497 1 a04-10711_3497.htm 497

J.P. MORGAN MUTUAL FUND TRUST

JPMorgan Liquid Assets Money Market Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan Treasury Plus Money Market Fund

522 Fifth Avenue
New York, New York 10036

(each a "JPMorgan Fund" and, collectively, the "JPMorgan Funds")

ONE GROUP® MUTUAL FUNDS

One Group U.S. Government Securities Money Market Fund

1111 Polaris Parkway
Columbus, Ohio 43271-1235

("One Group U.S. Government Securities Fund"
and, collectively with JPMorgan Funds, the "Acquired Funds")

Special Meeting of Shareholders to be held January 20, 2005

Dear Shareholder:

I am writing to ask for your vote on an important matter concerning your investment in the Acquired Funds ("Your Fund"). If Your Fund is one of the JPMorgan Funds, Your Fund's Board of Trustees called a special meeting of shareholders of Your Fund scheduled for Thursday, January 20, 2005, at the offices of J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036, at 9.00 a.m., Eastern time. If Your Fund is the One Group U.S. Government Securities Fund, Your Fund's Board of Trustees called a special meeting of shareholders of Your Fund scheduled for Thursday, January 20, 2005, at the offices of J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036, at 9.00 a.m., Eastern time. Your Fund's special meeting is referred to as the "Meeting."

The purpose of the Meeting is to seek shareholder approval for a number of fund reorganizations, which are among a series of initiatives that the Trustees of One Group Mutual Funds ("One Group Funds") and J.P. Morgan Mutual Fund Trust have recently undertaken. These initiatives follow the July 1, 2004 merger of Bank One Corporation, the former corporate parent of Banc One Investment Advisors Corporation ("BOIA"), One Group Dealer Services, Inc. (the "Distributor"), and One Group Administrative Services, Inc. ("OGA") (investment advisor, distributor and administrator, respectively, to the One Group Funds), into JPMorgan Chase & Co., the corporate parent of J.P. Morgan Investment Management Inc. ("JPMIM") (which serves as investment adviser to each series of the J.P. Morgan Mutual Fund Trust). JPMorgan Chase Bank is the administrator, shareholder servicing agent and custodian to the JPMorgan Funds. As a consequence of the merger, on that date BOIA, OGA and the Distributor became affiliates of both JPMIM and JPMorgan Chase Bank. BOIA and JPMIM, however, will continue as separate investment advisory entities, for the foreseeable future, and will continue to provide investment advisory services to the One Group Funds and the JPMorgan Funds, respectively.

Under separate cover, you will also be receiving a proxy statement seeking your approval for certain initiatives relating to, among other things, (i) the election of trustees, (ii) the approval of a proposed Plan of Reorganization and Redomiciliation pursuant to which Your Fund will redomicile into a newly formed Delaware statutory trust in the event that the reorganization initiative for Your Fund contained in these materials is not approved by shareholders, (iii) the approval of certain amendments to Your Fund's organizational documents (One Group U.S. Government Securities Fund shareholders only) and (iv) changing certain fundamental investment restrictions and policies of the Funds. It is important that you vote both proxies.

As a result of these new affiliations, steps to integrate to the greatest extent possible the operations of the One Group Mutual Funds and the JPMorgan Funds have been actively considered over the course of several months in order to take advantage of potential operational and administrative efficiencies and to eliminate overlapping and duplicative product offerings. At meetings held in August 2004, BOIA and OGA made proposals to the Board of Trustees of One Group Mutual Funds and JPMIM and JPMorgan Chase Bank made proposals to the Boards of the JPMorgan Funds in order to seek to achieve these goals.



On August 19, 2004, the Boards of Trustees of the JPMorgan Funds, and on August 12, 2004, the Board of Trustees of One Group Mutual Funds, each approved a series of initiatives that are designed to: (1) integrate the operations of the two fund complexes; (2) streamline the operations and product offerings of the two fund complexes; and (3) take advantage of potential economies of scale that may result. The integration of the two fund complexes will include, among other things, (1) electing a single board of trustees and appointing common senior officers; (2) adopting a common fee structure; (3) eliminating overlapping or duplicative funds; (4) redomiciling to a single jurisdiction and single form of declaration of trust; (5) proposing certain changes to fundamental investment restrictions and policies of some of the JPMorgan Funds and all other One Group Funds; (6) engaging a common set of service providers; and (7) conforming redemption fee practices. These initiatives are being implemented in a series of steps, the majority of which are expected to be effective February 19, 2005. BOIA, JPMIM, OGA and the Distributor have contractually agreed to waive or reduce their fees or reimburse the expenses of each class of shares of the One Group Mutual Funds and JPMorgan Funds, as needed, in order to ensure that for the Acquired Funds, the net expense level for each share class of the funds following the mergers is at least as low as the contractual net expense level currently in effect for those share classes, if not lower, except for a 0.01% increase in the net expense ratio of the Agency Class of the JPMorgan Treasury Plus Money Market Fund, as a result of the implementation of a common pricing structure, regardless of whether the Reorganization is approved. These contractual fee waivers and/or reimbursements will stay in effect for at least one year from February 19, 2005.

While not all do, a number of critical steps to implement these initiatives require shareholder approval. The attached Proxy Statement/Prospectus seeks your approval of the following proposal that will be considered at the Meeting:

1.  To approve or disapprove a proposed Agreement and Plan of Reorganization for Your Fund ("Reorganization Agreement"), pursuant to which Your Fund will transfer all of its assets and liabilities to the corresponding series of the One Group Funds listed opposite Your Fund's name in the following chart in exchange for shares of the corresponding fund (each a "Reorganization" and, collectively, the "Reorganizations"):

Acquired Fund   Corresponding One Group Mutual Fund
("Acquiring Fund")
 
JPMorgan Liquid Assets Money Market Fund   One Group Prime Money Market Fund  
JPMorgan Treasury Plus Money Market Fund   One Group U.S. Treasury Securities Money Market Fund  
JPMorgan U.S. Government Money Market Fund & One Group U.S. Government Securities Money Market Fund   One Group Government Money Market Fund  

 

  If the relevant Reorganization is approved by shareholders then, effective February 19, 2005, One Group Prime Money Market Fund, One Group U.S. Treasury Securities Money Market Fund and One Group Government Money Market Fund will be renamed JPMorgan Liquid Assets Money Market Fund, JPMorgan U.S. Treasury Plus Money Market Fund and JPMorgan U.S. Government Money Market Fund, respectively.

  If the relevant Reorganization is not approved by shareholders then, effective February 19, 2005, One Group Prime Money Market Fund, One Group U.S. Treasury Securities Money Market Fund, One Group Government Money Market Fund, and One Group U.S. Government Securities Money Market Fund will be renamed JPMorgan Cash Reserves Money Market Fund, JPMorgan U.S. Treasury Securities Money Market Fund, JPMorgan Government Money Market Fund, and JPMorgan U.S. Government Securities Money Market Fund, respectively.

  If the Reorganization pertaining to Your Fund is approved by shareholders, you will become a shareholder of the corresponding Acquiring Fund on the date the Reorganization occurs. No sales charges or redemption fees will be imposed as a result of the Reorganization. The Reorganizations are intended to be tax-free reorganizations for Federal income tax purposes; and

2.  To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.



After careful consideration, the Board of Trustees of the J.P. Morgan Mutual Fund Trust recommends that shareholders of JPMorgan Funds vote "FOR" the proposal and the Board of Trustees of the One Group Funds recommends that shareholders of the One Group U.S. Government Securities Fund vote "FOR" the proposal.

A Proxy Statement/Prospectus that describes the Reorganizations is enclosed. Your vote is very important to us regardless of the number of shares you own. Whether or not you plan to attend the Meeting in person, please read the Proxy Statement/Prospectus and cast your vote promptly. It is important that your vote be received by and no later than the time of the Meeting on January 20, 2005. You may cast your vote by completing, signing, and returning the enclosed proxy card by mail in the envelope provided. If you have any questions, before you vote, please call (800) 762-8415 (JPMorgan Funds Shareholders) or (800) 762-8449 (One Group U.S. Government Securities Fund Shareholders). We will get you the answers that you need promptly.

In addition to voting by mail you may also vote by either telephone or via the Internet, as follows:

To vote by Telephone:   To vote by Internet:  
  (1 ) Read the Proxy Statement/Prospectus and have your proxy card at hand.     (1 ) Read the Proxy Statement/Prospectus and have your proxy card at hand.  
  (2 ) Call the 1-800 number that appears on your proxy card.     (2 ) Go to the website on your proxy card.  
  (3 ) Enter the control number set forth on the proxy card and follow the instructions.     (3 ) Enter the control number set forth on the proxy card and follow the simple instructions.  

 

We encourage you to vote by telephone or via the Internet by using the control number that appears on your enclosed proxy card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

NOTE: You may receive more than one proxy package if you hold shares in more than one account. You must return separate proxy cards for separate holdings. We have provided pre-addressed return envelopes for each, which require no postage if mailed in the United States.

Sincerely,

 

George C. W. Gatch
President
J.P. Morgan Mutual Fund Trust and the One Group Funds



J.P. MORGAN MUTUAL FUND TRUST

JPMorgan Liquid Assets Money Market Fund
JPMorgan U.S. Government Money Market Fund
JPMorgan Treasury Plus Money Market Fund

522 Fifth Avenue
New York, New York 10036

(each, a "JPMorgan Fund" and, collectively, the "JPMorgan Funds")

ONE GROUP® MUTUAL FUNDS

One Group U.S. Government Securities Money Market Fund

1111 Polaris Parkway
Columbus, Ohio 42371-1235

("One Group U.S. Government Securities Fund"
and, collectively with JPMorgan Funds, the "Acquired Funds")

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on January 20, 2005

To the Shareholders of the Acquired Funds:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of JPMorgan Funds will be held at the offices of J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036, on Thursday, January 20, 2005, at 9:00 a.m., Eastern time, and that a Special Meeting of Shareholders of the One Group U.S. Government Securities Fund will be held at the offices of J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036, on Thursday, January 20, 2005, at 9:00 a.m., Eastern time (in either case, the "Meeting"), for the following purpose:

1.  To approve or disapprove Agreements and Plans of Reorganization (each a "Reorganization Agreement"), each providing for (i) the acquisition of all of the assets and assumptions of all of the liabilities of an Acquired Fund in exchange for shares of the corresponding Acquiring Fund opposite its name in the following chart (each a "Reorganization" and, collectively, the "Reorganizations") and (ii) the subsequent liquidation of the Acquired Fund; and

Acquired Fund   Corresponding One Group Mutual Fund
("Acquiring Fund")
 
JPMorgan Liquid Assets Money Market Fund   One Group Prime Money Market Fund  
JPMorgan Treasury Plus Money Market Fund   One Group U.S. Treasury Securities Money Market Fund  
JPMorgan U.S. Government Money Market Fund & One Group U.S. Government Securities Money Market Fund   One Group Government Money Market Fund  

 

  If the relevant Reorganization is approved by shareholders then, effective February 19, 2005, One Group Prime Money Market Fund, One Group U.S. Treasury Securities Money Market Fund and One Group Government Money Market Fund will be renamed JPMorgan Liquid Assets Money Market Fund, JPMorgan U.S. Treasury Plus Money Market Fund and JPMorgan U.S. Government Money Market Fund, respectively.

  If the relevant Reorganization is not approved by shareholders then, effective February 19, 2005, One Group Prime Money Market Fund, One Group U.S. Treasury Securities Money Market Fund, One Group Government Money Market Fund, and One Group U.S. Government Securities Money Market Fund will be renamed JPMorgan Cash Reserves Money Market Fund, JPMorgan U.S. Treasury Securities Money Market Fund, JPMorgan Government Money Market Fund, and JPMorgan U.S. Government Securities Money Market Fund, respectively.

2.  To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.



Each Board of Trustees has fixed the close of business on October 27, 2004 as the record date for determination of shareholders entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

EACH SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IN PERSON IS REQUESTED TO DATE, FILL IN, SIGN AND RETURN PROMPTLY THE ENCLOSED FORM OF PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR TO FOLLOW THE INSTRUCTIONS ON THE PROXY CARD IN ORDER TO VOTE BY TELEPHONE OR INTERNET AS SOON AS POSSIBLE.

By Order of the Boards of Trustees of J.P. Morgan Mutual Fund Trust and One Group Mutual Funds,

Wayne H. Chan   Scott E. Richter  
   
Secretary
J.P. Morgan Mutual Fund Trust
  Secretary
One Group Mutual Funds
 
November 10, 2004  

 



PROXY STATEMENT/PROSPECTUS

October 30, 2004

PROXY STATEMENT FOR:

J.P. Morgan Mutual Fund Trust

JPMorgan Liquid Assets Money Market Fund
JPMorgan Treasury Plus Money Market Fund
JPMorgan U.S. Government Money Market Fund

522 Fifth Avenue
New York, New York 10036

(each, a "JPMorgan Fund" and, collectively, the "JPMorgan Funds")

and

One Group® Mutual Funds

One Group U.S. Government Securities Money Market Fund

1111 Polaris Parkway
Columbus, Ohio 43271-1235

("One Group U.S. Government Securities Fund" and, collectively, with
JPMorgan Funds, the "Acquired Funds")

PROSPECTUS FOR:

One Group Mutual Funds
One Group Prime Money Market Fund
One Group U.S. Treasury Securities Money Market Fund
One Group Government Money Market Fund

1111 Polaris Parkway
Columbus, Ohio 43271-1235

This combined Proxy Statement and Prospectus ("Proxy Statement/Prospectus") is being furnished in connection with the solicitation of proxies by the Boards of Trustees (each a "Board") of J.P. Morgan Mutual Fund Trust and the One Group Mutual Funds ("One Group Funds") for Special Meetings of Shareholders of JPMorgan Liquid Assets Money Market Fund, JPMorgan Treasury Plus Money Market Fund, and JPMorgan U.S. Government Money Market Fund, each a series of J. P. Morgan Mutual Fund Trust, and One Group U.S. Government Securities Money Market Fund, a series of the One Group Mutual Funds (each a "Meeting" and collectively, the "Meetings"). The Meeting for JPMorgan Funds shareholders will be held on Thursday, January 20, 2005, at 9.00 a.m., Eastern time, at the offices of J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036, and the Meeting for the One Group U.S. Government Securities Fund shareholders will be held on Thursday, January 20, 2005, at 9.00 a.m. Eastern time, at the offices J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036.

At the Meetings, shareholders will be asked to consider and act upon the following proposal:

1.  To approve or disapprove Agreements and Plans of Reorganization (each a "Reorganization Agreement"), each providing for (i) the acquisition of all of the assets and assumption of all of the liabilities of an Acquired Fund in exchange for shares of the corresponding Acquiring Fund opposite its name in the following chart (each a "Reorganization" and collectively, the "Reorganizations"), and (ii) the subsequent liquidation of each Acquired Fund; and

i



Acquired Fund   Corresponding One Group Mutual Fund
("Acquiring Fund")
 
JPMorgan Liquid Assets Money Market Fund   One Group Prime Money Market Fund  
JPMorgan Treasury Plus Money Market Fund   One Group U.S. Treasury Securities Money Market Fund  
JPMorgan U.S. Government Money Market Fund & One Group U.S. Government Securities Money Market Fund   One Group Government Money Market Fund  

 

  If the respective Reorganization is approved by shareholders then, effective February 19, 2005, One Group Prime Money Market Fund, One Group U.S. Treasury Securities Money Market Fund and One Group Government Money Market Fund will be renamed JPMorgan Liquid Assets Money Market Fund, JPMorgan U.S. Treasury Plus Money Market Fund and JPMorgan U.S. Government Money Market Fund, respectively.

  If the respective Reorganization is not approved by shareholders then, effective February 19, 2005, One Group Prime Money Market Fund, One Group U.S. Treasury Securities Money Market Fund, One Group Government Money Market Fund, and One Group U.S. Government Securities Money Market Fund will be renamed JPMorgan Cash Reserves Money Market Fund, JPMorgan U.S. Treasury Securities Money Market Fund, JPMorgan Government Money Market Fund, and JPMorgan U.S. Government Securities Money Market Fund, respectively.

2.  To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Each Reorganization Agreement contemplates the transfer of all of the assets and the assumption of all of the liabilities of an Acquired Fund in exchange for shares of the corresponding Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund. Each Acquired Fund would then distribute to its shareholders the portion of the shares of the corresponding Acquiring Fund to which each such shareholder is entitled. This would result in the liquidation of the Acquired Fund.

Under each proposed Reorganization Agreement, each shareholder of an Acquired Fund would be entitled to receive shares of the corresponding Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the shares of the Acquired Fund held by that shareholder, as of the close of business on the business day of the closing of the Reorganization. You are being asked to approve a Reorganization Agreement pursuant to which the Reorganization transaction would be accomplished. Because shareholders of the Acquired Funds are being asked to approve a transaction that will result in their holding shares of the Acquiring Funds, which are series of the One Group Funds, this Proxy Statement also serves as a Prospectus for the Acquiring Funds.

