall be deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate. A Government Security which is a floating rate security shall be deemed to have a remaining maturity of one day.

	(2) Short-Term Variable Rate Securities. A variable rate security, the principal amount of which, in accordance with the terms of the security, must unconditionally be paid in 397 calendar days or less shall be deemed to have maturity equal to the earlier of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand.

	(3) Long-Term Variable Rate Securities. A variable rate security, the principal amount of which is scheduled to be paid in more than 397 days, that is subject to a demand feature shall be

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	deemed to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand.

	(4) Short-Term Floating Rate Securities. A floating rate security, the principal amount of which, in accordance with the terms of the security, must unconditionally be paid in 397 calendar days or less shall be deemed to have a maturity of one day.

	(5) Long-Term Floating Rate Securities. A floating rate security, the principal amount of which is scheduled to be paid in more than 397 days, that is subject to a demand feature, shall be deemed to have a maturity equal to the period remaining until the principal amount can be recovered through demand.

As used above, a note is “subject to a demand feature” where the Fund is entitled to receive the principal amount of the note either at any time on no more than 30 days’ notice or at specified intervals not exceeding 397 calendar days and upon no more than 30 days’ notice.

Limitations on the Use of Variable and Floating Rate Notes. Variable and floating rate instruments for which no readily available market exists (e.g., illiquid securities) will be purchased in an amount which, together with securities with legal or contractual restrictions on resale or for which no readily available market exists (including repurchase agreements providing for settlement more than seven days after notice), exceeds 15% of a Fund’s net assets (10% for the JPMorgan Funds which are money market funds (the “Money Market Funds”)) only if such instruments are subject to a demand feature that will permit the Fund to demand payment of the principal within seven days after demand by the Fund. There is no limit on the extent to which a Fund may purchase demand instruments that are not illiquid or deemed to be liquid in accordance with the Adviser’s liquidity determination procedures. If not rated, such instruments must be found by the Fund’s Adviser to be of comparable quality to instruments in which a Fund may invest. A rating may be relied upon only if it is provided by an NRSRO that is not affiliated with the issuer or guarantor of the instruments.

Zero-Coupon, Pay-in-Kind and Deferred Payment Securities. Zero-coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Upon maturity, the holder is entitled to receive the par value of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. A Fund accrues income with respect to zero-coupon and pay-in-kind securities prior to the receipt of cash payments. Deferred payment securities are securities that remain zero-coupon securities until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals. While interest payments are not made on such securities, holders of such securities are deemed to have received “phantom income.” Because a Fund will distribute “phantom income” to shareholders, to the extent that shareholders elect to receive dividends in cash rather than reinvesting such dividends in additional shares, the applicable Fund will have fewer assets with which to purchase income-producing securities. Zero-coupon, pay-in-kind and deferred payment securities may be subject to greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods.

Demand Features

Certain Funds may acquire securities that are subject to puts and standby commitments (“Demand Features”) to purchase the securities at their principal amount (usually with accrued interest) within a fixed period (usually seven days) following a demand by the Fund. The Demand Feature may be issued by the issuer of the underlying securities, a dealer in the securities or by another third party and may not be transferred separately from the underlying security. The underlying securities subject to a put may be sold at any time at market rates. Applicable Funds expect that they will acquire puts only where the puts are available without the payment of any direct or indirect consideration. However, if advisable or necessary, a premium may be paid for put features. A premium paid will have the effect of reducing the yield otherwise payable on the underlying security. Demand Features provided by foreign banks involve certain risks

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associated with foreign investments. See “Foreign Investments (including Foreign Currencies)” for more information on these risks.

Under a “stand-by commitment,” a dealer would agree to purchase, at a Fund’s option, specified securities at a specified price. A Fund will acquire these commitments solely to facilitate portfolio liquidity and does not intend to exercise its rights thereunder for trading purposes. Stand-by commitments may also be referred to as put options.

The purpose of engaging in transactions involving puts is to maintain flexibility and liquidity to permit a Fund to meet redemption requests and remain as fully invested as possible.

Equity Securities, Warrants and Rights

Common Stock. Common stock represents a share of ownership in a company and usually carries voting rights and may earn dividends. Unlike preferred stock, common stock dividends are not fixed but are declared at the discretion of the issuer’s board of directors. Common stock occupies the most junior position in a company’s capital structure. As with all equity securities, the price of common stock fluctuates based on changes in a company’s financial condition and overall market and economic conditions.

Common Stock Warrants and Rights. Common stock warrants entitle the holder to buy common stock from the issuer of the warrant at a specific price (the “strike price”) for a specific period of time. The market price of warrants may be substantially lower than the current market price of the underlying common stock, yet warrants are subject to similar price fluctuations. As a result, warrants may be more volatile investments than the underlying common stock. If a warrant is exercised, a Fund may hold common stock in its portfolio even if it does not ordinarily invest in common stock.

Rights are similar to warrants but normally have a shorter duration and are typically distributed directly by the issuers to existing shareholders, while warrants are typically attached to new debt or preferred stock issuances.

Warrants and rights generally do not entitle the holder to dividends or voting rights with respect to the underlying common stock and do not represent any rights in the assets of the issuer company. Warrants and rights will expire if not exercised on or prior to the expiration date.

Preferred Stock. Preferred stock is a class of stock that generally pays dividends at a specified rate and has preference over common stock in the payment of dividends and liquidation. Preferred stock generally does not carry voting rights. As with all equity securities, the price of preferred stock fluctuates based on changes in a company’s financial condition and on overall market and economic conditions.

Initial Public Offerings (“IPOs”) . The Funds may purchase securities in IPOs. These securities are subject to many of the same risks as investing in companies with smaller market capitalizations. Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. The prices of securities sold in IPOs may be highly volatile. At any particular time or from time to time, a Fund may not be able to invest in securities issued in IPOs, or invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available to the Fund. In addition, under certain market conditions, a relatively small number of companies may issue securities in IPOs. Similarly, as the number of Funds to which IPO securities are allocated increases, the number of securities issued to any one Fund may decrease. The investment performance of a Fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the Fund is able to do so. In addition, as a Fund increases in size, the impact of IPOs on the Fund’s performance will generally decrease.

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Foreign Investments (including Foreign Currencies)

Some of the Funds may invest in certain obligations or securities of foreign issuers. For purposes of a non-Money Market Fund’s investment policies and unless described otherwise in a Fund’s prospectus, an issuer of a security will be deemed to be located in a particular country if: (i) the principal trading market for the security is in such country, (ii) the issuer is organized under the laws of such country or (iii) the issuer derives at least 50% of its revenues or profits from such country or has at least 50% of its total assets situated in such country. Possible investments include equity securities and debt securities (e.g., bonds and commercial paper) of foreign entities, obligations of foreign branches of U.S. banks and of foreign banks, including, without limitation, Eurodollar Certificates of Deposit, Eurodollar Time Deposits, Eurodollar Bankers’ Acceptances, Canadian Time Deposits and Yankee Certificates of Deposit, and investments in Canadian Commercial Paper, and Europaper. Securities of foreign issuers may include sponsored and unsponsored American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), and Global Depositary Receipts (“GDRs”). Sponsored ADRs are listed on the New York Stock Exchange; unsponsored ADRs are not. Therefore, there may be less information available about the issuers of unsponsored ADRs than the issuers of sponsored ADRs. Unsponsored ADRs are restricted securities. EDRs and GDRs are not listed on the New York Stock Exchange. As a result, it may be difficult to obtain information about EDRs and GDRs.

The Money Market Funds may only invest in U.S. dollar-denominated securities.

Risk Factors of Foreign Investments. The following is a summary of certain risks associated with foreign investments:

Political and Exchange Risks. Foreign investments may subject a Fund to investment risks that differ in some respects from those related to investments in obligations of U.S. domestic issuers. Such risks include potential future adverse political and economic developments, possible imposition of withholding taxes on interest or other income, possible seizure, nationalization or expropriation of foreign deposits, possible establishment of exchange controls or taxation at the source, greater fluctuations in value due to changes in exchange rates, or the adoption of other foreign governmental restrictions which might adversely affect the payment of principal and interest on such obligations.

Higher Transaction Costs. Foreign investments may entail higher custodial fees and sales commissions than domestic investments.

Accounting and Regulatory Differences. Foreign issuers of securities or obligations are often subject to accounting treatment and engage in business practices different from those of domestic issuers of similar securities or obligations. In addition, foreign issuers are usually not subject to the same degree of regulation as domestic issuers, and their securities may trade on relatively small markets, causing their securities to experience potentially higher volatility and more limited liquidity than securities of domestic issuers. Foreign branches of U.S. banks and foreign banks are not regulated by U.S. banking authorities and may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks. In addition, foreign banks generally are not bound by accounting, auditing, and financial reporting standards comparable to those applicable to U.S. banks. Dividends and interest paid by foreign issuers may be subject to withholding and other foreign taxes which may decrease the net return on foreign investments as compared to dividends and interest paid to a Fund by domestic companies.

Currency Risk. Foreign securities may be denominated in foreign currencies, although foreign issuers may also issue securities denominated in U.S. dollars. The value of a Fund’s investments denominated in foreign currencies and any funds held in foreign currencies will be affected by changes in currency exchange rates, the relative strength of those currencies and the U.S. dollar, and exchange-control regulations.

Changes in the foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed to shareholders by a Fund. The exchange rates between the U.S. dollar and other currencies are

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determined by the forces of supply and demand in foreign exchange markets. Accordingly, the ability of a Fund that invests in foreign securities as part of its principal investment strategy to achieve its investment objective may depend, to a certain extent, on exchange rate movements.

In addition, while the volume of transactions effected on foreign stock exchanges has increased in recent years, in most cases it remains appreciably below that of domestic securities exchanges. Accordingly, a Fund’s foreign investments may be less liquid and their prices may be more volatile than comparable investments in securities of U.S. companies. Moreover, the settlement periods for foreign securities, which are often longer than those for securities of U.S. issuers, may affect Fund liquidity. In buying and selling securities on foreign exchanges, purchasers normally pay fixed commissions that are generally higher than the negotiated commissions charged in the U.S. In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers located in foreign countries than in the U.S.

Brady Bonds. Brady bonds are securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings. Brady bonds have been issued since 1989. In light of the history of defaults of countries issuing Brady bonds on their commercial bank loans, investments in Brady bonds may be viewed as speculative and subject to the same risks as emerging market securities. Brady bonds may be fully or partially collateralized or uncollateralized, are issued in various currencies (but primarily the U.S. dollar) and are actively traded in OTC secondary markets. Incomplete collateralization of interest or principal payment obligations results in increased credit risk. Dollar-denominated collateralized Brady bonds, which may be either fixed-rate or floating rate bonds, are generally collateralized by U.S. Treasury securities.

Obligations of Supranational Entities. Obligations of supranational entities include securities designated or supported by governmental entities to promote economic reconstruction or development and of international banking institutions and related government agencies. Examples include the International Bank for Reconstruction and Development (the “World Bank”), the European Coal and Steel Community, the Asian Development Bank and the Inter-American Development Bank. Each supranational entity’s lending activities are limited to a percentage of its total capital (including “callable capital” contributed by its governmental members at the entity’s call), reserves and net income. There is no assurance that participating governments will be able or willing to honor their commitments to make capital contributions to a supranational entity.

Emerging Market Securities. Investing in companies domiciled in emerging market countries may be subject to potentially higher risks than investments in developed countries. These risks include: (i) less social, political, and economic stability; (ii) greater illiquidity and price volatility due to smaller or limited local capital markets for such securities, or low non-existent trading volumes; (iii) foreign exchanges and broker-dealers may be subject to less scrutiny and regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by foreign investors and local governments may decide to suspend or limit an issuer’s ability to make dividend or interest payments; (v) local governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital gains may be subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on dollar or euro payments imposed by local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (viii) investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the interests of the issuer over those of foreign investors; (ix) bankruptcy judgments may only be permitted to be paid in the local currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market valuations of the securities, and (xi) lax financial reporting on a regular basis, substandard disclosure and differences in accounting standards may make it difficult to ascertain the financial health of an issuer.

Emerging country securities markets are typically marked by a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of such securities by a limited number of investors. Although some emerging markets have become more established and tend to issue securities of higher credit quality,

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the markets for securities in other emerging countries are in the earliest stages of their development, and these countries issue securities across the credit spectrum. Even the markets for relatively widely traded securities in emerging countries may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a size customarily undertaken by institutional investors in the securities markets of developed countries. The limited size of many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the soundness and competitiveness of the securities issuers. For example, prices may be unduly influenced by traders who control large positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of emerging country securities may also affect the Fund’s ability to accurately value its portfolio securities or to acquire or dispose of securities at the price and time it wishes to do so or in order to meet redemption requests.

Many emerging market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may be difficult to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and private property may be weak or non-existent. Sudden changes in governments may result in policies which are less favorable to investors, such as policies designed to expropriate or nationalize “sovereign” assets. Certain emerging market countries in the past have expropriated large amounts of private property, in many cases with little or no compensation, and there can be no assurance that such expropriation will not occur in the future.

Foreign investment in the securities markets of certain emerging countries is restricted or controlled to varying degrees. These restrictions may limit the Fund’s investment in certain emerging countries and may increase the expenses of the Fund. Certain emerging countries require governmental approval prior to investments by foreign persons or limit investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or to a specific class of securities, which may have less advantageous terms (including price) than securities of the company available for purchase by nationals.

