1 Year	3 Years	5 Years	10 Years
62	234	421	961

INSTRUMENT				RISK TYPE
Zero-Coupon, Pay-in-Kind and Deferred Payment Securities: Zero coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Deferred payment securities are zero coupon debt securities which convert on a specified date to interest bearing debt securities.				Credit Currency Interest Rate Liquidity Market Political Valuation

Name (Year of Birth),
Positions Held with

the Trusts (Since)

Principal Occupations During Past 5 Years

Robert L. Young (1963),

Senior Vice President (2005)*

Director and Vice President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc.; Chief Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005.

Patricia A. Maleski (1960),

Vice President and Chief
Administrative Officer (2005)

Managing Director, JPMorgan Funds Management, Inc.; previously, Treasurer, JPMorgan Funds and Head of Funds Administration and Board Liaison previously, Treasurer, JPMorgan Funds. Ms. Maleski has been with JPMorgan Chase & Co. since 2001.

Jessica K. Ditullio (1962),

Secretary (2008)*

Vice President and Assistant General Counsel, JPMorgan Chase & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990.

Stephanie J. Dorsey (1969),
Treasurer (2005)*

Vice President, JPMorgan Funds Management, Inc.; Director of Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co. (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002.

Stephen M. Ungerman (1953),
Chief Compliance Officer (2005)

Vice President, JPMorgan Chase & Co.; Mr. Ungerman was head of Fund Administration – Pooled Vehicles from 2000 to 2004. Mr. Ungerman has been with JPMorgan Chase & Co. since 2000.

Paul L. Gulinello (1950),

AML Compliance Officer (2005)

Vice President and Anti Money Laundering Compliance Officer for JPMorgan Asset Management Americas, additionally responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004.

Elizabeth A. Davin (1964),

Assistant Secretary (2005)*

Vice President and Assistant General Counsel, JPMorgan Chase & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004 to 2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004.

Nancy E. Fields (1949),

Assistant Secretary (2005)*

Vice President, JPMorgan Funds Management, Inc. and JPMorgan Distribution Services, Inc.; from 1999 to 2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.).

Jeffrey D. House (1972),

Assistant Treasurer (2006)*

Vice President, JPMorgan Funds Management, Inc. since July 2006; formerly, Sr. Manager of Financial Services of BISYS Fund Services, Inc. from December 1995 until July 2006.

Arthur A. Jensen (1966),

Assistant Treasurer (2005)*

Vice President, JPMorgan Funds Management, Inc. since April 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005.

Name (Year of Birth),
Positions Held with

the Trusts (Since)

Principal Occupations During Past 5 Years

Laura S. Melman (1966), Assistant Treasurer (2006)

Vice President, JPMorgan Funds Management, Inc. since August, 2006, responsible for Taxation; Vice President of Structured Products at The Bank of New York Co., Inc. from 2001 until 2006; Vice President of Fund Administration, Accounting, and Taxation at The Bank of New York Co., Inc. prior to 2001.

Francesco Tango (1971)

Assistant Treasurer (2007)

Vice President, JPMorgan Funds Management, Inc. since January 2003: Associate, JPMorgan Funds Management, Inc. since 1999.

The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271.

As of April 1, 2008, the Trustees and officers as a group owned less than 1% of the shares of each Portfolio.

CODES OF ETHICS

The Trust, the Adviser and JPMDS have each adopted codes of ethics under Rule 17j-1 of the 1940 Act (and pursuant to Rule 204A-1 under the Advisers Act with respect to the Adviser).

The Trust’s code of ethics includes policies which require “access persons” (as defined in Rule 17j-1) to: (i) place the interest of Trust shareholders first; (ii) conduct personal securities transactions in a manner that avoids any actual or potential conflict of interest or any abuse of a position of trust and responsibility; and (iii) refrain from taking inappropriate advantage of his or her position with the Trust or a Portfolio. The Trust’s code of ethics prohibits any access person from: (i) employing any device, scheme or artifice to defraud the Trust or a Portfolio; (ii) making to the Trust or a Portfolio any untrue statement of a material fact or omit to state to the Trust or a Portfolio a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (iii) engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust or a Portfolio; or (iv) engaging in any manipulative practice with respect to the Trust or a Portfolio. The Trust’s code of ethics permits personnel subject to the code to invest in securities, including securities that may be purchased or held by a Portfolio so long as such investment transactions are not in contravention of the above noted policies and prohibitions.