Share classes of the Acquired Funds. Each of the JPMorgan Funds offers Agency, Institutional, Morgan, and Premier Classes of shares. In addition, to those four classes of shares, JPMorgan Treasury Plus Money Market Fund offers a fifth class of shares called Reserve Class shares.

One Group U.S. Government Securities Money Market Fund offers two classes of shares: A and I.

Share classes of the Acquiring Funds. One Group Prime Money Market Fund offers nine classes of shares: Agency, B, C, Capital, Institutional, Investor (currently known as Class I), Morgan, Premier, and Reserve (currently known as Class A).

One Group U.S. Treasury Securities Money Market Fund offers eight classes of shares: Agency, B, C, Institutional, Investor (currently known as Class I), Morgan, Premier, and Reserve (currently known as Class A).

One Group Government Money Market Fund offers six classes of shares: Agency (currently known as Administrative), Capital (currently known as Class I), Institutional, Morgan, Premier (currently known as Class S), and Reserve.

ii



Effects on share classes of proposed Reorganization. If a Reorganization is approved by shareholders of an Acquired Fund, holders of shares in the Acquired Fund will receive shares in the share class of the Acquiring Fund set forth opposite the relevant Acquired Fund share class in the following table:

Acquired Fund Share Class   Acquiring Fund Share Class  
JPMorgan Liquid Assets Money Market Fund   One Group Prime Money Market Fund  
Agency   Agency  
Institutional   Capital  
Morgan   Morgan  
Premier   Premier  
JPMorgan Treasury Plus Money Market Fund   One Group U.S. Treasury Securities Money Market Fund  
Agency   Agency  
Institutional   Institutional  
Morgan   Morgan  
Premier   Premier  
Reserve   Reserve  
JPMorgan U.S. Government Money Market Fund   One Group Government Money Market Fund  
Agency   Agency  
Institutional   Institutional  
Morgan   Morgan  
Premier   Premier  
One Group U.S. Government Securities Money Market Fund   One Group Government Money Market Fund  
A   Reserve  
I   Premier  

 

The Reorganizations are being structured as Federal tax-free reorganizations. See "INFORMATION ABOUT THE REORGANIZATIONS-Federal Income Tax Consequences." Shareholders should consult their tax advisors to determine the actual impact of a Reorganization in light of their individual tax circumstances.

JPMorgan Funds and the One Group Funds are each series of open-end management investment companies. The investment objectives and primary investment strategies of each of the Acquired Funds are similar to those of their corresponding Acquiring Funds. There are, however, certain differences in investment policies, which are described under "COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND PRINCIPAL RISKS OF INVESTING IN THE FUNDS" in this Proxy Statement/Prospectus.

This Proxy Statement/Prospectus, which should be retained for future reference, sets forth concisely the information about the Acquiring Funds that a prospective investor should know before investing. A Statement of Additional Information ("SAI") dated October 30, 2004 relating to this Proxy Statement/Prospectus and the Reorganizations is incorporated by reference into this Proxy Statement/Prospectus. You may receive a copy of the SAI relating to this Proxy Statement/Prospectus without charge by contacting the One Group Funds (800) 480-4111, or writing to the One Group Funds at 1111 Polaris Parkway, Columbus, Ohio 43271-1235.

For more information regarding JPMorgan Funds, see the prospectuses and SAI for JPMorgan Liquid Assets Money Market Fund dated December 29, 2003, JPMorgan U.S. Government Money Market Fund dated December 29, 2003, and JPMorgan Treasury Plus Money Market Fund dated December 29, 2003 which have been filed with the Securities and Exchange Commission ("SEC") and which are incorporated herein by reference. For more information regarding the One Group U.S. Government Securities Fund, see the prospectuses and SAI for One Group U.S. Government Securities Money Market Fund dated October 29, 2004,

iii



which have been filed with the SEC and are incorporated by reference. Each annual report and semi-annual report for JPMorgan Funds dated August 31, 2003 and February 29, 2004, respectively, and the annual report for the One Group U.S. Government Securities Fund for the twelve months ended June 30, 2004 each of which highlights certain important information such as investment results and financial information have been filed with the SEC and are incorporated herein by reference. You may receive a copy of the prospectuses, SAI, annual reports and semi-annual reports of JPMorgan Funds without charge by calling (800) 348-4782 or by writing to the address of JPMorgan Funds listed on the cover page of this Proxy Statement/Prospectus. You may receive a copy of the prospectuses, SAI, or annual report of the One Group U.S. Government Securities Fund without charge by calling (800) 480-4111 or by writing to the address of the One Group Funds at the address listed on the cover page of this Proxy Statement/Prospectus.

For more information regarding One Group Prime Money Market Fund, One Group U.S. Treasury Securities Money Market Fund and One Group Government Money Market Fund, see the prospectuses and SAI for each of the Funds dated October 29, 2004, which have been filed with the SEC. The annual reports for the twelve month period ended June 30, 2004, which highlight certain important information such as investment results and financial information, have been filed with the SEC. You may receive a copy of the prospectuses, SAIs and annual reports without charge by contacting the One Group Mutual Funds at (800) 480-4111 or by writing the One Group Mutual Funds at 1111 Polaris Parkway, Columbus, Ohio 43271-1235.

In addition, you can copy and review any of the above-referenced documents at the SEC's Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 942-8090. Reports and other Information about each of the Funds are available on the EDGAR Database on the SEC's Internet site at http://www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public Reference Section, 450 Fifth Street, Washington D.C. 20549-0102.

Accompanying this Proxy Statement/Prospectus as Appendix B is a copy of the form of Reorganization Agreement pertaining to each transaction.

AN INVESTMENT IN AN ACQUIRED FUND IS NOT A DEPOSIT OF JPMORGAN CHASE & CO. OR ANY OF ITS AFFILIATES OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SHARES OF THE FUNDS AS AN INVESTMENT OR DETERMINED WHETHER THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

iv



TABLE OF CONTENTS

    Page  
PROPOSAL NO. 1     1    
COMMON QUESTIONS AND ANSWERS ABOUT THE PROPOSED REORGANIZATIONS     1    
SUMMARY     3    
Proposed Reorganizations     3    
Effect of Proposed Reorganizations and Redomiciliation of One Group Funds     5    
Comparison of Investment Objectives and Primary Investment Strategies     5    
Legal Proceedings     6    
Comparison of Fees and Expenses     7    
Comparison of Sales Load, Distribution and Shareholder Servicing Arrangements     25    
Comparison of Purchase, Redemption and Exchange Policies and Procedures     25    
COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND
PRINCIPAL RISKS OF INVESTING IN THE FUNDS
    26    
INFORMATION ABOUT THE REORGANIZATIONS     31    
The Reorganization Agreements     31    
Description of the Acquiring Funds' Shares     33    
Reasons for the Reorganizations and Board Considerations     33    
Federal Income Tax Consequences     34    
INFORMATION ABOUT MANAGEMENT OF THE ONE GROUP FUNDS     35    
The Advisor     35    
Additional Compensation to Financial Intermediaries     35    
Performance of the Acquiring Funds     35    
ADDITIONAL INFORMATION ABOUT THE JPMORGAN FUNDS AND
ONE GROUP FUNDS
    38    
Financial Highlights     39    
Legal Proceedings and Additional Fee and Expense Information     39    
Distributor     40    
Administrator     40    
FORM OF ORGANIZATION     40    
CAPITALIZATION     40    
DIVIDENDS AND DISTRIBUTIONS     44    
OTHER BUSINESS     44    
SHAREHOLDER COMMUNICATIONS WITH THE BOARD     44    
VOTING INFORMATION     44    
Proxy Solicitation     44    
Quorum     45    
Vote Required     45    
Effect of Abstentions and Broker "Non-Votes"     45    
Adjournments     45    
Shareholder Voting Rights     46    
Future Shareholder Proposals     46    
Record Date and Outstanding Shares     46    
LEGAL MATTERS     55    
APPENDIX A-Legal Proceedings and Additional Fee and Expense Information     A-1    
APPENDIX B-Forms of Agreement and Plan of Reorganization     B-1    
APPENDIX C-How to Do Business with the Funds     C-1    
APPENDIX D-Comparison of Investment Objectives and Primary Investment Strategies     D-1    
APPENDIX E-Financial Highlights of Acquiring Funds     E-1    
APPENDIX F-Similarities and Differences in the Forms of Organization     F-1    
APPENDIX G-Additional Risk Factors Related to the Acquiring Funds     G-1    

 



PROPOSAL NO. 1

APPROVAL OF THE AGREEMENTS AND PLANS OF REORGANIZATION

COMMON QUESTIONS AND ANSWERS ABOUT THE PROPOSED REORGANIZATIONS

Q.  How will a Reorganization affect me?

A.  Under the terms of each Reorganization, the assets of an Acquired Fund will be combined with those of the corresponding Acquiring Fund and you will become a shareholder of the Acquiring Fund. Following the Reorganization, you will receive shares of the corresponding Acquiring Fund set forth opposite the relevant Acquired Fund of the share class set forth opposite the class you hold in the following table that are equal in aggregate net asset value to the shares of the Acquired Fund that you held immediately prior to the closing of a Reorganization.

Acquired Fund Share Class   Acquiring Fund Share Class  
JPMorgan Liquid Assets Money Market Fund   One Group Prime Money Market Fund  
Agency   Agency  
Institutional   Capital  
Morgan   Morgan  
Premier   Premier  
JPMorgan Treasury Plus Money Market Fund   One Group U.S. Treasury Securities Money Market Fund  
Agency   Agency  
Institutional   Institutional  
Morgan   Morgan  
Premier   Premier  
Reserve   Reserve  
JPMorgan U.S. Government Money Market Fund   One Group Government Money Market Fund  
Agency   Agency  
Institutional   Institutional  
Morgan   Morgan  
Premier   Premier  
One Group U.S. Government Securities Money Market Fund   One Group Government Money Market Fund  
A   Reserve  
I   Premier  

 

Q.  Why is each Reorganization being recommended?

A.  On July 1, 2004, Bank One Corporation, the former corporate parent of Banc One Investment Advisors Corporation ("BOIA"), One Group Dealer Services, Inc. (the "Distributor"), and One Group Administrative Services, Inc. ("OGA"), merged into JPMorgan Chase & Co. BOIA, the Distributor and OGA are the investment advisor, the distributor and the administrator, respectively, to the One Group Mutual Funds. As a consequence of the merger, on that date, BOIA, OGA and the Distributor became affiliates of both J.P. Morgan Investment Management Inc. ("JPMIM") and JPMorgan Chase Bank. JPMIM is the investment adviser to the JPMorgan Funds, and JPMorgan Chase Bank is the administrator, shareholder servicing agent and custodian to the JPMorgan Funds.

1



As a result of these new affiliations, steps to integrate to the greatest extent possible the operations of One Group Mutual Funds and JPMorgan Funds have been actively considered over the course of the past several months in order to take advantage of potential operational and administrative efficiencies and to eliminate overlapping or duplicative product offerings. BOIA and JPMIM, however, will continue as separate investment advisory entities for the foreseeable future, and will continue to provide investment advisory services to the One Group Funds and the JPMorgan Funds, respectively.

The Acquired Funds and the corresponding Acquiring Funds have similar investment objectives and policies, as described in detail below. The Reorganizations will result in combining the assets of these Funds and consolidating their operations.

Also see below for a discussion regarding any impact on the fees that you will pay.

Q.  How will the Reorganizations affect the fees to be paid by the JPMorgan Funds, and how do they compare to the fees payable by the One Group Funds?

The Reorganizations by themselves will not affect the contractual fees to be paid by the JPMorgan Funds or the One Group Funds. However, other components of the integration efforts approved by the Boards of the One Group Funds and the JPMorgan Funds in August 2004 will result in changes to the fees for both the JPMorgan Funds and the One Group Funds, regardless of whether the Reorganizations are approved.

On August 19, 2004, the Boards of Trustees of the JPMorgan Funds, and on August 12, 2004, the Board of Trustees of the One Group Funds each approved a series of proposals designed to facilitate the integration of the One Group Funds with the JPMorgan Funds into a single fund family in which all of the funds have a common pricing structure. As a result of this change, investment advisory fees between the two complexes were standardized, a common asset-based, complex-wide administration fee schedule was adopted to apply to the newly-expanded fund complex, shareholder servicing fees were standardized by class and a common commission and CDSC schedule was adopted. In addition, the number of money market share classes available for purchase was reduced from eighteen to a maximum of ten share classes. In order to achieve consistent pricing across share classes, in some instances, total gross contractual fees increase whereas, in other cases, total gross contractual fees decrease.

The investment adviser, OGA and the Distributor have, however, contractually agreed to waive fees or reduce their fees or reimburse expenses for at least one year following the Reorganizations in an amount that would ensure that the lowest net expense rate is maintained, except for a 0.01% increase in the net expense ratio of the Agency Class shares of the JPMorgan Treasury Plus Money Market Fund.

Pro forma and expense information is included for your reference in this Proxy Statement/Prospectus.

Q.  Will I have to pay any sales load, commission, redemption fee, or other transactional fee in connection with a Reorganization?

A.  No. The full value of your shares of the Acquired Funds will be exchanged for shares of the indicated class of the corresponding Acquiring Funds without any sales load, commission, redemption fee, or other transactional fee being imposed. JPMIM and BOIA will bear all of the expenses of the Funds in connection with each Reorganization, except for brokerage fees and brokerage expenses associated with each Reorganization which will be borne by the Funds.

Q.  Will I have to pay any Federal income taxes as a result of a Reorganization?

A.  Each transaction is intended to qualify as a tax-free reorganization for Federal income tax purposes. Assuming a Reorganization qualifies for such treatment, shareholders will not recognize taxable gain or loss as a result of the Reorganization. As a condition to the closing of each Reorganization, each Acquired Fund will receive an opinion of legal counsel to the effect that the Reorganization will qualify as a tax-free reorganization for Federal income tax purposes. You should separately consider any state, local and other tax consequences in consultation with your tax advisor. Opinions of legal counsel are not binding on the Internal Revenue Service or the courts.

Q.  What happens if a Reorganization Agreement is not approved?

A.  While you are being asked to consider a Reorganization, shareholders of the Acquiring Funds are simultaneously being asked to consider, among other things, (i) the reorganization and redomiciliation of the Acquiring Funds as series of JPMorgan Trust II, a newly-created Delaware statutory trust, and (ii) changes to certain of the fundamental investment restrictions and policies of the Acquiring Funds. If shareholders of an Acquiring Fund approve the reorganization and redomiciliation, and shareholders of the One Group Mutual Funds approve a respective Reorganization, immediately following the closing of the Reorganization, the Acquiring Fund will be reorganized and redomiciled as a series of JPMorgan Trust

2



II. Thus, if shareholders in your fund approve this series of transactions, you will become a shareholder of a series of JPMorgan Trust II immediately following the closing of the Reorganization. If, on the other hand, shareholders of an Acquired Fund approve a Reorganization, but shareholders of the One Group Mutual Funds do not approve the reorganization and redomiciliation of their fund, following the Reorganization the Acquiring Fund will remain a series of One Group Mutual Funds, a Massachusetts business trust, and you will become a shareholder of a series of the One Group Mutual Funds and not JPMorgan Trust II. The reorganizations and redomiciliations are described further below.

While the Acquired Funds and the Acquiring Funds currently have substantially similar fundamental investment restrictions and policies, to the extent shareholders of the Acquiring Funds approve changes to the fundamental investment restrictions of those funds, the fundamental investment restrictions and policies of the Acquired Funds may vary from the fundamental investment restrictions and policies of the Acquiring Funds. The proposed changes in the Acquiring Funds fundamental investment policies and/or restrictions are intended to simplify, streamline and standardize certain of the fundamental investment policies and/or restrictions of the funds to provide added flexibility to respond to future legal, regulatory, market or technical changes. See "SUMMARY-Comparison of Investment Objectives, Strategies and Principal Risks of Investing in the Funds" below for additional information on the proposed changes. Although the proposed changes to certain investment policies and/or restrictions of the Acquiring Funds will allow the Acquiring Funds greater flexibility to respond to future investment opportunities, BOIA has indicated to the Board of the Acquiring Funds that it does not anticipate that the changes, either individually or in the aggregate, will result in any material change in the level of investment risk associated with investing in the Acquiring Funds or the manner in which the Acquiring Funds are managed. Shareholders of the Acquiring Funds will be asked to vote on these proposals at shareholder meetings scheduled to be held January 20, 2005.