Many developing countries lack the social, political, and economic stability characteristic of the U.S. Political instability among emerging market countries can be common and may be caused by an uneven distribution of wealth, social unrest, labor strikes, civil wars, and religious oppression. Economic instability in emerging market countries may take the form of: (i) high interest rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of unemployment or underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation; and (v) imposition of trade barriers.

Currencies of emerging market countries are subject to significantly greater risks than currencies of developed countries. Many emerging market countries have experienced steady declines or even sudden devaluations of their currencies relative to the U.S. dollar. Some emerging market currencies may not be internationally traded or may be subject to strict controls by local governments, resulting in undervalued or overvalued currencies. Some emerging market countries have experienced balance of payment deficits and shortages in foreign exchange reserves. Governments have responded by restricting currency conversions. Future restrictive exchange controls could prevent or restrict a company’s ability to make dividend or interest payments in the original currency of the obligation (usually U.S. dollars). In addition, even though the currencies of some emerging market countries may be convertible into U.S. dollars, the conversion rates may be artificial to their actual market values.

A Fund’s income and, in some cases, capital gains from foreign stocks and securities will be subject to applicable taxation in certain of the countries in which it invests, and treaties between the U.S. and such countries may not be available in some cases to reduce the otherwise applicable tax rates.

Foreign markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result in temporary periods when a portion of the assets of the Fund remain s uninvested and no return is earned on such assets. The inability of the Fund to make intended security purchases or sales due to settlement problems could result either in losses to the Fund due to subsequent declines in value of the portfolio

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securities, could result in the Fund deeming those securities to be illiquid, or, if the Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser.

In the past, governments within the emerging markets have become overly reliant on the international capital markets and other forms of foreign credit to finance large public spending programs which cause huge budget deficits. Often, interest payments have become too overwhelming for the government to meet, representing a large percentage of total GDP. These foreign obligations have become the subject of political debate and served as fuel for political parties of the opposition, which pressure the government not to make payments to foreign creditors, but instead to use these funds for social programs. Either due to an inability to pay or submission to political pressure, foreign governments have been forced to seek a restructuring of their loan and/or bond obligations, have declared a temporary suspension of interest payments or have defaulted. These events have adversely affected the values of securities issued by foreign governments and corporations domiciled in emerging market countries and have negatively affected not only their cost of borrowing, but their ability to borrow in the future as well.

Sovereign Obligations. Sovereign debt includes investments in securities issued or guaranteed by a foreign sovereign government or its agencies, authorities or political subdivisions. An investment in sovereign debt obligations involves special risks not present in corporate debt obligations. The issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and a Fund may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and the Fund’s NAV, may be more volatile than prices of U.S. debt obligations. In the past, certain emerging markets have encountered difficulties in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their sovereign debts.

A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign debtor’s policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrearages on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair such debtor’s ability or willingness to service its debts.

Foreign Currency Transactions. Certain Funds may engage in various strategies to hedge against currency risks. These strategies may consist of use of any of the following, some of which also have been described elsewhere in this SAI: options on currencies, currency futures, options on such futures, forward foreign currency transactions, forward rate agreements and currency swaps, caps and floors. Certain Funds may engage in such transactions in both U.S. and non-U.S. markets. To the extent a Fund enters into such transactions in markets other than in the U.S., the Fund may be subject to certain currency, settlement, liquidity, trading and other risks similar to those described above with respect to the Fund’s investments in foreign securities. In addition, certain Funds may engage in such transactions as a substitute for securities in which the Fund invests, to increase exposure to a foreign currency, to shift exposure from one foreign currency to another, for risk management purposes or to increase income or gain to the Fund.

While a Fund’s use of hedging strategies is intended to reduce the volatility of the net asset value of Fund shares, the net asset value of the Fund will fluctuate. There can be no assurance that a Fund’s hedging transactions will be effective. Furthermore, a Fund may only engage in hedging activities from time to time and may not necessarily be engaging in hedging activities when movements in currency exchange rates occur.

Certain Funds are authorized to deal in forward foreign exchange between currencies of the different countries in which the Fund will invest and multi-national currency units as a hedge against possible variations in the foreign exchange rate between these currencies. This is accomplished through contractual agreements entered into in the interbank market to purchase or sell one specified currency for

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another currency at a specified future date (up to one year) and price at the time of the contract. A Fund’s dealings in forward foreign exchange will be limited to hedging involving either specific transactions or portfolio positions.

Transaction Hedging. When a Fund engages in transaction hedging, it enters into foreign currency transactions with respect to specific receivables or payables of the Fund generally arising in connection with the purchase or sale of their portfolio securities. A Fund will engage in transaction hedging when it desires to “lock in” the U.S. dollar price of a security it has agreed to purchase or sell, or the U.S. dollar equivalent of a dividend or interest payment in a foreign currency. By transaction hedging, a Fund will attempt to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the applicable foreign currency during the period between the date on which the security is purchased or sold, or on which the dividend or interest payment is declared, and the date on which such payments are made or received.

A Fund may purchase or sell a foreign currency on a spot (or cash) basis at the prevailing spot rate in connection with the settlement of transactions in portfolio securities denominated in that foreign currency. Certain Funds reserve the right to purchase and sell foreign currency futures contracts traded in the U.S. and subject to regulation by the Commodity Futures Trading Commission (“CFTC”).

For transaction hedging purposes, a Fund may also purchase U.S. exchange-listed call and put options on foreign currency futures contracts and on foreign currencies. A put option on a futures contract gives a Fund the right to assume a short position in the foreign currency futures contract until expiration of the option. A put option on currency gives a Fund the right to sell a currency at an exercise price until the expiration of the option. A call option on a futures contract gives a Fund the right to assume a long position in the futures contract until the expiration of the option. A call option on currency gives a Fund the right to purchase a currency at the exercise price until the expiration of the option.

Position Hedging. When engaging in position hedging, a Fund will enter into foreign currency exchange transactions to protect against a decline in the values of the foreign currencies in which their portfolio securities are denominated or an increase in the value of currency for securities which a Fund’s Adviser expects to purchase. In connection with the position hedging, the Fund may purchase or sell foreign currency forward contracts or foreign currency on a spot basis. A Fund may purchase U.S. exchange-listed put or call options on foreign currency and foreign currency futures contracts and buy or sell foreign currency futures contracts traded in the U.S. and subject to regulation by the CFTC.

The precise matching of the amounts of foreign currency exchange transactions and the value of the portfolio securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the dates the currency exchange transactions are entered into and the dates they mature.

Forward Foreign Currency Exchange Contracts. For hedging purposes or to increase income or gain, a Fund may purchase forward foreign currency exchange contracts, sometimes referred to as “currency forwards” (“Forward Contracts”), which involve an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties in an amount and at a price set at the time of the contract. In the case of a cancelable Forward Contract, the holder has the unilateral right to cancel the contract at maturity by paying a specified fee. The contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers, so no intermediary is required. A Forward Contract generally has no deposit requirement, and no commissions are charged at any stage for trades.

At the maturity of a Forward Contract, a Fund may either accept or make delivery of the currency specified in the contract or, at or prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with the currency trader who is a party to the original forward contract.

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Foreign Currency Futures Contracts. Certain Funds may purchase foreign currency futures contracts. Foreign currency futures contracts traded in the U.S. are designed by and traded on exchanges regulated by the CFTC, such as the New York Mercantile Exchange. A Fund may enter into foreign currency futures contracts for hedging purposes and other risk management purposes as defined in CFTC regulations. Certain Funds may also enter into foreign currency futures transactions to increase exposure to a foreign currency, to shift exposure from one foreign currency to another or to increase income or gain to the Fund.

At the maturity of a futures contract, the Fund may either accept or make delivery of the currency specified in the contract, or at or prior to maturity enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to futures contracts are effected on a commodities exchange; a clearing corporation associated with the exchange assumes responsibility for closing out such contracts.

Positions in the foreign currency futures contracts may be closed out only on an exchange or board of trade which provides a secondary market in such contracts. There is no assurance that a secondary market on an exchange or board of trade will exist for any particular contract or at any particular time. In such event, it may not be possible to close a futures position; in the event of adverse price movements, the Fund would continue to be required to make daily cash payments of variation margin.

For more information on futures contacts, see “Futures Contracts” under the heading “Options and Futures Transactions” below.

Foreign Currency Options. Certain Funds may purchase U.S. exchange-listed call and put options on foreign currencies. Such options on foreign currencies operate similarly to options on securities. Options on foreign currencies are affected by all of those factors which influence foreign exchange rates and investments generally.

A Fund is authorized to purchase or sell listed foreign currency options and currency swap contracts as a short or long hedge against possible variations in foreign exchange rates. Such transactions may be effected with respect to hedges on non-U.S. dollar denominated securities (including securities denominated in the Euro) owned by the Fund, sold by the Fund but not yet delivered, committed or anticipated to be purchased by the Fund, or in transaction or cross-hedging strategies. As an illustration, a Fund may use such techniques to hedge the stated value in U.S. dollars of an investment in a Japanese yen-dominated security. In such circumstances, the Fund may purchase a foreign currency put option enabling it to sell a specified amount of yen for dollars at a specified price by a future date. To the extent the hedge is successful, a loss in the value of the dollar relative to the yen will tend to be offset by an increase in the value of the put option. To offset, in whole or in part, the cost of acquiring such a put option, the Fund also may sell a call option which, if exercised, requires it to sell a specified amount of yen for dollars at a specified price by a future date (a technique called a “straddle”). By selling the call option in this illustration, the Fund gives up the opportunity to profit without limit from increases in the relative value of the yen to the dollar.

Certain differences exist between these foreign currency hedging instruments. Foreign currency options provide the holder thereof the right to buy or to sell a currency at a fixed price on a future date. Listed options are third-party contracts (i.e., performance of the parties’ obligations is guaranteed by an exchange or clearing corporation) which are issued by a clearing corporation, traded on an exchange and have standardized strike prices and expiration dates. OTC options are two-party contracts and have negotiated strike prices and expiration dates. Options on futures contracts are traded on boards of trade or futures exchanges. Currency swap contracts are negotiated two-party agreements entered into in the interbank market whereby the parties exchange two foreign currencies at the inception of the contract and agree to reverse the exchange at a specified future time and at a specified exchange rate.

The value of a foreign currency option is dependent upon the value of the foreign currency and the U.S. dollar and may have no relationship to the investment merits of a foreign security. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that

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may be involved in the use of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market (generally consisting of transactions of less than $1 million) for the underlying foreign currencies at prices that are less favorable than those for round lots.

There is no systematic reporting of last sale information for foreign currencies and there is no regulatory requirement that quotations available through dealer or other market sources be firm or revised on a timely basis. Available quotation information is generally representative of very large transactions in the interbank market and thus may not reflect relatively smaller transactions (less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that the U.S. options markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that cannot be reflected in the options market.

Foreign Currency Conversion. Although foreign exchange dealers do not charge a fee for currency conversion, they do realize a profit based on the difference (the “spread”) between prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer.

Non-Deliverable Forwards. Some of the Funds may also invest in non-deliverable forwards (“NDFs”). NDFs are cash-settled, short-term forward contracts on foreign currencies that are thinly-traded, illiquid or otherwise non-convertible (each a “Reference Currency”). NDFs involve an obligation to pay an amount (the “Settlement Amount”) equal to the difference between the prevailing market exchange rate for the Reference Currency and the agreed upon exchange rate (the “NDF Rate”), with respect to an agreed notional amount. NDFs have a fixing date and a settlement (delivery) date. The fixing date is the date and time at which the difference between the prevailing market exchange rate and the agreed upon exchange rate is calculated. The settlement (delivery) date is the date by which the payment of the Settlement Amount is due to the party receiving payment.

Although NDFs are similar to forward foreign currency exchange contracts, NDFs do not require physical delivery of the Reference Currency on the settlement date. Rather, on the settlement date, the only transfer between the counterparties is the monetary settlement amount representing the difference between the NDF Rate and the prevailing market exchange rate. NDFs typically may have terms from one month up to two years and are settled in U.S. dollars.

NDFs are subject to many of the risks associated with derivatives in general and forward currency transactions including risks associated with fluctuations in foreign currency and the risk that the counterparty will fail to fulfill its obligations. The Funds will segregate or earmark liquid assets in an amount equal to the marked to market, on a daily basis, of the NDF.

The Funds will typically use NDFs for hedging purposes, but may from time to time, use such instruments to increase income or gain. The use of NDFs for hedging or to increase income or gain may not be successful, resulting in losses to the Fund, and the cost of such strategies may reduce the Funds’ respective returns.

Other Foreign Currency Hedging Strategies. New options and futures contracts and other financial products, and various combinations thereof, continue to be developed, and certain Funds may invest in any such options, contracts and products as may be developed to the extent consistent with the Fund’s investment objective, and the regulatory requirements applicable to investment companies, and subject to the supervision of the Trust’s Board of Trustees.

Risk Factors in Hedging Transactions. The following is a summary of certain risks associated with foreign currency hedging transactions:

Imperfect Correlation. Foreign currency hedging transactions present certain risks. In particular, the variable degree of correlation between price movements of the instruments used in hedging strategies

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and price movements in the security being hedged creates the possibility that losses on the hedging transaction may be greater than gains in the value of a Fund’s securities.

Liquidity. Hedging instruments may not be liquid in all circumstances. As a result, in volatile markets, the Funds may not be able to dispose of or offset a transaction without incurring losses. Although the contemplated use of hedging instruments should tend to reduce the risk of loss due to a decline in the value of the hedged security, at the same time the use of these instruments could tend to limit any potential gain which might result from an increase in the value of such security.

Leverage and Volatility Risk. Derivative instruments, including foreign currency derivatives, may sometimes increase or leverage a Fund’s exposure to a particular market risk. Leverage enhances the price volatility of derivative instruments held by a Fund.