The code of ethics adopted by the Adviser requires that all employees must: (i) place the interest of the accounts which are managed by the Adviser first; (ii) conduct all personal securities transactions in a manner that is consistent with the code of ethics and the individual employee’s position of trust and responsibility; and (iii) refrain from taking inappropriate advantage of their position. Employees of each Adviser are also prohibited from certain mutual fund trading activity including “excessive trading” of shares of a mutual fund as described in the applicable Portfolio’s Prospectuses or SAI and effecting or facilitating a mutual fund transaction to engage in market timing. The Adviser’s code of ethics permits personnel subject to the code to invest in securities including securities that may be purchased or held by a Portfolio subject to certain restrictions. However, all employees are required to preclear securities trades (except for certain types of securities such as non-proprietary mutual fund shares and U.S. government securities).

JPMDS’s code of ethics requires that all employees of JPMDS must: (i) place the interest of the accounts which are managed by affiliates of JPMDS first; (ii) conduct all personal securities transactions in a manner that is consistent with the code of ethics and the individual employee’s position of trust and responsibility; and (iii) refrain from taking inappropriate advantage of their positions. Employees of JPMDS are also prohibited from certain mutual fund trading activity, including excessive trading of shares of a mutual fund as such term is defined in the applicable Portfolio’s Prospectuses or SAI, or effecting or facilitating a mutual fund transaction to engage in market timing. JPMDS’s code of ethics permits personnel subject to the code to

invest in securities including securities that may be purchased or held by the Portfolios subject to the policies and restrictions in such code of ethics.

PROXY VOTING PROCEDURES AND GUIDELINES

The Board of Trustees has delegated to the Adviser and its affiliated advisers, proxy voting authority with respect to the Portfolios’ portfolio securities. To ensure that the proxies of portfolio companies are voted in the best interests of the Portfolios, the Trust’s Board of Trustees has adopted the Adviser’s detailed proxy voting procedures (the “Procedures”) that incorporate guidelines (“Guidelines”) for voting proxies on specific types of issues.

The Adviser and its affiliated advisers are part of a global asset management organization with the capability to invest in securities of issuers located around the globe. Because the regulatory framework and the business cultures and practices vary from region to region, the Guidelines are customized for each region to take into account such variations. Separate Guidelines cover the regions of (1) North America, (2) Europe, Middle East, Africa, Central America and South America, (3) Asia (ex-Japan) and (4) Japan, respectively.

Notwithstanding the variations among the Guidelines, all of the Guidelines have been designed with the uniform objective of encouraging corporate action that enhances shareholder value. As a general rule, in voting proxies of a particular security, the Adviser and its affiliated advisers will apply the Guidelines of the region in which the issuer of such security is organized. Except as noted below, proxy voting decisions will be made in accordance with the Guidelines covering a multitude of both routine and non-routine matters that the Adviser and its affiliated advisers have encountered globally, based on many years of collective investment management experience.

To oversee and monitor the proxy-voting process, the Adviser has established a proxy committee and appointed a proxy administrator in each global location where proxies are voted. The primary function of each proxy committee is to review periodically general proxy-voting matters, review and approve the Guidelines annually, and provide advice and recommendations on general proxy-voting matters as well as on specific voting issues. The procedures permit an independent voting service, currently Institutional Shareholder Services, Inc. (“ISS”) in the U.S., to perform certain services otherwise carried out or coordinated by the proxy administrator.

Although for many matters the Guidelines specify the votes to be cast, for many others, the Guidelines contemplate case-by-case determinations. In addition, there will undoubtedly be proxy matters that are not contemplated by the Guidelines. For both of these categories of matters and to override the Guidelines, the Procedures require a certification and review process to be completed before the vote is cast. That process is designed to identify actual or potential material conflicts of interest (between the Portfolio on the one hand, and the Portfolio’s investment adviser, principal underwriter or an affiliate of any of the foregoing, on the other hand) and ensure that the proxy vote is cast in the best interests of the Portfolio. When a potential material conflict of interest has been identified, the proxy administrator and a subgroup of proxy committee members (composed of a member from the Investment Department and one or more members from the Legal, Compliance, Operations or Risk Management Departments) will evaluate the potential conflict of interest and determine whether such conflict actually exists, and if so, will recommend how the Adviser will vote the proxy. In addressing any material conflict, the Adviser may take one or more of the following measures (or other appropriate action): removing or “walling off” from the proxy voting process certain Adviser personnel with knowledge of the conflict, voting in accordance with any applicable Guideline if the application of the Guideline would objectively result in the casting of a proxy vote in a predetermined manner, or deferring the vote to ISS, which will vote in accordance with its own recommendation.