If a Reorganization Agreement is not approved by shareholders of an Acquired Fund, then you will remain a shareholder of the current series of your existing investment company. You will, however, become a shareholder of a newly formed Delaware statutory trust if the separate Plan of Reorganization and Redomiciliation of your Fund, contained in the separate proxy, is approved. You will remain a shareholder in your Fund as a series of its current investment company if neither a Reorganization Agreement nor the Plan of Reorganization is approved. Regardless of whether either reorganization is approved, the new pricing structure will be adopted.

SUMMARY

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Proxy Statement/Prospectus and each Reorganization Agreement, the form of which is attached to this Proxy Statement/Prospectus as Appendix B.

Proposed Reorganizations

At meetings on August 19, 2004 and August 12, 2004, respectively, the Board of Trustees of the J.P. Morgan Mutual Fund Trust and the Board of Trustees of the One Group Funds approved the Reorganization Agreements. Subject to the approval of the shareholders of the Acquired Funds, the Reorganization Agreements provide for:

•  the transfer of all of the assets and assumption of all of the liabilities of an Acquired Fund in exchange for shares of the corresponding Acquiring Fund opposite its name in the following chart having an aggregate net asset value equal to the aggregate net asset value of the shares of the Acquired Fund held by that shareholder; and

Acquired Fund   Corresponding One Group Mutual Fund
("Acquiring Fund")
 
JPMorgan Liquid Assets Money Market Fund   One Group Prime Money Market Fund  
JPMorgan Treasury Plus Money Market Fund   One Group U.S. Treasury Securities
Money Market Fund
 
JPMorgan U.S. Government Money Market Fund & One Group U.S. Government Securities Money Market Fund   One Group Government Money Market Fund  

 

•  the complete liquidation of the Acquired Funds.

3



The Reorganizations are scheduled to be effective after the close of business on February 18, 2005, or on a later date as the parties may agree ("Closing Date"). As a result of a Reorganization, each shareholder of an Acquired Fund will become the owner of the number of full and fractional shares of the corresponding Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the shareholder's Acquired Fund shares as of the close of business on the Closing Date.

Holders of Agency Class shares, Institutional Class shares (to be renamed Capital Class), Morgan Class shares, and Premier Class shares in JPMorgan Liquid Assets Money Market Fund will receive, respectively, Agency, Capital, Morgan, and Premier Class shares of One Group Prime Money Market Fund. The Agency, Capital, Morgan and Premier Classes are all newly created share classes of One Group Prime Money Market Fund.

Holders of Agency Class shares, Institutional Class shares, Morgan Class shares, Premier Class shares, and Reserve Class shares in JPMorgan Treasury Plus Money Market Fund will receive, respectively, Agency, Institutional, Morgan, Premier, and Reserve Class (currently known as Class A) shares of One Group U.S Treasury Securities Money Market Fund. Agency, Institutional, Morgan, and Premier Classes are all newly created share classes of One Group U.S. Treasury Securities Money Market Fund.

Holders of Agency Class shares, Institutional Class shares, Morgan Class shares, and Premier Class shares in JPMorgan U.S. Government Money Market Fund will receive, respectively, Agency (currently know as Administrative), Institutional, Morgan, and Premier (currently known as Class S) Class shares of One Group Government Money Market Fund. Institutional and Morgan Classes are newly created share classes of One Group Government Money Market Fund.

Holders of Class A shares and Class I shares in One Group U.S. Government Securities Money Market Fund will receive, respectively, Reserve and Premier Class (currently known as Class S) shares of One Group Government Money Market Fund. Reserve Class is a newly created Share Class of One Group Government Money Market Fund.

See "INFORMATION ABOUT THE REORGANIZATIONS" below. For more information about the characteristics of the classes of shares offered by the Funds see "SUMMARY-COMPARISON OF SALES LOAD, DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS" below as well as "How to Do Business with the Funds" in Appendix C.

For the reasons set forth below under "INFORMATION ABOUT THE REORGANIZATIONS-Reasons for the Reorganizations and Board Considerations," the Board of the J.P. Morgan Mutual Fund Trust, including all of the Trustees not deemed to be "interested persons" pursuant to Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act") ("Independent Trustees"), has concluded that the Reorganizations would be in the best interests of the shareholders of each of JPMorgan Funds and that the interests of shareholders of each of the JPMorgan Funds would not be diluted as a result of the Reorganizations and, therefore, has submitted the Reorganization Agreements for approval to the shareholders of JPMorgan Funds. The Board of Trustees of the One Group Funds, including all of the Independent Trustees, has concluded that the Reorganizations would be in the best interests of the One Group U.S. Government Securities Fund and that the interests of shareholders of the One Group U.S. Government Securities Fund would not be diluted as a result of the Reorganizations and, therefore, has submitted the One Group U.S. Government Securities Fund Reorganization Agreement for approval to the shareholders of One Group U.S. Government Securities Fund. The Board of Trustees of the One Group Funds recommends that shareholders of the One Group U.S. Government Securities Fund vote "FOR" the proposed Reorganization Agreement effecting the Reorganization, and the Board of Trustees of the J.P. Morgan Mutual Fund Trust recommends that shareholders of JPMorgan Funds vote "FOR" the proposed Reorganization Agreements effecting the Reorganizations. Each Board acts with respect only to the Funds that it oversees. Accordingly, the Board of the One Group Funds acts and makes determinations with respect to the One Group Funds and its shareholders, but not with respect to JPMorgan Funds or their shareholders; and the Board of J.P. Morgan Mutual Trust Fund acts and makes determinations with respect to JPMorgan Funds and their shareholders, but not with respect to the One Group Funds or its shareholders.

For each of the Acquired Funds, approval of the relevant Reorganization Agreement will require, if a quorum is present at the Meeting, the affirmative vote of a majority of the outstanding voting securities of the Acquired Fund, which is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Acquired Fund are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of the Acquired Fund. See "VOTING INFORMATION" below.

Prior to completion of each Reorganization, each Acquired Fund will have received from Dechert LLP an opinion of  legal counsel to the effect that the respective Reorganization will qualify as a tax-free reorganization

4



for Federal income tax purposes. Accordingly, no gain or loss will be recognized by the Acquired Funds or their shareholders as a result of any Reorganization, and the aggregate tax basis of the Acquiring Fund shares received by each Acquired Fund shareholder will be the same as the aggregate tax basis of the shareholder's Acquired Fund shares. At any time prior to the consummation of a Reorganization, a shareholder may redeem shares. For more information about the Federal income tax consequences of the Reorganizations see "INFORMATION ABOUT THE REORGANIZATIONS-Federal Income Tax Consequences" below.

Effect of Proposed Reorganizations and Redomiciliation of One Group Funds

After carefully considering this and other proposals over the past several months, at a meeting held on August 12, 2004, the Board of Trustees of One Group Funds approved a Plan of Reorganization and Redomiciliation (the "One Group Redomiciliation Agreement") pursuant to which each Acquiring Fund would become a series of JPMorgan Trust II, a newly-created Delaware statutory trust. If shareholders of the One Group Funds approve the One Group Redomiciliation Agreement, all of the assets of the One Group Funds will be exchanged for a number of shares of a corresponding series of JPMorgan Trust II representing the same aggregate net asset value. If shareholders approve the One Group Redomiciliation Agreement, it is expected that the transfer would occur on or about February 18, 2005, immediately following the Reorganizations.

If shareholders of an Acquired Fund approve a Reorganization Agreement, and the shareholders of the One Group Funds approve the One Group Redomiciliation Agreement, shareholders of the Acquired Fund will become shareholders of a series of JPMorgan Trust II on or about February 18, 2005, immediately after the closing of the Reorganization. On the other hand, if shareholders of an Acquired Fund approve a Reorganization Agreement, but the shareholders of the One Group Funds do not approve the reorganization and redomiciliation of the Acquiring Fund, shareholders of the Acquired Fund will become shareholders of the Acquiring Fund upon the closing of the Reorganization and the One Group Fund will remain a series of One Group Mutual Funds, a Massachusetts business trust. The proposed redomiciliation is intended to be a tax-free event for Federal income tax purposes. Unless otherwise specifically noted, the series of JPMorgan Trust II into which the Acquiring Funds redomicile will be substantially similar to the Acquiring Funds.

Please note that JPMorgan Trust II is a Delaware statutory trust whereas J.P. Morgan Mutual Fund Trust and One Group Mutual Funds are Massachusetts business trusts. If both the reorganization and the redomiciliation of the Acquiring Funds are approved and completed, you will become a shareholder of a series of a Delaware statutory trust. Certain differences and similarities among the trusts discussed in this Proxy Statement/Prospectus are highlighted on Appendix F.

Comparison of Investment Objectives and Primary Investment Strategies

This section will help you compare the investment objectives and primary investment strategies of the Acquired Funds and the Acquiring Funds. Please be aware this is only a brief discussion. A chart providing a side-by-side comparison of the Funds and their investment objectives and primary investment strategies can be found in Appendix D. Some of the investment policies of each Fund are "fundamental investment policies" and others are "non-fundamental investment policies." Fundamental investment policies may only be changed by a vote of a Fund's shareholders, while a Fund's board of trustees generally has the ability to change non-fundamental policies without a shareholder vote. More information can be found in each Fund's prospectus.

JPMorgan Liquid Assets Money Market Fund and One Group Prime Money Market Fund

The investment objectives of each Fund are similar. The investment objective of JPMorgan Liquid Assets Money Market Fund is to maximize current income consistent with the preservation of capital and same-day liquidity. The investment objective of One Group Prime Money Market Fund is to seek current income with liquidity and stability of principal. The JPMorgan Liquid Assets Money Market Fund may change its investment objective without shareholder approval.

The primary investment strategies of each Fund are also similar. Both Funds invest in high quality, short-term money market instruments which are issued and payable in U.S. dollars. Each Fund's portfolio must also meet the requirements of Rule 2a-7 under the 1940 Act.

A primary difference between the Funds lies in their investment strategies. Although each Fund may invest in securities issued by companies in the financial services industry, One Group Prime Money Market Fund will invest, under normal circumstances, at least 25% of its total assets in such securities.

JPMorgan Treasury Plus Money Market Fund and One Group U.S. Treasury Securities Money Market Fund

The investment objectives of each Fund are similar. The investment objective of JPMorgan Treasury Plus Money Market Fund is to provide the highest possible level of current income while still maintaining liquidity and preserving

5



capital. The investment objective of One Group U.S. Treasury Securities Money Market Fund is to seek current income with liquidity and stability of principal. The JPMorgan Treasury Plus Money Market Fund may change its investment objective without shareholder approval.

The primary investment strategies of each Fund are also similar. One Group U.S. Treasury Securities Money Market Fund has a fundamental policy that restricts it from purchasing securities other than U.S. Treasury bills, notes, and other obligations issued or guaranteed by the U.S. Treasury and repurchase agreements collateralized by such obligations. JPMorgan Treasury Plus Money Market Fund has a non-fundamental policy to invest, under normal circumstances, exclusively in the same types of securities. In addition, both Funds invest in repurchase agreements fully collateralized by U.S. Treasury securities. Each Fund's portfolio must also meet the requirements of Rule 2a-7 under the 1940 Act.

A primary difference between the Funds relates to the dollar-weighted average maturity of the securities held by the Funds. Specifically, the average maturity on a dollar weighted basis of the securities held by JPMorgan Treasury Plus Money Market Fund is 60 days, while the average maturity on a dollar weighted basis of the securities held by One Group U.S. Treasury Securities Money Market Fund is no more than 90 days.

JPMorgan U.S. Government Money Market Fund, One Group U.S. Government Securities Money Market Fund, and One Group Government Money Market Fund

The investment objectives of each Fund are similar. The investment objective of JPMorgan U.S. Government Money Market Fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital. The investment objective of One Group U.S. Government Securities Money Market Fund is to seek high current income consistent with liquidity and stability of principal. The investment objective of One Group Government Money Market Fund is to seek to provide high current income with liquidity and stability of principal. The investment objective of JPMorgan U.S. Government Money Market Fund may be changed without shareholder approval.

The primary investment strategies of each Fund are similar. All three funds invest in securities issued by the U.S. government or by U.S. government agencies and instrumentalities and in repurchase agreements related to such securities. All securities purchased by the three funds must meet the requirements of Rule 2a-7 under the 1940 Act and have maturities of 397 days or less. JPMorgan U.S. Government Money Market Fund may invest significantly in securities with floating or variable rates of interest.

A primary difference among the Funds relates to the dollar-weighted average maturity of the securities held by the Funds. The dollar-weighted average maturity of the securities held by JPMorgan U.S. Government Money Market Fund will be no more than 60 days. In contrast, the dollar-weighted average maturity of the securities held by One Group Government Money Market Fund and One Group U.S. Government Securities Money Market Fund will be no more than 90 days.

Legal Proceedings

On June 29, 2004, BOIA entered into agreements with the Securities and Exchange Commission (the "SEC") and the New York Attorney General ("NYAG") in resolution of investigations conducted by the SEC and the NYAG into market timing of certain mutual funds advised by BOIA, possible late trading of certain of these funds and related matters. In this connection, BOIA or its affiliates agreed to pay disgorgement and a civil money penalty in an aggregate amount of $50 million. The settlement agreement with the NYAG also requires BOIA to reduce its management fee for certain series of One Group Mutual Funds in the aggregate amount of approximately $8 million annually over the next five years. In addition, BOIA has agreed to undertakings relating to, among other things, governance and compliance initiatives. Of the One Group Funds involved in a Reorganization discussed in this Proxy Statement/Prospectus, only the One Group Government Bond Fund and One Group Equity Income Fund are subject to a reduced management fee as a result of the settlement with the NYAG. In addition to the matters involving the SEC and NYAG, various lawsuits have been filed against BOIA, the incumbent Trustees of the One Group Funds and various affiliates of BOIA. The lawsuits generally relate to the same facts that were the subject of the SEC order and NYAG settlement discussed above. These actions seek, among other things, compensatory damages, restitution, disgorgement of unjustly earned profits, punitive damages, removal of the Trustees, removal of the One Group Funds' investment advisers and distributor, rescission of the distribution and service plans adopted under Rule 12b-1 of the 1940 Act, and attorneys' fees. It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or otherwise adversely affect the Funds. For more information, see "Legal Proceedings and Additional Fee and Expense Information" below and Appendix A.

6



Comparison of Fees and Expenses

As noted earlier, the Reorganizations are but one part of a series of initiatives recommended by BOIA and JPMIM and approved by the Boards of the One Group Funds and the JPMorgan Funds. These initiatives are designed to: (1) integrate the operations of the two fund complexes; (2) streamline the operations and product offerings of the two fund complexes; and (3) take advantage of potential economies of scale that may result. The integration of the two fund complexes will include, among other things, adopting a common fee structure, eliminating overlapping or duplicative funds, redomiciling to a single jurisdiction and adopting a single form of declaration of trust, electing a single board of trustees and appointing common senior officers, proposing certain changes to fundamental investment restrictions and policies of some of the funds, engaging a common set of service providers, and conforming redemption fee practices. With the exception of the administration fee, the components of the common fee structure are set forth separately in the Annual Fund Operating Expense tables below.

These initiatives are being implemented in a series of steps, the majority of which are expected to be effective February 19, 2005. Collectively, these initiatives may result in potential economies of scale. Further, BOIA, JPMIM, the Distributor and OGA have contractually agreed to waive fees or reduce fees or reimburse expenses for at least one year following the Reorganizations in an amount that would result in a Total Net Annual Operating Expense level for each class of each Fund that is at least as low as the Total Net Annual Operating Expense level currently in effect except for a 0.01% increase in the net expense ratio of the Agency Share Class of the JPMorgan Treasury Plus Money Market Fund, regardless of whether the Reorganization is approved.

Because the various integration initiatives, including specifically the common fee structure, will be implemented effective February 19, 2005 (regardless of whether the Reorganization is approved by shareholders) the following tables (1) compare the estimated fees and expenses of each class of each Fund, as of February 19, 2005, giving effect to the implementation of all the integration initiatives, including the common fee structure, except the Reorganization, and (2) show the estimated fees and expenses for each class of the combined fund, on a pro forma basis, as if each Reorganization occurred on February 19, 2005.

The last footnote to each fee table presents each Fund's current operating expenses. In the context of the Reorganizations, this information is provided merely as a convenience to shareholders so that they may have a basis to compare a Fund's estimated operating expenses (as of February 19, 2005) with the Fund's current operating expenses. Shareholders should understand, however, that any such comparison is limited by the fact that the presentation of current operating expenses in this Proxy Statement/Prospectus does not include all disclosures relating to the waivers and/or expense reimbursements. That information can be found in each Fund's current prospectus.

7



JPMorgan Liquid Assets Money Market Fund and One Group Prime Money Market Fund

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the period commencing February 19, 2005.