Judgment of the Adviser. Successful use of hedging instruments by a Fund depends upon the ability of the applicable Adviser to predict correctly movements in the direction of interest and currency rates and other factors affecting markets for securities. If the expectations of the applicable Adviser are not met, a Fund would be in a worse position than if a hedging strategy had not been pursued. For example, if a Fund has hedged against the possibility of an increase in interest rates which would adversely affect the price of securities in its portfolio and the price of such securities increases instead, the Fund will lose part or all of the benefit of the increased value of its securities because it will have offsetting losses in its hedging positions. In addition, when hedging with instruments that require variation margin payments, if the Fund has insufficient cash to meet daily variation margin requirements, it may have to sell securities to meet such requirements.

Other Risks. Such sales of securities may, but will not necessarily, be at increased prices which reflect the rising market. Thus, a Fund may have to sell securities at a time when it is disadvantageous to do so.

It is impossible to forecast with precision the market value of portfolio securities at the expiration or maturity of a forward contract or futures contract. Accordingly, a Fund may have to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security or securities being hedged is less than the amount of foreign currency a Fund is obligated to deliver and if a decision is made to sell the security or securities and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security or securities if the market value of such security or securities exceeds the amount of foreign currency the Fund is obligated to deliver.

Transaction and position hedging do not eliminate fluctuations in the underlying prices of the securities which a Fund owns or expects to purchase or sell. Rather, an Adviser will employ these techniques in an effort to maintain an investment portfolio that is relatively neutral to fluctuations in the value of the U.S. dollar relative to major foreign currencies and establish a rate of exchange which one can achieve at some future point in time. Additionally, although these techniques tend to minimize the risk of loss due to a decline in the value of the hedged currency, they also tend to limit any potential gain which might result from the increase in the value of such currency. Moreover, it may not be possible for a Fund to hedge against a devaluation that is so generally anticipated that the Fund is not able to contract to sell the currency at a price above the anticipated devaluation level.

Inverse Floaters and Interest Rate Caps

Inverse floaters are instruments whose interest rates bear an inverse relationship to the interest rate on another security or the value of an index. The market value of an inverse floater will vary inversely with changes in market interest rates and will be more volatile in response to interest rate changes than that of a fixed rate obligation. Interest rate caps are financial instruments under which payments occur if an interest rate index exceeds a certain predetermined interest rate level, known as the cap rate, which is tied to a specific index. These financial products will be more volatile in price than securities which do not include such a structure.

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Investment Company Securities and Exchange Traded Funds

Investment Company Securities. A Fund may acquire the securities of other investment companies to the extent permitted under the 1940 Act and consistent with its investment objective and strategies. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that a Fund bears directly in connection with its own operations. Except as described below, the 1940 Act’s limits currently require that, as determined immediately after a purchase is made, (i) not more than 5% of the value of a fund’s total assets will be invested in the securities of any one investment company, (ii) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies as a group and (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by a fund.

The 1940 Act’s limits summarized above do not apply to any JPMorgan Fund which is a fund of funds (“Fund of Funds”) such as the JPMorgan Investor Funds (the “Investor Funds”) or the JPMorgan SmartRetirement Funds or to other Funds to the extent permitted by an order or rule issued by the SEC or as permitted by the 1940 Act. Effective July 31, 2006, under Rule 12d1-1 under the 1940 Act, any of the Funds may invest in affiliated and unaffiliated money market funds without limit subject to the acquiring Fund’s investment policies and restrictions and the conditions of the rule.

Pursuant to Rule 12d1-2 under the 1940 Act, effective as of July 31, 2006, funds of funds that previously were permitted only to invest in affiliated funds, government securities and short-term paper are now permitted under certain circumstances to invest in: (1) unaffiliated investment companies (subject to certain limits), (2) other types of securities (such as stocks, bonds and other securities) not issued by an investment company that are consistent with the fund’s investment policies and (3) affiliated or unaffiliated money market funds as part of “cash sweep” arrangements. One consequence of these new rules is that any fund, whether or not previously designated as a fund of funds, may invest without limit in affiliated funds if the acquisition is consistent with the investment policies of the fund and the restrictions of the rules. A Fund investing in affiliated funds under these new rules could not invest in a Fund that did not have a policy prohibiting it from investing in shares of other funds in reliance on Section 12(d)(1)(F) and (G) of the 1940 Act.

Exchange Traded Funds (“ETFs”). ETFs are ownership interests in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities or stocks designed to track the price performance and dividend yield of a particular broad-based, sector or international index. Broad based ETFs typically track a broad group of stocks from different industries and market sectors. For example, iShares S&P 500 Index Fund and Standard and Poor’s Depositary Receipts are ETFs that track the S&P 500 Index. Sector ETFs track companies represented in related industries within a sector of the economy. International ETFs track a group of stocks from a specific country.

ETFs also may hold a portfolio of debt securities. For example, iShares Lehman 1-3 Year Treasury Bond Fund invests in a portfolio of publicly issued, U.S. Treasury securities designed to track the Lehman Brothers 1-3 Year Treasury Index. Similarly, iShares iBoxx $ Inves tmen t Grade Corporate Bond Fund is designed to track a segment of the U.S. investment grade corporate bond market as defined by the iBoxx $ Liquid Investment Grade Index.

ETFs invest in a securities portfolio that includes substantially all of the securities (in substantially the same weights) as the securities included in the designated index. ETFs are traded on an exchange and, in some cases may not be redeemed. The results of ETFs will not match the performance of the designated index due to reductions in the performance attributable to transaction and other expenses, including fees paid by the ETF to service providers. ETFs are subject to risks specific to the performance of a few component securities if such securities represent a highly concentrated weighting in the designated index. ETFs are eligible to receive their portion of dividends, if any, accumulated on the securities held in trust, less fees and expenses of the trust.

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The investment vehicles issuing ETFs may not be actively managed. Rather, the investment vehicle’s objective is to track the performance of a specified index. Therefore, securities may be purchased, retained and sold at times when an actively managed fund would not do so. As a result, you can expect greater risk of loss (and a correspondingly greater prospect of gain) from changes in the value of securities that are heavily weighted in the index than would be the case if the investment vehicle was not fully invested in such securities.

Select sector ETFs and other types of ETFs continue to be developed. As new products are developed, the Funds may invest in them to the extent consistent with the Fund’s investment objective, policies and restrictions.

Unless permitted by the 1940 Act or an order or rule issued by the SEC (see “ Investment Company Securities ” above for more information), the Fund’s investments in unaffiliated ETFs are subject to certain percentage limitations of the 1940 Act regarding investments in other investment companies. As a general matter, these percentage limitations currently require a Fund to limit its investments in any one issue of ETFs to 5% of the Fund’s total assets and 3% of the outstanding voting securities of the ETF issue. Moreover, a Fund’s investments in all ETFs may not currently exceed 10% of the Fund’s total assets under the 1940 Act, when aggregated with all other investments in investment companies.

SEC exemptive orders granted to various iShares funds (which are ETFs) and other ETFs and their investment advisers permit the Funds 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 to the Fund are for services that are in addition to, and not duplicative of, the advisory services provided to those ETFs.

Loan Assignments and Participations Some of the Funds may invest in fixed and floating rate loans (“Loans”). Loans may include senior floating rate loans (“Senior Loans”) and secured and unsecured loans, second lien or more junior loans and bridge loans (“Junior Loans”). Loans are typically arranged through private negotiations between borrowers in the U.S. or in foreign or emerging markets which may be corporate issuers or issuers of sovereign debt obligations (“Obligors”) and one or more financial institutions and other lenders (“Lenders”). Generally, the Funds invest in Loans by purchasing assignments of all or a portion of Loans (“Assignments”) or Loan participations (“Participations”) from third parties.

A Fund has direct rights against the Obligor on the Loan when it purchases an Assignment. Because Assignments are arranged through private negotiations between potential assignees and potential assignors, however, the rights and obligations acquired by a Fund as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Lender. With respect to Participations, typically, a Fund will have a contractual relationship only with the Lender and not with the Obligor. The agreement governing Participations may limit the rights of a Fund to vote on certain changes which may be made to the Loan agreement, such as waiving a breach of a covenant. However, the holder of a Participation will generally have the right to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate. Participations may entail certain risks relating to the creditworthiness of the parties from which the participations are obtained.

A Loan is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a group of Loan investors. The Agent typically administers and enforces the Loan on behalf of the other Loan investors in the syndicate. The Agent’s duties may include responsibility for the collection of principal and interest payments from the Obligor and the apportionment of these payments to the credit of all Loan investors. The Agent is also typically responsible for monitoring compliance with the covenants contained in the Loan agreement based upon reports prepared by the Obligor. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Loan investors. In the event of a default by the Obligor, it is possible, though unlikely, that the Fund could receive a portion of the borrower’s collateral. If the Fund receives collateral other than cash, any proceeds received from liquidation of such collateral will be available for investment as part of the Fund’s portfolio.

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In the process of buying, selling and holding Senior Loans, a Fund may receive and/or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When a Fund buys or sells a Loan it may pay a fee. In certain circumstances, a Fund may receive a prepayment penalty fee upon prepayment of a Loan.

Additional Information concerning Senior Loans. Senior Loans typically hold the most senior position in the capital structure of the Obligor, are typically secured with specific collateral and have a claim on the assets and/or stock of the Obligor that is senior to that held by subordinated debtholders and shareholders of the Obligor. Collateral for Senior Loans may include (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights; and/or (iv) security interests in shares of stock of subsidiaries or affiliates.

Additional Information concerning Junior Loans. Junior Loans include secured and unsecured loans including subordinated loans, second lien and more junior loans, and bridge loans. Second lien and more junior loans (“Junior Lien Loans”) are generally second or further in line in terms of repayment priority. In addition, Junior Lien Loans may have a claim on the same collateral pool as the first lien or other more senior liens or may be secured by a separate set of assets. Junior Lien Loans generally give investors priority over general unsecured creditors in the event of an asset sale.

Junior Loans that are bridge loans or bridge facilities (“Bridge Loans”) are short-term loan arrangements (e.g., 12 to 18 months) typically made by an Obligor in anticipation of intermediate-term or long-term permanent financing. Most Bridge Loans are structured as floating-rate debt with step-up provisions under which the interest rate on the Bridge Loan rises the longer the Loan remains outstanding. In addition, Bridge Loans commonly contain a conversion feature that allows the Bridge Loan investor to convert its Loan interest to senior exchange notes if the Loan has not been prepaid in full on or prior to its maturity date. Bridge Loans may be subordinate to other debt and may be secured or undersecured.

Additional Information concerning unfunded commitments. Unfunded commitments are contractual obligations pursuant to which the Fund agrees to invest in a Loan at a future date. Typically, the Fund receives a commitment fee for entering into the Unfunded Commitment.

Additional Information concerning synthetic letters of credit. Loans include synthetic letters of credit. In a synthetic letter of credit transaction, the Lender typically creates a special purpose entity or a credit-linked deposit account for the purpose of funding a letter of credit to the borrower. When a Fund invests in a synthetic letter of credit, the Fund is typically paid a rate based on the Lender’s borrowing costs and the terms of the synthetic letter of credit. Synthetic letters of credit are typically structured as Assignments with the Fund acquiring direct rights against the Obligor.

Limitations on Investments in Loan Assignments and Participations. If a government entity is a borrower on a Loan, the Fund will consider the government to be the issuer of an Assignment or Participation for purposes of a Fund’s fundamental investment policy that it will not invest 25% or more of its total assets in securities of issuers conducting their principal business activities in the same industry (i.e., foreign government).

Risk Factors of Loan Assignments and Participations. Loans are subject to the risks associated with debt obligations in general including interest rate risk, credit risk and market risk. When a Loan is acquired from a Lender, the risk includes the credit risk associated with the Obligor of the underlying Loan. The Fund may incur additional credit risk when the Fund acquires a participation in a Loan from another lender because the Fund must assume the risk of insolvency or bankruptcy of the other lender from which the Loan was acquired. To the extent that Loans involve Obligors in foreign or emerging markets, such Loans are subject to the risks associated with foreign investments or investments in emerging markets in general. The following outlines some of the additional risks associated with Loan Assignments and Participations.

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	High Yield Securities Risk. The Loans that a Fund invests in may not be rated by an NRSRO, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. To the extent that such high yield Loans are rated, they typically will be rated below investment grade and are subject to an increased risk of default in the payment of principal and interest as well as the other risks described under “High Yield/High Risk Securities/Junk Bonds.” Loans are vulnerable to market sentiment such that economic conditions or other events may reduce the demand for Loans and cause their value to decline rapidly and unpredictably.

	Liquidity Risk. Although the Funds limit their investments in illiquid securities to no more than 15% of the Fund’s net assets at the time of purchase, Loans that are deemed to be liquid at the time of purchase may become illiquid or less liquid. No active trading market may exist for certain Loans and certain Loans may be subject to restrictions on resale or have a limited secondary market. Certain Loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. The inability to dispose of certain Loans in a timely fashion or at a favorable price could result in losses to a Fund.

	Collateral, Subordination and Litigation Risk. With respect to Loans that are secured, a Fund is subject to the risk that collateral securing the Loan will decline in value or have no value or that the Fund’s lien is or will become junior in payment to other liens. A decline in value, whether as a result of bankruptcy proceedings or otherwise, could cause the Loan to be undercollateralized or unsecured. There may be no formal requirement for the Obligor to pledge additional collateral. In addition, collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy an Obligor’s obligation on a Loan.