The following summarizes some of the more noteworthy types of proxy voting policies of the non-U.S. Guidelines:

•

Corporate governance procedures differ among the countries. Because of time constraints and local customs, it is not always possible for the Adviser to receive and review all proxy materials in connection

with each item submitted for a vote. Many proxy statements are in foreign languages. Proxy materials are generally mailed by the issuer to the sub-custodian which holds the securities for the client in the country where the portfolio company is organized, and there may not be sufficient time for such materials to be transmitted to the Adviser in time for a vote to be cast. In some countries, proxy statements are not mailed at all, and in some locations, the deadline for voting is two to four days after the initial announcement that a vote is to be solicited. The Adviser also considers the cost of voting in light of the expected benefit of the vote.

•

Where proxy issues concern corporate governance, takeover defense measures, compensation plans, capital structure changes and so forth, the Adviser pays particular attention to management’s arguments for promoting the prospective change the Adviser’s sole criterion in determining its voting stance is whether such changes will be to the economic benefit of the beneficial owners of the shares.

•

The Adviser is in favor of a unitary board structure of the type found in the United Kingdom as opposed to tiered board structures. Thus, the Adviser will generally vote to encourage the gradual phasing out of tiered board structures, in favor of unitary boards. However, since tiered boards are still very prevalent in markets outside of the United Kingdom, local market practice will always be taken into account.

•

The Adviser will use its voting powers to encourage appropriate levels of board independence, taking into account local market practice.

•

The Adviser will usually vote against discharging the board from responsibility in cases of pending litigation, or if there is evidence of wrongdoing for which the board must be held accountable.

•

The Adviser will vote in favor of increases in capital which enhance a company’s long-term prospects. The Adviser will also vote in favor of the partial suspension of preemptive rights if they are for purely technical reasons (e.g., rights offers which may not be legally offered to shareholders in certain jurisdictions). However, the Adviser will vote against increases in capital which would allow the company to adopt “poison pill” takeover defense tactics, or where the increase in authorized capital would dilute shareholder value in the long term.

•

The Adviser will vote in favor of proposals which will enhance a company’s long-term prospects. The Adviser will vote against an increase in bank borrowing powers which would result in the company reaching an unacceptable level of financial leverage, where such borrowing is expressly intended as part of a takeover defense, or where there is a material reduction in shareholder value.

•

The Adviser reviews shareholder rights plans and poison pill proposals on a case-by-case basis; however, the Adviser will generally vote against such proposals and vote for revoking existing plans.

•

Where social or environmental issues are the subject of a proxy vote, the Adviser will consider the issue on a case-by-case basis, keeping in mind at all times the best economic interests of its clients.

•

With respect to Asia, for routine proxies (e.g., in respect of voting at the Annual General Meeting of Shareholders) the Adviser’s position is to neither vote in favor or against. For Extraordinary General Meetings of Shareholders, however, where specific issues are put to a shareholder vote, these issues are analyzed by the respective country specialist concerned. A decision is then made based on his or her judgment.

The following summarizes some of the more noteworthy types of proxy voting policies of the U.S. Guidelines:

•

The Adviser considers votes on director nominees on a case-by-case basis. Votes generally will be withheld from directors who: (a) attend less than 75% of board and committee meetings without a valid excuse; (b) implement or renew a dead-hand poison pill; (c) are affiliated directors who serve on audit, compensation or nominating committees or are affiliated directors and the full board serves on such committees or the company does not have such committees; or (d) ignore a shareholder proposal that is approved for two consecutive years by a majority of either the shares outstanding or the votes cast.

•

The Adviser votes proposals to classify boards on a case-by-case basis, but will vote in favor of such

proposal if the issuer’s governing documents contain each of eight enumerated safeguards (for example, a majority of the board is composed of independent directors and the nominating committee is composed solely of such directors).

•

The Adviser also considers management poison pill proposals on a case-by-case basis, looking for shareholder-friendly provisions before voting in favor.

•

The Adviser votes against proposals for a super-majority vote to approve a merger.