    JPMorgan Liquid
Assets Money
Market Fund
  One Group Prime
Money Market Fund
  Pro Forma
JPMorgan
Liquid 
Assets Money
Market Fund
 
    (Institutional Class)+   (Capital Class)+   (Capital Class)  
Institutional Shares/Capital Class Shares  
SHAREHOLDER FEES
(fees paid directly from your investment)
 
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
    None       None       None    
Maximum Deferred Sales Charge (Load) (as a
percentage of redemption proceeds)
    None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
 
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     None       None       None    
Shareholder Service Fees     0.10 %     0.05 %     0.05 %  
Other Expenses     0.11 %     0.11 %     0.11 %  
Total Annual Fund Operating Expenses     0.29 %     0.24 %     0.24 %  
Fee Waiver and/or Expense Reimbursement     (0.09 )%1     (0.08 )%2     (0.08 )%3  
Net Expenses     0.20 %     0.16 %     0.16 %  

 

+  Institutional Class will be renamed Capital Class. Capital Class is a newly created class of One Group Prime Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.20% for Institutional Class Shares from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.16% for Capital Class shares from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.16% for Capital Class shares from February 19, 2005 through October 31, 2006.

++  Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current annual fund operation expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan Liquid
Assets Money
Market Fund
  One Group
Prime Money
Market Fund
 
    (Institutional Class)   (Capital Class)*  
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     None     N/A  
Shareholder Service Fees     0.10 %   N/A  
Other Expenses     0.13 %   N/A  
Total Annual Fund Operating Expenses     0.33 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.13 )%   N/A  
Net Expenses     0.20 %   N/A  

 

*  The inception of Capital Class shares of One Group Prime Money Market Fund is expected to occur on or about February 18, 2005.

8



    JPMorgan Liquid
Assets Money
Market Fund
  One Group Prime
Money Market Fund
  Pro Forma
JPMorgan
Liquid
Assets Money
Market Fund
 
    (Morgan Class)   (Morgan Class)+   (Morgan Class)  
Morgan Class Shares      
SHAREHOLDER FEES
(fees paid directly from your investment)
     
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
    None       None       None    
Maximum Deferred Sales Charge (Load) (as a
percentage of redemption proceeds)
    None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)
(as a percentage of average net assets)++
     
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     0.10 %     0.10 %     0.10 %  
Shareholder Service Fees     0.35 %     0.35 %     0.35 %  
Other Expenses     0.30 %     0.11 %     0.11 %  
Total Annual Fund Operating Expenses     0.83 %     0.64 %     0.64 %  
Fee Waiver/Expense Reimbursement     (0.24 )%1     (0.05 )%2     (0.05 )%3  
Net Expenses     0.59 %     0.59 %     0.59 %  

 

+  Morgan Class is a newly created class of One Group Prime Money Market Fund. "Other Expenses" are based on estimates

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.59% from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.59% from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.59% of the Fund's average daily net assets for Morgan Class shares from February 19, 2005 through October 31, 2006.

++  Expenses are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current fund operating expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan Liquid
Assets Money
Market Fund
  One Group
Prime Money
Market Fund
 
    (Morgan Class)   (Morgan Class)*  
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     0.10 %   N/A  
Shareholder Service Fees     0.35 %   N/A  
Other Expenses     0.32 %   N/A  
Total Annual Fund Operating Expenses     0.87 %   N/A  
Fee Waiver and/or Expense Reimbursement*     (0.28 )%   N/A  
Net Expenses     0.59 %   N/A  

 

*  The inception of Morgan Class shares of One Group Prime Money Market Fund is expected to occur on or about February 18, 2005.

9



    JPMorgan Liquid
Assets Money
Market Fund
  One Group Prime
Money Market Fund
  Pro Forma
JPMorgan
Liquid
Assets Money
Market Fund
 
    (Premier Class)   (Premier Class)+   (Premier Class)  
Premier Class Shares  
SHAREHOLDER FEES
(fees paid directly from your investment))
 
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price
    None       None       None    
Maximum Deferred Sales Charge (Load) (as a percentage
of redemption proceeds)
    None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
 
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     None       None       None    
Shareholder Service Fees     0.30 %     0.30 %     0.30 %  
Other Expenses     0.14 %     0.11 %     0.11 %  
Total Annual Fund Operating Expenses     0.52 %     0.49 %     0.49 %  
Fee Waiver/Expense Reimbursement     (0.07 )%1     (0.04 )%2     (0.04 )%3  
Net Expenses     0.45 %     0.45 %     0.45 %  

 

+  Premier Class is a newly created class of One Group Prime Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.45% from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.45% from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.45% of the Fund's average daily net assets for Premier Class shares from February 19, 2005 through October 31, 2006.

++  Expenses are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current fund operating expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan Liquid
Assets Money
Market Fund
  One Group
Prime Money
Market Fund
 
    (Premier Class)   (Premier Class)*  
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     None     N/A  
Shareholder Service Fees     0.25 %   N/A  
Other Expenses     0.16 %   N/A  
Total Annual Fund Operating Expenses     0.51 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.06 )%   N/A  
Net Expenses     0.45 %   N/A  

 

*  The inception of Premier Class shares of One Group Prime Money Market Fund is expected to occur on or about February 18, 2005.

10



    JPMorgan Liquid
Assets Money
Market Fund
  One Group Prime
Money Market Fund
  Pro Forma
JPMorgan
Liquid
Assets Money
Market Fund
 
    (Agency Class)   (Agency Class)+   (Agency Class)  
Agency Shares (JPM)/Agency Class Shares (OG)      
SHAREHOLDER FEES
(fees paid directly from your investment)
     
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
    None       None       None    
Maximum Deferred Sales Charge (Load) (as a
percentage of redemption proceeds)
    None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
     
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     None       None       None    
Shareholder Service Fees     0.15 %     0.15 %     0.15 %  
Other Expenses     0.11 %     0.11 %     0.11 %  
Total Annual Fund Operating Expenses     0.34 %     0.34 %     0.34 %  
Fee Waiver/Expense Reimbursement     (0.08 )%1     (0.08 )%2     (0.08 )%3  
Net Expenses     0.26 %     0.26 %     0.26 %  

 

+  Agency Class is a newly created class of One Group Prime Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.26% from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.26% from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.26% of the Fund's average daily net assets for Agency Class shares from February 19, 2005 through October 31, 2006.

++  Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current annual fund operation expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan Liquid
Assets Money
Market Fund
  One Group
Prime Money
Market Fund
 
    (Agency Class)   (Agency Class)*  
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     None     N/A  
Shareholder Service Fees     0.10 %   N/A  
Other Expenses     0.13 %   N/A  
Total Annual Fund Operating Expenses     0.33 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.07 )%   N/A  
Net Expenses     0.26 %   N/A  

 

*  The inception of Agency Class shares of One Group Prime Money Market Fund is expected to occur on or about February 18, 2005.

11



Example

 The following Example is intended to help you compare the cost of investing in JPMorgan Liquid Assets Money Market Fund, One Group Prime Money Market Fund and the Combined Fund.

The Example assumes that you invest $10,000 in each Fund and in the Combined Fund after the Reorganization for the time periods indicated and reflects what you would pay if you redeemed all of your shares at the end of each of the time periods shown. The example also assumes:

•  5% return each year,

•  net expenses through the expiration of each Fund's and the Combined Fund's contractual caps, respectively, and total annual operating expense thereafter, and

•  all dividends and distributions are reinvested

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Capital Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Liquid Assets Money Market Fund1   $ 20     $ 76     $ 146     $ 352    
One Group Prime Money Market Fund1   $ 16     $ 63     $ 121     $ 292    
Pro Forma: JPMorgan Liquid Assets
Money Market Fund1
  $ 16     $ 63     $ 121     $ 292    

 

  1  After fee waivers and/or expense reimbursements.

Morgan Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Liquid Assets Money Market Fund1   $ 60     $ 220     $ 416     $ 984    
One Group Prime Money Market Fund1   $ 60     $ 196     $ 348     $ 790    
Pro Forma: JPMorgan Liquid Assets
Money Market Fund1
  $ 60     $ 196     $ 348     $ 790    

 

  1  After fee waivers and/or expense reimbursements.

Premier Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Liquid Assets Money Market Fund1   $ 46     $ 154     $ 278     $ 640    
One Group Prime Money Market Fund1   $ 46     $ 150     $ 267     $ 609    
Pro Forma: JPMorgan Liquid Assets
Money Market Fund1
  $ 46     $ 150     $ 267     $ 609    

 

  1  After fee waivers and/or expense reimbursements.

Agency Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Liquid Assets Money Market Fund1   $ 27     $ 94     $ 176     $ 416    
One Group Prime Money Market Fund1   $ 27     $ 95     $ 177     $ 417    
Pro Forma: JPMorgan Liquid Assets
Money Market Fund1
  $ 27     $ 95     $ 177     $ 417    

 

  1  After fee waivers and/or expense reimbursements.

12



JPMorgan Treasury Plus Money Market Fund and One Group U.S. Treasury Securities Money Market Fund

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the period commencing February 19, 2005.

    JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
  Pro Forma
JPMorgan
U.S. Treasury
Plus Money
Market Fund
 
    (Institutional
Class)
  (Institutional
Class)+
  (Institutional
Class)
 
Institutional Class Shares  
SHAREHOLDER FEES
(fees paid directly from your investment)
 
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
    None       None       None    
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)
    None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
 
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     None       None       None    
Shareholder Service Fees     0.10 %     0.10 %     0.10 %  
Other Expenses     0.12 %     0.09 %     0.11 %  
Total Annual Fund Operating Expenses     0.30 %     0.27 %     0.29 %  
Fee Waiver and/or Expense Reimbursement     (0.10 )%1     (0.07 )%2     (0.09 )%3  
Net Expenses     0.20 %     0.20 %     0.20 %  

 

+  Institutional Class is a newly created class of One Group U.S. Treasury Securities Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees deferred compensation plan) to 0.20% from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Funds Board of Trustees' deferred compensation plan) to 0.20% from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.20% of the Fund's average daily net assets for Institutional Class shares from February 19, 2005 through October 31, 2006.

++  Expenses are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current fund operating expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
 
    (Institutional
Class)
  (Institutional
Class)*
 
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     None     N/A  
Shareholder Service Fees     0.10 %   N/A  
Other Expenses     0.14 %   N/A  
Total Annual Fund Operating Expenses     0.34 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.14 )%   N/A  
Net Expenses     0.20 %   N/A  

 

*  The inception of Institutional Class shares of One Group U.S. Treasury Securities Money Market Fund is expected to occur on or about February 18, 2005.

13



    JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
  Pro Forma
JPMorgan
U.S. Treasury
Plus Money
Market Fund
 
    (Morgan Class)   (Morgan Class)+   (Morgan Class)  
Morgan Class Shares      
SHAREHOLDER FEES
(fees paid directly from your investment)
     
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
    None       None       None    
Maximum Deferred Sales Charge (Load)     None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
     
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     0.10 %     0.10 %     0.10 %  
Shareholder Service Fees     0.35 %     0.35 %     0.35 %  
Other Expenses     0.13 %     0.09 %     0.11 %  
Total Annual Fund Operating Expenses     0.66 %     0.62 %     0.64 %  
Fee Waiver/Expense Reimbursement     (0.07 )%1     (0.03 )%2     (0.05 )%3  
Net Expenses     0.59 %     0.59 %     0.59 %  

 

+  Morgan Class is a newly created class of One Group U.S. Treasury Securities Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.59% from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.59% from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.59% of the Fund's average daily net assets for Morgan Class shares from February 19, 2005 through October 31, 2006.

++  Expenses are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current fund operating expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
 
    (Morgan Class)   (Morgan Class)*  
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     0.10 %   N/A  
Shareholder Service Fees     0.35 %   N/A  
Other Expenses     0.15 %   N/A  
Total Annual Fund Operating Expenses     0.70 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.11 )%   N/A  
Net Expenses     0.59 %   N/A  

 

*  The inception of Morgan Class shares of One Group U.S. Treasury Securities Money Market Fund is expected to occur on or about February 18, 2005.

14



    JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
  Pro Forma
JPMorgan
U.S. Treasury
Plus Money
Market Fund
 
    (Premier Class)   (Premier Class)+   (Premier Class)  
Premier Class Shares  
SHAREHOLDER FEES
(fees paid directly from your investment)
 
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
    None       None       None    
Maximum Deferred Sales Charge (Load)     None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
 
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     None       None       None    
Shareholder Service Fees     0.30 %     0.30 %     0.30 %  
Other Expenses     0.12 %     0.09 %     0.11 %  
Total Annual Fund Operating Expenses     0.50 %     0.47 %     0.49 %  
Fee Waiver/Expense Reimbursement     (0.05 )%1     (0.02 )%2     (0.04 )%3  
Net Expenses     0.45 %     0.45 %     0.45 %  

 

+  Premier Class is a newly created class of One Group U.S. Treasury Securities Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.45% from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Funds Board of Trustees' deferred compensation plan) to 0.45% from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.45% of the Fund's average daily net assets for Premier Class shares from February 19, 2005 through October 31, 2006.

++  Expenses are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current fund operating expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
 
    (Premier Class)   (Premier Class)*  
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     None     N/A  
Shareholder Service Fees     0.25 %   N/A  
Other Expenses     0.14 %   N/A  
Total Annual Fund Operating Expenses     0.49 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.04 )%   N/A  
Net Expenses     0.45 %   N/A  

 

*  The inception of Premier Class shares of One Group U.S. Treasury Securities Money Market Fund is expected to occur on or about February 18, 2005.

15



    JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
  Pro Forma
JPMorgan
U.S. Treasury
Plus Money
Market Fund
 
    (Reserve Class)   (Reserve Class)+   (Reserve Class)  
Reserve Class Shares  
SHAREHOLDER FEES
(fees paid directly from your investment)
 
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
    None       None       None    
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)
    None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
 
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     0.25 %     0.25 %     0.25 %  
Shareholder Service Fees     0.30 %     0.30 %     0.30 %  
Other Expenses     0.13 %     0.09 %     0.11 %  
Total Annual Fund Operating Expenses     0.76 %     0.72 %     0.74 %  
Fee Waiver/Expense Reimbursement     (0.06 )%1     (0.02 )%2     (0.04 )%3  
Net Expenses     0.70 %     0.70 %     0.70 %  

 

+  One Group U.S. Treasury Securities Money Market Fund currently offers Class A shares, which will be renamed Reserve Class.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.70% from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.70% from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.70% of the Fund's average daily net assets for Reserve Class shares from February 19, 2005 through October 31, 2006.

++  Expenses are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current fund operating expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
 
    (Reserve Class)   (Class A Shares)  
Investment Advisory Fees     0.10 %     0.35 %  
Distribution (12b-1) Fees     0.25 %     0.25 %  
Shareholder Service Fees     0.25 %     None    
Other Expenses     0.15 %     0.17 %  
Total Annual Fund Operating Expenses     0.75 %     0.77 %  
Fee Waiver and/or Expense Reimbursement     (0.05 )%     None    
Net Expenses     0.70 %     0.77 %  

 

16



    JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
  Pro Forma
JPMorgan
U.S. Treasury
Plus Money
Market Fund
 
    (Agency Class)   (Agency Class)+   (Agency Class)  
Agency Class Shares  
SHAREHOLDER FEES
(fees paid directly from your investment)
 
Maximum Sales Charge (Load) Imposed on Purchases (as a
percentage of offering price)
    None       None       None    
Maximum Deferred Sales Charge (Load) (as a percentage of
redemption proceeds)
    None       None       None    
Redemption Fees     None       None       None    
Exchange Fees     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
 
Management Fee     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     None       None       None    
Shareholder Service Fees     0.15 %     0.15 %     0.15 %  
Other Expenses     0.12 %     0.09 %     0.11 %  
Total Annual Fund Operating Expenses     0.35 %     0.32 %     0.34 %  
Fee Waiver/Expense Reimbursement     (0.10 )%1     (0.06 )%2     (0.08 )%3  
Net Expenses     0.25 %     0.26 %     0.26 %  

 

+  Agency Class is a newly created class of One Group U.S. Treasury Securities Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.25% from February 19, 2005 through December 31, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.26% from February 19, 2005 through October 31, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.26% of the Fund's average daily net assets for Agency Class shares from February 19, 2005 through October 31, 2006.

++  Expenses are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current fund operating expenses.

CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury
Securities
Money Market
Fund
 
    (Agency Class)   (Agency Class)*  
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     None     N/A  
Shareholder Service Fees     0.10 %   N/A  
Other Expenses     0.14 %   N/A  
Total Annual Fund Operating Expenses     0.34 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.09 )%   N/A  
Net Expenses     0.25 %   N/A  

 

*  The inception of Agency Class shares of One Group U.S. Treasury Securities Money Market Fund is expected to occur on or about February 18, 2005.

17



Example

The following Example is intended to help you compare the cost of investing in JPMorgan Treasury Plus Money Market Fund, One Group U.S. Treasury Securities Money Market Fund and the Combined Fund.