	If an Obligor becomes involved in bankruptcy proceedings, a court may invalidate the Loan or the Fund’s security interest in loan collateral or subordinate the Fund’s rights under a Senior Loan or Junior Loan to the interest of the Obligor’s other creditors, including unsecured creditors, or cause interest or principal previously paid to be refunded to the Obligor. If a court required interest or principal to be refunded, it could negatively affect Fund performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the Obligor did not receive fair consideration for granting the security interest in the Loan collateral to a Fund. For Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the Obligor, but were instead paid to other persons (such as shareholders of the Obligor) in an amount which left the Obligor insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of a Fund’s security interest in Loan collateral. If the Fund’s security interest in Loan collateral is invalidated or the Senior Loan is subordinated to other debt of an Obligor in bankruptcy or other proceedings, the Fund would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or the Fund could have to refund interest.

	Lenders and investors in Loans can be sued by other creditors and shareholders of the Obligors. Losses can be greater than the original Loan amount and occur years after the principal and interest on the Loan has been repaid.

	Agent Risk. Selling Lenders, Agents and other entities who may be positioned between a Fund and the Obligor will likely conduct their principal business activities in the banking, finance and financial services industries. Investments in Loans may be more impacted by a single economic, political or regulatory occurrence affecting such industries than other types of investments. Entities engaged in such industries may be more susceptible to, among other things, fluctuations in interest rates, changes in the Federal Open Market Committee’s monetary policy, government regulations concerning such industries and concerning capital raising activities generally and fluctuations in the financial markets generally. An Agent, Lender or other entity positioned between a Fund and the Obligor may become insolvent or enter FDIC receivership or bankruptcy.

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	The Fund might incur certain costs and delays in realizing payment on a Loan or suffer a loss of principal and/or interest if assets or interests held by the Agent, Lender or other party positioned between the Fund and the Obligor are determined to be subject to the claims of the Agent’s, Lender’s or such other party’s creditors.

	Regulatory Changes. To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make Loans, particularly in connection with highly leveraged transactions, the availability of Loans for investment may be adversely affected. Furthermore, such legislation or regulation could depress the market value of Loans held by the Fund.

	Inventory Risk. Affiliates of the Adviser may participate in the primary and secondary market for Loans. Because of limitations imposed by applicable law, the presence of the Adviser’s affiliates in the Loan market may restrict a Fund’s ability to acquire some Loans, affect the timing of such acquisition or affect the price at which the Loan is acquired.

	Information Risk. There is typically less publicly available information concerning Loans than other types of fixed income investments. As a result, a Fund generally will be dependent on reports and other information provided by the Obligor, either directly or through an Agent, to evaluate the Obligor’s creditworthiness or to determine the Obligor’s compliance with the covenants and other terms of the Loan Agreement. Such reliance may make investments in Loans more susceptible to fraud than other types of investments. In addition, because the Adviser may wish to invest in the publicly traded securities of an Obligor, it may not have access to material non-public information regarding the Obligor to which other Loan investors have access.

	Junior Loan Risk. Junior Loans are subject to the same general risks inherent to any Loan investment. Due to their lower place in the Obligor’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Obligor. Junior Loans that are Bridge Loans generally carry the expectation that the Obligor will be able to obtain permanent financing in the near future. Any delay in obtaining permanent financing subjects the Bridge Loan investor to increased risk. An Obligor’s use of Bridge Loans also involves the risk that the Obligor may be unable to locate permanent financing to replace the Bridge Loan, which may impair the Obligor’s perceived creditworthiness.

Miscellaneous Investment Strategies and Risks

Borrowings. A Fund may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of a Fund’s assets and may cause a Fund to liquidate portfolio positions when it would not be advantageous to do so. This borrowing may be secured or unsecured. If a Fund utilizes borrowings, for investment purposes or otherwise, it may pledge up to 33⅓% of its total assets to secure such borrowings. Provisions of the 1940 Act require a Fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the Fund’s total assets made for temporary administrative or emergency purposes. Any borrowings for temporary administrative purposes in excess of 5% of the Fund’s total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, a Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time. Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Fund’s portfolio. Money borrowed will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased. A Fund also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

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Certain types of investments are considered to be borrowings under precedents issued by the SEC. Such investments are subject to the limitations as well as asset segregation requirements. In addition, each Fund may enter into Interfund Lending Arrangements. Please see “Interfund Lending”.

Commodity-Linked Derivatives. Commodity-linked derivatives are derivative instruments the value of which is linked to the value of a commodity, commodity index or commodity futures contract. A Fund’s investment in commodity-linked derivative instruments may subject the Fund to greater volatility than investments in traditional securities, particularly if the instruments involve leverage. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Use of leveraged commodity-linked derivatives creates the possibility for greater loss (including the likelihood of greater volatility of the Fund’s net asset value), and there can be no assurance that a Fund’s use of leverage will be successful. Tax considerations may limit a Fund’s ability to pursue investments in commodity-linked derivatives.

Exemptive Relief to Invest in Financial Instruments. The SEC granted the JPMorgan Funds exemptive relief from Rule 12d1-2(a) under the 1940 Act, permitting funds relying on Rule 12d1-2, such as the JPMorgan SmartRetirement Funds, to make investments in financial instruments that may not be considered “securities” as defined in Section 2(a)(36) of the 1940 Act. Therefore, such Funds of Funds may invest directly in financial instruments in addition to other JPMorgan Funds and securities as permitted by the 1940 Act.

Impact of Large Redemptions and Purchases of Fund Shares. From time to time, shareholders of a Fund (which may include affiliates of the Adviser or, for certain Funds, affiliated and/or non-affiliated registered investment companies that invest in a Fund) may make relatively large redemptions or purchases of Fund shares. These transactions may cause the Fund to have to sell securities, or invest additional cash, as the case may be. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on the Fund’s performance to the extent that the Fund is required to sell securities or invest cash at times when it would not otherwise do so, which may result in a loss to the Fund. These transactions may result in higher portfolio turnover, accelerate the realization of taxable income if sales of securities resulted in capital gains or other income and increase transaction costs, which may impact the Fund’s expense ratio. To the extent that such transactions result in short-term capital gains, such gains will generally be taxed at the ordinary income tax rate.

Interfund Lending. To satisfy redemption requests or to cover unanticipated cash shortfalls, a Fund may enter into lending agreements (“Interfund Lending Agreements”) under which the Fund would lend money and borrow money for temporary purposes directly to and from another JPMorgan Fund through a credit facility (“Interfund Loan”), subject to meeting the conditions of an SEC exemptive order granted to the Funds permitting such interfund lending. No Fund may borrow more than the lesser of the amount permitted by Section 18 of the 1940 Act or the amount permitted by its investment limitations. All Interfund Loans will consist only of uninvested cash reserves that the Fund otherwise would invest in short-term repurchase agreements or other short-term instruments.

If a Fund has outstanding borrowings, any Interfund Loans to the Fund (a) will be at an interest rate equal to or lower than any outstanding bank loan, (b) will be secured at least on an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding bank loan that requires collateral, (c) will have a maturity no longer than any outstanding bank loan (and in any event not over seven days) and (d) will provide that, if an event of default occurs under any agreement evidencing an outstanding bank loan to the Fund, the event of default will automatically (without need for action or notice by the lending Fund) constitute an immediate event of default under the Interfund Lending Agreement entitling the lending Fund to call the Interfund Loan (and exercise all rights with respect to any collateral) and that such call will be made if the lending bank exercises its right to call its loan under its agreement with the borrowing Fund.

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A Fund may make an unsecured borrowing through the credit facility if its outstanding borrowings from all sources immediately after the interfund borrowing total 10% or less of its total assets; provided, that if the Fund has a secured loan outstanding from any other lender, including but not limited to another JPMorgan Fund, the Fund’s interfund borrowing will be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding loan that requires collateral. If a Fund’s total outstanding borrowings immediately after an interfund borrowing would be greater than 10% of its total assets, the Fund may borrow through the credit facility on a secured basis only. A Fund may not borrow through the credit facility nor from any other source if its total outstanding borrowings immediately after the interfund borrowing would exceed the limits imposed by Section 18 of the 1940 Act.

No Fund may lend to another Fund through the interfund lending credit facility if the loan would cause its aggregate outstanding loans through the credit facility to exceed 15% of the lending Fund’s net assets at the time of the loan. A Fund’s Interfund Loans to any one Fund shall not exceed 5% of the lending Fund’s net assets. The duration of Interfund Loans is limited to the time required to receive payment for securities sold, but in no event may the duration exceed seven days. Loans effected within seven days of each other will be treated as separate loan transactions for purposes of this condition. Each Interfund Loan may be called on one business day’s notice by a lending Fund and may be repaid on any day by a borrowing Fund.

The limitations detailed above and the other conditions of the SEC exemptive order permitting interfund lending are designed to minimize the risks associated with interfund lending for both the lending fund and the borrowing fund. However, no borrowing or lending activity is without risk. When a Fund borrows money from another Fund, there is a risk that the loan could be called on one day’s notice or not renewed, in which case the Fund may have to borrow from a bank at higher rates if an Interfund Loan were not available from another Fund. A delay in repayment to a lending Fund could result in a lost opportunity or additional lending costs.

Master Limited Partnerships. Certain companies are organized as master limited partnerships (“MLPs”) in which ownership interests are publicly traded. MLPs often own several properties or businesses (or directly own interests) that are related to real estate development and oil and gas industries, but they also may finance motion pictures, research and development and other projects or provide financial services. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invests in an MLP) are not involved in the day-to-day management of the partnership. They are allocated income and capital gains associated with the partnership project in accordance with the terms established in the partnership agreement.

The risks of investing in an MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in an MLP than investors in a corporation. Additional risks involved with investing in an MLP are risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries.

New Financial Products. New options and futures contracts and other financial products, and various combinations thereof, including over-the-counter products, continue to be developed. These various products may be used to adjust the risk and return characteristics of certain Funds’ investments. These various products may increase or decrease exposure to security prices, interest rates, commodity prices, or other factors that affect security values, regardless of the issuer’s credit risk. If market conditions do not perform as expected, the performance of a Fund would be less favorable than it would have been if these products were not used. In addition, losses may occur if counterparties involved in transactions do not perform as promised. These products may expose the Fund to potentially greater return as well as potentially greater risk of loss than more traditional fixed income investments.

Private Placements, Restricted Securities and Other Unregistered Securities. Subject to its policy limitation, a Fund may acquire investments that are illiquid or have limited liquidity, such as commercial obligations issued in reliance on the so-called “private placement” exemption from registration

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afforded by Section 4(2) under the Securities Act of 1933, as amended (the “1933 Act”), and cannot be offered for public sale in the U.S. without first being registered under the 1933 Act. An illiquid investment is any investment that cannot be disposed of within seven days in the normal course of business at approximately the amount at which it is valued by a Fund. The price a Fund pays for illiquid securities or receives upon resale may be lower than the price paid or received for similar securities with a more liquid market. Accordingly the valuation of these securities will reflect any limitations on their liquidity.

A Fund is subject to a risk that should the Fund decide to sell illiquid securities when a ready buyer is not available at a price the Fund deems representative of their value, the value of the Fund’s net assets could be adversely affected. Where an illiquid security must be registered under the 1933 Act before it may be sold, a Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the time of the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, a Fund might obtain a less favorable price than prevailed when it decided to sell.

The Funds may invest in commercial paper issued in reliance on the exemption from registration afforded by Section 4(2) of the 1933 Act and other restricted securities (i.e., other securities subject to restrictions on resale). Section 4(2) commercial paper (“4(2) paper”) is restricted as to disposition under federal securities law and is generally sold to institutional investors, such as the Funds, that agree that they are purchasing the paper for investment purposes and not with a view to public distribution. Any resale by the purchaser must be in an exempt transaction. 4(2) paper is normally resold to other institutional investors through or with the assistance of the issuer or investment dealers who make a market in 4(2) paper, thus providing liquidity. The Funds believe that 4(2) paper and possibly certain other restricted securities which meet the criteria for liquidity established by the Trustees are quite liquid. The Funds intend, therefore, to treat restricted securities that meet the liquidity criteria established by the Board of Trustees, including 4(2) paper and Rule 144A Securities, as determined by the Fund’s Adviser, as liquid and not subject to the investment limitation applicable to illiquid securities.

The ability of the Trustees to determine the liquidity of certain restricted securities is permitted under an SEC Staff position set forth in the adopting release for Rule 144A under the 1933 Act (“Rule 144A”). Rule 144A is a nonexclusive safe-harbor for certain secondary market transactions involving securities subject to restrictions on resale under federal securities laws. Rule 144A provides an exemption from registration for resales of otherwise restricted securities to qualified institutional buyers. Rule 144A was expected to further enhance the liquidity of the secondary market for securities eligible for resale. The Funds believe that the Staff of the SEC has left the question of determining the liquidity of all restricted securities to the Trustees. The Trustees have directed each Fund’s Adviser to consider the following criteria in determining the liquidity of certain restricted securities:


	•	the frequency of trades and quotes for the security;

	•	the number of dealers willing to purchase or sell the security and the number of other potential buyers;

	•	dealer undertakings to make a market in the security; and

	•	the nature of the security and the nature of the marketplace trades.

