485APOS 1 d26270.htm

As filed with the Securities and Exchange Commission on March 3, 2010

Securities Act File No. 333-103022

Investment Company Act File No. 811-21295


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

    

    

    

    

Pre-Effective Amendment No.

    

    

    

o

Post-Effective Amendment No. 103

    

    

    

x

 

 

 

 

 

 

 

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

    

    

Amendment No. 104

    

    

    

x

(Check appropriate box or boxes)

    

    

    

    

 

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

Jon S. Rand, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036

__________

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

o

    

    

immediately upon filing pursuant to paragraph (b)

    

o

    

on (date), pursuant to paragraph (b).

x

    

    

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

    

o

    

on (date), 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:

o

 

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

 


Prospectus

J.P. Morgan Money Market Funds

Eagle Class Shares

May XX, 2010

JPMorgan Prime Money Market Fund
    Ticker                     
JPMorgan Tax Free Money Market Fund
    Ticker                     
This prospectus is to be used only by clients of Eagle Asset Management, Inc. and its affiliates.

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





CONTENTS

JPMorgan Prime Money Market Fund
                 1   
JPMorgan Tax Free Money Market Fund
                 5   
The Funds’ Management and Administration
                 9   
How Your Account Works
                 11   
Buying Fund Shares
                 11   
Selling Fund Shares
                 13   
Exchanging Fund Shares
                 14   
Other Information Concerning the Funds
                 14   
Shareholder Information
                 15   
Distributions and Taxes
                 15   
Shareholder Statements and Reports
                 15   
Availability of Proxy Voting Record
                 16   
Portfolio Holdings Disclosure
                 16   
What the Terms Mean
                 17   
Financial Highlights
                 18   
Legal Proceedings and Additional Fee and Expense Information Affecting the Former One Group Mutual Funds
                 19   
How to Reach Us
           
Back cover
 



JPMorgan Prime Money Market Fund

The Fund’s Objective

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

The Fund’s Main Investment Strategy

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

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

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

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

  asset-backed securities,

  repurchase agreements and reverse repurchase agreements,

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

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

  The dollar-weighted average maturity of the Fund will generally be 60 days or less. For a discussion of dollar-weighted average maturity, please see page 17.

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

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

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

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

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

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

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

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

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

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

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

BEFORE YOU INVEST

Investors considering the Fund should understand that:

•  
  There is no assurance that the Fund will meet its
investment objective.

•  
  The Fund does not represent a complete investment program.


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

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund. The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  Although the Fund is generally less sensitive to interest rate changes than are funds that invest in longer-term securities, changes in short-term interest rates will cause changes to the Fund’s yield. In addition, a low-interest rate environment may prevent the Fund from providing a positive yield, paying expenses out of Fund assets or maintaining a stable net asset value of $1.00 per share.

Credit Risk.  There is a risk that the issuer of a security, or the counterparty to a contract, repurchase agreement or other investment, will default or otherwise become unable to honor a

MAY XX, 2010   1



JPMorgan Prime Money Market Fund (continued)


financial obligation. The price and liquidity of a security can also be adversely affected if either its credit status or the market environment generally deteriorates and the probability of default rises. The value of your investment could decline as a result of these events.

Mortgage-Related and Other Asset-Backed Securities Risk. Mortgage-related and asset-backed securities are subject to certain other risks. The value of these securities will be influenced by the factors affecting the housing market and the assets underlying such securities. As a result, during periods of declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, mortgage-related and asset-backed securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Additionally, during such periods and also under normal conditions, these securities are also subject to prepayment and call risk. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss. Some of these securities may receive little or no collateral protection from the underlying assets and are thus subject to the risk of default described under “Credit Risk”. The risk of such defaults is generally higher in the case of mortgage-backed investments that include so-called “sub-prime” mortgages. The structure of some of these securities may be complex and there may be less available information than other types of debt securities.

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

Redemption Risk.  The Fund could experience a loss and the Fund’s net asset value may be affected when selling securities to meet redemption requests if the redemption requests are large or frequent, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities the Fund wishes to or is required to sell are illiquid. The Fund may be forced to sell its holdings when shareholders of the Fund make relatively large redemption requests. Furthermore, when markets are illiquid, the Fund may be unable to sell illiquid securities at its desired time or price. Illiquidity can be caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale. Certain securities that were liquid when purchased may later become illiquid, particularly in times of overall economic distress.

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

Foreign Securities Risk.  To the extent that the Fund invests in foreign securities, 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. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries.

Net Asset Value Risk.  There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis. Furthermore, there can be no assurance that the Fund’s affiliates will purchase distressed assets from the Fund, make capital infusions, enter into capital support agreements or take other actions to ensure that the Fund maintains a net asset value of $1.00 per share. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the Fund, could face a universal risk of increased redemption pressures, potentially jeopardizing the stability of their net asset values. In general, certain other money market funds have in the past failed to maintain stable net asset values and there can be no assurance that such failures and resulting redemption pressures will not occur in the future.

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

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

2   J.P. MORGAN MONEY MARKET FUNDS



The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Eagle Class Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-421-4184 or visit eagleasset.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

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

  YEAR-BY-YEAR RETURNS1,2

    


Best Quarter
           
4th quarter, 2000
         1.45 %      
Worst Quarter
   
3rd quarter, 2009
         0.00 %  
 
           
 
                  
 
   
4th quarter, 2009
              
 
1
  As of the date of this prospectus, the Eagle Class Shares have not commenced operations and therefore, the performance shown is that of the Reserve Shares of the Fund, which invest in the same portfolio of securities. Reserve Shares are not offered in this prospectus. The actual returns of Eagle Class Shares would have been similar to the returns shown because Eagle Class Shares have similar expenses.

2
  The Fund’s fiscal year end is the last day of February.

The Fund’s year-to-date total return as of 3/31/10 was    %.

MAY XX, 2010   3



JPMorgan Prime Money Market Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 20091

        Past 1 Year
    Past 5 Years
    Past 10 Years
RESERVE SHARES
                 0.15             2.85             2.62   
 
1
  As of the date of this prospectus, the Eagle Class Shares have not commenced operations and therefore, the performance shown is that of the Reserve Shares of the Fund, which invest in the same portfolio of securities. Reserve Shares are not offered in this prospectus. The actual returns of Eagle Class Shares would have been similar to the returns shown because Eagle Class Shares have similar expenses.

Investor Expenses for Eagle Class Shares

The expenses of the Eagle Class Shares (including acquired fund fees and expenses) before and after reimbursement are shown below. The Total Annual Operating Expenses in the table below are based on the average net assets during the most recent fiscal year; this ratio will generally increase as Fund assets decline due to market movements, net redemptions, and other factors during the current fiscal year, but expenses will not increase beyond the level of any expense limitation in place for the Fund. 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 Eagle Class Shares assets)

Management Fees
                   0.08   
Distribution (Rule 12b-1) Fees
                 0.25   
Shareholder Service Fees
                 0.30   
Other Expenses1
                 0.07   
Total Annual Operating Expenses2
                 0.70   
 
1
  “Other Expenses” are based on estimated amounts.

2
  JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent that Total Annual Operating Expenses of the Eagle Class Shares (excluding acquired fund fees and expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.70% of the average daily net assets through 6/30/11. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

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

•  
  $10,000 initial investment,

•  
  5% return each year, and

•  
  Total annual operating expenses

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

YOUR COST ($)

(with or without redemption)

1 Year
        3 Years
    5 Years
    10 Years
72
           
224
   
390
   
871
 

4   J.P. MORGAN MONEY MARKET FUNDS



JPMorgan Tax Free Money Market Fund

The Fund’s Objective

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

The Fund’s Main Investment Strategy

Under normal conditions, the Fund will try to invest its assets exclusively in municipal obligations, the interest on which is excluded from federal income taxes. As a fundamental policy, the Fund will invest at least 80% of the value of its Assets in municipal obligations. For purposes of this policy, “Assets” means net assets, plus the amount of borrowings for investment purposes.

Municipal obligations are securities that:

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

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

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

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

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

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

  The dollar-weighted average maturity of the Fund will generally be 60 days or less. For a discussion of dollar-weighted average maturity, please see page 17.

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

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

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

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

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

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

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

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

The Fund’s Board of Trustees may change any of these investment policies (including its investment objective, but excluding policies that are designated as fundamental) without shareholder approval.

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

BEFORE YOU INVEST

Investors considering the Fund should understand that:

•  
  There is no assurance that the Fund will meet its
investment objective.

•  
  The Fund does not represent a complete investment program.


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

The Fund’s Main Investment Risks

All mutual funds carry a certain amount of risk. You may lose money on your investment in the Fund. Here are some specific risks of investing in the Fund. The Fund may not achieve its objective if JPMIM’s expectations regarding particular securities or interest rates are not met.

Interest Rate Risk.  Although the Fund is generally less sensitive to interest rate changes than are funds that invest in longer-term securities, changes in short-term interest rates will cause changes to the Fund’s yield. In addition, a low-interest rate environment may prevent the Fund from providing a positive yield, paying expenses out of Fund assets or maintaining a stable net asset value of $1.00 per share.

MAY XX, 2010   5



JPMorgan Tax Free Money Market Fund (continued)

Credit Risk.  There is a risk that the issuer of a security, or the counterparty to a contract, repurchase agreement or other investment, will default or otherwise become unable to honor a financial obligation. The price and liquidity of a security can also be adversely affected if either its credit status or the market environment generally deteriorates and the probability of default rises. The value of your investment could decline as a result of these events.

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

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

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

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

•  
  There may be times that, in the opinion of the adviser, municipal money market securities of sufficient quality are not available for the Fund to be able to invest in accordance with its normal investment policies. During such times, or in response to other unusual market conditions, the adviser may invest any portion of the Fund’s assets in securities subject to federal income tax, or may hold any portion of the Fund’s assets in cash.

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

Redemption Risk. The Fund could experience a loss and the Fund’s net asset value may be affected when selling securities to meet redemption requests if the redemption requests are large or frequent, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities the Fund wishes to or is required to sell are illiquid. The Fund may be forced to sell its holdings when shareholders of the Fund make relatively large redemption requests. Furthermore, when markets are illiquid, the Fund may be unable to sell illiquid securities at its desired time or price. Illiquidity can be caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale. Certain securities that were liquid when purchased may later become illiquid, particularly in times of overall economic distress.

Net Asset Value Risk. There is no assurance that the Fund will meet its investment objective of maintaining a net asset value of $1.00 per share on a continuous basis. Furthermore, there can be no assurance that the Fund’s affiliates will purchase distressed assets from the Fund, make capital infusions, enter into capital support agreements or take other actions to ensure that the Fund maintains a net asset value of $1.00 per share. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the Fund, could face a universal risk of increased redemption pressures, potentially jeopardizing the stability of their net asset values. In general, certain other money market funds have in the past failed to maintain stable net asset values and there can be no assurance that such failures and resulting redemption pressures will not occur in the future.

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

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

6   J.P. MORGAN MONEY MARKET FUNDS



The Fund’s Past Performance

This section shows the Fund’s performance record with respect to the Fund’s shares. Because the Eagle Class Shares have not commenced operations as of the date of this prospectus, the bar chart shows how the performance of the Fund’s Reserve Shares has varied from year to year over the past ten calendar years. This provides some indication of the risks of investing in the Fund. The table shows the average annual total returns for the past one year, five years and ten years.

To obtain current yield information call 1-800-421-4184 or visit eagleasset.com. Past performance is not necessarily an indication of how any class of the Fund will perform in the future.

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

  YEAR-BY-YEAR RETURNS1,2

    


Best Quarter
           
4th quarter, 2000
         0.96 %      
Worst Quarter
   
2nd quarter, 2009
         0.00 %  
 
           
 
                  
 
   
3rd quarter, 2009
              
 
           
 
                  
 
   
4th quarter, 2009
              
 
1
  As of the date of this prospectus, the Eagle Class Shares have not commenced operations and therefore, the performance shown is that of the Reserve Shares of the Fund, which invest in the same portfolio of securities. Reserve Shares are not offered in this prospectus. The actual returns of Eagle Class Shares would have been similar to the returns shown because Eagle Class Shares have similar expenses.

2
  The Fund’s fiscal year end is the last day of February.

The Fund’s year-to-date total return as of 3/31/10 was    %.

MAY XX, 2010   7



JPMorgan Tax Free Money Market Fund (continued)

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 20091

        Past 1 Year
    Past 5 Years
    Past 10 Years
RESERVE SHARES
                 0.02             1.80             1.72   
 
1
  As of the date of this prospectus, the Eagle Class Shares have not commenced operations and therefore, the performance shown is that of the Reserve Shares of the Fund, which invest in the same portfolio of securities. Reserve Shares are not offered in this prospectus. The actual returns of Eagle Class Shares would have been similar to the returns shown because Eagle Class Shares have similar expenses.

Investor Expenses for Eagle Class Shares

The expenses of the Eagle Class Shares (including acquired fund fees and expenses) before and after reimbursement are shown below. The Total Annual Operating Expenses in the table below are based on the average net assets during the most recent fiscal year; this ratio will generally increase as Fund assets decline due to market movements, net redemptions, and other factors during the current fiscal year, but expenses will not increase beyond the level of any expense limitation in place for the Fund. 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 Eagle Class Shares assets)

Management Fees
                 0.08   
Distribution (Rule 12b-1) Fees
                 0.25   
Shareholder Service Fees
                   0.30   
Other Expenses1
                 0.07   
Total Annual Operating Expenses2
                 0.70   
 
1
  “Other Expenses” are based on estimated amounts.

2
  JPMIM, the Administrator and the Distributor have contractually agreed to waive fees and/or reimburse expenses to the extent that Total Annual Operating Expenses of the Eagle Class Shares (excluding acquired fund fees and expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.70% of the average daily net assets through 6/30/11. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

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

•  
  $10,000 initial investment,

•  
  5% return each year, and

•  
  Total annual operating expenses

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

YOUR COST ($)

(with or without redemption)

1 Year
        3 Years
    5 Years
    10 Years
72
           
224
   
390
   
871
 

8   J.P. MORGAN MONEY MARKET FUNDS



The Funds’ Management and Administration

The Funds are series of JPMorgan Trust I (the Trust), a Delaware statutory trust. The Trust is governed by Trustees who are responsible for overseeing all business activities of the Funds. In addition to the Funds, the Trust consists of other series representing separate investment funds (each, a J.P. Morgan Fund).

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 also issue other classes of shares that have different expense levels and performance and different requirements for who may invest. Call 1-800-766-7722 to obtain more information concerning each of the Funds’ other share classes. A Financial Intermediary (as described below) who receives compensation for selling Fund shares may receive a different amount of compensation for sales of different classes of shares.

The Funds’ Investment Adviser

J.P. Morgan Investment Management Inc. (JPMIM) acts as investment adviser to the Funds and makes day-to-day investment decisions for the Funds.

JPMIM is a wholly-owned subsidiary of JPMorgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan Chase), a bank holding company. JPMIM is located at 245 Park Avenue, New York, NY 10167.

During the fiscal period ended 2/28/09, JPMIM was paid management fees (net of waivers, if any), as shown below, as a percentage of average daily net assets:
    

Prime Money Market Fund
           
0.08%
Tax Free Money Market Fund
           
0.08
 

A discussion of the basis the Board of Trustees of the Trust used in reapproving the investment advisory agreement for the Funds is available in the shareholder reports for the most recent period ended August 31.