The Example assumes that you invest $10,000 in each Fund and in the Combined Fund after the Reorganization for the time periods indicated and reflects what you would pay if you redeem all of your shares at the end of each of the time periods shown. The examples also assumes:

•  5% return each year,

•  net expenses through the expiration of each Fund's and the Combined Fund's contractual caps, respectively, and total annual operating expense thereafter, and

•  all dividends and distributions are reinvested

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Institutional Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Treasury Plus Money Market Fund1   $ 20     $ 77     $ 150     $ 362    
One Group U.S. Treasury Securities Money
Market Fund1
  $ 20     $ 75     $ 140     $ 331    
Pro Forma: JPMorgan U.S. Treasury Plus
Money Market Fund1
  $ 20     $ 78     $ 148     $ 353    

 

  1  After fee waivers and/or expense reimbursements.

Morgan Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Treasury Plus Money Market Fund1   $ 60     $ 198     $ 355     $ 810    
One Group U.S. Treasury Securities Money
Market Fund1
  $ 60     $ 193     $ 341     $ 769    
Pro Forma: JPMorgan U.S. Treasury Plus
Money Market Fund1
  $ 60     $ 196     $ 348     $ 791    

 

  1  After fee waivers and/or expense reimbursements.

Premier Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Treasury Plus Money Market Fund1   $ 46     $ 151     $ 270     $ 619    
One Group U.S. Treasury Securities Money
Market Fund1
  $ 46     $ 147     $ 260     $ 588    
Pro Forma: JPMorgan U.S. Treasury Plus
Money Market Fund1
  $ 46     $ 150     $ 267     $ 610    

 

  1  After fee waivers and/or expense reimbursements.

Reserve Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Treasury Plus Money Market Fund1   $ 72     $ 232     $ 411     $ 932    
One Group U.S. Treasury Securities Money
Market Fund1
  $ 72     $ 228     $ 399     $ 893    
Pro Forma: JPMorgan U.S. Treasury Plus
Money Market Fund1
  $ 72     $ 230     $ 405     $ 912    

 

  1  After fee waivers and/or expense reimbursements.

18



Agency Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan Treasury Plus Money Market Fund*1   $ 26     $ 94     $ 178     $ 425    
One Group U.S. Treasury Securities Money
Market Fund1
  $ 27     $ 92     $ 169     $ 395    
Pro Forma: JPMorgan U.S. Treasury Plus
Money Market Fund1
  $ 27     $ 96     $ 177     $ 418    

 

  1  After fee waivers and/or expense reimbursements.

JPMorgan U.S. Government Money Market Fund, One Group U.S. Government Securities Money Market Fund, and One Group Government Money Market Fund

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the period commencing February 19, 2005.

    JPMorgan
U.S. Government
Money Market
Fund
  One Group
U.S. Government
Securities
Money Market
Fund+
  One Group
Government
Money Market
Fund
  Pro Forma
JPMorgan
U.S. Government
Money Market
Fund
 
    (Institutional
Class)
      (Institutional
Class)+
  (Institutional
Class)
 
Institutional Class Shares  
SHAREHOLDER FEES
(fees paid directly from your investment)
 
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of
offering price)
    None     N/A     None       None    
Maximum Deferred Sales Charge (Load)
(as a percentage of redemption proceeds)
    None     N/A     None       None    
Redemption Fees     None     N/A     None       None    
Exchange Fees     None     N/A     None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund
assets)++
 
Management Fee     0.08 %   N/A     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     None     N/A     None       None    
Shareholder Service Fees     0.10 %   N/A     0.10 %     0.10 %  
Other Expenses     0.10 %   N/A     0.10 %     0.10 %  
Total Annual Fund Operating Expenses     0.28 %   N/A     0.28 %     0.28 %  
Fee Waiver and/or Expense Reimbursement     (0.08 )%1   N/A     (0.08 )%2     (0.08 )%3  
Net Expenses     0.20 %   N/A     0.20 %     0.20 %  

 

+  One Group U.S. Government Securities Money Market Fund does not offer the Institutional Class shares nor any share class for which holders would receive shares of One Group Government Money Market Fund's Institutional Class shares pursuant to the Reorganization. The Institutional Class is a newly created class of One Group Government Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.20% from February 19, 2005 through February 19, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses) to 0.20% from February 19, 2005 through February 19, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.20% of the Fund's average daily net assets for Institutional Class shares from February 19, 2005 through February 19, 2006.

++  Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current annual fund operating expenses.

19



CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan U.S. Government
Money Market Fund
(Institutional Class)
  One Group Government
Money Market Fund
(Institutional Class)*
 
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     None     N/A  
Shareholder Service Fees     0.10 %   N/A  
Other Expenses     0.12 %   N/A  
Total Annual Fund Operating Expenses     0.32 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.12 )%   N/A  
Net Expenses     0.20 %   N/A  

 

*  The inception of Institutional Class shares of One Group Government Money Market Fund is expected to occur on or about February 18, 2005.

     
 
JPMorgan U.S.
Government
Money Market
Fund
  One Group
U.S.
Government
Securities
Money Market
Fund+
  One Group
Government
Money Market
Fund
  Pro Forma
JPMorgan
U.S. Government
Money Market 
Fund
 
    (Morgan Class)       (Morgan Class)+   (Morgan Class)  
Morgan Class Shares      
SHAREHOLDER FEES
(fees paid directly from your investment)
     
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of
offering price)
    None     N/A     None       None    
Maximum Deferred Sales Charge (Load)     None     N/A     None       None    
Redemption Fees     None     N/A     None       None    
Exchange Fees     None     N/A     None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
     
Management Fee     0.08 %   N/A     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     0.10 %   N/A     0.10 %     0.10 %  
Shareholder Service Fees     0.35 %   N/A     0.35 %     0.35 %  
Other Expenses     0.12 %   N/A     0.10 %     0.10 %  
Total Annual Fund Operating Expenses     0.65 %   N/A     0.63 %     0.63 %  
Fee Waiver/Expense Reimbursement     (0.06 )%1   N/A     (0.04 )%2     (0.04 )%3  
Net Expenses     0.59 %   N/A     0.59 %     0.59 %  

 

+  One Group U.S. Government Securities Money Market Fund does not offer Morgan Class shares nor any share class for which holders would receive shares of One Group Government Money Market Fund's Morgan Class shares pursuant to the Reorganization. Morgan Class is a newly created class of One Group Government Money Market Fund. "Other Expenses" are based on estimates.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees deferred compensation plan) to 0.59% from February 19, 2005 through February 19, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses) to 0.59% from February 19, 2005 through February 19, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees deferred compensation plan) to 0.59% of the Fund's average daily net assets for Morgan Class shares from February 19, 2005 through February 19, 2006.

++  Expenses are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current fund operating expenses.

20



CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan U.S. Government
Money Market Fund
  One Group Government
Money Market Fund
 
    (Morgan Class Shares)   (Morgan Class Shares)*  
Investment Advisory Fees     0.10 %   N/A  
Distribution (12b-1) Fees     0.10 %   N/A  
Shareholder Service Fees     0.35 %   N/A  
Other Expenses     0.14 %   N/A  
Total Annual Fund Operating Expenses     0.69 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.10 )%   N/A  
Net Expenses     0.59 %   N/A  

 

*  The inception of Morgan Class shares of One Group Government Money Market Fund is expected to occur on or about February 18, 2005.

    JPMorgan
U.S.
Government
Money
Market
Fund
  One Group
U.S.
Government
Securities
Money
Market Fund
  One Group
Government
Money
Market
Fund
  Pro
Forma
JPMorgan
U.S.
Government
Money
Market
Fund
  Pro
Forma
JPMorgan
U.S.
Government
Money
Market
Fund
  Pro
Forma
JPMorgan
U.S.
Government
Money
Market
Fund
 
    (Premier
Class)
   
(Class I)+
   
(Class S)@
  (Premier
Class)*
  (Premier
Class)**
  (Premier
Class)***
 
Premier Class Shares/Class I Shares/
Class S Shares
     
SHAREHOLDER FEES (fees paid
directly from your investment)
     
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of
offering price)
    None       None       None       None       None       None    
Maximum Deferred Sales Charge (Load)     None       None       None       None       None       None    
Redemption Fees     None       None       None       None       None       None    
Exchange Fees     None       None       None       None       None       None    
ANNUAL FUND OPERATING
EXPENSES
(expenses that are deducted from
Fund assets)++
     
Management Fee     0.08 %     0.08 %     0.08 %     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     0.10 %     None%       None       None       None       None    
Shareholder Service Fees     0.30 %     0.35 %     0.30 %     0.30 %     0.30 %     0.30 %  
Other Expenses     0.10 %     0.10 %     0.09 %     0.10 %     0.10 %     0.10 %  
Total Annual Fund Operating Expenses     0.58 %     0.53 %     0.47 %     0.48 %     0.48 %     0.48 %  
Fee Waiver/Expense Reimbursement     (0.13 )%1     (0.01 )%2     (0.05 )%3     (0.09 )%4     (0.09 )%4     (0.09 )%4  
Net Expenses     0.45 %     0.52 %     0.42 %     0.39 %     0.39 %     0.39 %  

 

+  Class I shares will be renamed Premier Class shares.

@  Class S shares of One Group Government Money Market Fund will be renamed Premier Class shares.

*  Assuming the Reorganization of JPMorgan U.S. Government Money Market Fund and One Group Government Money Market Fund.

**  Assuming the Reorganization of One Group U.S. Government Securities Money Market Fund and One Group Government Money Market Fund.

***  Assuming the Reorganization of JPMorgan U.S. Government Money Market Fund, One Group U.S. Government Securities Money Market Fund, and One Group Government Money Market Fund.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.45% from February 19, 2005 through February 19, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.52% from February 19, 2005 through February 19, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) to 0.42% from February 19, 2005 through February 19, 2006.

4  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses to) 0.39% of the Funds average daily net assets for Premier Class shares from February 19, 2005 through February 19, 2006.

++  Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current annual fund operating expenses.

21



CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan U.S.
Government Money
Market Fund
  One Group U.S.
Government
Securities Money
Market Fund
  One Group.
Government Money
Market Fund
 
    (Premier Class)   (Class I)   (Class S)  
Investment Advisory Fees     0.10 %     0.35 %     0.08 %  
Distribution (12b-1) Fees     0.10 %     None       None    
Shareholder Service Fees     0.25 %     None       0.25 %  
Other Expenses     0.12 %     0.18 %     0.06 %  
Total Annual Fund Operating Expenses     0.57 %     0.53 %     0.39 %  
Fee Waiver and/or Expense Reimbursement     (0.12 )%     (0.01 )%     None    
Net Expenses     0.45 %     0.52 %     0.39 %  

 

     
 
JPMorgan U.S.
Government
Money Market
Fund+
  One Group
U.S.
Government
Securities
Money Market
Fund
  One Group
Government
Money Market
Fund
  Pro Forma
JPMorgan U.S. 
Government
Money Market 
Fund
 
        (Class A)+   (Reserve Class)+   (Reserve Class)  
Class A Shares/Reserve Shares      
SHAREHOLDER FEES
(fees paid directly from your investment)
 
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of offering price)
  N/A     None       None       None    
Maximum Deferred Sales Charge (Load) (as a
percentage of redemption proceeds)
  N/A     None       None       None    
Redemption Fees   N/A     None       None       None    
Exchange Fees   N/A     None       None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
     
Management Fee   N/A     0.08 %     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees   N/A     0.25 %     0.25 %     0.25 %  
Shareholder Service Fees   N/A     0.30 %     0.30 %     0.30 %  
Other Expenses   N/A     0.10 %     0.10 %     0.10 %  
Total Annual Fund Operating Expenses   N/A     0.73 %     0.73 %     0.73 %  
Fee Waiver/Expense Reimbursement   N/A     (0.00 )%1     (0.04 )%2     (0.04 )%3  
Net Expenses   N/A     0.73 %     0.69 %     0.69 %  

 

+  JPMorgan U.S. Government Money Market Fund does not offer Reserve Class shares nor any share class for which holders would receive shares of One Group Government Money Market Fund's Reserve Class shares pursuant to the Reorganization. Class A shares will be renamed Reserve Class shares. Reserve Class is a newly created class of One Group Government Money Market Fund. "Other Expenses" are based on estimates

1  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees deferred compensation plan) to 0.77% from February 19, 2005 through February 19, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees deferred compensation plan) to 0.69% from February 19, 2005 through February 19, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees deferred compensation plan) to 0.69% of the Fund's average daily net assets for Reserve Class shares from February 19, 2005 through February 19, 2006.

++  Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current annual fund operating expenses.

22



CURRENT ANNUAL FUND
OPERATING EXPENSES
  One Group U.S. Government
Securities Money Market Fund
  One Group Government
Money Market Fund
 
    (Class A Shares)   (Reserve Class)*  
Investment Advisory Fees     0.35 %   N/A  
Distribution (12b-1) Fees     0.25 %   N/A  
Shareholder Service Fees     None     N/A  
Other Expenses     0.19 %   N/A  
Total Annual Fund Operating Expenses     0.79 %   N/A  
Fee Waiver and/or Expense Reimbursement     (0.02 )%   N/A  
Net Expenses     0.77 %   N/A  

 

*  The inception of Reserve Class shares of One Group Government Money Market Fund is expected to occur on or about February 18, 2005.

     
 
JPMorgan U.S.
Government
Money Market
Fund
  One Group
U.S.
Government
Securities
Money Market
Fund+
  One Group
Government
Money Market
Fund
  Pro Forma
JPMorgan U.S. 
Government
Money Market 
Fund
 
    (Agency Class)       (Administrative Class)+   (Agency Class)  
Agency Shares/Administrative Shares  
SHAREHOLDER FEES
(fees paid directly from your investment)
 
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of offering price)
    None     N/A     None       None    
Maximum Deferred Sales Charge (Load)
(as a percentage of redemption proceeds)
    None     N/A     None       None    
Redemption Fees     None     N/A     None       None    
Exchange Fees     None     N/A     None       None    
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)++
 
Management Fee     0.08 %   N/A     0.08 %     0.08 %  
Distribution (Rule 12b-1) Fees     None     N/A     None       None    
Shareholder Service Fees     0.15 %   N/A     0.15 %     0.15 %  
Other Expenses     0.10 %   N/A     0.09 %     0.10 %  
Total Annual Fund Operating Expenses     0.33 %   N/A     0.32 %     0.33 %  
Fee Waiver/Expense Reimbursement     (0.07 )%1   N/A     (0.05 )%2     (0.09 )%3  
Net Expenses     0.26 %   N/A     0.27 %     0.24 %  

 

+  One Group U.S. Government Securities Money Market Fund does not offer the Agency Class shares nor any share class for which holders would receive shares of One Group Government Money Market Fund's Agency Class pursuant to the Reorganization. Administrative Class Shares will be renamed Agency Class Shares.

1  JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees deferred compensation plan) to 0.26% from February 19, 2005 through February 19, 2006.

2  BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses and expenses related to the Board of Trustees deferred compensation plan) to 0.27% from February 19, 2005 through February 19, 2006.

3  BOIA, the Distributor and OGA have contractually agreed to waive or limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the Board of Trustees deferred compensation plan) to 0.24% of the Fund's average daily net assets for Agency Class shares from February 19, 2005 through February 19, 2006.

++  Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005. Shown below are current annual fund operating expenses.

23



CURRENT ANNUAL FUND
OPERATING EXPENSES
  JPMorgan U.S. Government
Money Market Fund
  One Group Government
Money Market Fund
 
    (Agency Class)   (Administrative Class)  
Investment Advisory Fees     0.10 %     0.08 %  
Distribution (12b-1) Fees     None       None    
Shareholder Service Fees     0.10 %     0.10 %  
Other Expenses     0.12 %     0.06 %  
Total Annual Fund Operating Expenses     0.32 %     0.24 %  
Fee Waiver and/or Expense Reimbursement     (0.06 )%     (0.00 )%  
Net Expenses     0.26 %     0.24 %  

 

Example

The following Example is intended to help you compare the cost of investing in JPMorgan U.S. Government Money Market Fund, One Group U.S. Government Securities Money Market Fund, One Group Government Money Market Fund and the Combined Fund.

The Example assumes that you invest $10,000 in each Fund and in the Combined Fund after the Reorganization for the time periods indicated and reflects what you would pay if you redeem all of your shares at the end of each of the time periods shown. The Example also assumes:

•  5% return each year,

•  net expenses through the expiration of each Fund's and the Combined Fund's contractual caps, respectively, and total annual operating expense thereafter, and

•  all dividends and distributions are reinvested.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Institutional Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan U.S. Government Money Market Fund1   $ 20     $ 82     $ 149     $ 348    
One Group U.S. Government Securities Money
Market Fund*1
    N/A       N/A       N/A       N/A    
One Group Government Money Market Fund1   $ 20     $ 82     $ 149     $ 348    
Pro Forma: JPMorgan U.S. Government
Money Market Fund1
  $ 20     $ 82     $ 149     $ 348    

 

  *  One Group U.S. Government Securities Money Market Fund does not offer Institutional Shares.