Certain 4(2) paper programs cannot rely on Rule 144A because, among other things, they were established before the adoption of the rule. However, the Trustees may determine for purposes of the Trust’s liquidity requirements that an issue of 4(2) paper is liquid if the following conditions, which are set forth in a 1994 SEC no-action letter, are met:


	•	The 4(2) paper must not be traded flat or in default as to principal or interest;

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	•	The 4(2) paper must be rated in one of the two highest rating categories by at least two NRSROs, or if only one NRSRO rates the security, by that NRSRO, or if unrated, is determined by a Fund’s Adviser to be of equivalent quality;

	•	The Fund’s Adviser must consider the trading market for the specific security, taking into account all relevant factors, including but not limited, to whether the paper is the subject of a commercial paper program that is administered by an issuing and paying agent bank and for which there exists a dealer willing to make a market in that paper, or is administered by a direct issuer pursuant to a direct placement program;

	•	The Fund’s Adviser shall monitor the liquidity of the 4(2) paper purchased and shall report to the Board of Trustees promptly if any such securities are no longer determined to be liquid if such determination causes a Fund to hold more than 10% of its net assets in illiquid securities in order for the Board of Trustees to consider what action, if any, should be taken on behalf of the Trust, unless the Fund’s Adviser is able to dispose of illiquid assets in an orderly manner in an amount that reduces the Fund’s holdings of illiquid assets to less than 10% of its net assets; and

	•	The Fund’s Adviser shall report to the Board of Trustees on the appropriateness of the purchase and retention of liquid restricted securities under these guidelines no less frequently than quarterly.

Securities Issued in Connection with Reorganizations and Corporate Restructuring. Debt securities may be downgraded and issuers of debt securities including investment grade securities may default in the payment of principal or interest or be subject to bankruptcy proceedings. In connection with reorganizing or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities. A Fund may hold such common stock and other securities even though it does not ordinarily invest in such securities.

Temporary Defensive Positions. To respond to unusual market conditions, all of the Funds may invest their assets in cash or cash equivalents. Cash equivalents are highly liquid, high quality instruments with maturities of three months or less on the date they are purchased (“Cash Equivalents”) for temporary defensive purposes. These investments may result in a lower yield than lower-quality or longer term investments and may prevent the Funds from meeting their investment objectives. The percentage of Fund’s total assets that a Fund may invest in cash or cash equivalents is described in the applicable Fund’s Prospectuses. They include securities issued by the U.S. government, its agencies and instrumentalities, repurchase agreements with maturities of 7 days or less (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.

Mortgage-Related Securities

Mortgages (Directly Held). Mortgages are debt instruments secured by real property. Unlike mortgage-backed securities, which generally represent an interest in a pool of mortgages, direct investments in mortgages involve prepayment and credit risks of an individual issuer and real property. Consequently, these investments require different investment and credit analysis by a Fund’s Adviser.

Directly placed mortgages may include residential mortgages, multifamily mortgages, mortgages on cooperative apartment buildings, commercial mortgages, and sale-leasebacks. These investments are backed by assets such as office buildings, shopping centers, retail stores, warehouses, apartment buildings and single-family dwellings. In the event that a Fund forecloses on any non-performing mortgage, and acquires a direct interest in the real property, such Fund will be subject to the risks generally associated with the ownership of real property. There may be fluctuations in the market value of the foreclosed property and its occupancy rates, rent schedules and operating expenses. There may also be adverse changes in local, regional or general economic conditions, deterioration of the real estate market and the financial circumstances of tenants and sellers, unfavorable changes in zoning, building, environmental and

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other laws, increased real property taxes, rising interest rates, reduced availability and increased cost of mortgage borrowings, the need for unanticipated renovations, unexpected increases in the cost of energy, environmental factors, acts of God and other factors which are beyond the control of a Fund or the Fund’s Adviser. Hazardous or toxic substances may be present on, at or under the mortgaged property and adversely affect the value of the property. In addition, the owners of property containing such substances may be held responsible, under various laws, for containing, monitoring, removing or cleaning up such substances. The presence of such substances may also provide a basis for other claims by third parties. Costs of clean up or of liabilities to third parties may exceed the value of the property. In addition, these risks may be uninsurable. In light of these and similar risks, it may be impossible to dispose profitably of properties in foreclosure.

Mortgage-Backed Securities (CMOs and REMICs). Mortgage-backed securities include collateralized mortgage obligations (“CMOs”) and Real Estate Mortgage Investment Conduits (“REMICs”). A REMIC is a CMO that qualifies for special tax treatment under the Code and invests in certain mortgages principally secured by interests in real property and other permitted investments.

Mortgage-backed securities represent pools of mortgage loans assembled for sale to investors by:


	•	various governmental agencies such as the Government National Mortgage Association (“Ginnie Mae”);

	•	organizations such as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”); and

	•	non-governmental issuers such as commercial banks, savings and loan institutions, mortgage bankers, and private mortgage insurance companies (non-governmental mortgage securities cannot be treated as U.S. government securities for purposes of investment policies).

There are a number of important differences among the agencies and instrumentalities of the U.S. government that issue mortgage-related securities and among the securities that they issue.

Ginnie Mae Securities. Mortgage-related securities issued by Ginnie Mae include Ginnie Mae Mortgage Pass-Through Certificates which are guaranteed as to the timely payment of principal and interest by Ginnie Mae. Ginnie Mae’s guarantee is backed by the full faith and credit of the U.S. Ginnie Mae is a wholly-owned U.S. government corporation within the Department of Housing and Urban Development. Ginnie Mae certificates also are supported by the authority of Ginnie Mae to borrow funds from the U.S. Treasury to make payments under its guarantee.

Fannie Mae Securities. Mortgage-related securities issued by Fannie Mae include Fannie Mae Guaranteed Mortgage Pass-Through Certificates which are solely the obligations of Fannie Mae and are not backed by or entitled to the full faith and credit of the U.S. Fannie Mae is a government-sponsored organization owned entirely by private stockholders. Fannie Mae Certificates are guaranteed as to timely payment of the principal and interest by Fannie Mae.

Freddie Mac Securities. Mortgage-related securities issued by Freddie Mac include Freddie Mac Mortgage Participation Certificates. Freddie Mac is a corporate instrumentality of the U.S., created pursuant to an Act of Congress, which is owned by private stockholders. Freddie Mac Certificates are not guaranteed by the U.S. or by any Federal Home Loan Bank and do not constitute a debt or obligation of the U.S. or of any Federal Home Loan Bank. Freddie Mac Certificates entitle the holder to timely payment of interest, which is guaranteed by Freddie Mac. Freddie Mac guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When Freddie Mac does not guarantee timely payment of principal, Freddie Mac may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.

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For more information on recent events impacting Fannie Mae and Freddie Mac securities, see “Recent Events Regarding Fannie Mae and Freddie Mac Securities” under the heading “Risk Factors of Mortgage-Related Securities” below.

CMOs and guaranteed REMIC pass-through certificates (“REMIC Certificates”) issued by Fannie Mae, Freddie Mac, Ginnie Mae and private issuers are types of multiple class pass-through securities. Investors may purchase beneficial interests in REMICs, which are known as “regular” interests or “residual” interests. The Funds do not currently intend to purchase residual interests in REMICs. The REMIC Certificates represent beneficial ownership interests in a REMIC Trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae guaranteed mortgage pass-through certificates (the “Mortgage Assets”). The obligations of Fannie Mae, Freddie Mac or Ginnie Mae under their respective guaranty of the REMIC Certificates are obligations solely of Fannie Mae, Freddie Mac or Ginnie Mae, respectively.


	Fannie Mae REMIC Certificates. Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by Fannie Mae. In addition, Fannie Mae will be obligated to distribute the principal balance of each class of REMIC Certificates in full, whether or not sufficient funds are otherwise available.

	Freddie Mac REMIC Certificates. Freddie Mac guarantees the timely payment of interest, and also guarantees the payment of principal as payments are required to be made on the underlying mortgage participation certificates (“PCs”). PCs represent undivided interests in specified residential mortgages or participation therein purchased by Freddie Mac and placed in a PC pool. With respect to principal payments on PCs, Freddie Mac generally guarantees ultimate collection of all principal of the related mortgage loans without offset or deduction. Freddie Mac also guarantees timely payment of principal on certain PCs referred to as “Gold PCs.”

	Ginnie Mae REMIC Certificates. Ginnie Mae guarantees the full and timely payment of interest and principal on each class of securities (in accordance with the terms of those classes as specified in the related offering circular supplement). The Ginnie Mae guarantee is backed by the full faith and credit of the U.S.

REMIC Certificates issued by Fannie Mae, Freddie Mac and Ginnie Mae are treated as U.S. Government securities for purposes of investment policies.

CMOs and REMIC Certificates provide for the redistribution of cash flow to multiple classes. Each class of CMOs or REMIC Certificates, often referred to as a “tranche,” is issued at a specific adjustable or fixed interest rate and must be fully retired no later than its final distribution date. This reallocation of interest and principal results in the redistribution of prepayment risk across different classes. This allows for the creation of bonds with more or less risk than the underlying collateral exhibits. Principal prepayments on the mortgage loans or the Mortgage Assets underlying the CMOs or REMIC Certificates may cause some or all of the classes of CMOs or REMIC Certificates to be retired substantially earlier than their final distribution dates. Generally, interest is paid or accrues on all classes of CMOs or REMIC Certificates on a monthly basis.

The principal of and interest on the Mortgage Assets may be allocated among the several classes of CMOs or REMIC Certificates in various ways. In certain structures (known as “sequential pay” CMOs or REMIC Certificates), payments of principal, including any principal prepayments, on the Mortgage Assets generally are applied to the classes of CMOs or REMIC Certificates in the order of their respective final distribution dates. Thus, no payment of principal will be made on any class of sequential pay CMOs or REMIC Certificates until all other classes having an earlier final distribution date have been paid in full.

Additional structures of CMOs and REMIC Certificates include, among others, principal only structures, interest only structures, inverse floaters and “parallel pay” CMOs and REMIC Certificates. Certain of these structures may be more volatile than other types of CMO and REMIC structures. Parallel pay CMOs or REMIC Certificates are those which are structured to apply principal payments and

Part II - 28

prepayments of the Mortgage Assets to two or more classes concurrently on a proportionate or disproportionate basis. These simultaneous payments are taken into account in calculating the final distribution date of each class.

A wide variety of REMIC Certificates may be issued in the parallel pay or sequential pay structures. These securities include accrual certificates (also known as “Z-Bonds”), which only accrue interest at a specified rate until all other certificates having an earlier final distribution date have been retired and are converted thereafter to an interest-paying security, and planned amortization class (“PAC”) certificates, which are parallel pay REMIC Certificates which generally require that specified amounts of principal be applied on each payment date to one or more classes of REMIC Certificates (the “PAC Certificates”), even though all other principal payments and prepayments of the Mortgage Assets are then required to be applied to one or more other classes of the certificates. The scheduled principal payments for the PAC Certificates generally have the highest priority on each payment date after interest due has been paid to all classes entitled to receive interest currently. Shortfalls, if any, are added to the amount of principal payable on the next payment date. The PAC Certificate payment schedule is taken into account in calculating the final distribution date of each class of PAC. In order to create PAC tranches, one or more tranches generally must be created that absorb most of the volatility in the underlying Mortgage Assets. These tranches tend to have market prices and yields that are much more volatile than the PAC classes. The Z-Bonds in which the Funds may invest may bear the same non-credit-related risks as do other types of Z-Bonds. Z-Bonds in which the Fund may invest will not include residual interest.

Mortgage Dollar Rolls. When a Fund enters into mortgage dollar rolls, it sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. When a Fund enters into mortgage dollar rolls, the Fund will earmark and reserve until the settlement date Fund assets, in cash or liquid securities, in an amount equal to the forward purchase price. A Fund benefits to the extent of:


	•	any difference between the price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”); or

	•	fee income plus the interest earned on the cash proceeds of the securities sold until the settlement date of the forward purchase.

Unless such benefits exceed the income, capital appreciation or gains on the securities sold as part of the mortgage dollar roll, the investment performance of a Fund will be less than what the performance would have been without the use of mortgage dollar rolls. The benefits of mortgage dollar rolls may depend upon a Fund’s Adviser’s ability to predict mortgage prepayments and interest rates. There is no assurance that mortgage dollar rolls can be successfully employed. The Funds currently intend to enter into mortgage dollar rolls that are accounted for as a financing transaction. For purposes of diversification and investment limitations, mortgage dollar rolls are considered to be mortgage-backed securities.

Stripped Mortgage-Backed Securities. Stripped Mortgage-Backed Securities (“SMBS”) are derivative multi-class mortgage securities issued outside the REMIC or CMO structure. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of mortgage assets. A common type of SMBS will have one class receiving all of the interest from the mortgage assets (“IOs”), while the other class will receive all of the principal (“POs”). Mortgage IOs receive monthly interest payments based upon a notional amount that declines over time as a result of the normal monthly amortization and unscheduled prepayments of principal on the associated mortgage POs.

Part II - 29

In addition to the risks applicable to Mortgage-Related Securities in general, SMBS are subject to the following additional risks:


	Prepayment/Interest Rate Sensitivity. SMBS are extremely sensitive to changes in prepayments and interest rates. Even though these securities have been guaranteed by an agency or instrumentality of the U.S. government, under certain interest rate or prepayment rate scenarios, the Funds may lose money on investments in SMBS.

	Interest Only SMBS. Changes in prepayment rates can cause the return on investment in IOs to be highly volatile. Under extremely high prepayment conditions, IOs can incur significant losses.

	Principal Only SMBS. POs are bought at a discount to the ultimate principal repayment value. The rate of return on a PO will vary with prepayments, rising as prepayments increase and falling as prepayments decrease. Generally, the market value of these securities is unusually volatile in response to changes in interest rates.

	Yield Characteristics. Although SMBS may yield more than other mortgage-backed securities, their cash flow patterns are more volatile and there is a greater risk that any premium paid will not be fully recouped. A Fund’s Adviser will seek to manage these risks (and potential benefits) by investing in a variety of such securities and by using certain analytical and hedging techniques.