The Funds’ Administrator

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

The Funds’ Shareholder Servicing Agent

The Trust, on behalf of the Funds, has entered into a shareholder servicing agreement with JPMorgan Distribution Services, Inc. (JPMDS) under which JPMDS has agreed to provide certain support services to the Funds’ shareholders. For performing these services, JPMDS, as shareholder servicing agent, receives an annual fee of 0.30% of the average daily net assets of the Eagle Class Shares of each Fund. JPMDS has entered into a service agreement with Eagle Asset Management, Inc. under which it will pay all or a portion of the 0.30% annual fees to Eagle Asset Management, Inc. for performing shareholder and administrative services. Eagle Asset Management, Inc. may employ one or more affiliated or non-affiliated entities to perform such services. Collectively, Eagle Asset Management, Inc. and its designees are referred to herein as “Eagle.” The amount payable for “service fees” (as defined by the Financial Industry Regulatory Authority (FINRA)) does not exceed 0.25% of the average annual net assets attributable to the Eagle Class Shares of each Fund.

The Funds’ Distributor

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

Each of the Funds has adopted a Rule 12b-1 distribution plan under which they pay annual distribution fees of up to 0.25% of the average daily net assets attributable to Eagle Class Shares.

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

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

Additional Compensation to Financial Intermediaries

JPMIM, 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, including Eagle, whose customers

MAY XX, 2010   9



The Funds’ Management and Administration (continued)


invest in shares of the J.P. Morgan 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 J.P. Morgan Funds on a 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 J.P. Morgan Fund shareholders. JPMIM and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the J.P. Morgan 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 J.P. Morgan Funds over other investment options they make available to their customers. See the Statement of Additional Information (SAI) for more information.

10   J.P. MORGAN MONEY MARKET FUNDS



How Your Account Works

The Funds’ Eagle Class Shares are offered only to shareholders of mutual funds advised by Eagle and to clients of Eagle and its affiliates (collectively, Eagle Clients). Eagle Class Shares may not be purchased directly from the Funds. Instead Eagle Clients may purchase the Eagle Class Shares through accounts maintained with Eagle or its affiliates, including Raymond James & Associates (“RJA”), Raymond James Financial Services, Inc., Raymond James Financial Services Advisers, Inc. and independent advisers for which RJA or its affiliates provide correspondent dealer or administrative services. Eagle may impose policies, limitations and fees which are different than those described herein.

BUYING FUND SHARES

You do not pay any sales charge (sometimes called a load) when you buy Eagle Class Shares of these Funds.

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

The NAV of each class of shares is generally calculated as of the cut-off time each day the Funds are accepting orders. You will pay the next NAV per share calculated after the J.P. Morgan Institutional Funds Service Center accepts your order.

Shares are available on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open. In addition to weekends, the Federal Reserve is closed on the following national holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day. A Fund may close when the Federal Reserve is open and the New York Stock Exchange (NYSE) is closed, such as Good Friday. On any business day when the Securities Industry and Financial Markets Association (SIFMA) recommends that the securities markets close trading early, a Fund may close trading early.

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

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

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

Eagle will be responsible for transmitting your purchase order to a Fund by the Fund’s cut-off time. Eagle may have an earlier cut-off time for purchase orders. In addition, Eagle may be closed at times when a Fund is open.

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

Prime Money Market Fund
           
5:00 P.M. ET
Tax Free Money Market Fund
           
NOON ET
 

The Fund must receive “federal funds” by the close of the Federal Reserve wire transfer system (normally, 6:00 p.m. ET) on the same business day the purchase order is placed. In the event that an order is placed by the cut-off time specified above but the related wire payment is not received by the Fund by the close of the Federal Reserve wire transfer system that same day, then either your order may not be effective until the next business day on which federal funds are timely received by the Fund, or the Fund reserves the right to cancel your purchase order and you will be liable for any resulting losses or fees incurred by the Fund or the Fund’s transfer agent. If you pay by check before the cut-off time, we will generally process your order the next business day the Fund is open for business.

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

How to Invest

Contact your Financial Advisor. You may invest in a Fund by contacting your financial advisor, who will transmit your request to the Fund and may charge you a fee for this service. The availability of certain services described below may be limited by your financial intermediary who may set their own minimum purchase, balance, eligibility or other requirements. Please contact your financial advisor for more information.

Your financial advisor may have established a sweep program for investors who maintain a brokerage account with a participating dealer. Under such sweep programs, free credit cash balances in a brokerage account arising from sales of securities for cash, redemptions of debt securities, dividend and interest payments and deposited funds may be invested automatically

MAY XX, 2010   11



How Your Account Works (continued)


in the Funds. Fund purchases usually will be made on the next business day following the day that credit balances are generated in your account at your financial intermediary. Likewise, brokerage account cash debit balances arising from the purchase of securities or other brokerage activity may trigger redemptions in the Funds. These sweep programs are subject to the financial intermediary’s minimum purchase, balance, eligibility and other requirements. Please contact your financial advisor for more information.

Contact Eagle. You may invest in Eagle Class Shares of a Fund by completing and signing an account application available from your financial advisor, Eagle or Eagle’s website, eagleasset.com. In order to open a new account, you must designate a financial advisor affiliated with a financial intermediary authorized to sell Eagle Class Shares and complete the financial advisor section, including signature, of the application. Indicate the Fund and the amount you wish to invest. Make your check payable [to the specific Fund] you are purchasing. Checks must be drawn on an account at a U.S. bank. Additionally, Eagle does not accept third party checks or cash. Mail the application and your payment to: Eagle Fund Services, Inc., P.O. Box 33022, St. Petersburg, FL 33733.

The minimum investment for each Fund, which may be waived at Eagle’s discretion, is:
    

Type of account
        Initial
investment
    Subsequent
investment
Regular account
           
$1,000
   
No minimum
Periodic investment program
           
$50
   
$50 per month
Retirement account
           
$500
   
No minimum
 

If your account balance falls below $1,000, Eagle reserves the right to request that you buy more shares or close your account. If your account balance is still below the minimum 30 calendar days after notification, Eagle reserves the right to close your account and send the proceeds to your address of record.

An order must be in good order and supported by all appropriate documentation and information in proper form, including the name of the registered shareholder and your account number. Eagle may refuse to honor incomplete orders.

Once your account is opened, you may add to your investment in the following ways:

  If you provide your bank account information on your application, Eagle can initiate a purchase from that account. Complete the appropriate sections of the Eagle account application and attach a voided check to activate this service.

  You may instruct Eagle to periodically transfer funds from a specific bank checking account to your Eagle account. The service is only available in instances in which the transfer can be effected by automated clearing house transfers (“ACH”). Complete the appropriate sections of the account application or the Eagle direct payment plan form to activate this service. Eagle reserves the right to cancel a periodic investment program if payment from your bank is rejected for two consecutive periods or if you make regular withdrawals from your account without maintaining the minimum balance.

  You may instruct your employer, insurance company, the Federal government or other organization to direct all or part of the payments you receive to your Eagle account. All payments from the U.S. government, including payroll, pension, Social Security and income tax refunds are eligible for this service. Contact Eagle at 1-800-421-4184 for details.

  You may instruct your bank to send a Federal Reserve wire, in U.S. Dollars, to your Eagle account.. Contact Eagle at 1-800-421-4184 or your financial advisor to obtain wire instructions. Your bank may charge a wire fee.

Eagle offers several options for registering your Eagle Mutual Fund account. To establish a Transfer on Death (“TOD”) arrangement, an additional TOD agreement is required. Additionally, Eagle offers a range of IRA retirement plans including Traditional, Roth, SEP and SIMPLE IRA plans. IRA plans require a separate adoption agreement as well as separate forms to sell your shares. The TOD and IRA agreements are available from your financial advisor, Eagle or Eagle’s website at eagleasset.com.

For more information:

•  
  Write Eagle Fund Services, Inc.
P.O. Box 33022
St. Petersburg, FL 33733

•  
  Call 1-800-421-4184

•  
  Visit eagleasset.com.

General

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

Federal law requires all financial institutions, including Eagle, to obtain, verify and record information that identifies each person who opens an account. When you open an account, you will be asked for certain information. Your account application is required by law to be rejected if the required identifying information is not provided. Once all required information is received, federal law requires that your identity be verified. After an account is opened, your ability to purchase additional

12   J.P. MORGAN MONEY MARKET FUNDS




shares may be restricted until your identity is verified. If your identity cannot be verified within a reasonable time, your account may be closed and your shares redeemed at the NAV per share next calculated after the account is closed.

Eagle is paid by JPMDS to assist you in executing Fund transactions and monitoring your investment. Eagle provides the following services in connection with its customers’ investments in the Funds:

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

•  
  Maintaining account records for customers

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

•  
  Responding to inquiries from shareholders

•  
  Assisting customers with investment procedures.

SELLING FUND SHARES

You can sell, or redeem, Eagle Class Shares of your Fund for cash on any day that the Funds are open for business, subject to certain restrictions. You will receive the next NAV per share calculated after the Fund receives and accepts your order from Eagle. The Fund must accept your order from Eagle by the Fund’s cut-off time in order for us to process your order at that day’s price.

When you sell shares, payment of the proceeds (less any applicable CDSC) generally will be made by the next business day after your order is received. If you sell shares that were recently purchased by check or ACH, payment will be delayed until we verify that those funds have cleared, which may take up to two weeks. Transactions submitted by a third party via the ACH Network will be accepted at the Eagle’s discretion. Eagle may have an earlier cut-off time than the Funds’ cut-off for redemption orders. Contact Eagle for further details.

Contact your Financial Advisor. You may sell your shares through your financial advisor who can prepare the necessary documentation. Your financial intermediary will transmit your request to sell shares of your Fund and may charge you a fee for this service.

Your financial advisor may have established a sweep program with the Funds for investors who maintain a brokerage account with a participating dealer. Brokerage cash debits arising from purchases of securities for cash or other brokerage activity will automatically sweep from the Funds for active program participants.

Contact Eagle. You may sell shares by calling Eagle at 1-800-421-4184, or by sending a letter of instruction. Specify the Fund and share class, your account number, the name(s) in which the account is registered and the dollar value or number of shares you wish to sell. Mail the request to Eagle Fund Services, Inc., P.O. Box 33022, St. Petersburg, FL 33733. All registered owners on the account must sign the request. Additional documentation may be required for sales of shares held in corporate, partnership or fiduciary accounts. The availability of these services may be limited by your financial intermediary who may set their own requirements. Please contact your financial advisor for more information.

Payment can be made (i) directly to a bank account titled the same as your Eagle account for which you have previously provided information to us in writing on your account application or subsequent form (Funds are generally available in your bank account two to three business days after we receive your request), or (ii) by check to your address of record, provided there has not been an address change in the last 30 calendar days.

A written request including a medallion signature guarantee is required if the redemption is (i) $100,000 and greater, (ii) sent to an address other than the address of record, or preauthorized bank or brokerage firm account, (iii) sent to a payee other than the shareholder of record, or (iv) sent to an address of record that has been changed within the past 30 calendar days. A notary public cannot guarantee your signature.

You may establish a plan for periodic withdrawals from your Eagle account. Withdrawals can be made on the 1st, 5th, 10th or 20th day of the month at monthly, quarterly, semiannual or annual intervals. If such a day falls on a weekend or holiday, the withdrawal will take place on the next business day. To establish a plan, complete the appropriate section of the account application or the Eagle systematic withdrawal form (available from your financial advisor, Eagle, or Eagle’s website at eagleasset.com) and send that form to Eagle. Eagle reserves the right to cancel systematic withdrawals if insufficient shares are available for two or more consecutive months.

Application of CDSC. Redemptions may be subject to a sales charge or a contingent deferred sales charge (CDSC) if they were acquired by exchange from another mutual fund advised or offered by Eagle (Eagle family of funds) and have not satisfied the holding period requirement of that Fund. To keep your CDSC as low as possible, each time you redeem shares, Eagle will first sell any shares in your account that carry no CDSC. If there are not enough of those to meet your request, we will sell those shares that have been held the longest. There is no CDSC on shares acquired through reinvestment of dividends or other distributions. However, any period of time you held shares of the Funds or other Eagle money market funds will not be counted for purposes of calculating the CDSC.

MAY XX, 2010   13



How Your Account Works (continued)

For more information:

•  
  Write Eagle Fund Services, Inc.
P.O. Box 33022
St. Petersburg, FL 33733

•  
  Call 1-800-421-4184

•  
  Visit eagleasset.com.

Redemptions-In-Kind

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Funds reserve 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 Funds 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 Funds and its remaining shareholders.

EXCHANGING FUND SHARES

You may exchange Eagle Class Shares of each of these Funds for shares of any other mutual fund advised or offered by Eagle (Eagle Mutual Fund), or for shares of the other Fund, subject to the investment requirements of that fund. Obtain a Prospectus of that fund from your financial advisor or through Eagle by calling 1-800-421-4184 or visiting eagleasset.com. You may exchange your Eagle Class shares by calling your financial advisor or Eagle if you exchange to a like-titled Eagle Mutual Fund account. Written instructions with a medallion signature guarantee are required if the accounts are not identically titled.

Shares that have previously paid a sales charge in a fund managed or offered by Eagle will exchange with no additional sales charge for the duration that the shares remain in the Eagle family of funds. Eagle Shares that have not previously been subject to an initial sales charge or CSDC holding period will be subject to the initial purchase conditions of that fund. The Funds and each Eagle Mutual Fund may terminate the exchange privilege upon 60 days notice.

Generally, an exchange between Eagle Mutual Funds is considered a sale of Fund shares. Carefully read the prospectus of the Fund you want to buy before making an exchange. You should consult your tax advisor before making an exchange.

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

OTHER INFORMATION CONCERNING THE FUNDS

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

The Funds may suspend your ability to redeem or may postpone payment for more than seven days (more than one day for the JPMorgan Prime Money Market Fund) when:

1.  
  Trading on the NYSE is restricted;

2.  
  The NYSE is closed (other than weekend and holiday closings);

3.  
  Federal securities laws permit;

4.  
  The SEC has permitted a suspension; or

5.  
  An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the SAI for more details about this process.

14   J.P. MORGAN MONEY MARKET 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 gains 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 deducts any expenses and then pays out the earnings, if any, to shareholders as distributions.

Each Fund declares dividends of net investment income, if any, daily, so your shares can start earning dividends on the day you buy them. Each Fund distributes such dividends monthly in the form of additional Fund shares of the same class, unless you tell us that you want distributions in cash or as a deposit in a pre-assigned bank account. The taxation of dividends will not be affected by the form in which you receive them. For each taxable year, each Fund will distribute substantially all of its net investment income and short-term capital gain. No Fund expects to realize long-term capital gain.

For federal income tax purposes, dividends of net investment income (other than “exempt-interest dividends” as described below) and any net short-term capital gain, generally are taxable as ordinary income. If, at the close of each quarter of its taxable year, at least 50% of the value of a Fund’s total assets consists of tax-exempt interest obligations, that Fund will be eligible to designate distributions of interest derived from tax-exempt-interest obligations as “exempt-interest dividends.” Properly designated exempt-interest dividends paid by the Tax Free Money Market Fund generally are not subject to federal income taxes, but may be subject to state and local taxes and may be subject to federal alternative minimum tax, both for individuals and corporate shareholders. It is unlikely that dividends from any of the Funds will qualify to any significant extent for the reduced 15% tax rate applicable to qualified dividend income. The state or municipality where you live might not charge you state and local taxes on properly designated exempt-interest dividends earned on certain bonds. You should consult your tax advisor concerning your own tax situation and the state and local tax consequences of investing in a Fund. Shareholders that receive social security or railroad retirement benefits should also consult their tax advisers to determine what effect, if any, an investment in any of the Funds may have on the federal taxation of their benefits. Exempt-interest dividends are generally included in income for purposes of determining the amount of benefits that are taxable.

A Fund’s investments in certain debt obligations and asset backed securities may require a Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, a Fund may be required to liquidate other investments in its portfolio that it otherwise would have continued to hold, including when it is not advantageous to do so.