•

The Adviser considers proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account the extent of dilution and whether the transaction will result in a change in control.

•

The Adviser votes proposals on a stock option plan based primarily on a detailed, quantitative analysis that takes into account factors such as estimated dilution to shareholders’ equity and dilution to voting power. The Adviser generally considers other management compensation proposals on a case-by-case basis.

•

The Adviser also considers on a case-by-case basis proposals to change an issuer’s state of incorporation, mergers and acquisitions and other corporate restructuring proposals and certain social and environmental issue proposals.

In accordance with regulations of the SEC, the Portfolios’ proxy voting records for the 12-month period ended June 30 will be on file with the SEC, available on the Portfolios’ website at www.jpmorganfunds.com, and on the SEC’s website at www.sec.gov no later than August 31.

PORTFOLIO HOLDINGS DISCLOSURE

As described in the Prospectuses and pursuant to the Portfolios’ Holdings Disclosure Policy, no sooner than 30 days after month end, the Portfolios will make available to the public, upon request to the Portfolios (1-800-480-4111), an uncertified, complete schedule of its portfolio holdings as of the last day of that prior month.

The Portfolios’ publicly available uncertified, complete list of portfolio holdings information, as described above, may also be provided regularly pursuant to a standing request, such as on a monthly or quarterly basis, to (i) third party service providers, rating and ranking agencies and financial intermediaries, and affiliated persons of the Portfolios and (ii) clients of the Adviser or its affiliates that invest in the Portfolios or such clients’ consultants. No compensation or other consideration is received by the Portfolios or the Adviser, or any other person for these disclosures. A list of the entities that receive the Portfolios’ portfolio holdings information on such basis, the frequency with which it is provided to them and the length of the lag between the date of the information and the date it is disclosed is provided below:

Name of Entity	Frequency	Lag of Data
Vickers Stock Research Corp.	Monthly	30 days after month end
MorningStar, Inc.	Monthly	30 days after month end
Lipper, Inc.	Monthly	30 days after month end
Thomson Financial	Monthly	30 days after month end
Bloomberg LP	Monthly	30 days after month end
Standard and Poor’s	Monthly	30 days after month end
JPMorgan Private Bank/JPMorgan Private Client Services	Monthly	30 days after month end

In addition, certain service providers to the Portfolios or the Adviser, Administrator or Distributor may for legitimate business purposes receive the Portfolios’ holdings information earlier than 30 days after month end, such as rating and ranking agencies, pricing services, proxy voting service providers, accountants, attorneys, custodians, brokers in connection with Portfolio transactions and in providing pricing quotations and transfer agents. When a Portfolio redeems a shareholder in kind, the shareholder generally receives its

proportionate share of the Portfolio’s holdings and, therefore, the shareholder and its agent may receive such information earlier than 30 days after month end. Such holdings are released on conditions of confidentiality, which include appropriate trading prohibitions. “Conditions of confidentiality” include confidentiality terms included in written agreements, implied by the nature of the relationship (e.g., attorney–client relationship), or required by fiduciary or regulatory principles (e.g., custody services provided by financial institutions).

Disclosure of a Portfolio’s securities as an exception to the Portfolios’ normal business practice requires the business unit proposing such exception to identify a legitimate business purpose for the disclosure and submit the proposal to the Portfolio’s Treasurer for approval following business and compliance review. Additionally, no compensation or other consideration is received by a Portfolio or the Adviser, or any other person for these disclosures. The Portfolios’ Trustees will review annually a list of such entities that have received such information, the frequency of such disclosures and the business purpose therefor. These procedures are designed to address conflicts of interest between the Portfolios’ shareholders on the one hand and the Portfolio’s Adviser or any affiliated person of the Portfolio or such entities on the other hand by creating a structured review and approval process which seeks to ensure that disclosure of information about the Portfolio’s securities is in the best interests of the Portfolio’s shareholders. There can be no assurance, however, that a Portfolio’s policies and procedures with respect to the disclosure of portfolio holdings information will prevent the misuse of such information by individuals or firms in possession of such information.

Finally, the Portfolios release information concerning any and all portfolio holdings when required by law. Such releases may include providing information concerning holdings of a specific security to the issuer of such security.

INVESTMENT ADVISER

The Trust’s Shares are not sponsored, endorsed or guaranteed by, and do not constitute obligations or deposits of JPMorgan Chase, any bank affiliate of JPMIA or any other bank, and are not insured by the FDIC or issued or guaranteed by the U.S. government or any of its agencies.