Adjustable Rate Mortgage Loans. Certain Funds may invest in adjustable rate mortgage loans(“ARMs”). ARMs eligible for inclusion in a mortgage pool will generally provide for a fixed initial mortgage interest rate for a specified period of time. Thereafter, the interest rates (the “Mortgage Interest Rates”) may be subject to periodic adjustment based on changes in the applicable index rate (the “Index Rate”). The adjusted rate would be equal to the Index Rate plus a gross margin, which is a fixed percentage spread over the Index Rate established for each ARM at the time of its origination.

Adjustable interest rates can cause payment increases that some borrowers may find difficult to make. However, certain ARMs may provide that the Mortgage Interest Rate may not be adjusted to a rate above an applicable lifetime maximum rate or below an applicable lifetime minimum rate for such ARM. Certain ARMs may also be subject to limitations on the maximum amount by which the Mortgage Interest Rate may adjust for any single adjustment period (the “Maximum Adjustment”). Other ARMs (“Negatively Amortizing ARMs”) may provide instead or as well for limitations on changes in the monthly payment on such ARMs. Limitations on monthly payments can result in monthly payments which are greater or less than the amount necessary to amortize a Negatively Amortizing ARM by its maturity at the Mortgage Interest Rate in effect in any particular month. In the event that a monthly payment is not sufficient to pay the interest accruing on a Negatively Amortizing ARM, any such excess interest is added to the principal balance of the loan, causing negative amortization and will be repaid through future monthly payments. It may take borrowers under Negatively Amortizing ARMs longer periods of time to achieve equity and may increase the likelihood of default by such borrowers. In the event that a monthly payment exceeds the sum of the interest accrued at the applicable Mortgage Interest Rate and the principal payment which would have been necessary to amortize the outstanding principal balance over the remaining term of the loan, the excess (or “accelerated amortization”) further reduces the principal balance of the ARM. Negatively Amortizing ARMs do not provide for the extension of their original maturity to accommodate changes in their Mortgage Interest Rate. As a result, unless there is a periodic recalculation of the payment amount (which there generally is), the final payment may be substantially larger than the other payments. These limitations on periodic increases in interest rates and on changes in monthly payment protect borrowers from unlimited interest rate and payment increases.

Certain ARMs may provide for periodic adjustments of scheduled payments in order to amortize fully the mortgage loan by its stated maturity. Other ARMs may permit their stated maturity to be extended or shortened in accordance with the portion of each payment that is applied to interest as affected by the periodic interest rate adjustments.

Part II - 30

There are two main categories of indices which provide the basis for rate adjustments on ARMs: those based on U.S. Treasury securities and those derived from a calculated measure such as a cost of funds index or a moving average of mortgage rates. Commonly utilized indices include the one-year, three-year and five-year constant maturity Treasury bill rates, the three-month Treasury bill rate, the 180-day Treasury bill rate, rates on longer-term Treasury securities, the 11th District Federal Home Loan Bank Cost of Funds, the National Median Cost of Funds, the one-month, three-month, six-month or one-year London Interbank Offered Rate (“LIBOR”), the prime rate of a specific bank, or commercial paper rates. Some indices, such as the one-year constant maturity Treasury rate, closely mirror changes in market interest rate levels. Others, such as the 11th District Federal Home Loan Bank Cost of Funds index, tend to lag behind changes in market rate levels and tend to be somewhat less volatile. The degree of volatility in the market value of the Fund’s portfolio and therefore in the net asset value of the Fund’s shares will be a function of the length of the interest rate reset periods and the degree of volatility in the applicable indices.

In general, changes in both prepayment rates and interest rates will change the yield on Mortgage- Backed Securities. The rate of principal prepayments with respect to ARMs has fluctuated in recent years. As is the case with fixed mortgage loans, ARMs may be subject to a greater rate of principal prepayments in a declining interest rate environment. For example, if prevailing interest rates fall significantly, ARMs could be subject to higher prepayment rates than if prevailing interest rates remain constant because the availability of fixed rate mortgage loans at competitive interest rates may encourage mortgagors to refinance their ARMs to “lock-in” a lower fixed interest rate. Conversely, if prevailing interest rates rise significantly, ARMs may prepay at lower rates than if prevailing rates remain at or below those in effect at the time such ARMs were originated. As with fixed rate mortgages, there can be no certainty as to the rate of prepayments on the ARMs in either stable or changing interest rate environments. In addition, there can be no certainty as to whether increases in the principal balances of the ARMs due to the addition of deferred interest may result in a default rate higher than that on ARMs that do not provide for negative amortization.

Other factors affecting prepayment of ARMs include changes in mortgagors’ housing needs, job transfers, unemployment, mortgagors’ net equity in the mortgage properties and servicing decisions.

Risk Factors of Mortgage-Related Securities. The following is a summary of certain risks associated with Mortgage-Related Securities:

Guarantor Risk. There can be no assurance that the U.S. government would provide financial support to Fannie Mae or Freddie Mac if necessary in the future. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured.

Interest Rate Sensitivity. If a Fund purchases a mortgage-related security at a premium, that portion may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying mortgage collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-related security may decline when interest rates rise, the converse is not necessarily true since in periods of declining interest rates the mortgages underlying the securities are prone to prepayment. For this and other reasons, a mortgage-related security’s stated maturity may be shortened by unscheduled prepayments on the underlying mortgages and, therefore, it is not possible to predict accurately the security’s return to the Fund. In addition, regular payments received in respect of mortgage- related securities include both interest and principal. No assurance can be given as to the return the Fund will receive when these amounts are reinvested.

Market Value. The market value of the Fund’s adjustable rate Mortgage-Backed Securities may be adversely affected if interest rates increase faster than the rates of interest payable on such securities or by the adjustable rate mortgage loans underlying such securities. Furthermore, adjustable rate Mortgage- Backed Securities or the mortgage loans underlying such securities may contain provisions limiting the amount by which rates may be adjusted upward and downward and may limit the amount by which

Part II - 31

monthly payments may be increased or decreased to accommodate upward and downward adjustments in interest rates.

Prepayments. Adjustable rate Mortgage-Backed Securities have less potential for capital appreciation than fixed rate Mortgage-Backed Securities because their coupon rates will decline in response to market interest rate declines. The market value of fixed rate Mortgage-Backed Securities may be adversely affected as a result of increases in interest rates and, because of the risk of unscheduled principal prepayments, may benefit less than other fixed rate securities of similar maturity from declining interest rates. Finally, to the extent Mortgage-Backed Securities are purchased at a premium, mortgage foreclosures and unscheduled principal prepayments may result in some loss of the Fund’s principal investment to the extent of the premium paid. On the other hand, if such securities are purchased at a discount, both a scheduled payment of principal and an unscheduled prepayment of principal will increase current and total returns and will accelerate the recognition of income.

Yield Characteristics. The yield characteristics of Mortgage-Backed Securities differ from those of traditional fixed income securities. The major differences typically include more frequent interest and principal payments, usually monthly, and the possibility that prepayments of principal may be made at any time. Prepayment rates are influenced by changes in current interest rates and a variety of economic, geographic, social and other factors and cannot be predicted with certainty. As with fixed rate mortgage loans, adjustable rate mortgage loans may be subject to a greater prepayment rate in a declining interest rate environment. The yields to maturity of the Mortgage-Backed Securities in which the Funds invest will be affected by the actual rate of payment (including prepayments) of principal of the underlying mortgage loans. The mortgage loans underlying such securities generally may be prepaid at any time without penalty. In a fluctuating interest rate environment, a predominant factor affecting the prepayment rate on a pool of mortgage loans is the difference between the interest rates on the mortgage loans and prevailing mortgage loan interest rates taking into account the cost of any refinancing. In general, if mortgage loan interest rates fall sufficiently below the interest rates on fixed rate mortgage loans underlying mortgage pass-through securities, the rate of prepayment would be expected to increase. Conversely, if mortgage loan interest rates rise above the interest rates on the fixed rate mortgage loans underlying the mortgage pass-through securities, the rate of prepayment may be expected to decrease.

Recent Events Regarding Fannie Mae and Freddie Mac Securities. The value of Fannie Mae and Freddie Mac’s securities fell sharply in 2008 due to concerns that the firms did not have sufficient capital to offset losses. In mid−2008, the U.S. Treasury was authorized to increase the size of home loans that Fannie Mae and Freddie Mac could purchase in certain residential areas and, until 2009, to lend Fannie Mae and Freddie Mac emergency funds and to purchase the companies’ stock. More recently, in September 2008, the U.S. Treasury announced that Fannie Mae and Freddie Mac had been placed in conservatorship by the Federal Housing Finance Agency (“FHFA”), a newly created independent regulator. In addition to placing the companies in conservatorship, the U.S. Treasury announced three additional steps that it intended to take with respect to Fannie Mae and Freddie Mac. First, the U.S. Treasury has entered into Preferred Stock Purchase Agreements (“PSPAs”) under which, if the FHFA determines that Fannie Mae’s or Freddie Mac’s liabilities have exceeded its assets under generally accepted accounting principles, the U.S. Treasury will contribute cash capital to the company in an amount equal to the difference between liabilities and assets. The PSPAs are designed to provide protection to the senior and subordinated debt and the mortgage−backed securities issued by Fannie Mae and Freddie Mac. Second, the U.S. Treasury established a new secured lending credit facility that is available to Fannie Mae and Freddie Mac until December 2009. Third, the U.S. Treasury initiated a temporary program to purchase Fannie Mae and Freddie Mac mortgage−backed securities, which is expected to continue until December 2009. No assurance can be given that the U.S. Treasury initiatives discussed above with respect to the debt and mortgage−backed securities issued by Fannie Mae and Freddie Mac will be successful.

Municipal Securities

Municipal Securities are issued to obtain funds for a wide variety of reasons. For example, municipal securities may be issued to obtain funding for the construction of a wide range of public facilities such as:

Part II - 32


	1.	bridges;

	2.	highways;

	3.	roads;

	4.	schools;

	5.	waterworks and sewer systems; and

	6.	other utilities.

	Other public purposes for which Municipal Securities may be issued include:

	1.	refunding outstanding obligations;

	2.	obtaining funds for general operating expenses; and

	3.	obtaining funds to lend to other public institutions and facilities.

In addition, certain debt obligations known as “Private Activity Bonds” may be issued by or on behalf of municipalities and public authorities to obtain funds to provide:

	1.	water, sewage and solid waste facilities;

	2.	qualified residential rental projects;

	3.	certain local electric, gas and other heating or cooling facilities;

	4.	qualified hazardous waste facilities;

	5.	high-speed intercity rail facilities;

	6.	governmentally-owned airports, docks and wharves and mass transportation facilities;

	7.	qualified mortgages;

	8.	student loan and redevelopment bonds; and

	9.	bonds used for certain organizations exempt from Federal income taxation.

Certain debt obligations known as “Industrial Development Bonds” under prior Federal tax law may have been issued by or on behalf of public authorities to obtain funds to provide:

	1.	privately operated housing facilities;

	2.	sports facilities;

	3.	industrial parks;

	4.	convention or trade show facilities;

	5.	airport, mass transit, port or parking facilities;

	6.	air or water pollution control facilities;

Part II - 33


	7.	sewage or solid waste disposal facilities; and

	8.	facilities for water supply.

Other private activity bonds and industrial development bonds issued to fund the construction, improvement, equipment or repair of privately-operated industrial, distribution, research, or commercial facilities may also be Municipal Securities, however the size of such issues is limited under current and prior Federal tax law. The aggregate amount of most private activity bonds and industrial development bonds is limited (except in the case of certain types of facilities) under Federal tax law by an annual “volume cap.” The volume cap limits the annual aggregate principal amount of such obligations issued by or on behalf of all governmental instrumentalities in the state.

The two principal classifications of Municipal Securities consist of “general obligation” and “limited” (or revenue) issues. General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from the issuer’s general unrestricted revenues and not from any particular fund or source. The characteristics and method of enforcement of general obligation bonds vary according to the law applicable to the particular issuer, and payment may be dependent upon appropriation by the issuer’s legislative body. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Private activity bonds and industrial development bonds generally are revenue bonds and thus not payable from the unrestricted revenues of the issuer. The credit and quality of such bonds is generally related to the credit of the bank selected to provide the letter of credit underlying the bond. Payment of principal of and interest on industrial development revenue bonds is the responsibility of the corporate user (and any guarantor).

The Funds may also acquire “moral obligation” issues, which are normally issued by special purpose authorities, and in other tax-exempt investments including pollution control bonds and tax-exempt commercial paper. Each Fund that may purchase municipal bonds may purchase:


	1.	Short-term tax-exempt General Obligations Notes;

	2.	Tax Anticipation Notes;

	3.	Bond Anticipation Notes;

	4.	Revenue Anticipation Notes;

	5.	Project Notes; and

	6.	Other forms of short-term tax-exempt loans.

Such notes are issued with a short-term maturity in anticipation of the receipt of tax funds, the proceeds of bond placements, or other revenues. Project Notes are issued by a state or local housing agency and are sold by the Department of Housing and Urban Development. While the issuing agency has the primary obligation with respect to its Project Notes, they are also secured by the full faith and credit of the U.S. through agreements with the issuing authority which provide that, if required, the Federal government will lend the issuer an amount equal to the principal of and interest on the Project Notes.