If you receive distributions that are properly designated capital gain dividends, the tax rate will be based on how long the Fund held a particular asset, not on how long you have owned your shares. Each Fund expects substantially all of its distributions of capital gain to be attributable to short-term capital gain which is taxed as ordinary income.

Regarding the Prime Money Market Fund, the Fund’s investment in foreign securities may be subject to foreign withholding or other taxes. In that case, the Fund’s yield would be decreased.

Please see the Statement of Additional Information for additional discussion of the tax consequences of these above-described and other investments to each 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.

Gain, if any, resulting from the sale or exchange of your shares generally will be subject to tax.

Any investor for whom a Fund does not have a valid Taxpayer Identification Number may be subject to backup withholding.

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

The above is a general summary of the tax implications of investing in the Funds. Because each investor’s tax consequences are unique, please consult your tax advisor to see how investing in the Funds will affect your own tax situation.

SHAREHOLDER STATEMENTS AND REPORTS

Eagle or your Financial Intermediary will send you transaction confirmation statements and monthly account statements. Please review these statements carefully. The Funds will correct errors if notified within 10 days of the date printed on the transaction confirmation or account statement. Your Financial Intermediary may have a different cut-off time. J.P. Morgan 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.

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.

MAY XX, 2010   15



Shareholder Information (continued)

If you have any questions or need additional information, please write to the J.P. Morgan Institutional Funds Service Center at 500 Stanton Christiana Road, 3-3750, Newark, DE 19713 or call 1-800-766-7722.

AVAILABILITY OF PROXY VOTING RECORD

The Trustees have delegated the authority to vote proxies for securities owned by each Fund to JPMIM. A copy of each Fund’s voting record for the most recent 12-month period ended June 30 is available on the SEC’s website at www.sec.gov or on the J.P. Morgan 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

Each business day, each Fund will make available upon request an uncertified complete schedule of its portfolio holdings as of the prior business day. Not later than 60 days after the end of each fiscal quarter, each Fund will make available a certified complete schedule of its portfolio holdings as of the last day of that quarter. In addition to providing hard copies upon request, the Funds will post these quarterly schedules on the J.P. Morgan 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 J.P. Morgan Funds’ external website on a more timely basis.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800-766-7722 or calling Eagle at 1-800-421-4184.

A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio holdings is available in the SAI.

16   J.P. MORGAN MONEY MARKET FUNDS



What the Terms Mean

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

Commercial paper: Short-term securities with maturities of 1 to 270 days which are issued by banks, corporations and others.

Demand notes: Debt securities with no set maturity date. The investor can generally demand payment of the principal at any time.

Dollar-weighted average maturity: The average maturity of the Fund is the average amount of time until the organizations that issued the debt securities in the Fund’s portfolio must pay off the principal amount of the debt. “Dollar- weighted” means the larger the dollar value of debt security in the Fund, the more weight it gets in calculating this average.

Floating rate securities: Securities whose interest rates adjust automatically whenever a particular interest rate changes.

Liquidity: The ability to easily convert investments into cash without losing a significant amount of money in the process.

Management fee: A fee paid to the investment adviser to manage the Fund and make decisions about buying and selling the Fund’s investments.

Municipal lease obligations: These provide participation in municipal lease agreements and installment purchase contracts, but are not part of general obligations of the municipality.

Municipal obligations: Debt securities issued by or on behalf of states, territories and possessions or by their agencies or other groups with authority to act for them. Interest on certain municipal obligations, generally issued as general obligation and revenue bonds, is exempt from federal taxation and state and/or local taxes in the state where issued.

Other expenses: Miscellaneous items, including transfer agency, administration, custody and registration fees.

Qualified banks: (i) U.S. banks with more than $1 billion in total assets, and foreign branches of these banks; or (ii) foreign banks with the equivalent of more than $1 billion in total assets and which have branches or agencies in the U.S. or (iii) other U.S. or foreign commercial banks which the Fund’s adviser judges to have comparable credit standing.

Repurchase agreement: A special type of a short-term investment. A dealer sells securities to a Fund and agrees to buy them back later for a set price. This set price includes interest. In effect, the dealer is borrowing the Fund’s money for a short time, using the securities as collateral.

Reverse repurchase agreement: Contract whereby the Fund sells a security and agrees to repurchase it from the buyer on a particular date and at a specific price. Considered a form of borrowing.

Shareholder service fee: A fee to cover the cost of paying Financial Intermediaries to provide certain support services for your account.

U.S. government securities: Debt instruments (Treasury bills, notes, and bonds) guaranteed by the U.S. government for the timely payment of principal and interest.

Variable rate securities: Securities whose interest rates are periodically adjusted.

MAY XX, 2010   17



Financial Highlights

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

18   J.P. MORGAN MONEY MARKET FUNDS



Legal Proceedings and Additional Fee and Expense Information
Affecting Former One Group Mutual Funds

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, Banc One Investment Advisors Corporation (BOIA), now known as JPMorgan Investment Advisors Inc., entered into agreements with the Securities and Exchange Commission (the SEC) and the New York Attorney General (NYAG) in resolution of investigations conducted by the SEC and the NYAG into market timing of certain funds advised by BOIA which were series of One Group Mutual Funds, possible late trading of certain funds and related matters. In its settlement with the SEC, BOIA consented to the entry of an order by the SEC (the SEC Order) instituting and settling administrative and cease-and-desist proceedings against it. Under the terms of the SEC Order and the NYAG settlement agreement, BOIA agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which is being distributed to certain current and former shareholders of certain funds. Pursuant to the settlement agreement with the NYAG, BOIA reduced its management fee for certain funds which were series of One Group Mutual Funds (now known as JPMorgan Trust II) in the aggregate amount of approximately $8 million annually (based on assets under management as of June 30, 2004) over a five-year period commencing September 27, 2004 through September 27, 2009.

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

As noted above, the settlement agreement with the NYAG requires JPMorgan Investment Advisors to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between JPMorgan Investment Advisors and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by JPMorgan Investment Advisors and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that JPMorgan Investment Advisors and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through September 27, 2009. The Reduced Rate Funds are the JPMorgan Large Cap Value Fund, JPMorgan Equity Index Fund, the JPMorgan Equity Income Fund, the JPMorgan Government Bond Fund and the JPMorgan U.S. Equity Fund (the successor by merger to the One Group Diversified Equity Fund) and the Reduced Rates on various classes of those Funds were implemented September 27, 2004.

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

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

MAY XX, 2010   19



Legal Proceedings and Additional Fee and Expense Information
Affecting Former One Group Mutual Funds (continued)


Investment Advisors and its affiliates, as applicable. The affected Funds offered in this prospectus are not subject to a Reduced Rate.
    

        Class
    Net
Expense Ratio
    Gross
Expense Ratio
JPMorgan Prime Money Market Fund
           
Eagle Class
         0.70 %            0.70 %  
 

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 May 1, 2010, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

•  
  Your investment has a 5% return each year;

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

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

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

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

“Gross Cumulative Return” shows what the cumulative return on your investment at the end of each 12-month period (year) ended June 30 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.” “Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.

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

20   J.P. MORGAN MONEY MARKET FUNDS



JPMorgan Prime Money Market Fund

        Eagle Shares
   
Period Ended


  
Annual
Costs
  
Gross
Cumulative
Return
  
Net
Cumulative
Return
  
Net
Annual
Return
April 30, 2011
              $ 72              5.00 %            4.30 %            4.30 %  
April 30, 2012
                 75              10.25             8.78             4.30   
April 30, 2013
                 78              15.76             13.46             4.30   
April 30, 2014
                 81              21.55             18.34             4.30   
April 30, 2015
                 85              27.63             23.43             4.30   
April 30, 2016
                 88              34.01             28.74             4.30   
April 30, 2017
                 92              40.71             34.27             4.30   
April 30, 2018
                 96              47.75             40.05             4.30   
April 30, 2019
                 100              55.13             46.07             4.30   
April 30, 2020
                 104              62.89             52.35             4.30   
 

MAY XX, 2010   21



HOW TO REACH US

For Shareholder Inquiries:

By mail:

Eagle Fund Services, Inc.
P.O. Box 33022
St. Petersburg, FL 33733

By telephone

Call Eagle Asset Management, Inc.
at 1-800-421-4184

Online

www.eagleasset.com

Via e-mail

EagleFundServices@eagleasset.com

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.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies. It is incorporated by reference into this prospectus. This means, by law, it is considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any questions, by calling us at 1-800-766-7722 or writing to:

J.P. Morgan Institutional Funds Service Center
500 Stanton Christiana Road, 3-OPS3
Newark, DE 19713

If you buy your shares through a Financial Intermediary, you should contact that Financial Intermediary directly for more information. You can also find information online at www.jpmorganfunds.com.

You can write or e-mail the SEC’s Public Reference Room and ask them to mail you information about the Funds, including the SAI. They will charge you a copying fee for this service. You can also visit the Public Reference Room and copy the documents while you are there.

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

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

Investment Company Act File No.
JPMorgan Trust I

 

811-21295


©JPMorgan Chase & Co. 2010    All rights reserved. May 2010.

PR-XXX-510
    



J.P. Morgan Money Market Funds

STATEMENT OF ADDITIONAL INFORMATION
PART I

July 1, 2009
(as supplemented May xx , 20 10 )

JPMORGAN TRUST I (“JPMT I”)

F nd Name
        JPMorgan
Prime
Money
Market
Fund
(“Prime
Money
Market
Fund”)
    JPMorgan
Federal
Money
Market
Fund
(“Federal
Money
Market
Fund”)
    JPMorgan
100% U.S.
Treasury
Securities
Money
Market
Fund
(“100% U.S.
Treasury
Securities
Money
Market
Fund”)
    JPMorgan
Tax Free
Money
Market
Fund (“Tax
Free
Money
Market
Fund”)
    JPMorgan
California
Municipal
Money
Market
Fund
(“California
Municipal
Money
Market
Fund”)
    JPMorgan
New York
Municipal
Money
Market
Fund
(“New York
Municipal
Money
Market
Fund”)
Capital
                 CJPXX                           CJTXX                                           
Institutional Class
                 JINXX              JFMXX              JTSXX              JTFXX                              
Agency
                 VMIXX              VFIXX              VPIXX              VTIXX                              
Premier
                 VPMXX              VFPXX              VHPXX              VXPXX                              
Investor
                 JPIXX                                                                     
Morgan
                 VMVXX              VFVXX              HTSXX              VTMXX              VCAXX              VNYXX    
Reserve
                 JRVXX              JFRXX              RJTXX              RTJXX                           JNYXX    
Class B
                 CPBXX                                                                     
Class C
                 JXCXX                                                                     
Cash Man agement
                 JCMXX                                                                     
Service
                 JPSXX                           JTVXX                           JCVXX              JNVXX    
Direct
                 JMDXX                                        JTDXX                              
E*TRADE Class
                                                                     JCEXX              JNEXX    
Eagle Class
                 *                                        *                                  
 

* An exchange ticker symbol is not available for this share class.



JPMORGAN TRUST II (“JPMT II”)

Fund Name
        JPMorgan
Liquid
Assets
Money
Market
Fund
(“Liquid
Assets
Money
Market
Fund”)
    JPMorgan
U.S.
Government
Money
Market
Fund (“U.S.
Government
Money
Market
Fund”)
    JPMorgan
U.S.
Treasury
Plus Money
Market
Fund (“U.S.
Treasury
Plus Money
Market
Fund”)
    JPMorgan
Municipal
Money
Market
Fund
(“Municipal
Money
Market
Fund”)
    JPMorgan
Michigan
Municipal
Money
Market
Fund
(“Michigan
Municipal
Money
Market
Fund”)
    JPMorgan
Ohio
Municipal
Money
Market
Fund (“Ohio
Municipal
Money
Market
Fund”)
Capital
                 CJLXX              OGVXX                                                        
Institutional Class
                 IJLXX              IJGXX              IJTXX              IJMXX                              
Agency
                 AJLXX              OGAXX              AJTXX              JMAXX                              
Premier
                 PJLXX              OGSXX              PJTXX              HTOXX              WMIXX              OGOXX    
Investor
                 HLPXX              JGMXX              HGOXX                                           
Morgan
                 MJLXX              MJGXX              MJTXX              MJMXX              MMJXX              JOMXX    
Reserve
                 HPIXX              RJGXX              HTIXX              OGIXX              PEMXX              HOIXX    
Class B
                 OPBXX                           OTBXX                                           
Class C
                 OPCXX                           OTCXX                                           
Service
                 OPSXX              SJGXX              JPVXX              SJMXX                           VOSXX    
Direct
                              JGDXX              JUDXX                                           
E*TRADE Class
                 JLEXX                                        JMEXX                                
 

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

This Statement of Additional Information (“SAI”) is not a prospectus but contains additional information which should be read in conjunction with the prospectuses for the Funds dated July 1, 2009, as supplemented from time to time , the prospectus dated July 15, 2009 for Direct Shares of the Prime Money Market Fund, Tax Free Money Market Fund, U.S. Government Money Market Fund and U.S. Treasury Plus Money Market Fund and the prospectus dated May xx, 2010 for Eagle Class Shares of the Prime Money Market Fund and the Tax Free Money Market Fund (collectively, the “Prospectuses”) . Additionally, this SAI incorporates by reference the audited financial statements dated February 28, 2010 , 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 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 J.P. Morgan Funds. For more information about the Funds or the Financial Statements, simply write or call:

Morgan Shares, Class B Shares and Class C Shares:
           
Agency Shares, Capital Shares, Cash Management, Institutional Class Shares, Investor Shares, Premier Shares, Reserve Shares, Service Shares, Direct Shares , Eagle Class Shares and E*TRADE Class Shares:
J.P. Morgan Funds Services
           
J.P. Morgan Institutional Funds Service Center
P.O. Box 8528
           
500 Stanton Christiana Road, 3-OPS3
Boston, MA 02266-8528
           
Newark, DE 19713
1-800-480-4111
           
1-800-766-7722
 

SAI-MMKT- 510



TABLE OF CONTENTS

PART I

 
GENERAL
                 1   
The Trusts and the Funds
                 1   
Share Classes
                 2   
Miscellaneous
                 3   
INVESTMENT POLICIES
                 3   
INVESTMENT PRACTICES
                 9   
ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES
                 12   
DIVERSIFICATION
                 21   
QUALITY DESCRIPTION
                 21   
Commercial Paper Ratings
                 21   
TRUSTEES
                 22   
Standing Committees
                 22   
Ownership of Securities
                 22   
Trustee Compensation
                 24   
INVESTMENT ADVISER
                 26   
Investment Advisory Fees
                 26   
ADMINISTRATOR
                 28   
Administrator Fees
                 28   
DISTRIBUTOR
                 28   
Compensation Paid to JPMDS
                 28   
Distribution Fees
                 29   
SHAREHOLDER SERVICING
                 31   
Shareholder Services Fees
                 31   
BROKERAGE AND RESEARCH SERVICES
                 33   
Broker Research
                 33   
Securities of Regular Broker-Dealers
                 33   
FINANCIAL INTERMEDIARY
                 34   
Other Cash Compensation Payments
                 34   
TAX MATTERS
                 34   
State Specific Tax Information
                 34   
Capital Loss Carryforwards
                 36   
PORTFOLIO HOLDINGS DISCLOSURE
                 36   
SHARE OWNERSHIP
                 38   
Trustees and Officers
                 38   
Principal Holders
                 38   
FINANCIAL STATEMENTS
                 38   
Principal Shareholders
           
Attachment I-A
 

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 is a successor mutual fund to J.P. Morgan 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 operated as a series of J.P. Morgan Mutual Fund Trust (“JPMMFT” or the “Predecessor JPM Trust”) prior to reorganizing and redomiciling as series of J.P. Morgan Mutual Fund Series (“JPMMFS”) on February 18, 2005.