  1  After fee waivers and/or expense reimbursements.

Morgan Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan U.S. Government Money Market Fund1   $ 60     $ 202     $ 356     $ 805    
One Group U.S. Government Securities Money
Market Fund*1
    N/A       N/A       N/A       N/A    
One Group Government Money Market Fund1   $ 60     $ 198     $ 347     $ 783    
Pro Forma: JPMorgan U.S. Government
Money Market Fund1
  $ 60     $ 198     $ 347     $ 783    

 

  *  One Group U.S. Government Securities Money Market Fund does not offer Morgan Shares.

  1  After fee waivers and/or expense reimbursements.

24



Premier Shares/Class I Shares/Class S Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan U.S. Government Money Market Fund
(Premier Class)1
  $ 46     $ 173     $ 311     $ 713    
One Group U.S. Government Securities Money
Market Fund (Class I)1
  $ 53     $ 169     $ 295     $ 664    
One Group Government Money Market Fund
(Class S)
  $ 43     $ 146     $ 258     $ 587    
Pro Forma: JPMorgan U.S. Government
Money Market Fund (Premier Class)12
  $ 40     $ 145     $ 260     $ 595    
Pro Forma: JPMorgan U.S. Government
Money Market Fund (Premier Class)13
  $ 40     $ 145     $ 260     $ 595    
Pro Forma: JPMorgan U.S. Government
Money Market Fund (Premier Class)14
  $ 40     $ 145     $ 260     $ 595    

 

  1  After fee waivers and/or expense reimbursements.

  2  Assuming the Reorganization of JPMorgan U.S. Government Money Market Fund and One Group Government Money Market Fund.

  3  Assuming the Reorganization of One Group U.S. Government Securities Money Market Fund and One Group Government Money Market Fund.

  4  Assuming the Reorganization of JPMorgan U.S. Government Money Market Fund, One Group U.S. Government Securities Money Market Fund, and One Group Government Money Market Fund.

Class A/Reserve Shares

    1 Year   3 Years   5 Years   10 Years  
JPMorgan U.S. Government Money Market Fund
(Reserve Class)*
    N/A       N/A       N/A       N/A    
One Group U.S. Government Securities Money
Market Fund (Class A)1
  $ 75     $ 233     $ 406     $ 906    
One Group Government Money Market Fund
(Reserve Class)1
  $ 70     $ 229     $ 402     $ 903    
Pro Forma: JPMorgan U.S. Government
Money Market Fund (Reserve Class)1
  $ 70     $ 229     $ 402     $ 903    

 

  *  JPMorgan U.S. Government Money Market Fund does not offer Reserve Class Shares.

  1  After fee waivers and/or expense reimbursements.

Agency Shares/Administrative

    1 Year   3 Years   5 Years   10 Years  
JPMorgan U.S. Government Money Market Fund
(Agency Class)1
  $ 27     $ 99     $ 178     $ 411    
One Group U.S. Government Securities Money
Market Fund*
    N/A       N/A       N/A       N/A    
One Group Government Money Market Fund
(Administrative Class)1
  $ 28     $ 98     $ 175     $ 401    
Pro Forma: JPMorgan U.S. Government
Money Market Fund1
  $ 25     $ 97     $ 176     $ 409    

 

  *  One Group U.S. Government Securities Money Market Fund does not offer Agency or Administrative Class Shares.

  1  After fee waivers and/or expense reimbursements.

Comparison of Sales Load, Distribution and Shareholder Servicing Arrangements

Effective February 19, 2005, the sales load, distribution and shareholder servicing arrangements of the various classes of the Acquired Funds will be identical to those with respect to the corresponding classes of the Acquiring Funds, as described in "How to Do Business with the Funds" in Appendix C to this Proxy Statement/Prospectus.

Comparison of Purchase, Redemption and Exchange Policies and Procedures

Effective February 19, 2005, the procedures for making purchases, redemptions and exchanges of the various classes of Acquired Funds will be identical to those with respect to the corresponding classes of the Acquiring Funds as described in "How to Do Business with the Funds" in Appendix C to this Proxy Statement/Prospectus.

25



COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND
PRINCIPAL RISKS OF INVESTING IN THE FUNDS

The following discussion comparing investment objectives, strategies and principal risks of each of the Acquired Funds and the Acquiring Funds is based upon and qualified in its entirety by the respective investment objectives, strategies and principal risks sections of the prospectuses of JPMorgan Liquid Assets Money Market Fund, JPMorgan U.S. Government Money Market Fund, JPMorgan Treasury Plus Money Market Fund dated December 29, 2003, and the prospectuses of One Group U.S. Government Securities Money Market Fund and each Acquiring Fund dated October 29, 2004, with respect to all classes of shares.

JPMorgan Liquid Assets Money Market Fund and One Group Prime Money Market Fund

Investment Objectives

The investment objective of JPMorgan Liquid Assets Money Market Fund is to maximize current income consistent with the preservation of capital and same-day liquidity. The investment objective of One Group Prime Money Market Fund is to seek current income with liquidity and stability of principal. The JPMorgan Liquid Assets Money Market Fund may change its investment objective without shareholder approval.

Primary Investment Strategies

JPMorgan Liquid Assets Money Market 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; and taxable municipal obligations.

One Group Prime Money Market Fund invests exclusively in high-quality, short-term money market instruments. These instruments include corporate notes, commercial paper, funding agreements, certificates of deposit and bank obligations. The Fund will concentrate in the financial services industry, including asset-backed commercial paper programs. The Fund invests exclusively in money market instruments. These include: corporate notes, commercial paper, fund agreements, certificates of deposit, and bank obligations. Under normal circumstances, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industry, although the Fund may invest less than 25% of its total assets in that industry if warranted due to adverse economic conditions and if investing less than that amount appears to be in the best interests of shareholders. The financial services industry includes banks, broker-dealers, finance companies and other issuers of asset-backed securities. The Fund may lend its securities.

The dollar weighted averaged maturity of the Funds will be 90 days or less and the Funds will purchase only those instruments that have remaining maturities of 397 days or less. All securities purchased by the Funds must meet the requirements of Rule 2a-7 under the 1940 Act.

Further information about each Fund's principal investment strategies and risks is set forth below.

Risk Factors

Because the Funds have investment objectives and primary investment strategies that are similar, many of the risks of investing in JPMorgan Liquid Assets Money Market Fund are substantially the same as investing in One Group Prime Money Market Fund. The following summarizes the main risks of investing in the Funds:

•  Credit Risk. The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. Credit risk is generally higher for non-investment grade securities. The price and liquidity of a security can be adversely affected prior to actual default as its credit status deteriorates and the probability of default rises.

•  Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at the time and the price that normally prevails in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on fund management or performance.

•  Concentration. The Funds will invest a significant portion of its assets in the securities of companies in the financial services industry. Because of the Fund's greater exposure to that industry, economic, political and regulatory developments affecting the financial services industry will have a disproportionate impact on the Fund. These developments include changes in interest rates, earlier than expected repayments by borrowers, an inability to achieve the same yield on the reinvestment of prepaid obligations and federal and state laws which may restrict the remedies that a lender has when a borrower defaults on a loan.

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•  Derivatives. The Funds may invest in securities that may be considered to be derivatives. These securities may be more volatile than other investments. Derivatives present, to varying degrees, market, credit, leverage, liquidity and management risks.

•  Interest Rate Risk. The yield paid by the Funds will increase or decrease with changes in short-term interest rates.

•  U.S. Government Securities. U.S. government securities may be guaranteed by the U.S. Treasury, by the right to borrow from the U.S. Treasury, or only by the agency or instrumentality issuing the security. Certain agencies and instrumentalities are supported only by the right of the issuer to borrow from the U.S. Treasury, while others are supported by their own credit. No assurance can be given that the U.S. government would provide financial support to its agencies or instrumentalities unless required to do so by law. Mortgaged-backed securities may be issued by various U.S. governmental agencies such as Ginnie Mae, U.S. governmental-related organizations such as Fannie Mae and Freddie Mac, and non-governmental issuers. 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 on its securities. By contrast, U.S. government-related organizations such as Fannie Mae and Freddie Mac may guarantee the timely payment of principal and interest on their securities, but such guarantees are not backed by the full faith and credit of the U.S. government.

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

•  Net Asset Value. There is no assurance that the Funds will meet their investment objectives of maintaining a net asset value of $1.00 per share on a continuous basis.

•  Not FDIC Insured. Investments in the Funds are not deposits of JPMorgan Chase & Co. or any of its affiliates or any other bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

Additional Risk Factors relating to One Group Prime Money Market Fund may be found in Appendix G.

Investment Restrictions

In addition to the restrictions described above, each Fund has adopted certain fundamental and non-fundamental investment restrictions.

Each Fund may not, as a fundamental policy, purchase any securities that would cause more than 25% 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. While both Funds generally exclude from the 25% limit investments in obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities, One Group Prime Money Market Fund's fundamental investment restriction also provides that (i) this limitation does not apply to securities issued by companies in the financial services industry; (ii) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents; 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 One Group Prime Money Market Fund, the 25% limitation does not apply to municipal securities or governmental guarantees of municipal securities.

One Group Prime Money Market Fund restricts on a fundamental basis the purchase of securities on margin or the short sale of securities whereas JPMorgan Liquid Assets Money Market Fund has a similar non-fundamental investment restriction. One Group Prime Money Market Fund also has as fundamental investment restrictions that it may not purchase participation or other direct interests in oil, gas or mineral exploration or development programs (a non-fundamental investment restriction for JPMorgan Liquid Assets Money Market Fund), or purchase state, municipal, or private activity bonds.

As a non-fundamental policy, One Group Prime Money Market Fund considers that, for purposes of its diversification policy, a security is considered to be issued by the government entity whose assets and revenues

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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.

Proposed Change to Fundamental Investment Policies and/or Restrictions of One Group Prime Money Market Fund

One Group Prime Money Market Fund's shareholders will vote on changes to three fundamental investments restrictions and policies related to borrowing; commodities and investing for control at a shareholder meeting scheduled to be held on January 20, 2005.

The proposed changes in the One Group Prime Money Market Fund's fundamental investment restrictions and policies are intended to modify the current restrictions on borrowing, commodities and investing for control in order to make them simpler and more flexible. The proposed changes would also provide BOIA greater flexibility in managing the portfolio of the Fund. Although the proposed changes will allow BOIA greater flexibility to respond to future investment opportunities, it does not intend to alter the way it manages the Fund.

JPMorgan Treasury Plus Money Market Fund and One Group U.S. Treasury Securities Money Market Fund

Investment Objectives

The investment objective of JPMorgan Treasury Plus Money Market Fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital. The investment objective of One Group U.S. Treasury Securities Money Market Fund is to seek current income with liquidity and stability of principal. The JPMorgan Treasury Plus Money Market fund may change its investment objective without shareholder approval.

Primary Investment Strategies

One Group U.S. Treasury Securities Money Market Fund has a fundamental policy to invest exclusively in U.S. Treasury bills, bonds, notes and other obligations issued or guaranteed by the U.S. Treasury and repurchase agreements collateralized by such obligations. JPMorgan Treasury Plus Money Market Fund has a non-fundamental policy to invest exclusively in the same types of securities.

Risk Factors

Because the Funds have investment objectives and primary investment strategies that are similar, many of the risks of investing in JPMorgan Treasury Plus Money Market Fund are substantially the same as investing in One Group U.S. Treasury Securities Money Market Fund. The following summarizes the main risks of investing in the Funds:

•  Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at the time and the price that normally prevails in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on fund management or performance.

•  Interest Rate Risk. The yield paid by the Funds will increase or decrease with changes in short-term interest rates.

•  U.S. Government Securities. U.S. government securities may be guaranteed by the U.S. Treasury, by the right to borrow from the U.S. Treasury, or only by the agency or instrumentality issuing the security. Certain agencies and instrumentalities are supported only by the right of the issuer to borrow from the U.S. Treasury, while others are supported by their own credit. No assurance can be given that the U.S. government would provide financial support to its agencies or instrumentalities unless required to do so by law. Mortgaged-backed securities may be issued by various U.S. governmental agencies such as Ginnie Mae, U.S. governmental-related organizations such as Fannie Mae and Freddie Mac, and non-governmental issuers. 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 on its securities. By contrast, U.S. government-related organizations such as Fannie Mae and Freddie Mac may guarantee the timely payment of principal and interest on their securities, but such guarantees are not backed by the full faith and credit of the U.S. government.

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

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

•  Not FDIC Insured. Investments in the Funds are not deposits of JPMorgan Chase & Co. or any of its affiliates or any other bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

Additional Risk Factors relating to One Group U.S. Treasury Securities Money Market Fund may be found in Appendix G.

Investment Restrictions

In addition to the restrictions described above, each Fund has adopted certain fundamental and non-fundamental investment restrictions.

One Group U.S. Treasury Securities Money Market Fund restricts on a fundamental basis the purchase of securities on margin or the short sale of securities. JPMorgan Treasury Plus Money Market Fund has a similar non-fundamental investment restriction. One Group U.S. Treasury Securities Money Market Fund also has as fundamental investment restrictions that it may not purchase participation or other direct interests in oil, gas or mineral exploration or development programs (a non-fundamental investment restriction for JPMorgan Treasury Plus Money Market Fund) or buy state, municipal, or private activity bonds.

JPMorgan Treasury Plus Money Market Fund has a non-fundamental investment restriction that it may not, with respect to 75% of its assets, hold more than 10% of the outstanding voting securities of any issuer or invest more than 5% of its assets in the securities of any one issuer (other than obligations of the U.S. government, its agencies and instrumentalities).

As a non-fundamental policy, One Group U.S. Treasury Securities Money Market Fund notes that, for purposes of its 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.

Proposed Change to Fundamental Investment Policies and/or Restrictions of One Group U.S. Treasury Securities Money Market Fund

One Group U.S. Treasury Securities Money Market Fund's shareholders will vote on changes to three fundamental investments restrictions and policies related to borrowing; commodities and investing for control at a shareholder meeting scheduled to be held on January 20, 2005.

The proposed changes in the One Group U.S. Treasury Securities Money Market Fund's fundamental investment restrictions and policies are intended to modify the current restrictions on borrowing, commodities and investing for control in order to make them simpler and more flexible. The proposed changes would also provide BOIA greater flexibility in managing the portfolio of the Fund. Although the proposed changes will allow BOIA greater flexibility to respond to future investment opportunities, it does not intend to alter the way it manages the Fund.

JPMorgan U.S. Government Money Market Fund, One Group U.S. Government Securities Money Market Fund, and One Group Government Money Market Fund

Investment Objectives

The investment objective of JPMorgan U.S. Government Money Market Fund is to provide the highest possible level of current income while still maintaining liquidity and providing capital. The investment objective of One Group U.S. Government Securities Money Market Fund is to seek high current income consistent with liquidity and stability of principal. The investment objective of One Group Government Money Market Fund is to seek to provide high current income with liquidity and stability of principal. The investment objective of JPMorgan U.S. Government Money Market Fund may be changed without shareholder approval.

Primary Investment Strategies

All three Funds invest in securities issued by the U.S. government or by U.S. government agencies and instrumentalities and in repurchase agreements related to such securities. All securities purchased by the three Funds must meet the requirements of Rule 2a-7 under the 1940 Act and have maturities of 397 days or less.

A primary difference among the Funds relates to the dollar-weighted average maturity of the securities held by the Funds. The dollar-weighted average maturity of the securities held by JPMorgan U.S. Government Money Market Fund will be no more than 60 days. In contrast, the dollar-weighted average maturity of the securities held

29



by One Group Government Money Market Fund and One Group U.S. Government Securities Money Market Fund will be no more than 90 days.

Risk Factors

Because the Funds have investment objectives and primary investment strategies that are similar, many of the risks of investing in JPMorgan U.S. Government Money Market Fund, One Group U.S. Government Securities Money Market Fund, and One Group Government Money Market Fund are substantially the same. The following summarizes the main risks of investing in the Funds:

•  Credit Risk. The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable to honor a financial obligation. Credit risk is generally higher for non-investment grade securities. The price and liquidity of a security can be adversely affected prior to actual default as its credit status deteriorates and the probability of default rises.

•  Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at the time and the price that normally prevails in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on fund management or performance.

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

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

•  Derivatives. The Funds may invest in securities that may be considered to be derivatives. These securities may be more volatile than other investments. Derivatives present, to varying degrees, market, credit, leverage, liquidity and management risks.

•  Interest Rate Risk. The yield paid by the Funds will increase or decrease with changes in short-term interest rates.