There are, of course, variations in the quality of Municipal Securities, both within a particular classification and between classifications. Also, the yields on Municipal Securities depend upon a variety of factors, including:


	1.	general money market conditions;

	2.	coupon rate;

Part II - 34


	3.	the financial condition of the issuer;

	4.	general conditions of the municipal bond market;

	5.	the size of a particular offering;

	6.	the maturity of the obligations; and

	7.	the rating of the issue.

The ratings of Moody’s and S&P represent their opinions as to the quality of Municipal Securities. However, ratings are general and are not absolute standards of quality. Municipal Securities with the same maturity, interest rate and rating may have different yields while Municipal Securities of the same maturity and interest rate with different ratings may have the same yield. Subsequent to its purchase by a Fund, an issue of Municipal Securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Fund. The Adviser will consider such an event in determining whether the Fund should continue to hold the obligations.

Municipal Securities may include obligations of municipal housing authorities and single-family mortgage revenue bonds. Weaknesses in Federal housing subsidy programs and their administration may result in a decrease of subsidies available for payment of principal and interest on housing authority bonds. Economic developments, including fluctuations in interest rates and increasing construction and operating costs, may also adversely impact revenues of housing authorities. In the case of some housing authorities, inability to obtain additional financing could also reduce revenues available to pay existing obligations.

Single-family mortgage revenue bonds are subject to extraordinary mandatory redemption at par in whole or in part from the proceeds derived from prepayments of underlying mortgage loans and also from the unused proceeds of the issue within a stated period which may be within a year from the date of issue.

Municipal leases are obligations issued by state and local governments or authorities to finance the acquisition of equipment and facilities. Municipal leases may be considered to be illiquid. They may take the form of a lease, an installment purchase contract, a conditional sales contract, or a participation interest in any of the above. The Board of Trustees is responsible for determining the credit quality of unrated municipal leases on an ongoing basis, including an assessment of the likelihood that the lease will not be canceled.

Premium Securities. During a period of declining interest rates, many Municipal Securities in which the Funds invest likely will bear coupon rates higher than current market rates, regardless of whether the securities were initially purchased at a premium.

Risk Factors in Municipal Securities. The following is a summary of certain risks associated with Municipal Securities:

Tax Risk. The Code imposes certain continuing requirements on issuers of tax-exempt bonds regarding the use, expenditure and investment of bond proceeds and the payment of rebates to the U.S. Failure by the issuer to comply subsequent to the issuance of tax-exempt bonds with certain of these requirements could cause interest on the bonds to become includable in gross income retroactive to the date of issuance.

Housing Authority Tax Risk. The exclusion from gross income for Federal income tax purposes for certain housing authority bonds depends on qualification under relevant provisions of the Code and on other provisions of Federal law. These provisions of Federal law contain requirements relating to the cost and location of the residences financed with the proceeds of the single-family mortgage bonds and the income levels of tenants of the rental projects financed with the proceeds of the multi-family housing

Part II - 35

bonds. Typically, the issuers of the bonds, and other parties, including the originators and servicers of the single-family mortgages and the owners of the rental projects financed with the multi-family housing bonds, covenant to meet these requirements. However, there is no assurance that the requirements will be met. If such requirements are not met:


	•	the interest on the bonds may become taxable, possibly retroactively from the date of issuance;

	•	the value of the bonds may be reduced;

	•	you and other Shareholders may be subject to unanticipated tax liabilities;

	•	a Fund may be required to sell the bonds at the reduced value;

	•	it may be an event of default under the applicable mortgage;

	•	the holder may be permitted to accelerate payment of the bond; and

	•	the issuer may be required to redeem the bond.

In addition, if the mortgage securing the bonds is insured by the Federal Housing Administration (“FHA”), the consent of the FHA may be required before insurance proceeds would become payable.

Information Risk. Information about the financial condition of issuers of Municipal Securities may be less available than about corporations having a class of securities registered under the SEC.

State and Federal Laws. An issuer’s obligations under its Municipal Securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors. These laws may extend the time for payment of principal or interest, or restrict the Fund’s ability to collect payments due on Municipal Securities. In addition, recent amendments to some statutes governing security interests (e.g., Revised Article 9 of the Uniform Commercial Code) change the way in which security interests and liens securing Municipal Securities are perfected. These amendments may have an adverse impact on existing Municipal Securities (particularly issues of Municipal Securities that do not have a corporate trustee who is responsible for filing UCC financing statements to continue the security interest or lien).

Litigation and Current Developments. Litigation or other conditions may materially and adversely affect the power or ability of an issuer to meet its obligations for the payment of interest on and principal of its Municipal Securities. Such litigation or conditions may from time to time have the effect of introducing uncertainties in the market for tax-exempt obligations, or may materially affect the credit risk with respect to particular bonds or notes. Adverse economic, business, legal or political developments might affect all or a substantial portion of a Fund’s Municipal Securities in the same manner.

New Legislation. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on tax exempt bonds, and similar proposals may be introduced in the future. The Supreme Court has held that Congress has the constitutional authority to enact such legislation. It is not possible to determine what effect the adoption of such proposals could have on (i) the availability of Municipal Securities for investment by the Funds, and (ii) the value of the investment portfolios of the Funds.

Limitations on the Use of Municipal Securities. Certain Funds may invest in Municipal Securities if the Adviser determines that such Municipal Securities offer attractive yields. The Funds may invest in Municipal Securities either by purchasing them directly or by purchasing certificates of accrual or similar instruments evidencing direct ownership of interest payments or principal payments, or both, on Municipal Securities, provided that, in the opinion of counsel to the initial seller of each such certificate or instrument, any discount accruing on such certificate or instrument that is purchased at a yield not greater

Part II - 36


	•	limited financial resources;

	•	infrequent or limited trading; and

	•	more abrupt or erratic price movements than larger company securities.


	(a)	derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gain from the sale or other disposition of stock, securities, or foreign currencies, or other income (including, but not limited to, gain from options, swaps, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from interests in “qualified publicly traded partnerships” (“QPTPs”, defined below);

	(b)	diversify its holdings so that, at the end of each quarter of the Fund’s taxable year, (i) at least 50% of the market value of the Fund’s total assets is represented by cash and cash items, U.S. government securities, securities of other regulated investment companies, and other securities, limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested (x) in the securities (other than cash or cash items, or securities issued by the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the


		securities of one or more QPTPs. In the case of a Fund’s investments in loan participations, the Fund shall treat both the financial intermediary and the issuer of the underlying loan as an issuer for the purposes of meeting this diversification requirement; and

	(c)	distribute with respect to each taxable year at least 90% of the sum of its investment company taxable income (as that term is defined in the Code, without regard to the deduction for dividends paid—generally, taxable ordinary income and any excess of net short-term capital gain over net long-term capital loss) and net tax-exempt interest income, for such year.


(1)	A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees serves currently includes eight registered investment companies (14 5 funds).

**	Mr. Spalding is deemed to be an “interested person” due to his ownership of JPMorgan Chase stock.


Name (Year of Birth), Positions Held with the Trusts (Since)		Principal Occupations During Past 5 Years


George C.W. Gatch (1962), President (2005)		Managing Director, J.P. Morgan Investment Management Inc.; Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005. Mr. Gatch is CEO and President of the JPMorgan Funds. Mr. Gatch has been an employee of JPMorgan since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company, which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing, and sales.

Robert L. Young (1963), Senior Vice President (2005)*		Director and Vice President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc.; Chief Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005.

Patricia A. Maleski (1960), Vice President and Chief Administrative Officer (2005) and Principal Financial Officer (2008) and Treasurer (2008)		Managing Director, JPMorgan Funds Management, Inc.; Head of Funds Administration and Board Liaison, JPMorgan Funds. Ms. Maleski has been with JPMorgan Chase & Co. since 2001.

Frank J. Nasta (1964), Secretary (2008)		Managing Director and Associate General Counsel, JPMorgan Chase since 2008; Previously, Director, Managing Director, General Counsel and Corporate Secretary, J.W. Seligman & Co. Incorporated; Secretary of each of the investment companies of the Seligman Group of Funds and Seligman Data Corp.; Director and Corporate Secretary, Seligman Advisors, Inc. and Seligman Services, Inc.

Michael J. Tansley (19 64 ), Controller (200 8 )		Vice President, JPMorgan Funds Management, Inc. from July 2008; prior to joining JPMorgan Chase, Mr. Tansley worked for General Electric, as Global eFinance Leader in GE Money from 2004 through 2008 and Vice President and Controller of GE Asset Management from 1998.

Stephen M. Ungerman (1953), Chief Compliance Officer (2005)		Managing Director, JPMorgan Chase & Co.; Mr. Ungerman was head of Fund Administration – Pooled Vehicles from 2000 to 2004. Mr. Ungerman has been with JPMorgan Chase & Co. since 2000.


Name (Year of Birth), Positions Held with the Trusts (Since)		Principal Occupations During Past 5 Years


Paul L. Gulinello (1950), AML Compliance Officer (2005)		Vice President and Anti Money Laundering Compliance Officer for JPMorgan Asset Management Americas, additionally responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004.

Elizabeth A. Davin (1964), Assistant Secretary (2005)*		Vice President and Assistant General Counsel, JPMorgan Chase since 2005; Senior Counsel, JPMorgan Chase (formerly Bank One Corporation) from 2004 to 2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004.

Jessica K. Ditullio (1962), Assistant Secretary (2005)*		Vice President and Assistant General Counsel, JPMorgan Chase since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase (formerly Bank One Corporation) since 1990.

John T. Fitzgerald (1975) Assistant Secretary (2008)		Vice President and Assistant General Counsel, JPMorgan Chase since 2005; Associate, Willkie Farr & Gallagher LLP (law firm) from 2002 to 2005.

Jeffrey D. House (1972), Assistant Treasurer (2006)*		Vice President, JPMorgan Funds Management, Inc. since July 2006; formerly, Senior Manager of Financial Services of BISYS Fund Services, Inc. from December 1995 until July 2006.

Laura S. Melman (1966), Assistant Treasurer (2006)		Vice President, JPMorgan Funds Management, Inc. since August, 2006, responsible for Taxation; Vice President of Structured Products at The Bank of New York Co., Inc. from 2001 until 2006.

Francesco Tango (1971) Assistant Treasurer (2007)		Vice President, JPMorgan Funds Management, Inc. since January 2003: Associate, JPMorgan Funds Management, Inc. since 1999.


*	The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43240.


Money Market Funds:

Tier One	First $5 billion	0.0075	%
Tier Two	Next $7.5 billion	0.0060	%
Tier Three	Next $22.5 billion	0.0030	%
Tier Four	Over $35 billion	0.0010	%

U.S. Fixed Income Funds:
Tier One	First $12.5 billion	0.0090	%
Tier Two	Next $7.5 billion	0.0050	%
Tier Three	Next $10 billion	0.0035	%
Tier Four	Over $30 billion	0.0020	%

U.S. Equity Funds:
Tier One	First $12.5 billion	0.0085	%
Tier Two	Next $7.5 billion	0.0050	%
Tier Three	Next $10 billion	0.0035	%
Tier Four	Over $30 billion	0.0025	%


International Funds:
Tier One	First $12.5 billion		0.0200	%
Tier Two	Over $12.5 billion		0.0175	%

Emerging Markets Funds:
Tier One	First $12.5 billion		0.0300	%
Tier Two	Over $12.5 billion		0.0200	%

Other Fees:
Additional Share Classes		$	2,000
Multi-Managed Funds (per manager)		$	6,000
Fund of Funds		$	15,000

Minimums:
(except for Fund of Funds)
U.S. Equity Funds		$	20,000
U.S. Fixed Income Funds		$	20,000
Money Markets Funds		$	10,000
International Funds		$	25,000
Emerging Markets Funds		$	40,000
Highbridge Statistical Market Neutral Fund		$	30,000


	(a)	trading on the Exchange is broadly restricted by the applicable rules and regulations of the SEC;

	(b)	the Exchange is closed for other than customary weekend and holiday closing;

	(c)	the SEC has by order permitted such suspension; or

	(d)	the SEC has declared a market emergency.


	1.	Shares acquired through reinvested distributions (dividends and capital gains),

	2.	Shares purchased by mutual fund wrap fee programs,


	3.	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,

	4.	Shares redeemed as part of a termination of certain employer-sponsored retirement plans,

	5.	Redemption of an employer-sponsored retirement plan’s entire share position with the Fund. Partial redemptions will still be subject to a redemption fee,

	6.	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,

	7.	Shares redeemed by balance forward qualified retirement plans,

	8.	Shares redeemed by a “fund of funds” such as the Investor Funds or JPMorgan SmartRetirement Funds provided the “fund of funds” is registered under the Investment Company Act of 1940,

	9.	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.


Years Held		Shares Received After Reorganization

1		5%
2		4%
3		3%
4		3%
5		2%
6		1%
7		None
8		None
9		Convert to Class A shares


	(i) monthly and constitute no more than 1/12 of 10% of your then-current balance in a Fund each month; or

	(ii) quarterly and constitute no more than 1/4 of 10% of your then-current balance in a Fund each quarter.


•	Corporate governance procedures differ among the countries. Because of time constraints and local customs, it is not always possible for the Adviser to receive and review all proxy materials in connection with each item submitted for a vote. Many proxy statements are in foreign languages. Proxy materials are generally mailed by the issuer to the sub-custodian which holds the securities for the client in the country where the portfolio company is organized, and there may not be sufficient time for such materials to be transmitted to the Adviser in time for a vote to be cast. In some countries, proxy statements are not mailed at all, and in some locations, the deadline for voting is two to four days after the initial announcement that a vote is to be solicited. JPMIA, JPMIM and SC-R&M also considers the cost of voting in light of the expected benefit of the vote.