Shareholders of each of the Predecessor Funds approved an Agreement and Plan of Reorganization and Redomiciliation (“Shell Reorganization Agreements”) between the Predecessor Trust, on behalf of the Predecessor JPMorgan Funds, and JPMMFS, on behalf of its series. Pursuant to the Shell Reorganization Agreements, the Predecessor JPMorgan Funds 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 (“Predecessor OG Funds”). 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) in this SAI prior to the Closing Date refers to the Predecessor JPMorgan Funds and the Predecessor OG Funds (collectively the “Predecessor Funds”).

J.P. Morgan Funds. After the close of business on February 18, 2005, certain Predecessor JPMorgan Funds and Predecessor OG Funds merged with and into the Funds listed below. The following list identifies the target funds and the surviving funds:

Target Funds
           
Surviving Funds
One Group Treasury Only Money Market Fund
           
JPMorgan 100% U.S Treasury Securities Money Market Fund
One Group U.S. Government Securities Money Market Fund; JPMorgan U.S. Government Money Market Fund
           
One Group Government Money Market Fund now known as JPMorgan U.S. Government Money Market Fund
JPMorgan Liquid Assets Money Market Fund
           
One Group Prime Money Market Fund now known as JPMorgan Liquid Assets Money Market Fund
JPMorgan Treasury Plus Money Market Fund
           
One Group U.S. Treasury Securities Money Market Fund now known as JPMorgan U.S. Treasury Plus Money Market Fund
 

Fund Names. Prior to February 19, 2005, the following Funds were renamed with the approval of the Board of Trustees:

Former Name
           
Current Name
One Group Government Money Market Fund
           
JPMorgan U.S. Government Money Market Fund
One Group Michigan Municipal Money Market Fund
           
JPMorgan Michigan Municipal Money Market Fund
One Group Municipal Money Market Fund
           
JPMorgan Municipal Money Market Fund

Part I - 1



One Group Ohio Municipal Money Market Fund
           
JPMorgan Ohio Municipal Money Market Fund
One Group Prime Money Market Fund
           
JPMorgan Liquid Assets Money Market Fund
One Group U.S. Treasury Securities Money Market Fund
           
JPMorgan U.S. Treasury Plus Money Market Fund
JPMorgan California Tax Free Money Market Fund
           
JPMorgan California Municipal Money Market Fund
JPMorgan New York Tax Free Money Market Fund
           
JPMorgan New York Municipal Money Market Fund
 

Effective September 10, 2001, the Board of Trustees of JPMMFT approved the re-naming of the following Funds:

Current Name
           
Former Name
JPMorgan Prime Money Market Fund
           
JPMorgan Prime Money Market Fund II
JPMorgan Federal Money Market Fund
           
JPMorgan Federal Money Market Fund II
 

Effective May 1, 2003, the Predecessor JPM Trust was renamed with the approval of the Board of Trustees to J.P. Morgan Mutual Fund Trust from Mutual Fund Trust.

Share Classes

The Trustees of the Funds have authorized the issuance and sale of the following classes of shares of the Funds:

Fund
        Capital     Institutional
Class
    Agency     Premier     Investor     Morgan     Reserve     Class
B
    Class
C
    Cash
Management
    Service     Direct     E*Trade
Class
    Eagle
Class
Prime Money Market Fund
                 X              X              X              X              X 6            X              X              X              X              X              X              X 6                            X 7,8   
Liquid Assets Money Market Fund
                 X              X              X              X              X 1            X              X 2            X              X                             X                             X 5                  
U.S. Government Money Market Fund
                 X 3            X              X 3            X 3            X 6            X              X 2                                                         X              X 6                                   
U.S. Treasury Plus Money Market Fund
                                X              X              X              X 1            X              X 2            X              X                             X              X 6                                   
Federal Money Market Fund
                                X              X              X                             X              X                                                                                                                    
100% U.S. Treasury Securities Money Market Fund
                 X              X              X              X                             X              X                                                           X                                                    
Tax Free Money Market Fund
                                X              X              X                             X              X                                                                          X 6                            X 7,8   
Municipal Money Market Fund
                                X              X              X 4                           X              X 2                                                         X                             X 5                  
California Municipal Money Market Fund
                                                                                            X                                                                          X                             X 5                  
Michigan Municipal Money Market Fund
                                                              X 4                           X              X 2                                                                                                                  
New York Municipal Money Market Fund
                                                                                            X              X                                                           X                             X 5                  
Ohio Municipal Money Market Fund
                                                              X 4                           X              X 2                                                         X                                                    
 
1  
  Effective February 19, 2005, Class I Shares of these Funds were redesignated Investor Shares.

2  
  Effective February 19, 2005, Class A Shares of these Funds were redesignated Reserve Shares. Shareholders who were not utilizing sweep services as of February 18, 2005 automatically exchanged their Reserve Shares for Morgan Shares.

3  
  Effective February 19, 2005, Class I Shares, Administrative Class Shares, and Class S Shares of this Fund were redesignated Capital Shares, Agency Shares, and Premier Shares, respectively.

4  
  Effective February 19, 2005, Class I Shares of these Funds were redesignated Premier Shares.

Part I - 2



5  
  E*TRADE Class Shares are available only to clients of E*TRADE Securities, LLC.

6   
  Direct Shares are available only to clients of SVB Asset Management.

7  
  Eagle Class Shares are available only to clients of Eagle Asset Management and its affiliates.

8  
  As of the date of this SAI, Eagle Class Shares have not commenced operations.

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

Much of the information contained herein expands upon subjects discussed in the Prospectuses for the respective Funds. No investment in a particular class of Shares of a Fund should be made without first reading that Fund’s Prospectus.

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, J.P. Morgan Mutual Fund Group (“JPMMFG”), J.P. Morgan Mutual Fund Investment Trust (“JPMMFIT”), and J.P. Morgan Fleming Mutual Fund Group (“JPMFMFG”) (each a “J.P. Morgan Fund”, and together with the Funds, the “J.P. Morgan 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 are advised by J.P. Morgan Investment Management Inc. (“JPMIM”). Certain other of the J.P. Morgan Funds are advised by Security Capital Research & Management Incorporated (“SC-R&M”), and/or subadvised by JF International Management Inc. (“JFIMI”) or Highbridge Capital Management, LLC (“HCM”). JPMIM, 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.” Effective January 1, 2010, the investment advisory business of JPMorgan Investment Advisors Inc. (“JPMIA”), which was the adviser for certain of the J.P. Morgan Funds, was transferred to JPMIM and JPMIM became the investment adviser for certain other of the J.P. Morgan Funds that were previously advised by JPMIA.

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

INVESTMENT POLICIES

The following investment policies have been adopted by the respective Trust with respect to the applicable Funds. The investment restrictions listed below under the heading “Fundamental Investment Policies ” 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 Fund (including the investment objectives of the JPMT I Funds) are non-fundamental, unless otherwise designated in the Prospectus or herein, and may be changed by the Trustees of the Fund without shareholder approval.

The percentage limitations contained in the policies 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

Part I - 3




resulting from any cause other than actions by the Fund will not be considered a violation. If the value of the 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 policies 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.

Investment Restrictions of Funds that Are Series of JPMT I

Fundamental Investment Policies . Each Fund:

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

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

(3)
  May not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or repurchase agreements secured thereby) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry. Notwithstanding the foregoing, (i) the Money Market Funds may invest more than 25% of their total assets in obligations issued by banks, including U.S. banks; and (ii) the Municipal Funds may invest more than 25% of their respective assets in municipal obligations secured by bank letters of credit or guarantees, including Participation Certificates;

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

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

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

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

Part I - 4



In addition, as a matter of fundamental policy, notwithstanding any other investment policy or restriction, a Fund may seek to achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Fund. For purposes of investment Policy (2) above, loan participators are considered to be debt instruments.

For purposes of investment policy (5) above, real estate includes real estate limited partnerships. For purposes of investment policy (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 policy (3) above, however, is not applicable to investments by a Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not members of any “industry.” Supranational organizations are collectively considered to be members of a single “industry” for purposes of policy (3) above.

For the Tax Free Money Market Fund, California Municipal Money Market Fund and New York Municipal Money Market Fund, the following 80% investment policy for each Fund is fundamental and may not be changed without shareholder approval:

(1)
  The Tax Free Money Market Fund will invest at least 80% of the value of its Assets in municipal obligations. “Assets” means net assets, plus the amount of borrowings for investment purposes.

(2)
  The California Municipal Money Market Fund normally invests at least 80% of the value of its Assets in municipal obligations, the interest on which is excluded from gross income for federal income tax purposes, exempt from California personal income taxes and is not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

(3)
  The New York Municipal Money Market Fund normally invests at least 80% of the value of its Assets in municipal obligations, the interest on which is excluded from gross income for federal income tax purposes, exempt from New York State and New York City personal income taxes and is not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes.

Non-Fundamental Investment Policies .

(1)
  Each Fund may not, with respect to 75% of its total assets, hold more than 10% of the outstanding voting securities of any issuer or invest more than 5% of its assets in the securities of any one issuer (other than obligations of the U.S. government, its agencies and instrumentalities).

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

(3)
  Each Fund may not purchase or sell interests in oil, gas or mineral leases.

(4)
  Each Fund may not invest more than 10% of its net assets in illiquid securities.

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

(6)
  Each Fund may invest up to 5% of its total assets in the securities of any one investment company, but may not own more than 3% of the securities of any one investment company or invest more than 10% of its total assets in the securities of other investment companies.

Part I - 5



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

For purposes of investment restriction (4) above, illiquid securities includes securities restricted as to resale unless they are determined to be readily marketable in accordance with procedures established by the Board of Trustees.

The investment objective of each JPMT I Fund is non-fundamental.

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

Investment Policies of Funds that are Series of JPMT II

Fundamental Investment Policies

Each of the Funds may not:

(1)
  Purchase the securities of any issuer, if as a result, the Fund would not comply with any applicable diversification requirements for a money market fund 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 securities on margin or sell securities short.

(3)
  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.”

(4)
  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)
  Purchase participation or other direct interests in oil, gas or mineral exploration or development programs (although investments by all Funds other than the U.S. Treasury Plus Money Market Fund, and the U.S. Government Money Market Fund in marketable securities of companies engaged in such activities are not hereby precluded).

(6)
  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.

(7)
  Purchase securities of other investment companies except as permitted by the 1940 Act and rules, regulations and applicable exemptive relief thereunder.

(8)
  Issue senior securities except with respect to any permissible borrowings.

(9)
  Purchase or sell real estate (however, the U.S. Government Money Market 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).

Each of the Funds other than the U.S. Government Money Market Fund may not:

(1)
  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. With respect to the Liquid Assets Money Market Fund, (i) this limitation does not apply to investments in obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities, domestic bank certificates of deposit or bankers’ acceptances and repurchase agreements involving such securities; (ii) this limitation does not apply to securities issued by companies in the financial services industry; (iii) wholly-owned finance companies will be considered to

Part I - 6



be in the industries of their parents if their activities are primarily related to financing the activities of their parents; and (iv) utilities will be divided according to their services (for example, gas, gas transmission, electric and telephone will each be considered a separate industry.) With respect to the Liquid Assets Money Market Fund, the Ohio Municipal Money Market Fund, the Michigan Municipal Money Market Fund, and the Municipal Money Market Fund, this limitation shall not apply to Municipal Securities or governmental guarantees of Municipal Securities; and further provided, that for the purposes of this limitation only, private activity bonds that are backed only by the assets and revenues of a non-governmental user shall not be deemed to be Ohio Municipal Securities for purposes of the Ohio Municipal Money Market Fund, nor Municipal Securities for purposes of the Liquid Assets Money Market Fund and the Municipal Money Market Fund.

With respect to the Municipal Money Market Fund, the Michigan Municipal Money Market Fund, and the Ohio Municipal Money Market Fund, (i) this limitation does not apply to investments in obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities, domestic bank certificates of deposit or bankers’ acceptances and repurchase agreements involving such securities or municipal obligations secured by bank letters of credit or guarantees, including Participation Certificates; (ii) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing activities of their parents; and (iii) utilities will be divided according to their services (for example, gas, gas transmission, electric and telephone will each be considered a separate industry). With respect to the U.S. Treasury Plus Money Market Fund, this limitation does not apply to U.S. Treasury bills, notes and other U.S. obligations issued or guaranteed by the U.S. Treasury, and repurchase agreements collateralized by such obligations.

(2)
  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 Prospectuses and the Statement of Additional Information; and (iv) make loans to the extent permitted by an order issued by the SEC.

Under normal market circumstances, at least 80% of the assets of the Municipal Money Market Fund, the Ohio Municipal Money Market Fund, and the Michigan Municipal Money Market Fund will be invested in Municipal Securities. As a result, the following fundamental policies apply to each of the Municipal Funds:

(1)
  The Municipal Money Market Fund will invest at least 80% of its total assets in municipal securities, the income from which is exempt from federal personal income tax.

(2)
  The Municipal Money Market Fund will invest at least 80% of its net assets in municipal securities, the income from which is exempt from federal personal income tax. For purposes of this policy, the Municipal Money Market Fund’s net assets include borrowings by the Fund for investment purposes.

(3)
  The Michigan Municipal Money Market Fund will invest at least 80% of its net assets in municipal securities, the income from which is exempt from both federal and Michigan personal income tax. For purposes of this policy, the Michigan Municipal Money Market Fund’s net assets include borrowings by the Fund for investment purposes.

(4)
  The Ohio Municipal Money Market Fund will invest at least 80% of its net assets in municipal securities, the income from which is exempt from both federal and Ohio personal income tax. For purposes of this policy, the Ohio Municipal Money Market Fund’s net assets include borrowings by the Fund for investment purposes.

Except as a temporary defensive measure, the U.S. Treasury Plus Money Market Fund may not:

(1)
  Purchase securities other than U.S. Treasury bills, notes and other U.S. obligations issued or guaranteed by the U.S. Treasury, and repurchase agreements collateralized by such obligations.

The U.S. Government Money Market Fund may not:

(1)
  Purchase securities other than those issued or guaranteed by the U.S. government or its agencies or instrumentalities, some of which may be subject to repurchase agreements.

Part I - 7



(2)
  Purchase any securities that would cause more than 25% 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)
  Make loans, except that the 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 Statement of Additional Information; and (iv) make loans to the extent permitted by an order issued by the SEC.

The U.S. Treasury Plus Money Market Fund and the U.S. Government Money Market Fund may not:

(1)
  Buy state, municipal, or private activity bonds.

The investment objective of each JPMT II Fund is fundamental.

Non-Fundamental Investment Policies

The following policy applies to the Funds:

For purposes of the Fund’s diversification policy, a security is considered to be issued by the government entity whose assets and revenues guarantee or back the security. With respect to private activity bonds or industrial development bonds backed only by the assets and revenues of a non-governmental user, such user would be considered the issuer. Select municipal issues backed by guarantees or letters of credit by banks, insurance companies or other financial institutions may be categorized in the industries of the firm providing the guarantee or letters of credit.

No Fund may:

(1)
  Invest in illiquid securities in an amount exceeding, in the aggregate, 10% 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. (This restriction is fundamental with respect to the Ohio Municipal Money Market Fund.)

(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.

Additionally, although not a matter controlled by their fundamental investment restrictions, so long as their shares are registered under the securities laws of the State of Texas, the Liquid Assets Money Market Fund and the Ohio Municipal Money Market Fund will: (i) limit their investments in other investment companies to no more than 10% of each Fund’s total assets; (ii) invest only in other investment companies with substantially similar investment objectives; and (iii) invest only in other investment companies with charges and fees substantially similar to those set forth in paragraph (3) and (4) of Section 123.3 of the Texas State Statute, not to exceed 0.25% in Rule 12b-1 fees and no other commission or other remuneration is paid or given directly or indirectly for soliciting any security holder in Texas.