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

•  Not FDIC Insured. Investments in the Funds are not deposits of JPMorgan Chase & Co. or any of its affiliates or any other bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.

Additional Risk Factors relating to One Group Government Money Market Fund may be found in Appendix G.

Investment Restrictions

In addition to the restrictions described above, each Fund has adopted certain fundamental and non-fundamental investment restrictions.

One Group Government and U.S. Government Securities Money Market Funds have fundamental investment restrictions that they may not 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, and that they may not buy state, municipal, or private activity bonds.

One Group Government and U.S. Government Securities Money Market Funds additionally restrict on a fundamental basis the purchase of securities on margin or the short sale of securities. JPMorgan U.S. Government Money Market Fund has a similar non-fundamental investment restriction. One Group Government

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and U.S. Government Securities Money Market Funds also have as fundamental investment restrictions that they may not purchase participation or other direct interests in oil, gas or mineral exploration or development programs (a non-fundamental investment restriction for JPMorgan U.S. Government Money Market Fund) or invest in any issuer for purposes of exercising control or management.

JPMorgan U.S. Government Money Market Fund has a non-fundamental investment restriction that it may not, with respect to 75% of its assets, hold more than 10% of the outstanding voting securities of any issuer or invest more than 5% of its assets in the securities of any one issuer (other than obligations of the U.S. government, its agencies and instrumentalities).

As a non-fundamental policy, One Group Government and U.S. Government Securities Money Market Funds note that, for purposes of their 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.

Proposed Change to Fundamental Investment Policies and/or Restrictions of One Group Government Money Market Fund

One Group Government Money Market Fund's shareholders will vote on changes to three fundamental investments restrictions and policies related to borrowing; commodities and investing for control at a shareholder meeting scheduled to be held on January 20, 2005.

The proposed changes in the One Group Government Money Market Fund's fundamental investment restrictions and policies are intended to modify the current restrictions on borrowing, commodities and investing for control in order to make them simpler and more flexible. The proposed changes would also provide BOIA greater flexibility in managing the portfolio of the Fund. Although the proposed changes will allow BOIA greater flexibility to respond to future investment opportunities, it does not intend to alter the way it manages the Fund.

INFORMATION ABOUT THE REORGANIZATIONS

The Reorganization Agreements

The following summary of each Reorganization Agreement is qualified in its entirety by reference to the form of Reorganization Agreement attached to this Proxy Statement/Prospectus as Appendix B. Each Reorganization Agreement provides that the Acquiring Fund will acquire all of the assets, subject to all of the liabilities, of the corresponding Acquired Fund in exchange for shares of the corresponding Acquiring Fund. Subject to the satisfaction of the conditions described below, the transactions are scheduled to occur after the close of business on February 18, 2005, or on a later date as the parties may agree ("Closing Date"). The net asset value per share of each Acquired Fund and the net asset value per share of the Acquiring Fund will be determined by dividing the Fund's assets, less liabilities, by the total number of its outstanding shares on a class-by-class basis. The method of valuation employed will be in accordance with the procedures described in the current prospectuses of the Funds as set forth in the Reorganization Agreements, which is consistent with Rule 22c-1 under the 1940 Act and with the interpretations of such rule by the SEC.

The number of full and fractional shares of the corresponding Acquiring Fund you will receive in the Reorganization will be equal in aggregate net asset value to the aggregate net asset value of your shares in the Acquired Fund as of the close of regularly scheduled trading on the New York Stock Exchange ("NYSE") on the Closing Date. As promptly as practicable after the Closing Date, the Acquired Fund will liquidate and distribute pro rata to its shareholders of record as of the close of regularly scheduled trading on the NYSE on the Closing Date the shares of the corresponding Acquiring Fund received by the Acquired Fund in the Reorganization. We will accomplish the liquidation and distribution with respect to each class of the Acquired Fund's shares by the transfer of the corresponding Acquiring Fund shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of JPMorgan Fund's shareholders. The aggregate net asset value of Acquiring Fund shares to be credited to Acquired Fund shareholders will, with respect to each class (as set forth in the table below), be equal to the aggregate net asset value of the shares of beneficial interest ($0.01 par value per share) of the Acquired Fund of the corresponding class owned by Acquired Fund shareholders on the Closing Date. All issued and outstanding shares of the Acquired Fund will simultaneously be canceled on the books of the Acquired Funds, although share certificates representing interests in the various classes of shares of the Acquired Fund will represent a number of the corresponding class of Acquiring Fund shares after the Closing Date. The Acquiring Funds will not issue certificates in connection with such exchange.

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Acquired Fund Share Class   Acquiring Fund Share Class  
JPMorgan Liquid Assets Money Market Fund   One Group Prime Money Market Fund  
Agency   Agency  
Institutional   Capital  
Morgan   Morgan  
Premier   Premier  
JPMorgan Treasury Plus Money Market Fund   One Group U.S. Treasury Securities Money Market Fund  
Agency   Agency  
Institutional   Institutional  
Morgan   Morgan  
Premier   Premier  
Reserve   Reserve  
JPMorgan U.S. Government Money Market Fund   One Group Government Money Market Fund  
Agency   Agency  
Institutional   Institutional  
Morgan   Morgan  
Premier   Premier  
One Group U.S. Government Securities Money Market Fund   One Group Government Money Market Fund  
A   Reserve  
I   Premier  

 

After such distribution, the Acquired Funds will take all necessary steps under Massachusetts law, their Declarations of Trust and any other applicable law to effect a complete termination of the Acquired Funds.

The Board of Trustees of One Group Funds has determined with respect to each of the One Group Funds, and the Board of Trustees of J.P. Morgan Mutual Fund Trust has determined with respect to each JPMorgan Fund, that participation in the Reorganizations is in the best interests of each of those Funds and that the interests of shareholders of each of those Funds will not be diluted as a result of each Reorganization. JPMIM and BOIA will bear the expenses of the Reorganizations, including the cost of a proxy soliciting agent that has been retained, but excluding brokerage fees and brokerage expenses incurred in connection with each Reorganization.

Each Reorganization Agreement may be terminated and a Reorganization abandoned at any time prior to the consummation of a Reorganization, before or after approval by the shareholders of the Acquired Fund, if circumstances should develop that, in the respective Board's opinions, make proceeding with a Reorganization inadvisable. The Reorganization Agreements provide that the Funds may waive compliance with any of the covenants or conditions made therein for the benefit of any Fund, other than the requirements that: (i) the Reorganization Agreement be approved by shareholders of the Acquired Fund; and (ii) each Acquiring Fund and each Acquired Fund receives the opinion from Dechert LLP that the transaction contemplated by a Reorganization Agreement will constitute a tax-free reorganization for Federal income tax purposes.

Approval of each Reorganization Agreement by and for any Acquired Fund will require the affirmative vote of the shares of such Acquired Fund with all classes voting together and not by class, as described below. See "VOTING INFORMATION" below.

Shareholders of record of the Acquired Funds as of the Closing Date will receive shares of the corresponding Acquiring Fund in accordance with the procedures provided for in the Reorganization Agreement, as described above. Each such share will be fully paid and non-assessable when issued and will have no pre-emptive or conversion rights.

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Description of the Acquiring Funds' Shares

Full and fractional shares of the respective class of shares of beneficial interest of each of the Acquiring Funds will be issued to the corresponding Acquired Fund's shareholders in accordance with the procedures detailed in the Reorganization Agreement. The Acquiring Funds do not issue share certificates. The shares of the Acquiring Funds to be issued to Acquired Fund shareholders and recorded on the shareholder records of the transfer agent will have no pre-emptive or conversion rights, as more fully described below in "How to Do Business with the Funds" attached as Appendix C to this Proxy Statement/Prospectus.

Reasons for the Reorganizations and Board Considerations

As noted above, the Reorganizations are among a series of initiatives that the Board of Trustees of One Group Mutual Funds and the Boards of the JPMorgan Funds approved following the merger of Bank One Corporation, the former corporate parent of BOIA, OGA and the Distributor, into JPMorgan Chase & Co., the corporate parent of JPMIM and JPMorgan Chase Bank.

On August 12, 2004, the Board of Trustees of One Group Mutual Funds, and on August 19, 2004, the Boards of the JPMorgan Funds, approved a series of initiatives that are designed to: (i) integrate the operations of the two fund complexes; (ii) streamline the operations and product offerings of the two fund complexes; and (iii) take advantage of potential economies of scale. The integration of the two fund complexes will include, among other things, (i) adopting a common fee structure; (ii) eliminating overlapping or duplicative Funds; (iii) redomiciling each fund complex to a single jurisdiction and adopting a single form of declaration of trust; (iv) electing a single board of trustees and appointing common senior officers; (v) proposing certain changes to fundamental investment restrictions and policies of some of the JPMorgan Funds and all of the One Group Funds; (vi) engaging a common set of service providers; and (vii) conforming redemption fee practices.

The proposed Reorganizations were presented to the Board of Trustees of One Group Mutual Funds and the Boards of the JPMorgan Funds for consideration at board meetings held in June and July 2004, and were approved at meetings held on August 12, 2004 and August 19, 2004, respectively. Following presentations by BOIA and JPMIM, as appropriate, the Board of Trustees of One Group Mutual Funds and the Boards of the JPMorgan Funds, including all of the Trustees who are not "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of the Funds, determined, with respect to the Funds overseen by that Board, that (1) the investment objectives, investment policies, investment strategies and investment restrictions of the Funds subject to each proposed Reorganization were compatible, (2) each of the proposed Reorganizations would be in the best interests of each affected Fund that the respective Board oversees, and (3) each of the proposed Reorganizations would not result in the dilution of the interests of the Funds or their shareholders.

In recommending the Reorganizations, the Boards considered a number of factors, including the following:

•  the benefits (described in this section) that are expected to be derived from the completion of the integration of the two fund complexes;

•  the plans of management to eliminate overlapping or duplicative product offerings among the One Group Funds and the JPMorgan Funds as part of the overall integration initiatives in order to lessen the potential for investor confusion;

•  the compatibility of the investment objectives, strategies, policies and restrictions of the Acquired Funds in the Reorganizations with those of the Acquiring Funds;

•  the investment performance of the Acquiring Funds as compared to that of the Acquired funds;

•  the nature, extent, and quality of the services to be provided by the service providers to the Acquiring funds and the fact that the nature, extent and quality of such services are expected to be at the same or higher level of that of the current service providers to the Acquired funds;

•  the relative size of the Acquiring and Acquired Funds;

•  the expense ratios of the funds and information as to the specific fees and expenses of each Acquiring fund and each Acquired Fund, including management's commitments to maintain the net expense level for each Acquired Fund as low as the net expense level currently in effect, if not lower, with certain limited exceptions described below;

•  the potential impact of BOIA's settlement with the SEC and NYAG, and related private litigation against BOIA, the incumbent Trustees of One Group Mutual Funds and various affiliates of BOIA;

•  the Reorganizations will not dilute the interests of current shareholders of the Acquiring Funds or Acquired Funds;

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•  the Federal tax consequences of each Reorganization to the Acquired Funds and their shareholders, including that each Reorganization has been structured as a Federal tax-free transaction;

•  any benefits that may be derived by BOIA and JPMIM and their affiliates from various relationships with the Acquired Funds or Acquiring Funds; and

•  the shareholders of the affected funds would not be required to bear fees and expenses associated with the Reorganizations.

The Board of Trustees of One Group Mutual Funds and the Boards of the JPMorgan Funds considered the potential consequences to shareholders of the Funds from the overall integration initiatives and from each of the specific Reorganizations.

Significantly in this respect, BOIA, JPMIM, OGA and the Distributor have contractually agreed to waive fees or reduce their fees or reimburse the expenses of each class of shares of One Group Mutual Funds and the JPMorgan Funds, as needed, in order to assure that, for the acquired funds in the Reorganizations, the net expense level for the Funds is at least as low as the net expense level currently in effect, if not lower, with the few exceptions discussed here. The net expense level for the Agency, Institutional, Premier and Morgan classes of shares of the JPMorgan Liquid Assets Money Market Fund will be identical to the contractual expense limitation currently in effect, although it will be higher than the net expenses currently in effect as a result of voluntary fee waivers and reimbursements currently being made by JPMIM. The net expense level for the Agency Class shares of JPMorgan Treasury Plus Money Market Fund will be increasing by 0.01%. Gross expense levels (i.e., expenses before waivers or reimbursements) for certain classes of certain Funds may increase as a result of these changes. These contractual fee waivers or reductions and expense reimbursements will continue in effect through at least each Fund's fiscal year ending after February 18, 2006. For the One Group Government Money Market Fund, these contractual fee waivers or reductions and expense reimbursements will continue in effect for a 12 month period beginning February 19, 2005.

Additionally, by eliminating overlapping or duplicative fund offerings and streamlining fund operations, the Reorganizations and other integration initiatives may enhance growth prospects for the Funds by facilitating the development of an expanded Fund distribution system. Similarly, shareholders may benefit from the Reorganizations through the combined Funds having a larger asset base, which may provide greater investment opportunities for the Funds and the ability to take larger portfolio positions and operate more efficiently. However, there can be no assurance that the combined Funds will produce more efficient operations or that economies of scale will be realized.

The Boards also noted favorably that the Reorganizations would be structured as Federal tax-free transactions. For purposes of Federal tax consequences to the Funds and their shareholders, there would be no significant adverse tax consequences for affected shareholders, and BOIA and JPMIM, rather than the Funds, would bear the costs and expenses of the Reorganizations, except for brokerage fees and expenses, which would be borne by the Funds.

THE BOARD OF THE J.P. MORGAN MUTUAL FUND TRUST RECOMMENDS THAT SHAREHOLDERS OF JPMORGAN FUNDS APPROVE THE REORGANIZATION, AND THE BOARD OF THE ONE GROUP FUNDS RECOMMENDS THAT SHAREHOLDERS OF OG U.S. GOVERNMENT SECURITIES FUND APPROVE THE REORGANIZATION.

Federal Income Tax Consequences

Each Reorganization is intended to qualify for Federal income tax purposes as a tax-free reorganization described in Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), with no gain or loss recognized as a consequence of the Reorganization by the Acquired Funds or the Acquiring Funds or the shareholders of the Acquired Funds. In addition, under such a tax-free reorganization, a shareholder's aggregate tax basis for shares held in the Acquired Funds will carryover to the shares of the Acquiring Funds acquired in the Reorganization, and the holding period for shares held as a capital asset will also carryover to the acquired shares. As a condition to the closing of each Reorganization, the Acquired Funds and the Acquiring Funds will receive a legal opinion from Dechert LLP to the effect that the Reorganization will qualify as a tax-free reorganization with the foregoing tax consequences. That opinion will be based upon certain representations and warranties made by the Acquired Funds and the Acquiring Funds and certifications received from each of the Funds.

You should consult your tax advisor regarding the effect, if any, of the proposed Reorganization in light of your individual circumstances. Since the foregoing discussion only relates to the Federal income tax consequences of the Reorganization, you should also consult your tax advisor as to state and other local tax consequences, if any, of the Reorganization.

34



INFORMATION ABOUT MANAGEMENT OF THE ONE GROUP FUNDS

The Advisor

Banc One Investment Advisors (BOIA), 1111 Polaris Parkway, P.O. Box 710211, Columbus, Ohio 43271-0211 makes the day-to-day investment decisions for the Acquiring Funds and continuously reviews, supervises and administers the Acquiring Funds' investment program. BOIA performs its responsibilities subject to the supervision of, and policies established by, the Board of Trustees of the One Group Funds. BOIA serves as investment advisor to other mutual funds (including the other One Group Funds) and individual corporate, charitable and retirement accounts. As of June 30, 2004, BOIA managed over $182 billion in assets. BOIA is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. The Acquiring Funds' distributor and administrator are also wholly owned subsidiaries of JPMorgan Chase & Co.

During the fiscal year ended June 30, 2004, the following advisory fees were paid at an annual rate as a percentage of each Acquiring Fund's average daily net assets:

One Group Prime Money Market Fund     0.33 %*  
One Group Government Money Market Fund     0.08 %*  
One Group U.S. Treasury Securities Money Market Fund     0.35 %*  

 

  *  Effective February 19, 2005, the advisory fee for each Fund to be paid to BOIA will be, as a percentage of each Fund's average daily net assets will be 0.08% for each Fund.

Additional Compensation to Financial Intermediaries

Banc One Investment Advisors, the One Group Fund's Distributor, and from time to time, other affiliates of Banc One Investment Advisors, may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of the One Group Mutual 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 & Co. These additional cash payments are payments over and above the sales charges, 12b-1 fees and services fees which are disclosed elsewhere in this Proxy Statement/Prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support. Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the One Group Funds on a sales list, including a preferred or select sales list, or other sales programs. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to One Group Fund shareholders. Banc One Investment Advisors and the One Group Funds' Distributor may also pay cash compensation in the form of finders' fees that vary depending on the One Group Fund and the dollar amount of shares sold. In addition, the One Group Funds' Distributor may, on occasion, pay Financial Intermediaries the entire front-end sales charge applicable to the One Group Fund shares sold by the Financial Intermediary or an additional commission on the sale of One Group Fund shares subject to a CDSC.