•	Where proxy issues concern corporate governance, takeover defense measures, compensation plans, capital structure changes and so forth, the Adviser pays particular attention to management’s arguments for promoting the prospective change. The Adviser’s sole criterion in determining its voting stance is whether such changes will be to the economic benefit of the beneficial owners of the shares.

•	The Adviser is in favor of a unitary board structure of the type found in the United Kingdom as opposed to tiered board structures. Thus, the Adviser will generally vote to encourage the gradual phasing out of tiered board structures, in favor of unitary boards. However, since tiered boards are still very prevalent in markets outside of the United Kingdom, local market practice will always be taken into account.

•	The Adviser will use its voting powers to encourage appropriate levels of board independence, taking into account local market practice.


•	The Adviser will usually vote against discharging the board from responsibility in cases of pending litigation, or if there is evidence of wrongdoing for which the board must be held accountable.

•	The Adviser will vote in favor of increases in capital which enhance a company’s long-term prospects. The Adviser will also vote in favor of the partial suspension of preemptive rights if they are for purely technical reasons (e.g., rights offers which may not be legally offered to shareholders in certain jurisdictions). However, the Adviser will vote against increases in capital which would allow the company to adopt “poison pill” takeover defense tactics, or where the increase in authorized capital would dilute shareholder value in the long term.

•	The Adviser will vote in favor of proposals which will enhance a company’s long-term prospects. The Adviser will vote against an increase in bank borrowing powers which would result in the company reaching an unacceptable level of financial leverage, where such borrowing is expressly intended as part of a takeover defense, or where there is a material reduction in shareholder value.

•	The Adviser reviews shareholder rights plans and poison pill proposals on a case-by-case basis; however, the Adviser will generally vote against such proposals and vote for revoking existing plans.

•	Where social or environmental issues are the subject of a proxy vote, the Adviser will consider the issue on a case-by-case basis, keeping in mind at all times the best economic interests of its clients.

•	With respect to Asia, for routine proxies (e.g., in respect of voting at the Annual General Meeting of Shareholders) the Adviser’s position is to neither vote in favor or against. For Extraordinary General Meetings of Shareholders, however, where specific issues are put to a shareholder vote, these issues are analyzed by the respective country specialist concerned. A decision is then made based on his or her judgment.

	The following summarizes some of the more noteworthy types of proxy voting policies of the U.S. Guidelines:

•	The Adviser considers votes on director nominees on a case-by-case basis. Votes generally will be withheld from directors who: (a) attend less than 75% of board and committee meetings without a valid excuse; (b) implement or renew a dead-hand poison pill; (c) are affiliated directors who serve on audit, compensation or nominating committees or are affiliated directors and the full board serves on such committees or the company does not have such committees; or (d) ignore a shareholder proposal that is approved for two consecutive years by a majority of either the shares outstanding or the votes cast.

•	The Adviser votes proposals to classify boards on a case-by-case basis, but will vote in favor of such proposal if the issuer’s governing documents contain each of eight enumerated safeguards (for example, a majority of the board is composed of independent directors and the nominating committee is composed solely of such directors).

•	The Adviser also considers management poison pill proposals on a case-by-case basis, looking for shareholder-friendly provisions before voting in favor.

•	The Adviser votes against proposals for a super-majority vote to approve a merger.

•	The Adviser considers proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account the extent of dilution and whether the transaction will result in a change in control.


•	The Adviser votes proposals on a stock option plan based primarily on a detailed, quantitative analysis that takes into account factors such as estimated dilution to shareholders’ equity and dilution to voting power. The Adviser generally considers other management compensation proposals on a case-by-case basis.

•	The Adviser also considers on a case-by-case basis proposals to change an issuer’s state of incorporation, mergers and acquisitions and other corporate restructuring proposals and certain social and environmental issue proposals.


	Introduction/General Principles. The Firm exercises voting authority over Client proxies with one important consideration in mind: to ensure that the Firm votes proxies in the best interests of Clients. The Firm will make copies of these proxy voting policies and procedures available upon request to Clients and, when the Client is a Fund, to the investors in that Fund. The Firm has engaged ISS to review and vote proxies on behalf of the Firm and its Clients. The Firm has instructed its prime brokers and custodians of Firm or Client securities to forward to ISS all proxies received in connection with securities of the Firm or its Clients held by such prime brokers or custodians. Firm personnel who receive a proxy statement will forward it to the Compliance Officer or her designee, who will forward it on to ISS. ISS is responsible for making sure proxies are voted in a timely manner. Any question with respect to voting in such situations should be referred to the Compliance Officer, or her designee. ISS determines how to vote proxies on behalf of the Firm and its Clients pursuant to predetermined guidelines and will post its proposed vote on its website. The firm has access to the ISS website and will be able to regularly review a record of the proxies and votes cast.

	Voting by the Firm. The Head of Operations, together with the appropriate Portfolio Manager or Trader, may determine to vote a particular proxy in a manner differing from the proposed vote of ISS as displayed on the ISS website. Notice shall be given to the Compliance Officer, or her designee should the Head of Operations, together with the appropriate Portfolio Manager determine to vote a particular proxy in a manner different from the proposed vote of ISS. Neither the Compliance Officer nor the Head of Operations may alter an ISS proposed vote should the Portfolio Manager or the Firm have a material conflict of interest with the Client whose securities are the subject of the vote.

	Resolving Conflicts of Interest. A material conflict of interest may arise if the Firm, the Portfolio Manager or a Supervised Person has a substantial business or personal relationship with the company that is the subject of the proxy or a proponent of a proxy proposal and the failure to vote in favor of management or the proponent could harm the Firm’s relationship with such persons. Should a Portfolio Manager or any other Supervised Person have a question as to whether a particular proxy vote would give rise to a material conflict of interest, the Portfolio Manager or Supervised Person should contact the Compliance Officer. The Compliance Officer will consult with the CFO, Head of Operations, Portfolio Managers and the other Firm personnel with knowledge of the potential conflict and determine whether a material conflict exists and resolve the conflict in the best interest of the Client. Material conflicts of interest between the Firm, its personnel and its Clients will be resolved as follows:

		1. Where the conflict of interest is a conflict involving the Firm, the firm will abstain from changing the ISS vote determination on the website;

		2. Where the conflict of interest is a personal conflict involving the Portfolio Manger, the Portfolio Manger will abstain from the voting decision, and the HCM Compliance


		Officer, after consultation with the HCM CFO, will determine whether to vote the proxy or allow ISS to vote the proxy.

	Confirming Independence of ISS. The Firm has confirmed that ISS has the experience, capacity and competence to vote proxies. ISS has represented that it will not provide this service in connection with any proxy concerning a company for which it provides substantial services, or it otherwise has a relationship which would preclude it from making recommendations in an impartial manner and in the best interests of the Firm’s Clients. The Firm has no affiliation or material business, professional or other relationship with ISS. ISS has also undertaken to inform the Compliance Officer, or her designee, or any relationship it has or may have in the future with any company for which ISS proposes to provide proxy voting recommendations (including any compensation received or to be received from such company).

	Recordkeeping. The Firm must retain copies of (i) its proxy voting policies and procedures and all amendments thereto; (ii) a list of the proxy statements received and forwarded to ISS regarding Client securities; (iii) records of votes cast by ISS and the Firm on behalf of Clients; (iv) records of Client requests for proxy voting information; (vii) any records relating to the qualifications of ISS and how it addresses material conflicts of interest; and (vii) records relating to how the Firm addressed material conflicts of interest. The information should be retained by the HCM’s Head of Operations and copies should be sent to the HCM’s Compliance Officer, or her designee.


A-1	Highest category of commercial paper. Capacity to meet financial commitment is strong. Obligations designated with a plus sign (+) indicate that capacity to meet financial commitment is extremely strong.

A-2	Issues somewhat more susceptible to adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the capacity to meet financial commitments is satisfactory.

A-3	Exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B	Regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

C	Currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D	In payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.


F1	HIGHEST CREDIT QUALITY. Indicates the strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

F2	GOOD CREDIT QUALITY. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

F3	FAIR CREDIT QUALITY. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

B	SPECULATIVE. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.


C	HIGH DEFAULT RISK. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

RD	Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other obligations.

D	Indicates an entity or sovereign that has defaulted on all of its financial obligations.



“+” or ”-”	may be appended to a rating to denote relative status within major rating categories.

‘PIF’	denotes a security that is paid-in-full, matured, called, or refinanced.

‘NR’	indicates that Fitch Ratings does not rate the issuer or issue in question.

‘Withdrawn’	A rating is withdrawn when Fitch Ratings deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced, or for any other reason Fitch Ratings deems sufficient.


Prime-1	Superior ability for repayment, often evidenced by such characteristics as: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.

Prime-2	Strong capacity for repayment. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

Prime-3	Acceptable capacity for repayment. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

Not Prime	Does not fall within any of the Prime rating categories.

Dominion Bond Rating Service (“DBRS”)

R-1	Prime Credit Quality

R-2	Adequate Credit Quality

R-3	Speculative

D	Default


R-1 (high)	Short term debt rated “R-1 (high)” is of the highest credit quality, and indicates an entity which possesses unquestioned ability to repay current liabilities as they fall due. Entities rated in this category normally maintain strong liquidity positions, conservative debt levels and profitability which is both stable and above average. Companies achieving an “R-1 (high)” rating are normally leaders in structurally sound industry segments with proven track records, sustainable positive future results and no substantial qualifying negative factors. Given the extremely tough definition which DBRS has established for an “R-1 (high)”, few entities are strong enough to achieve this rating.

R-1 (middle)	Short term debt rated “R-1 (middle)” is of superior credit quality and, in most cases, ratings in this category differ from “R-1 (high)” credits to only a small degree. Given the extremely tough definition which DBRS has for the “R-1 (high)” category (which few companies are able to achieve), entities rated “R-1 (middle)” are also considered strong credits which typically exemplify above average strength in key areas of consideration for debt protection.

R-1 (low)	Short term debt rated “R-1” (low) is of satisfactory credit quality. The overall strength and outlook for key liquidity, debt and profitability ratios is not normally as favorable as with higher rating categories, but these considerations are still respectable. Any qualifying negative factors which exist are considered manageable, and the entity is normally of sufficient size to have some influence in its industry.

R-2 (high); R-2 (middle); R-2 (low)	Short term debt rated “R-2” is of adequate credit quality and within the three subset grades, debt protection ranges from having reasonable ability for timely repayment to a level which is considered only just adequate. The liquidity and debt ratios of entities in the “R-2” classification are not as strong as those in the “R-1” category, and the past and future trend may suggest some risk of maintaining the strength of key ratios in these areas. Alternative sources of liquidity support are considered satisfactory; however, even the strongest liquidity support will not improve the commercial paper rating of the issuer. The size of the entity may restrict its flexibility, and its relative position in the industry is not typically as strong as an “R-1 credit”. Profitability trends, past and future, may be less favorable, earnings not as stabled, and there are often negative qualifying factors present which could also make the entity more vulnerable to adverse changes in financial and economic conditions.

R-3 (high); R-3 (middle); R-3 (low)	Short term debt rated “R-3” is speculative, and within the three subset grades, the capacity for timely payment ranges from mildly speculative to doubtful. “R-3” credits tend to have weak liquidity and debt ratios, and the future trend of these ratios is also unclear. Due to its speculative nature, companies with “R-3” ratings would normally have very limited access to alternative sources of liquidity. Earnings would typically be very unstable, and the level of overall profitability of the entity is also likely to be low. The industry environment may be weak, and strong negative qualifying factors are also likely to be present.

D	A security rated D implies the issuer has either not met a scheduled payment or the issuer has made it clear that it will be missing such a payment in the near future. In some cases, DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the D rating will continue as long as the missed payment continues to be in arrears, and until such time as the rating is suspended, discontinued, or reinstated by DBRS.


A	These banks possess superior intrinsic financial strength. Typically they will be institutions with highly valuable and defensible business franchises, strong financial fundamentals, and a very predictable and stable operating environment.

B	These banks possess strong intrinsic financial strength. Typically, they will be institutions with valuable and defensible business franchises, good financial fundamentals, and a predictable and stable operating environment.

C	These banks possess adequate intrinsic financial strength. Typically, they will be institutions with more limited but still valuable and defensible business franchises. These banks will display either acceptable financial fundamentals within a predictable and stable operating environment, or good financial fundamentals within a less predictable and stable operating environment.

D	Banks rated D display modest intrinsic financial strength, potentially requiring some outside support at times. Such institutions may be limited by one or more of the following factors; a weak business franchise; financial fundamentals that are deficient in one or more respects; or an unpredictable and unstable operating environment.

E	Banks rated E display very modest intrinsic financial strength, with a higher likelihood of periodic outside support or an eventual need for outside assistance. Such institutions may be limited by one or more of the following factors: a weak and limited business franchise; financial fundamentals that are materially deficient in one or more respects; or a highly unpredictable or unstable operating environment.


AAA	Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

AA	Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only to a small degree.

A	Debt rated A has a strong capacity to pay interest and repay principal; it is somewhat more susceptible, however, to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.


BBB	Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions, or changing circumstances are more likely to impair the obligor’s capacity to pay interest and repay principal for debt in this category in higher-rated categories.


BB	Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB-rating.

B	Debt rated B has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.

	The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB-rating.

CCC	Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B-rating.

CC	The rating CC is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

C	The rating C is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

C1	The rating C1 is reserved for income bonds on which no interest is being paid.

D	Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating will also be used upon the filing of bankruptcy petition if debt service payments are jeopardized.

Management Fees

Distribution (Rule 12b-1) Fees

Shareholder Service Fees

Other Expenses¹

Total Annual Operating Expenses²