Part I - 8



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
Prime Money Market Fund
           
1
Liquid Assets Money Market Fund
           
2
U.S. Government Money Market Fund
           
3
U.S. Treasury Plus Money Market Fund
           
4
Federal Money Market Fund
           
5
100% U.S. Treasury Securities Money Market Fund
           
6
Tax Free Money Market Fund
           
7
Municipal Money Market Fund
           
8
California Municipal Money Market Fund
           
9
Michigan Municipal Money Market Fund
           
10
New York Municipal Money Market Fund
           
11
Ohio Municipal Money Market Fund
           
12
 

Instrument
        Fund
Code
    Part II
Section Reference
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, 2, 7-12
   
Asset-Backed 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, 2, 7-12
   
Bank Obligations
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, 2, 7-12
   
Commercial Paper
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.
           
1,2
   
Debt Instruments
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, 2, 7-12
   
Demand Features
Extendable Commercial Notes: Variable rate notes which normally mature within a short period of time (e.g., one month) but which may be extended by the issuer for a maximum maturity of thirteen months.
           
1, 2, 7-12
   
Debt Instruments
 

Part I - 9



Instrument
        Fund
Code
    Part II
Section Reference
Foreign Investments: Commercial paper of foreign issuers and obligations of foreign branches of U.S. banks and foreign banks. Foreign securities may also include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), European Depositary Receipts (“EDRs”) and American Depositary Securities.
           
1, 2, 7-12
   
Foreign Investments
(including Foreign
Currencies)
Interfund Lending: Involves lending money and borrowing money for temporary purposes through a credit facility.
           
1-12
   
Miscellaneous Investment
Strategies and Risks
Investment Company Securities: Shares of other investment companies, including money market funds for which the a dviser and/or its affiliates serve as investment adviser or administrator. The a dviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law.
           
1-3, 5, 7-12
   
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.
           
2, 7-12
   
Loan Assignments
and Participations
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.
           
1-3, 5, 7-12
   
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, 2, 7-12
   
Municipal Securities
Participation Certificates: Certificates representing an interest in a pool of funds or in other instruments, such as a mortgage pool.
           
1, 2, 7-12
   
Additional Information
on the Use of
Participation Certificates
in Part I of the SAI
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, 2, 7-12
   
Miscellaneous Investment
Strategies and Risks
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.
           
1-4, 7-12
   
Repurchase Agreements
 

Part I - 10



Instrument
        Fund
Code
    Part II
Section Reference
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, 2, 4, 7-12
   
Reverse
Repurchase Agreements
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, 2, 7-12
   
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, 2
   
Foreign Investments
(including Foreign
Currencies)
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.
           
1-3, 5, 7-12
   
Structured Investments
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, 2, 7-12
   
Swaps and Related
Swap Products
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, 2, 7-12
   
Treasury Receipts
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 Real Estate Mortgage Investment Conduits (“REMICs”).
           
1-3, 5, 7-12
   
Mortgage-Related
Securities
 

Part I - 11



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”).
           
1-12
   
U.S.
Government Obligations
Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other frequency and which may be payable to a Fund on demand or at the expiration of a specified term.
           
1-3, 5, 7-12
   
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.
           
1-12
   
When-Issued Securities,
Delayed Delivery
Securities and Forward
Commitments
 

ADDITIONAL INFORMATION REGARDING FUND INVESTMENT PRACTICES

Additional U.S. Government Obligations

The Federal Money Market Fund generally limits its investment in agency and instrumentality obligations to obligations the interest on which is generally not subject to state and local income taxes by reason of federal law.

Limitations on the Use of Municipal Securities

Some of the JPMT I Funds may invest in industrial development bonds that are backed only by the assets and revenues of of the non-governmental issuers such as hospitals and airports, provided, however, that each Fund may not invest more than 25% of the value of its total assets in such bonds if the issuers are in the same industry.

The Michigan Municipal Money Market Fund and Ohio Municipal Money Market Fund may not be a desirable investment for “substantial users” of facilities financed by private activity bonds or industrial development bonds or for “related persons” of substantial users. Each Fund will limit its investment in municipal leases to no more than 5% of its total assets.

Limitations on the Use of Stand-By Commitments

Not more than 10% of the total assets of a JPMT I Money Market Fund will be invested in municipal obligations that are subject to stand-by commitments from the same bank or broker-dealer. A JPMT II Money Market Fund will generally limit its investments in stand-by commitments to 25% of its total assets.

Part I - 12



Additional Information on the Use of Participation Certificates

The securities in which certain of the Funds may invest include participation certificates issued by a bank, insurance company or other financial institution in securities owned by such institutions or affiliated organizations (“Participation Certificates”), and, in the case of the Prime Money Market Fund and Liquid Assets Money Market Fund, certificates of indebtedness or safekeeping. Participation Certificates are pro rata interests in securities held by others; certificates of indebtedness or safekeeping are documentary receipts for such original securities held in custody by others. A Participation Certificate gives a Fund an undivided interest in the security in the proportion that the Fund’s participation interest bears to the total principal amount of the security and generally provides the demand feature described below.

Each Participation Certificate is backed by an irrevocable letter of credit or guaranty of a bank (which may be the bank issuing the Participation Certificate, a bank issuing a confirming letter of credit to the issuing bank, or a bank serving as agent of the issuing bank with respect to the possible repurchase of the Participation Certificate) or insurance policy of an insurance company that the Board of Trustees of the Trust has determined meets the prescribed quality standards for a particular Fund.

A Fund may have the right to sell the Participation Certificate back to the institution and draw on the letter of credit or insurance on demand after the prescribed notice period, for all or any part of the full principal amount of the Fund’s participation interest in the security, plus accrued interest. The institutions issuing the Participation Certificates would retain a service and letter of credit fee and a fee for providing the demand feature, in an amount equal to the excess of the interest paid on the instruments over the negotiated yield at which the Participation Certificates were purchased by a Fund. The total fees would generally range from 5% to 15% of the applicable prime rate or other short-term rate index. With respect to insurance, a Fund will attempt to have the issuer of the Participation Certificate bear the cost of any such insurance, although a Fund may retain the option to purchase insurance if deemed appropriate. Obligations that have a demand feature permitting a Fund to tender the obligation to a foreign bank may involve certain risks associated with foreign investment. A Fund’s ability to receive payment in such circumstances under the demand feature from such foreign banks may involve certain risks such as future political and economic developments, the possible establishments of laws or restrictions that might adversely affect the payment of the bank’s obligations under the demand feature and the difficulty of obtaining or enforcing a judgment against the bank.

Limitations on the Use of Repurchase Agreements

All of the Funds that are permitted to invest in repurchase agreements may engage in repurchase agreement transactions that are collatereralized fully as defined in Rule 5b-3 of the 1940 Act, which has the effect of enabling a Fund to look to the collateral, rather than the counterparty, for determining whether its assets are “diversified” for 1940 Act purposes. The Liquid Assets Money Market Fund and Prime Money Market Fund may, in addition, engage in repurchase agreement transactions that are collateralized by money market instruments, debt securities, loan participations, equity securities or other securities including securities that are rated below investment grade by the requisite nationally recognized statistical rating organizations (“NRSROs”) or unrated securities of comparable quality. For these types of repurchase agreement transactions, the Liquid Assets Money Market Fund and Prime Money Market Fund would look to the counterparty, and not the collateral, for determining such diversification.

Additional Information on the Use of Synthetic or Floating Variable Rate Instruments

A synthetic floating or variable rate security, also known as a tender option bond, is issued after long-term bonds are purchased in the secondary market and then deposited into a trust. Custodial receipts are issued to investors, such as a Fund, evidencing ownership interests in the bond deposited in a custody or trust arrangement. The trust sets a floating or variable rate on a daily or weekly basis which is established through a remarketing agent. These types of instruments, to be money market eligible under Rule 2a-7, must have a liquidity facility in place which provides additional comfort to the investors in case the remarketing fails. The sponsor of the trust keeps the difference between the rate on the long-term bond and the rate on the short-term floating or variable rate security.

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Limitations on the Use of When-Issued Securities and Forward Commitments

No 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 its Investment 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 total assets. Commitments to purchase when-issued securities will not, under normal market conditions, exceed 25% of a JPMT II Fund’s total assets.

Additional Information Regarding State Municipal Securities

The following information is a summary of special factors that may affect any Fund invested in municipal securities from the States of California, Michigan, New York and Ohio and is derived from public official documents relating to securities offerings of state issuers, which generally are available to investors. The following information constitutes only a brief summary of the information in such public official documents; it has not been independently verified and does not purport to be a complete description of all considerations regarding investment in the municipal securities discussed below.

The value of the shares of the Funds which primarily invest in the municipal securities of one state may fluctuate more widely than the value of shares of a portfolio investing in securities relating to a number of different states. The ability of state, county or other local governments to meet their obligations will depend primarily on the availability of tax and other revenues to those governments and on their fiscal conditions generally.

Additional Information Regarding California Municipal Securities

As used in this SAI, the term “California Municipal Securities” refers to municipal securities, the income from which is exempt from both federal and California personal income tax.

Risk Factors Affecting California Municipal Securities. Given that the California Municipal Money Market Fund is invested primarily in California Municipal Securities, the Fund is subject to risks relating to California’s economy and the financial condition of its state and local governments and their agencies.

With a gross state product (“GSP”) of approximately $1.8 trillion in calendar year 2008, California’s economy is the largest state economy in the United States. In addition to its size, California’s economy is diverse, with no industry sector accounting for more than one-quarter of the State’s output. Although California’s economy is broad, it does have major concentrations in high technology, manufacturing, entertainment, agriculture, tourism, construction and services and may be sensitive to economic factors affecting those industries.

Similar to the national economy, California’s economy has experienced a significant recession. From March 2008 to March 2009, unemployment in the State rose sharply, increasing from 6.4% to 11.2%, and job losses totaled 14,474,700 jobs, representing a 4.2% decrease. In addition, California personal income growth is projected to slow from 3.7% in 2008 to 2.0% in 2009. The downturn in the housing market continued to impact the State’s economy throughout 2008 and into 2009. Housing starts fell in 2008 to their lowest level since the data were first tracked in 1954, and in February 2009, residential permits were issued at a seasonally adjusted annual rate that was down more than 62% from the previous year. The first calendar quarter of 2009 saw more than 230,000 foreclosure notices issued in California, a rate of 1 in every 58 housing units. However, sales of existing single-family homes increased to 590,390 in the first quarter of 2009, up 9.7% from the fourth quarter of 2008, and 82.7% higher than the first quarter of 2008.

California’s fiscal year begins on July 1 and ends on June 30 of the following year. (References to years herein are to fiscal years unless otherwise stated.) In January 2009, Governor Schwarzenegger noted that California was facing its most challenging budget in its history. The combined effect of its structural deficit and the dramatic decline in revenues due to the recession have produced a two-year deficit of roughly $41 billion — nearly half of the State’s projected 2009-10 revenues. Due to lower than expected revenues and an inability to access liquidity through capital markets, California experienced a significant cash flow crunch at the end of calendar year 2008 and the beginning of 2009. The cash flow crisis led the California Treasurer to halt funding for infrastructure projects, and the State’s Controller began delaying certain state payments, including vendor payments, payments to local governments, and tax refunds to individuals and

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corporations, in order to conserve cash resources. On March 31, 2009, the Controller stated that California will be able to meet all of its obligations in full and on-time through the end of the 2008-2009 fiscal year. However, the California Legislative Analyst’s Office (the “CLAO”) has cautioned that major cash flow difficulties may arise in the summer and fall of 2009.

In February 2009, the 2009 Budget Act was enacted, and the Legislature and Governor agreed to major reductions in state spending and temporary tax increases to address the roughly $41 billion budget shortfall. Since February 2009, according to the CLAO, the administration has identified the continuing toll of a global recession and voters’ rejection of certain ballot measures at the special election on May 19, 2009 to have resulted in the need to adopt $21 billion (or $24 billion per the CLAO’s estimates) in new actions to return the budget to balance.

California’s budget picture may improve due to aid that is projected to flow to the State from the federal economic stimulus package, the American Recovery and Reinvestment Act of 2009 (the “Act”). The CLAO estimates that of the projected $31 billion in federal aid California will receive under the Act, more than $10 billion may be used to address the State’s budget problems. Due to receipt of this federal aid, certain measures contemplated under the 2009 Budget Act to address the State’s shortfall, will no longer go into effect.

In March 2004, voters approved Proposition 57, the California Economic Recovery Bond Act, authorizing the issuance of up to $15 billion in bonds to finance the State’s negative General Fund balance. Under the Act, the State will not be permitted to use more than $15 billion of net proceeds of any bonds issued to address the inherited debt. The Economic Recovery Bonds (“ERBs”) replace the previously authorized “Fiscal Recovery Bonds.” Effective July 1, 2004, the repayment of the ERBs is secured by a pledge of revenues from an increase in the State’s share of the sales and use tax of 0.25%, which will be deposited in the Fiscal Recovery Fund. Local governments’ shares of the sales and use tax are decreased by a commensurate amount. As soon as the ERBs are repaid, the State’s share of the sales and use tax will terminate and the city and county portion of taxes will be increased by 0.25%. The repayment of the ERBs may be accelerated with transfers from the State’s Budget Stabilization Account, as specified in the Balanced Budget Amendment (i.e., Proposition 58, as described below). In the event the dedicated revenue falls short, the State also would pledge its full faith and credit by using General Fund revenues to repay the debt service. Given the strain on the budget, the pre-payment of ERBs was not a focus of the proposed 2009-10 budget. In December 2008 and January 2009, Standard & Poor’s Corporation (“S&P”) and Fitch Ratings (“Fitch”), respectively, downgraded the rating of the ERBs due to concern that the State’s sales tax receipts had been significantly lower than expected in the preceding months.

In March 2004, voters also approved Proposition 58, which amended the California State Constitution to require balanced budgets in the future. Proposition 58 requires the State to contribute to a special reserve, the Budget Stabilization Account, 2% in 2007-08, and 3% in subsequent years. This special reserve will be used to repay the ERBs and provide a “rainy-day” fund for future economic downturns or natural disasters. The amendment allows the Governor to declare a fiscal emergency whenever he or she determines that General Fund revenues will decline below budgeted expenditures, or expenditures will increase substantially above available resources. Finally, it requires the State legislature to take action on legislation proposed by the Governor to address fiscal emergencies.

As of April 1, 2009 California had approximately $56.1 billion of outstanding state general obligation bonds, which include ERBs. As of March 2009, California’s general obligation bonds have been assigned ratings of A, A2 and A by S&P , Moody’s Investors Service Inc. (“Moody’s”) and Fitch , , respectively. Moody’s lowered California’s rating in March 2009, citing the State’s liquidity pressures, likelihood of lower revenues considering the continued economic decline, reliance on one-time revenue solutions and the difficulty the legislature will experience in attempting to produce additional revenues and cuts. Also in March 2009, Fitch downgraded California’s rating, citing the ongoing weakness of California’s economic and revenue performance and Fitch’s expectation that the State will experience continued budgetary and cash flow stress going forward. California’s rating received a downgrade from S&P in February 2009, with the rating agency citing the State’s inability to reach an agreement on a mid-year budget revision and its rapidly eroding cash position. A downward revision or withdrawal of such ratings, or any of them, may have an adverse effect on the market price of California Municipal Obligations.

Some local governments in California have experienced notable financial difficulties, including Los Angeles County and Orange County, and there is no assurance that any California issuer will make full or timely payments of principal or interest or remain solvent.

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The State is party to numerous legal proceedings, many of which normally occur in governmental operations and which, if decided against the State, might require the State to make significant future expenditures or impair future revenue sources.