Performance of the Acquiring Funds

The bar charts and tables that follow provide some indication of the risk of an investment in each Acquiring Fund by showing changes in the Funds' performance from year to year. The bar charts show each Acquiring Fund's performance for each full calendar year since inception or over the past ten years. The table shows each Fund's average total returns for different calendar periods over the life of the Fund.

The annual returns in the bar chart are for Class I shares (which are not offered in this Proxy Statement/Prospectus) with respect to the One Group Prime Money Market Fund, Class A shares (to be renamed Reserve) with respect to the One Group U.S. Treasury Securities Money Market Fund, and Class S shares (to be renamed Premier) with respect to the One Group Government Money Market Fund. Performance of the One Group Prime Money Market Fund's Agency, Capital, Morgan, and Premier classes would have been similar to performance of that Fund's Class I shares because the shares would have been invested in the same portfolio of securities. Similarly, performance of the One Group U.S. Treasury Securities Money Market Fund's Agency, Institutional, Morgan, and Premier classes would have been similar to performance of that Fund's Reserve shares because the shares would have been invested in the same portfolio of securities, and performance of the One Group Government Money Market Fund's Agency, Institutional, Morgan, and Reserve classes would have been similar to performance of that Fund's Premier shares because the shares would have been invested in the same portfolio of securities. Annual returns would differ only to the extent that the classes have different expenses. The Morgan Class shares of One Group Prime Money Market Fund and the Morgan Class and Reserve Class shares

35



of One Group Government Money Market Fund would have lower performance than Class I shares of One Group Prime Money Market Fund and Premier Class shares of One Group Government Money Market Fund, respectively, because they are subject to higher expenses. These calculations assume that all dividends and distributions are reinvested in the Fund. Some of the companies that provide services to the Funds 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 shown. To obtain current yield information call 1-877-691-1118 or visit www.onegroup.com. Past performance is not necessarily an indication of how any class of any of the Funds will perform in the future. Please see "SUMMARY-Comparison of Fees and Expenses" for information about the difference among the share classes.

Performance for certain classes of Acquiring Funds is not shown because the inception of these classes is not expected to occur until February 18, 2005.

AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 2003

    INCEPTION
DATE OF CLASS
  1 YEAR   5 YEARS   10 YEARS  
CLASS I   8/1/85     0.77 %     3.40 %     4.27 %  

 

The average annual total return of One Group Prime Money Market Fund in calendar year 2003 was lower than that of JPMorgan Liquid Assets Money Market Fund. More information about the performance of the One Group Prime Money Market Fund can be found in its current prospectus.

36



AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 20031

    INCEPTION
DATE OF CLASS
  1 YEAR   5 YEARS   10 YEARS  
CLASS I   2/18/92     0.41 %     2.91 %     3.79 %  

 

1  Historical performance shown for Class A prior to its inception is based on the performance of Class I, the original class offered. All prior class performance has been adjusted to reflect the differences in expenses between classes.

The average annual total returns of One Group U.S. Treasury Securities Money Market Fund have been lower for each of the last nine calendar years than those of JPMorgan Treasury Plus Money Market Fund. More information about the performance of the One Group Prime Money Market Fund can be found in its prospectus.

37



AVERAGE ANNUAL TOTAL RETURNS THROUGH DECEMBER 31, 20031

     
INCEPTION
DATE OF CLASS
   
 
1 YEAR
   
 
5 YEARS
   
10 YEARS
  PERFORMANCE
SINCE
6/14/93
 
CLASS S   4/10/00     0.82 %     3.42 %     4.24 %     4.17 %  
ADMINISTRATIVE CLASS   11/1/01     0.97 %     3.56 %     4.39 %     4.32 %  

 

1  Historical performance shown for Class S and Administrative Class prior to their inception is based on the performance of Class I, the original class offered. All prior class performance has been adjusted to reflect the differences in expenses between classes.

The average annual total returns of One Group Government Money Market Fund (Class I shares) were higher for each of the last nine calendar years than those of JPMorgan U.S. Government Money Market Fund (Morgan shares). More information about One Group Government Money Market Fund can be found in its current prospectus.

ADDITIONAL INFORMATION ABOUT THE
JPMORGAN FUNDS AND ONE GROUP FUNDS

Information about JPMorgan Liquid Assets Money Market Fund, JPMorgan U.S. Government Money Market Fund, JPMorgan Treasury Plus Money Market Fund, One Group U.S. Government Securities Money Market Fund, One Group Prime Money Market Fund, One Group U.S. Treasury Securities Money Market Fund, and One Group Government Money Market Fund is included in (i) the Prospectus of JPMorgan Money Market Funds (Morgan Shares) dated December 29, 2003; (ii) the Prospectus of JPMorgan Money Market Funds (Premier Shares) dated December 29, 2003; (iii) the Prospectus of JPMorgan Money Market Funds (Agency Shares) dated December 29, 2003; (iv) the Prospectus of JPMorgan Money Market Funds (Institutional Shares) dated December 29, 2003; (v) the Prospectus of JPMorgan Money Market Funds (Reserve Shares) dated December 29, 2003; (vi) the Prospectus of One Group Money Market Funds (Class A Shares, Class B Shares, and Class C Shares) filed October 29, 2004; (vii) the Prospectus of One Group Money Market Funds for Institutional Clients (Class I Shares) dated October 29, 2004; (vii) the Prospectus of One Group Institutional Money Market Funds (Administrative Class Shares) dated October 29, 2004; (viii) the Prospectus of One Group Institutional Money Market Funds (Class I Shares) dated October 29, 2004; (ix) the Prospectus of One Group Institutional Money Market Funds (Class S Shares) dated October 29, 2004; (x) the Prospectus of One Group Government Money Market (Reserve Class Shares) dated October 29, 2004; (xi) the Prospectus of One Group Government Money Market Fund (Morgan Class Shares) dated October 29, 2004; (xii) the Prospectus of One Group Money Market Funds (Morgan Class Shares) dated October 29, 2004; (xiii) the Prospectus of One Group Money Market Funds (Institutional Class Shares) dated October 29, 2004; (xiv) the Prospectus of One Group Money Market Funds (Agency Class Shares) dated October 29, 2004; the Prospectus of One Group Money Market Funds (Premier Class Shares) dated October 29, 2004; (xvi) the Prospectus of One Group Prime Money Market Fund (Capital Class Shares) dated October 29, 2004; (xvii) the SAI for JPMorgan Money Market Funds filed October 29, 2004; (xviii) the SAI for One Group Mutual Funds filed October 29, 2004; (xx) the Annual Report for JPMorgan Money Market Funds dated August 31, 2003; (xx) the Semi-Annual Report for JPMorgan Money Market Funds dated February 29, 2004; (xxi) the Annual Report for One Group Mutual Funds for the twelve-month period ended June 30, 2004; and (xxii) the Semi-Annual Report for One Group Mutual Funds for the six-month period ended December 31, 2003. Copies of these documents, the Statement of Additional Information related to this Proxy Statement/Prospectus and any subsequently released shareholder reports are available upon request and without charge by calling the relevant Fund at the relevant telephone number or by writing to the relevant Fund at the address listed for that Fund on the cover page of this Proxy Statement/Prospectus.

Both JPMorgan Funds and One Group Mutual Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file reports and other information including proxy material, reports and charter documents with the SEC. These reports and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, DC 20549 at prescribed rates.

38



Financial Highlights

The financial highlights of the One Group Funds, that are contained in Appendix E have been derived from financial statements audited by Pricewaterhouse Coopers LLP.

Legal Proceedings and Additional Fee and Expense Information

On September 3, 2003, the NYAG simultaneously filed and settled a complaint (the "Canary Complaint") against Canary Capital Partners, LLC, et al. (collectively, "Canary"). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds. Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as "market timing" and also "late trading."

On June 29, 2004, BOIA entered into agreements with the SEC and the NYAG in resolution of investigations conducted by the SEC and the NYAG into market timing of certain Funds, possible late trading of certain Funds and related matters. In its settlement with the SEC, 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 settlement agreement, BOIA or its affiliates agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distributed to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also requires BOIA to reduce its management fee for certain Funds in the aggregate amount of approximately $8 million annually over the next five years. In addition, BOIA has agreed to undertakings relating to, among other things, (i) governance changes designed to maintain the independence of the Board of Trustees and its chairman, and to ensure compliance with applicable federal securities laws, (ii) the retention of an independent consultant to conduct a review of supervisory, compliance and other policies and procedures designed to prevent and detect, among other things, breaches of fiduciary duty, (iii) an agreement to cease and desist from violations of certain provisions of the Investment Advisers Act of 1940 (the "Advisers Act") and the 1940 Act (iv) additional fee-related disclosure to investors, and (v) the retention of a senior officer to assist the Board in monitoring compliance and reviewing management fee arrangements.

Under the terms of the SEC Order and the settlement agreement, the $50 million payment by BOIA will be used to fund a pool established for distribution to affected shareholders of certain Funds. This pool will be distributed in accordance with a distribution plan to be developed by an independent distribution consultant in consultation with BOIA and acceptable to the Board's independent trustees and the staff of the SEC. The distribution plan will provide for investors to receive, in order of priority, (i) their proportionate share of losses from market-timing, and (ii) a proportionate share of advisory fees paid by the Funds that suffered such losses during the period of such market-timing. It is currently expected that such amounts will be paid in 2005. More specific information on the distribution plan will be communicated at a later date in an appropriate manner.

Mark A. Beeson, the former president and chief executive officer of One Group Mutual Funds and a former senior managing director of BOIA, was also named a respondent in the SEC Order and consented to its entry. As part of the settlement agreement with the SEC, Mr. Beeson agreed to, among other things, a civil money penalty and suspensions from association with any investment advisor or registered investment company. Mr. Beeson was not a party to the agreement with, nor was he sanctioned by, the NYAG.

The agreement with the SEC is reflected in the SEC Order, which states, among other things, that BOIA and Mr. Beeson violated and/or aided and abetted and caused violations of the antifraud provisions of the Advisers Act and the 1940 Act by, among other things, (i) allowing excessive short-term trading in certain of the Funds that was inconsistent with the terms of the Funds' prospectus and that was potentially harmful to the Funds, (ii) failing to disclose to the Board or to shareholders, among other things, the conflict of interest created by market-timing arrangements, (iii) failing to charge redemption fees for redemptions by certain shareholders as required by the applicable prospectuses when other shareholders were charged the redemption fees, (iv) having no written procedures in place to prevent the nonpublic disclosure of Fund portfolio holdings and improperly providing confidential portfolio holdings to certain persons when others were not provided with or otherwise privy to the same information, and (v) causing Funds, without the knowledge of the Board, to participate in joint transactions raising a conflict of interest in violation of the 1940 Act. The settlement agreement with the NYAG contains statements consistent with those described in the preceding sentence regarding the SEC Order. BOIA and Mr. Beeson neither admit nor deny the findings set forth in the SEC Order, and BOIA neither admits nor denies the findings in its settlement agreement with the NYAG.

It is possible that these matters and/or related developments may result in increased Fund redemptions and reduced sales of Fund shares, which could result in increased costs and expenses or otherwise adversely affect the Funds.

Additional information can be found in Appendix A.

39



Distributor

One Group Dealer Services, Inc., whose address is 1111 Polaris Parkway, Columbus, Ohio, serves as the distributor to the Acquiring Funds. The distributor is an affiliate of JPMIM, the investment adviser to the JPMorgan Funds, and BOIA, the investment advisor to the One Group Funds, and an indirect wholly owned subsidiary of JPMorgan Chase & Co.

Administrator

One Group Administrative Services, Inc., whose address is 1111 Polaris Parkway, Columbus, Ohio, serves as the administrator to the Acquiring Funds. The administrator is an affiliate of BOIA, the investment advisor to the One Group Funds and JPMIM, the investment adviser to the JPMorgan Funds, and an indirect wholly owned subsidiary of JPMorgan Chase & Co.

FORM OF ORGANIZATION

Each of the JPMorgan Funds is a diversified series of J.P. Morgan Mutual Fund Trust, an open-end management investment company organized as a Massachusetts business trust. J.P. Morgan Mutual Fund Trust is governed by a Board of Trustees consisting of ten members.

One Group Government Securities Fund and each of the Acquiring Funds is a diversified series of One Group Mutual Funds, an open-end management investment company organized as a Massachusetts business trust. One Group Mutual Funds is governed by a Board of Trustees consisting of seven members.

As described above, the shareholders of the Acquiring Funds are considering the reorganization and redomiciliation of the Acquiring Funds into JPMorgan Trust II, an open-end management investment company that was formed in anticipation of such transactions. Unlike J.P. Morgan Mutual Funds Trust and One Group Mutual Funds, JPMorgan Trust II is organized as a Delaware statutory trust.

The chart in Appendix F provides additional information with respect to the similarities and differences in the forms of organization of these entities. Shareholders should refer to the provisions of the governing documents of these entities and the relevant state law for a more thorough comparison.

CAPITALIZATION

The following table shows the capitalization of each of the Acquired Funds and Acquiring Funds as of June 30, 2004, and on a pro forma basis as of that date, giving effect to the proposed acquisition of assets at net asset value. The proforma capitalization information is for informational purposes only. No assurance can be given as to how many shares of the Acquiring Funds will be received by shareholders of the Acquired Funds on the Closing Date, and the information should not be relied upon to reflect the number of shares of the Acquiring Fund that actually will be received.

40



Amounts in thousands, except per share amounts

    JPMorgan
Liquid Assets
Money Market
Fund
  One Group
Prime
Money Market
Fund
  Share
Adjustments
  Pro Forma
JPMorgan
Liquid Assets 
Money Market 
Fund
 
Net Assets      
Morgan   $ 18,540     $ -             $ 18,540    
Premier     32,847       -               32,847    
Agency     455,580       -               455,580    
Reserve     -       4,372,583 (a)             4,372,583    
Class B     -       41,540               41,540    
Class C     -       8,284               8,284    
Investor     -       3,898,608 (b)             3,898,608    
Capital     2,901,221 (c)     -               2,901,221    
Total   $ 3,408,188     $ 8,321,015             $ 11,729,203    
Shares Outstanding      
Morgan     18,539       -       1       18,540    
Premier     32,846       -       1       32,847    
Agency     455,575       -       5       455,580    
Reserve     -       4,372,618 (a)     -       4,372,618    
Class B     -       41,539       -       41,539    
Class C     -       8,284       -       8,284    
Investor     -       3,898,550 (b)     -       3,898,550    
Capital     2,901,158 (c)     -       63       2,901,221    
Total     3,408,118       8,320,991       70       11,729,179    
Net Asset Value Per Share      
Morgan   $ 1.00     $ -             $ 1.00    
Premier   $ 1.00     $ -             $ 1.00    
Agency   $ 1.00     $ -             $ 1.00    
Reserve   $ -     $ 1.00 (a)           $ 1.00    
Class B   $ -     $ 1.00             $ 1.00    
Class C   $ -     $ 1.00             $ 1.00    
Investor   $ -     $ 1.00 (b)           $ 1.00    
Capital   $ 1.00 (c)   $ -             $ 1.00    

 

(a)  Formerly Class A shares

(b)  Formerly Class I shares

(c)  Formerly Institutional shares

41



Amounts in thousands, except per share amounts

    JPMorgan
Treasury Plus
Money Market
Fund
  One Group
U.S. Treasury Securities
Money Market
Fund
  Share
Adjustments
  Pro Forma
JPMorgan
U.S. Treasury
Plus Money
Market Fund
 
Net Assets  
Morgan   $ 955,967       -             $ 955,967    
Premier     1,283,053       -               1,283,053    
Agency     1,072,153       -               1,072,153    
Class B     -     $ 2,860               2,860    
Class C     -       548               548    
Investor     -       2,920,637 (a)             2,920,637    
Reserve     223,139       1,702,965 (b)             1,926,104    
Institutional     970,418       -               970,418    
Total   $ 4,504,730     $ 4,627,010             $ 9,131,740    
Shares Outstanding  
Morgan     956,020       -       (53 )     955,967    
Premier     1,283,120       -       (67 )     1,283,053    
Agency     1,072,006       -       147       1,072,153    
Class B     -       2,860       -       2,860    
Class C     -       548       -       548    
Investor     -       2,920,671 (a)     -       2,920,671    
Reserve     223,155       1,702,932 (b)     (16 )     1,926,071    
Institutional     970,440       -       (22 )     970,418    
Total     4,504,741       4,627,011       (11 )     9,131,741    
Net Asset Value Per Share  
Morgan   $ 1.00       -             $ 1.00