Constitutional and statutory amendments, as well as budget developments, may affect the ability of California issuers to pay interest and principal on their obligations. The overall effect may depend upon whether a particular California tax-exempt security is a general or limited obligation bond and on the type of security provided for the bond. It is possible that measures affecting the taxing or spending authority of California or its political subdivisions may be approved or enacted in the future.

Additional Information Regarding Michigan Municipal Securities

As used in this SAI, the term “Michigan Municipal Securities” refers to municipal securities, the income from which is exempt from both federal and Michigan personal income tax.

Risk Factors Regarding Michigan Municipal Securities. Given that the Michigan Municipal Money Market Fund is invested primarily in Michigan Municipal Securities, the Fund is subject to risks relating to Michigan’s economy and the financial condition of its state and local governments and their agencies.

The State of Michigan’s economy is principally dependent on manufacturing (particularly automobiles, office equipment and other durable goods), tourism and agriculture, and historically has been highly cyclical.

The Michigan economy continues to lag that of the nation as a whole. The State’s dependence on manufacturing, particularly the manufacturing of automobiles and automotive parts, in the context of reduced market share of Michigan-based companies, has led to significant job loss in the State since 2001. From 2007 to 2008, total employment in Michigan fell by an additional estimated 2.5% or 115,000 jobs. This has had a significant adverse impact on Michigan’s economy and the revenue of the State and its political subdivisions. In 2008, the unemployment rate in Michigan was an estimated 8.4% as compared with the rate of 7.2% in 2007.

The decline in the Michigan economy had the effect of requiring the State to make significant adjustments in expenditures and to seek additional revenue sources. This process continued throughout the period between 2001 through 2008. Among other means of supporting expenditures for State programs, the State’s Counter-Cyclical Budget and Economic Stabilization Fund, a reserve fund designed for times of economic decline, which exceeded $1.2 billion as of September 30, 2000, has been substantially expended, with a remaining balance of approximately $2.2 million as of September 30, 2008.

Among the budget uncertainties facing Michigan during the next several years are whether the school finance reform package presently in force will provide adequate revenues to fund kindergarten through twelfth grade education in the future, whether international business conditions or monetary or financial crises will adversely affect Michigan’s economy, particularly automobile production, and the uncertainties presented by proposed changes in federal aid policies for state and local governments.

The Michigan Constitution limits the amount of total state revenues that can be raised from taxes and certain other sources. State revenues (excluding federal aid and revenues for payment of principal and interest on general obligation bonds) in any fiscal year are limited to a fixed percentage of state personal income in the prior calendar year or the average of the prior three calendar years, whichever is greater, and this fixed percentage equals the percentage of the 1978-79 fiscal year state government revenues to total calendar 1977 state personal income (which was 9.49%).

The Michigan Constitution also provides that the proportion of state spending paid to all units of local government to total State spending may not be reduced below the proportion in effect in the 1978-79 fiscal year. Michigan originally determined that portion to be 41.6%. If such spending does not meet the required level in a given year, an additional appropriation for local government units is required by the following fiscal year, which means the year following the determinations of the shortfall, according to an opinion issued by the State’s Attorney General. Spending for local units met this requirement for fiscal years 1986-87 through 1991-92. As the result of litigation, Michigan agreed to reclassify

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certain expenditures, beginning with fiscal year 1992-93, and has recalculated the required percentage of spending paid to local government units to be 48.97%.

The Michigan Constitution limits state general obligation debt to (i) short term debt for state operating purposes, (ii) short and long term debt for the purpose of making loans to school districts, and (iii) long term debt for voter-approved purposes.

Constitutional changes in 1994 shifted significant portions of the cost of local school operations from local school districts to the State and raised additional State revenues to fund these additional expenses. These additional revenues will be included within the State’s constitutional revenue limitations and impact Michigan’s ability to increase revenues and continue expenditures for services at present levels.

Michigan has issued and has outstanding general obligation full faith and credit bonds for Water Resources, the Environmental Protection Program, the Recreation Program and School Loan purposes. As of September 30, 2008, the State had approximately $1.6 billion of general obligation bonds outstanding.

Michigan may issue notes or bonds without voter approval for the purposes of making loans to school districts. The proceeds of such notes or bonds are deposited in the School Bond Loan Fund maintained by the State Treasurer and used to make loans to school districts for payment of debt on qualified general obligation bonds issued by local school districts.

Michigan is a party to various legal proceedings seeking damages or injunctive or other relief. In addition to routine litigation, certain of these proceedings could, if unfavorably resolved from the point of view of the State, substantially affect state programs or finances. These lawsuits involve programs generally in the areas of corrections, tax collection, commerce, and proceedings involving budgetary reductions to school districts and governmental units, and court funding.

The State Constitution also limits the extent to which municipalities or political subdivisions may levy taxes upon real and personal property through a process that regulates assessments.

In 1994, Michigan voters approved a comprehensive property tax and school finance reform measure commonly known as Proposal A. Under Proposal A, as approved and implemented, effective May 1, 1994, the State’s sales and use tax increased from 4% to 6%, the State’s income tax decreased from 4.6% to 4.4% (now 4.35%), and other new or increased taxes were imposed, including those on tobacco products and real estate transfers. In addition, beginning in 1994, a new State property tax of 6 mills began to be imposed on all real and personal property currently subject to the general property tax. All local school boards are authorized, with voter approval, to levy up to the lesser of 18 mills or the number of mills levied in 1993 for school operating purposes on non-homestead property and nonqualified agricultural property.

Proposal A as implemented contains additional provisions regarding the ability of local school districts to levy taxes, as well as a limit on assessment increases for each parcel of property, beginning in 1995. Such increases for each parcel of property are limited to the lesser of 5% or the rate of inflation. When property is subsequently sold, its assessed value will revert to the current assessment level of 50% of true cash value. Under Proposal A, much of the additional revenue generated by the new taxes will be dedicated to the State School Aid Fund. Proposal A and its implementing legislation shifted significant portions of the cost of local school operations from local school districts to Michigan and raised additional state revenues to fund these additional state expenses. These additional revenues will be included within Michigan’s constitutional revenue limitations and impact Michigan’s ability to raise additional revenues in the future.

A stagnant economy during a continued recessionary cycle also, as a separate matter, adversely affects the capacity of users of facilities constructed or acquired through the proceeds of private activity bonds or other “revenue” securities to make periodic payments for the use of those facilities.

Additional Information Regarding New York Municipal Securities

As used in this SAI, the term “New York Municipal Securities” refers to municipal securities, the income from which is exempt from federal, New York and New York City personal income tax.

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Risk Factors Regarding Investments in New York Municipal Securities. Given that the New York Municipal Money Market Fund is invested primarily in New York Municipal Securities, the Fund is subject to risks relating to New York’s economy and the financial condition of its state and local governments and their agencies.

New York State historically has been one of the wealthiest states in the nation, maintaining the second largest state economy in the United States. The State’s economy is diverse with a comparatively large share of the nation’s financial activities, information, education and health services employment, and a very small share of the nation’s farming and mining activity. Travel and tourism constitute important parts of the economy. For decades, however, the State’s economy grew more slowly than that of the nation as a whole, gradually eroding the State’s relative economic affluence, as urban centers lost the more affluent to the suburbs and people and businesses migrated to the South and the West. While the growth of New York State’s economy has equaled or exceeded national trends, certain events (such as the events of September 11, 2001 and corporate governance scandals) resulted in a much sharper downturn in New York than in the rest of the nation. The rapid deterioration of financial markets in the second half of 2008 has had significant repercussions for the State’s economic health.

Given New York City’s status as an international financial center, the credit crisis that began in 2007 has had an especially negative impact on the New York State economy. In the 2009-2010 Enacted Budget Financial Plan, the New York State Division of the Budget (the “Division of the Budget”) stated that the national economy deteriorated significantly in the latter half of 2008, and that New York State’s economic picture took a sharp downturn during the final quarter of 2008. Factors that have hurt the State’s economy include an unprecedented decline in profitability in the securities industry between 2007 and 2008, which the Division of the Budget projects will result in a decline in wages for 2009 of 4.2%. In New York City, the gross city product fell approximately 5.5% in the fourth quarter of 2008, following a decline of 2.7% in the third quarter, and sales tax collections fell 5.1% in the fourth quarter compared to the previous year. New York City lost 65,000 payroll jobs in the last three months of 2008, and the average market value of single family homes in the city fell 6.8% in 2008.

Consistent with the difficulties experienced in both the national and New York economies, New York State private sector employment is expected to fall 2.5% for 2009. As of March 2009, the State’s private sector job count had dropped for seven consecutive months. From the peak in August 2008 through March 2009, New York lost 176,100 private sector jobs, erasing more than 40% of the 400,000 jobs added during the last economic expansion from 2003-2008. Personal income is projected to fall 2.6% in 2009. As a result of declining U.S. corporate earnings, demand for the State’s business and professional services has been reduced, and the Division of the Budget projects significant declines in every sector of the State’s economy except health care, social assistance and education. In addition, State and local government revenues are impacted by the depressed real estate market, and in particular by the reduction in large commercial real estate transactions. Between the fourth quarter of 2007 and the fourth quarter of 2008, office vacancy rates in midtown New York City increased 67%, while those in downtown increased 32%. The Division of the Budget has projected that the State’s adjusted gross income will fall 7.1% and 7.9% in 2008 and 2009, respectively, compared to declines of 5.5% in 2001 and 4.4% in 2002, following the collapse of the dot-com bubble and the attacks on September 11.

The State has for many years imposed a very high state and local tax burden on residents relative to other states. The burden of state and local taxation, in combination with the many other causes of regional economic dislocation, has contributed to the decisions of some businesses and individuals to relocate outside, or not locate within, New York. The economic and financial condition of the State also may be affected by various financial, social, economic and political factors. For example, the securities industry is more central to New York’s economy than to the national economy, therefore any further decline in stock market performance could adversely affect the State’s income and employment levels. Higher energy prices, a weakening housing market, interest rate increases and lower corporate earnings have the potential to reduce State revenues. Furthermore, social, economic and political factors that may affect the State can be very complex, may vary from year to year and can be the result of actions taken not only by the State and its agencies and instrumentalities, but also by entities, such as the Federal government, that are not under the control of the State.

On December 16, 2008, Governor David Paterson presented the 2009-10 State Budget for New York, and on April 28, 2009, the Legislature completed action on the State Budget. The New York Division of the Budget projects that the State Budget is balanced in the General Fund on a cash basis, as is required by law. At the time the Legislature enacted the Budget, State Operating Funds spending was projected to total $78.7 billion, a 0.7% increase from the previous year. All

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Funds spending, which includes federal funds, will total $130.6 billion, an increase of 9.5% from the previous year. Under preliminary estimates by the Division of the Budget, the State will receive approximately $24.6 billion over two fiscal years under the federal economic stimulus plan, the American Recovery and Reinvestment Act of 2009, about $6.5 billion of which will be available to offset State expenditures. The State expects to close the 2009-10 fiscal year with a balance of $1.4 billion in the General Fund.

State actions affecting the level of receipts and disbursements, the relative strength of the State and regional economies and actions of the federal government may create budget gaps for the State. These gaps may result from significant disparities between recurring revenues and the costs of maintaining or increasing the level of spending for State programs. To address a potential imbalance in any given fiscal year, the State would be required to take actions to increase receipts and/or reduce disbursements as it enacts the budget for that year. Under the State constitution, the Governor is required to propose a balanced budget each year. There can be no assurance, however, that the State’s actions will be sufficient to preserve budgetary balance in a given fiscal year or to align recurring receipts and disbursements in future fiscal years. According to the 2009-10 Budget Financial Plan, the State projects General Fund current-services budget gaps in future years of $2.2 billion in 2010-11, $8.8 billion in 2011-12, and $13.7 billion in 2012-13.

The fiscal stability of New York State is related to the fiscal stability of the State’s municipalities, its agencies and public authorities (which generally finance, construct and/or operate revenue-producing public benefit facilities). This is due in part to the fact that agencies, authorities and local governments in financial trouble often seek State financial assistance. In addition, authorities are not subject to the constitutional restrictions on the incurrence of debt that apply to the State itself, and may issue bonds and notes within the amounts and restrictions set forth in their legislative authorization. The experience has been that if New York City or any of its agencies or authorities suffers serious financial difficulty, the ability of the State, New York City, the State’s political subdivisions, the agencies and the authorities to obtain financing in the public credit markets and the market price of outstanding New York tax-exempt securities will be adversely affected.

Public authorities generally are supported by revenues generated by the projects financed or operated, such as tolls charged for use of highways, bridges or tunnels, charges for electric power, electric and gas utility services, rentals charged for housing units and charges for occupancy at medical care facilities. In addition, State legislation authorizes several financing techniques for authorities. Also, there are statutory arrangements providing for State local assistance payments otherwise payable to localities, to be made under certain circumstances directly to the authorities. Although the State has no obligation to provide additional assistance to localities whose local assistance payments have been paid to authorities under these arrangements, if local assistance payments are diverted the affected localities could seek additional State assistance. Some authorities also receive monies from State appropriations to pay for the operating costs of certain of their programs.

As of May 2009, New York State’s General Obligation bonds are rated AA- by Fitch, Aa3 by Moody’s and AA by S&P . All three agencies base their General Obligation ratings on the State’s strong and diverse economic base and on the remote nature of default risk as compared to other issuers. This is offset by the State’s high debt levels, persistent out-year gaps and a politically charged budget process. Rating agencies place emphasis on consistently maintaining adequate reserves and overcoming fiscal challenges posed by spending pressures. A downward revision or withdrawal of such ratings, or any of them, may have an effect on the market price of New York Municipal Securities.

The State is party to numerous legal proceedings, involving State finances and programs and miscellaneous civil rights, real property, contract and other tort claims in which the State is a defendant. Adverse developments in these proceedings, other proceedings for which there are unanticipated, unfavorable and material judgments, or the initiation of new proceedings could adversely affect the ability of the State to maintain a 2009-10 balanced Budget.

In addition, New York City accounts for a large portion of the State’s population and personal income, and New York City’s financial health affects the State in numerous ways. New York City requires significant financial assistance from the State and depends on State aid to both enable it to balance its budget and to meet its cash requirements. The State could also be affected by the ability of New York City to market its securities successfully in the public credit markets.

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Additional Information Regarding Ohio Municipal Securities

As used in this SAI, the term “Ohio Municipal Securities” refers to municipal securities, the income from which is exempt from both federal and Ohio personal income tax.

Risk Factors Regarding Investments in Ohio Municipal Securities. Given that the Ohio Municipal Money Market Fund is invested primarily in Ohio Municipal Securities, the Fund is subject to risks relating to Ohio’s economy and the financial condition of its state and local governments and their agencies.

The economy of Ohio, while becoming increasingly diversified and increasingly reliant on the service sector, continues to rely in significant part on durable goods manufacturing, which is largely concentrated in motor vehicles and equipment, steel, rubber products and household appliances. As a result, general economic activity in Ohio, as in many other industrial states, tends to be more cyclical than in some other states and in the nation as a whole.

Although manufacturing (including auto-related manufacturing) in Ohio remains an integral part of the State’s economy, the greatest growth in Ohio’s economy in recent years has been in the non-manufacturing sectors. In 2006, Ohio’s economic output as measured by GSP totaled $452 billion, 3.44% of the national GSP and seventh largest among the states. Ohio ranked third within the manufacturing sector as a whole ($83 billion) and third in durable goods ($56 billion). As a percent of Ohio’s 2006 GSP, manufacturing was responsible for 18.4%, with 23.4% attributable to the goods-producing sectors and 33.3% to business services sectors, including finance, insurance and real estate. For 2008, the Bureau of Economic Analysis has estimated that Ohio’s GSP totaled $472 billion, which is the eighth largest GSP among the states.

In 2008, Ohio was the eighth largest exporting state with exports totaling $45.5 billion and was ranked fourth in the United States for machinery exports. The top five categories (machinery, vehicles, electrical machinery, plastics, and optics) accounted for 61% ($27.8 billion) of total exports.

Payroll employment in Ohio, in a diversifying employment base, increased in the period between 2004 through 2006 but has decreased in 2007 and 2008. The “non-manufacturing” sector employs approximately 86% of all non-farm payroll workers in Ohio.

Agriculture also is an important segment of the Ohio economy. Ohio’s 2007 crop production value of $4.4 billion represented 3.0% of the U.S. total value.

The Ohio economy has been negatively impacted by the national economic downturn. Ohio’s unemployment rate as of March 2009 was 9.7%, as compared to the average monthly unemployment rates of 6.6% in 2008 and 5.6% in 2007.

The State has experienced budgetary shortfalls in its current biennium ending June 30, 2009 due in part to declining tax revenues and has instituted expenditure reductions and spending controls to balance the budget. As of April 2009, Ohio’s general obligations are rated AA+ by Fitch and S&P and Aal by Moody’s .

Although revenue obligations of the State or its political subdivisions may be payable from a specific source or project, and general obligation debt may be payable primarily from a specific tax, there can be no assurance that future economic difficulties and the resulting impact on State and local government finances will not adversely affect the market value of Ohio Municipal Securities or the ability of the respective obligors to make timely payment of interest and principal on such obligations.

The amounts of tax and other revenues available to issuers of Ohio Municipal Securities may be affected from time to time by economic, political and demographic conditions within the State. In addition, current or future constitutional or statutory restrictions, including those proposed by initiative petition and approved by voters, may limit a government’s power to increase taxes or otherwise raise revenues. The availability of federal, State, and local aid to issuers of Ohio Municipal Securities may also affect their ability to meet their obligations. Payments of principal of and interest on limited obligation securities will depend on the economic condition of the facility or specific revenue source from which the payments will be made, which in turn could be affected by economic, political, and demographic conditions in the State. Any reduction in the actual or perceived ability to meet obligations on the part of either an issuer of an Ohio Municipal

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Security or a provider of credit enhancement for such Ohio Municipal Security (including a reduction in the rating of its outstanding securities) would likely affect adversely the market value and marketability of that Ohio Municipal Security and could adversely affect the values of other Ohio Municipal Securities as well.

Ohio could be a party to various legal proceedings seeking damages or injunctive or other relief. In addition to routine litigation, certain of these proceedings could, if unfavorably resolved from the point of view of the State, affect state programs or finances.

DIVERSIFICATION

JPMT I and JPMT II are each a registered investment company. Each of the Funds is a diversified series of JPMT I or JPMT II, as defined under the 1940 Act, except for the Michigan Municipal Money Market Fund and the Ohio Municipal Money Market Fund, which are non-diversified series of JPMT II. However, because the diversification requirements for the Money Market Funds under Rule 2a-7 of the 1940 Act are more restrictive than the diversification requirements for funds generally, only the California Municipal Money Market Fund, the Michigan Municipal Money Market Fund, the New York Municipal Money Market Fund and the Ohio Municipal Money Market Fund, with respect to 75% of each of their portfolios, may invest more than 5% of each of their total assets in the securities of any one issuer.

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

QUALITY DESCRIPTION

Under normal conditions, the 100% U.S. Treasury Securities Money Market Fund and U.S Treasury Plus Money Market Fund invest exclusively in U.S Treasury bills, notes and other U.S Treasury obligations issued or guaranteed by the U.S. government. Some of the securities held by the U.S. Treasury Plus Money Market Fund, however, may be subject to repurchase agreements collateralized by such obligations.

Under normal conditions, the U.S Government Money Market Fund invests exclusively in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, some of which may be subject to repurchase agreements fully collateralized by U.S. Treasury and U.S. government securities. Under normal conditions, the Federal Money Market Fund invests 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.

At the time a Fund (except the Federal Money Market Fund, 100% U.S. Treasury Securities Money Market Fund, U.S. Treasury Plus Money Market Fund and U.S. Government Money Market Fund which only invest as described above) acquires its investments, the investments will be rated (or issued by an issuer that is rated with respect to a comparable class of short-term debt obligations) in the highest rating category for short-term debt obligations assigned by at least two NRSROs (or one rating organization if the obligation was rated by only one such organization). These high quality securities are “first tier” securities. First tier securities have received the highest rating from at least two rating organizations (or one, if only one has rated the security). Each of these Funds may also purchase obligations that are not rated, but are determined by the Adviser, based on procedures adopted by the Trustees, to be of comparable quality to those rated first tier securities.

Commercial Paper Ratings

The Funds, other than the Federal Money Market Fund, 100% U.S. Treasury Securities Money Market Fund, U.S. Treasury Plus Money Market Fund, and the U.S. Government Money Market Fund which do not purchase commercial paper, only purchase commercial paper consisting of issues rated at the time of purchase in the highest rating category by at least one NRSRO (such as A-1 or better by S&P, Prime-1 or better by Moody’s, F1 or better by Fitch, or R-1 or better by Dominion), or, if unrated, determined by the Investment Adviser to be of comparable quality.

Part I - 21



Under the guidelines adopted by the Trust’s Board of Trustees and in accordance with Rule 2a-7 under the 1940 Act, the Investment Adviser may be required to promptly dispose of an obligation held in a Fund’s portfolio in the event of certain developments that indicate a diminishment of the instrument’s credit quality, such as where an NRSRO downgrades an obligation below the second highest rating category, or in the event of a default relating to the financial condition of the issuer.

A rating by an NRSRO may be utilized only where the NRSRO is neither controlling, controlled by, or under common control with the issuer of, or any issuer, guarantor, or provider of credit support for, the instrument.

TRUSTEES

Standing Committees

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

The Audit and Valuation Committee met x times during the fiscal year ended February 28, 20 10 . The Compliance Committee met x times during the fiscal year ended February 28, 2010 . The Governance Committee met x times during the fiscal year ended February 28, 20 10 . The Investments Committee met x times during the fiscal year ended February 28, 20 10 . 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, 200 9 , in the Funds and each Trustee’s aggregate dollar range of ownership in any J.P. Morgan Funds that the Trustee oversees in the F amily of Investment Companies :

Name of Trustee
        Ownership of Prime
Money Market Fund
    Ownership of Liquid
Assets Money Market
Fund
    Ownership of U.S.
Government Money
Market Fund
Independent Trustees
           
 
                               
William J. Armstrong
           
None
   
None
   
None
John F. Finn
           
None
   
None
   
None
Dr. Matthew Goldstein
           
None
   
None
   
None
Robert J Higgins
           
None
   
None
   
None
Peter C. Marshall
           
None
   
None
   
None
Marilyn McCoy
           
None
   
None
   
None
William G. Morton, Jr.
           
None
   
None
   
None
Robert A. Oden, Jr.
           
None
   
None
   
None
Fergus Reid, III
           
Over $100,000
   
None
   
None
Frederick W. Ruebeck
           
None
   
None
   
None
James J. Schonbachler
           
$10,001-$50,000
   
None
   
None
Interested Trustees
           
 
                               
Frankie D. Hughes
           
Over $100,000
   
None
   
None
Leonard M. Spalding, Jr.
           
Over $100,000
   
None
   
None
 

Part I - 22



Name of Trustee
        Ownership of U.S.
Treasury Plus Money
Market Fund
    Ownership of Federal
Money Market Fund
    Ownership of 100%
U.S. Treasury
Securities Money
Market Fund
   
Independent Trustees
           
 
                                               
William J. Armstrong
           
None
   
None
   
None
               
John F. Finn
           
None
   
None
   
None
               
Dr. Matthew Goldstein
           
None
   
None
   
None
               
Robert J. Higgins
           
None
   
None
   
None
               
Peter C. Marshall
           
None
   
None
   
None
               
Marilyn McCoy
           
None
   
None
   
None
               
William G. Morton, Jr.
           
None
   
None
   
None
               
Robert A. Oden, Jr.
           
None
   
None
   
None
               
Fergus Reid, III
           
None
   
None
   
None
               
Frederick W. Ruebeck
           
None
   
None
   
None
               
James J. Schonbachler
           
None
   
None
   
None
               
Interested Trustees
           
 
                                               
Frankie D. Hughes
           
None
   
None
   
None
               
Leonard M. Spalding, Jr.
           
None
   
None
   
None
               
 
Name of Trustee
        Ownership of Tax
Free Money Market
Fund
    Ownership of
Municipal Money
Market Fund
    Ownership of
California Municipal
Money Market Fund
   
Independent Trustees
           
 
                                               
William J. Armstrong
           
None
   
None
   
None
               
John F. Finn
           
None
   
None
   
None
               
Dr. Matthew Goldstein
           
None
   
None
   
None
               
Robert J. Higgins
           
None
   
None
   
None
               
Peter C. Marshall
           
None
   
None
   
None
               
Marilyn McCoy
           
None
   
None
   
None
               
William G. Morton, Jr.
           
None
   
None
   
None
               
Robert A. Oden, Jr.
           
None
   
None
   
None
               
Fergus Reid, III
           
None
   
None
   
None
               
Frederick W. Ruebeck
           
None
   
None
   
None
               
James J. Schonbachler
           
None
   
None
   
None
               
Interested Trustees
           
 
                                               
Frankie D. Hughes
           
None
   
None
   
None
               
Leonard M. Spalding, Jr.
           
None
   
None
   
None
               
 
Name of Trustee
        Ownership of
Michigan Municipal
Money Market
Fund
    Ownership of New York
Municipal Money
Market Fund
    Ownership of Ohio
Municipal Money
Market Fund
   
Independent Trustees
           
 
                                               
William J. Armstrong
           
None
   
None
   
None
               
John F. Finn
           
None
   
None
   
None
               
Dr. Matthew Goldstein
           
None
   
None
   
None
               
Robert J Higgins
           
None
   
None
   
None
               
Peter C. Marshall
           
None
   
None
   
None
               
Marilyn McCoy
           
None
   
None
   
None
               
William G. Morton, Jr.
           
None
   
None
   
None
               
Robert A. Oden, Jr.
           
None
   
None
   
None
               
Fergus Reid, III
           
None
   
None
   
None
   

Part I - 23



Name of Trustee
        Ownership of
Michigan Municipal
Money Market
Fund
    Ownership of New York
Municipal Money
Market Fund
    Ownership of Ohio
Municipal Money
Market Fund
               
Frederick W. Ruebeck
           
None
   
None
   
None
               
James J. Schonbachler
           
None
   
None
   
None
               
Interested Trustees
           
 
                                               
Frankie D. Hughes
           
None
   
None
   
None
               
Leonard M. Spalding, Jr.
           
None
   
None
   
None
               
 
Name of Trustee
        Aggregate Dollar Range of Equity Securities in All
Registered Investment Companies Overseen by the Trustee
in the Family of Investment Companies(1)(2)
Independent Trustees
           
 
William J. Armstrong
           
Over $100,000
John F. Finn
           
Over $100,000
Dr. Matthew Goldstein
           
Over $100,000
Robert J Higgins
           
Over $100,000
Peter C. Marshall
           
Over $100,000
Marilyn McCoy
           
Over $100,000
William G. Morton, Jr.
           
Over $100,000
Robert A. Oden, Jr.
           
Over $100,000
Fergus Reid, III
           
Over $100,000
Frederick W. Ruebeck
           
Over $100,000
James J. Schonbachler
           
Over $100,000
Interested Trustees
           
 
Frankie D. Hughes
           
Over $100,000
Leonard M. Spalding, Jr.
           
Over $100,000
 
(1)  
  A Family of Investment Companies means any two or more registered investment companies that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The Family of Investment Companies for which the Board of Trustees currently serves includes ten registered investment companies (132 F unds).

(2)   
  For Ms. McCoy and Messrs. Finn, Higgins, Marshall, Oden and Spalding, these amounts include deferred compensation balances, as of December 31, 2009 through participation in the J.P. Morgan Fund’s Defered Compensation Plan for Eligible Trustees as amended and restated January 1, 2008 and August 19, 2009. For a more complete discussion, see the “ Trustee Compensation ” section in Part II of this SAI.

As of December 31, 200 9 , none of the independent Trustees or their immediate family members owned securities of the Adviser or JPMorgan Distribution Services, Inc. (“JPMDS” or the “Distributor”), the Funds’ distributor, 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

The Funds of the J.P. Morgan 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 J.P. Morgan Funds Complex. The J.P. Morgan Funds bear expenses related to administrative and staffing services provided to the Chairman, in lieu of establishing an office of the Chairman, in the amount of $6,000 per month.

Trustee aggregate compensation paid by each of the Funds and the J.P. Morgan Funds Complex for the calendar year ended December 31, 200 9 , is set forth below:

Part I - 24



Name of Trustee
        Prime Money
Market Fund
    Liquid Assets
Money Market Fund
    U.S. Government
Money Market Fund
Independent Trustees
           
 
                               
William J. Armstrong
           
 
   
 
   
 
John F. Finn
           
 
   
 
   
 
Dr. Matthew Goldstein
           
 
   
 
   
 
Robert J Higgins
           
 
   
 
   
 
Peter C. Marshall
           
 
   
 
   
 
Marilyn McCoy
           
 
   
 
   
 
William G. Morton, Jr.
           
 
   
 
   
 
Robert A. Oden, Jr.
           
 
   
 
   
 
Fergus Reid, III
           
 
   
 
   
 
Frederick W. Ruebeck
           
 
   
 
   
 
James J. Schonbachler
           
 
   
 
   
 
Interested Trustees
           
 
   
 
   
 
Frankie D. Hughes
           
 
   
 
   
 
Leonard M. Spalding, Jr.
           
 
   
 
   
 
 
Name of Trustee
        U.S. Treasury Plus
Money Market Fund
    Federal Money
Market Fund
    100% U.S. Treasury
Securities Money
Market Fund
Independent Trustees
           
 
                               
William J. Armstrong
           
 
   
 
   
 
John F. Finn
           
 
   
 
   
 
Dr. Matthew Goldstein
           
 
   
 
   
 
Robert J. Higgins
           
 
   
 
   
 
Peter C. Marshall
           
 
   
 
   
 
Marilyn McCoy
           
 
   
 
   
 
William G. Morton, Jr.
           
 
   
 
   
 
Robert A. Oden, Jr.
           
 
   
 
   
 
Fergus Reid, III
           
 
   
 
   
 
Frederick W. Ruebeck
           
 
   
 
   
 
James J. Schonbachler
           
 
   
 
   
 
Interested Trustees
           
 
   
 
   
 
Frankie D. Hughes
           
 
   
 
   
 
Leonard M. Spalding, Jr.
           
 
   
 
   
 
 
Name of Trustee
        Tax Free Money
Market Fund
    Municipal Money
Market Fund
    California Municipal
Money Market Fund
Independent Trustees
           
 
                               
William J. Armstrong
           
 
   
 
   
 
John F. Finn
           
 
   
 
   
 
Dr. Matthew Goldstein
           
 
   
 
   
 
Robert J. Higgins
           
 
   
 
   
 
Peter C. Marshall
           
 
   
 
   
 
Marilyn McCoy
           
 
   
 
   
 
William G. Morton, Jr.
           
 
   
 
   
 
Robert A. Oden, Jr.
           
 
   
 
   
 
Fergus Reid, III
           
 
   
 
   
 
Frederick W. Ruebeck
           
 
   
 
   
 
James J. Schonbachler
           
 
   
 
   
 

Part I - 25



Name of Trustee
        Tax Free Money
Market Fund
    Municipal Money
Market Fund
    California Municipal
Money Market Fund
Interested Trustees
           
 
   
 
   
 
Frankie D. Hughes
           
 
   
 
   
 
Leonard M. Spaulding, Jr.
           
 
   
 
   
 
 
Name of Trustee
        Michigan Municipal
Money Market Fund
    New York Municipal
Money Market Fund
    Ohio Municipal
Money Market Fund
Independent Trustees
           
 
                               
William J. Armstrong
           
 
   
 
   
 
John F. Finn
           
 
   
 
   
 
Dr. Matthew Goldstein
           
 
   
 
   
 
Robert J Higgins
           
 
   
 
   
 
Peter C. Marshall
           
 
   
 
   
 
Marilyn McCoy
           
 
   
 
   
 
William G. Morton, Jr.
           
 
   
 
   
 
Robert A. Oden, Jr.
           
 
   
 
   
 
Fergus Reid, III
           
 
   
 
   
 
Frederick W. Ruebeck
           
 
   
 
   
 
James J. Schonbachler
           
 
   
 
   
 
Interested Trustees
           
 
   
 
   
 
Frankie D. Hughes
                                                       
Leonard M. Spaulding, Jr.
                                                       
 
Name of Trustee
        Total Compensation Paid from Fund Complex(1)
Independent Trustees
           
 
William J. Armstrong
           
$264,000
John F. Finn
           
0
Dr. Matthew Goldstein
           
253,000
Robert J Higgins
           
0
Peter C. Marshall
           
286,000
Marilyn McCoy
           
264,000
William G. Morton, Jr.
           
220,000
Robert A. Oden, Jr.
           
154,000
Fergus Reid, III
           
418,000
Frederick W. Ruebeck
           
253,000
James J. Schonbachler
           
220,000
Interested Trustees
           
 
Leonard M. Spalding, Jr.
           
264,000
Frankie D. Hughes(2)
           
220,000
 
(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 J.P. Morgan Funds Complex currently overseen by the Board of Trustees includes ten registered investment companies (132 F unds).

ˆ
  Does not include $220,000 of Deferred Compensation

ˆˆ
  Does not include $253,000 of Deferred Compensation.

ˆˆˆ
  Does not include $66,000 of Deferred Compensation.

INVESTMENT ADVISER

Investment Advisory Fees

The table below sets forth the investment advisory fees paid by the JPMT I Funds to JPMIM (waived amounts are in parentheses), as applicable with respect to the fiscal periods indicated (amounts in thousands):

Part I - 26



Funds
        Fiscal Year Ended February 29, 2008     Fiscal Year Ended February 28, 2009     Fiscal Year Ended
February 28 , 2010
   
        Paid     Waived     Paid     Waived     Paid     Waived
Prime Money Market Fund
              $ 79,427          $           $ 95,947          $           $           $    
Federal Money Market Fund
                 8,444                          13,044                                            
100% U.S. Treasury Securities Money Market Fund
                 14,255                          30,381                                            
Tax Free Money Market Fund
                 16,784                          24,495                                            
California Municipal Money Market Fund
                 872                           844                                             
New York Municipal Money Market Fund
                 1,613                          1,755                                            
 

The table below sets forth the investment advisory fees paid by the JPMT II Funds to JPMIA (waived amounts are in parentheses), as applicable with respect to the fiscal periods indicated (amounts in thousands):

Funds
        Fiscal Year Ended February 29, 2008     Fiscal Year Ended February 28, 2009     Fiscal Year Ended
February 28, 20 10 *
   
        Paid     Waived     Paid     Waived     Paid     Waived
Liquid Assets Money Market Fund
              $ 9,044          $           $ 9,617          $                          $    
U.S. Government Money Market Fund
                 16,709                          43,989                                            
U.S. Treasury Plus Money Market Fund
                 8,414                          16,502                                            
Municipal Money Market Fund
                 2,957                          2,266                                            
Michigan Municipal Money Market Fund
                 139                           110                                             
Ohio Municipal Money Market Fund
                 86              (1 )            92              (1 )                              
 
*   
  Effective January 1, 2010, the investment advisory business of JPMIA was transferred to JPMIM, and JPMIM became the investment adviser for the Funds.

The table below sets forth the investment advisory fees paid by the JPMT II Funds to JPMIM (waived amounts are in parentheses), as applicable with respect to the fiscal periods indicated (amounts in thousands):

Funds
        Fiscal Year Ended February 29, 2008*     Fiscal Year Ended February 28, 2009*     Fiscal Year Ended February 28, 2010*    
        Paid     Waived     Paid     Waived     Paid     Waived
Liquid Assets Money Market Fund
                 $              $ —              $              $ —              $              $—    
U.S. Government Money Market Fund
                                                                                     
U.S. Treasury Plus Money Market Fund
                                                                                     
Municipal Money Market Fund
                                                                                     
Michigan Municipal Money Market Fund
                                                                                     
Ohio Municipal Money Market Fund
                                                                                     
 
*  
  Effective January 1, 2020, the investment advisory business of JPMIA was transferred to JPMIM and JPMIM became the investment adviser for the Funds.

Part I - 27



ADMINISTRATOR

Administrator Fees

The table below sets forth the administration fees paid by the Funds (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands).

        Fiscal Year Ended
Februrary 29, 2008
    Fiscal Year Ended
February 28, 2009
    Fiscal Year Ended
February 28, 2010
   
        Paid     Waived     Paid     Waived     Paid     Waived
Prime Money Market Fund
              $ 69,944             ($4,883 )         $ 80,256                                                
Liquid Assets Money Market Fund
                 6,742             (1,797 )            7,281             ($797 )                                  
U.S. Government Money Market Fund
                 12,687             (2,938 )            36,342                                                
U.S. Treasury Plus Money Market Fund
                 7,076             (805 )            13,688             (5 )                                  
Federal Money Market Fund
                 7,207             (690 )            10,897                                                
100% U.S. Treasury Securities Money Market Fund
                 10,449             (2,774 )            23,168             (2,344 )                                  
Tax Free Money Market Fund
                 14,765             (961 )            20,605                                                
Municipal Money Market Fund
                 1,419             (1,391 )            1,906                                                
California Municipal Money Market Fund
                 573              (253 )            612              (98 )                                  
Michigan Municipal Money Market Fund
                 79              (55 )            83              (10 )                                  
New York Municipal Money Market Fund
                 1,402             (126 )            1,477                                                
Ohio Municipal Money Market Fund
                 39              (44 )            75              (3 )                                  
 

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 February 28, 20 10 .

Fund
        Net
Underwriting
Discounts and
Commissions
    Compensation on
Redemptions and
Repurchases
    Brokerage
Commissions
    Other
Compensation
Prime Money Market Fund
            $ 0           $ x           $ x              *    
Liquid Assets Money Market Fund
                 0              x              x              *    
U.S. Government Money Market Fund
                 0              0              0              *    
U.S. Treasury Plus Money Market Fund
                 0              x              x              *    
Federal Money Market Fund
                 0              0              0              *    

Part I - 28



Fund
        Net
Underwriting
Discounts and
Commissions
    Compensation on
Redemptions and
Repurchases
    Brokerage
Commissions
    Other
Compensation
100% U.S. Treasury Securities Money Market Fund
                 0              0              0              *    
Tax Free Money Market Fund
                 0              0              0              *    
Municipal Money Market Fund
                 0              0              0              *    
California Municipal Money Market Fund
                 0              0              0              *    
Michigan Municipal Money Market Fund
                 0              0              0              *    
New York Municipal Money Market Fund
                 0              0              0              *    
Ohio Municipal Money Market Fund
                 0              0              0              *    
 
*  
  Fees paid by the Funds pursuant to Rule 12b-1 are provided in the “Distribution Fees” section below.

JPMDS retained no underwriting commissions for the fiscal years ended February 2 9 , 200 8 , February 2 8 , 200 9 and [ February 28, 20 10] . For a more complete discussion, see the “Distributor” section in Part II of this SAI.

Distribution Fees

The table below sets forth the Rule 12b-1 fees that the Funds paid to JPMDS, with respect to the fiscal periods indicated (amounts in thousands):

Fund
        Fiscal Year Ended
February 2 9 , 200 8
    Fiscal Year Ended
February 2 8 , 200 9
    Fiscal Year Ended
February 28, 20 10
   
        Paid     Waived     Paid     Waived     Paid     Waived
Prime Money Market Fund
                                                                                                      
Class B Shares
            $ 49        $         $ 79        $           $ x         $    
Class C Shares
                 27                          65                          x                 
Reserve Shares
                 4,559                          6,916                          x                 
Cash Management Shares
                 2,259                          504                          x                 
Service Shares1
                 N/A              N/A              N/A              N/A              x              x    
 
Liquid Assets Money Market Fund
                                                                                                      
Morgan Shares
                 2,914                          3,415                          x                 
Class B Shares
                 129                          178                          x                 
Class C Shares
                 3,583                          3,844                          x                 
Reserve Shares
                 4,951                          3,080                          x                 
Service Shares
                 ˆ                          3,785                          x                 
E*TRADE Class Shares2
                 N/A              N/A              1                          x                 
 
U.S. Government Money Market Fund
                                                                                                      
Morgan Shares
                 3,372                          3,942                          x                 
Reserve Shares
                 843                          638             ˆ             x              ˆ   
Service Shares
                 4                          1,361             (185 )             x              ( x )   
 
U.S. Treasury Plus Money Market Fund
                                                                                                      
Morgan Shares
                 1,925                          1,153             (756 )             x              ( x )   
Class B Shares
                 11                          7             (5 )             x              ( x )   
Class C Shares
                 468                          525             (355 )             x              ( x )   
Reserve Shares
                 3,481                          2,159             (2,037 )             x              ( x )   

Part I - 29



Fund
        Fiscal Year Ended
February 29, 2008
    Fiscal Year Ended
February 28, 2009
    Fiscal Year Ended
February 28, 2010
   
        Paid     Waived     Paid     Waived     Paid     Waived
Service Shares1
                 N/A              N/A              N/A              N/A              x              x    
 
Federal Money Market Fund
                                                                                                      
Morgan Shares
                 228                          262                          x                 
Reserve Shares
                 42                          49             (3 )             x              ( x )   
 
100% U.S. Treasury Securities Money Market Fund
                                                                                                      
Morgan Shares
                 2,253                          2,067             (571 )             x              ( x )   
Reserve Shares
                 6,186                          8,326             (2,996 )             x              ( x )   
Service Shares1
                 N/A              N/A              N/A              N/A              x              x    
 
Tax Free Money Market Fund
                                                                                                 
Morgan Shares
                 818                          933                          x                 
Reserve Shares
                 14,140                          20,258             (76 )             x              ( x )   
 
Municipal Money Market Fund
                                                                                                      
Morgan Shares
                 298                          460                          x                 
Reserve Shares
                 627                          425                          x                 
Service Shares
                 ˆ                          310             (30 )             x              ( x )   
E*TRADE Class Shares
                 10,620                          8,922             (352 )             x              ( x )   
 
California Municipal Money Market Fund
                                                                                                      
Morgan Shares
                 146                          314                          x                 
E*TRADE Class Shares
                 5,666                          4,020             (425 )             x              ( x )   
Service Shares1
                 N/A              N/A              N/A              N/A              x              x    
 
Michigan Municipal Money Market Fund
                                                                                                      
Morgan Shares
                 41                          41                          x                 
Reserve Shares
                 54                          64                          x                 
 
New York Municipal Money Market Fund
                                                                                                   
Morgan Shares
                 1,195                          1,402                          x                 
Reserve Shares
                 1,024                          1,236             (3 )             x              ( x )   
E*TRADE Class Shares
                 2,469                          1,673             (103 )             x              ( x )   
Service Shares1
                 N/A              N/A              N/A              N/A              x              x    
 
Ohio Municipal Money Market Fund
                                                                                                      
Morgan Shares
                 27                          44                          x                 
Reserve Shares
                 158                          173                          x                 
Service Shares1
                 N/A              N/A              N/A              N/A              x              x    
 
1  
  Shares commenced operations as of July 1, 2009.

2  
  Shares commenced operations as of January 8, 2009.

ˆ  
  Amount rounds to less than $1,000.

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

Part I - 30




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 assets of Fund shares owned by or for shareholders):

Capital
                 0.05 %  
Institutional Class
                 0.10 %  
Agency and Direct
                 0.15 %  
Premier, Cash Management, Service, Reserve , Eagle Class and E*TRADE Class
                 0.30 %*  
Morgan and Investor
                 0.35 %**  
Class B and Class C
                 0.25 %  
 
*
  The amount payable for “service fees” (as defined by the FINRA) does not exceed 0.25% of the average annual net assets attributable to these shares. The 0.05% balance of the fees is for shareholder administrative services.

**
  The amount payable for “service fees” (as defined by the FINRA) does not exceed 0.25% of the average annual net assets attributable to these shares. The 0.10% balance of the fees is for shareholder administrative services.

The table below sets forth the fees paid to JPMDS (the amounts voluntarily waived are in parentheses) for the fiscal periods indicated (amounts in thousands):

*
Fund
        Fiscal Year Ended February 2 9 , 200 8     Fiscal Year Ended February 2 8 , 200 9     Fiscal Year Ended February 28, 20 10    
        Paid     Waived     Paid     Waived     Paid     Waived
Prime Money Market Fund
                                                                                                      
Capital Shares
                 $20             ($22,800 )             $2,727             ($26,726 )          $ x              ($ x )   
Morgan Shares
                 23,552                          26,165                          x                 
Premier Shares
                 27,487             (943 )             28,810             (545 )             x              ( x )   
Agency Shares
                 10,004             (4,995 )             12,173             (5,338 )             x              ( x )   
Class B Shares
                 4             (12 )             6             (20 )             x              ( x ) )   
Class C Shares
                 2             (7 )             6             (16 )             x              ( x )   
Institutional Class Shares
                 10,075             (15,080 )             13,034             (16,171 )             x              ( x )   
Reserve Shares
                 5,289             (182 )             8,158             (141 )             x              ( x )   
Cash Management Shares
                 1,355                          302                          x              (x )    
Service Shares1
                 N/A              N/A              N/A              N/A              x              (x )    
Investor Shares1
                 N/A              N/A              N/A              N/A              x              (x )    
Direct Shares2
                 N/A              N/A              N/A              N/A              x              (x )    
Eagle Class Shares 4
                 N/A              N/A              N/A              N/A              x              (x )    
 
Liquid Assets Money Market Fund
                                                                                                      
Morgan Shares
                 9,616             (583 )             11,268             (683 )             x              ( x )   
Class B Shares
                 10             (33 )             14             (45 )             x              ( x )   
Class C Shares
                 286             (908 )             307             (974 )             x              ( x )   
Premier Shares
                 1,592             (55 )             2,033             (70 )             x              ( x )   
Agency Shares
                 355             (177 )             528             (264 )             x              ( x )   
Institutional Class Shares
                 617             (925 )             492             (738 )             x              ( x )   
Reserve Shares
                 5,743             (198 )             3,572             (123 )             x              ( x )   
Investor Shares
                 3,825                          2,526                          x              (x )    
Service Shares
                 ˆ             ˆ             1,830             (63 )             x              ( x )   
Capital Shares
                              (1,189 )                          (1,513 )             x              ( x )   
E*TRADE Class Shares3
                 N/A              N/A              ˆ             ˆ             x              ( x )   

Part I - 31



Fund
        Fiscal Year Ended February 29, 2008     Fiscal Year Ended February 28, 2009     Fiscal Year Ended February 28, 2010    
        Paid     Waived     Paid     Waived     Paid     Waived
 
U.S. Government Money Market Fund
                                                                                                 
Morgan Shares
                 11,464             (337 )             13,157             (640 )             x              (x)    
Premier Shares
                 5,721