Subject to the supervision of the Portfolios’ Board of Trustees, the Adviser makes the Portfolios’ day-to-day investment decisions, arranges for the execution of portfolio transactions and generally manages the investments for the Portfolios. Effective October 1, 2003, JPMIM became a wholly owned subsidiary of J.P. Morgan Asset Management Holdings, Inc., which is a wholly owned subsidiary of JPMorgan Chase. Prior to October 1, 2003, JPMIM was a wholly owned subsidiary of JPMorgan Chase. JPMIM is a registered investment adviser under the Investment Advisers Act of 1940, as amended. JPMIM acts as investment adviser to individuals, governments, corporations, employee benefit plans, labor unions and state and local governments, mutual funds and other institutional investors. JPMIM is located at 245 Park Avenue, New York, NY 10167.

Certain of the assets of employee benefit accounts under the Adviser’s management are invested in commingled pension trust funds for which JPMorgan Chase Bank serves as trustee.

Under separate agreements, JPMorgan Chase Bank and JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) (“JPMFM”), and JPMDS provide certain financial, fund accounting, recordkeeping and administrative services to the Trust and the Portfolios. JPMDS is the distributor for the Portfolios. JPMorgan Chase Bank, JPMFM and JPMDS are each affiliates of the Adviser. See the “Custodian,” “Administrator,” and “Distributor” sections.

The investment advisory services the Adviser provides to the Portfolios are not exclusive under the terms of the Advisory Agreement. The Adviser is free to and does render similar investment advisory services to others. The Adviser serves as investment adviser to personal investors and other investment companies and acts as fiduciary for trusts, estates and employee benefit plans. Certain of the assets of trusts and estates under

management are invested in common trust funds for which the Adviser serves as trustee. The accounts which are managed or advised by the Adviser have varying investment objectives, and the Adviser invests assets of such accounts in investments substantially similar to, or the same as, those which are expected to constitute the principal investments of the Portfolios. Such accounts are supervised by employees of the Adviser who may also be acting in similar capacities for the Portfolios. See the “Portfolio Transactions” section.

The Portfolios are managed by employees of the Adviser who, in acting for their customers, including the Portfolios, do not discuss their investment decisions with any personnel of JPMorgan Chase or any personnel of other divisions of the Adviser or with any of their affiliated persons, with the exception of certain other investment management affiliates of JPMorgan Chase which execute transactions on behalf of the Portfolios.

As compensation for the services rendered and related expenses such as salaries of advisory personnel borne by the Adviser under the Advisory Agreement, the Trust, on behalf of the Portfolios, has agreed to pay the Adviser a fee, which is computed daily and may be paid monthly, at the following percentages of the average daily net assets of each Portfolio:

Name of Portfolio	Percentage
Bond Portfolio	0.30%
International Equity Portfolio	0.60%
Mid Cap Value Portfolio	0.70%
Small Company Portfolio	0.60%
U.S. Large Cap Core Equity Portfolio	0.35%

The table below sets forth the investment advisory fees paid by the following Portfolios to the Adviser, with respect to the fiscal periods indicated (amounts in thousands):

	Fiscal Year Ended 12/31/05		Fiscal Year Ended 12/31/06		Fiscal Year Ended 12/31/07
	Paid	Waived	Paid	Waived	Paid	Waived
Name of Portfolio
Bond Portfolio	$259	$--	$251	$--	$171	$--
International Equity Portfolio	451	--	563	--	566	--
Mid Cap Value Portfolio	1,481	--	1,986	--	2,239	--
Small Company Portfolio	497	--	544	--	563	--
U.S. Large Cap Core Equity Portfolio	178	--	176	--	175	--

The Advisory Agreement provides that it will continue in effect for a period of two years after execution only if specially approved thereafter annually in the same manner as the Distribution Agreement. See the “Distributor” section. The Advisory Agreement will terminate automatically if assigned and is terminable at anytime without penalty by a vote of a majority of the Trustees, or by a vote of the holders of a majority of a Portfolio’s outstanding voting securities, on 60 days’ written notice to the Adviser and by the Adviser on 90 days’ written notice to the Trust. See “Additional Information.”

PORTFOLIO MANAGERS

Other Accounts Managed (As of December 31, 2007)

The following tables show information regarding all of the other accounts managed by each portfolio manager as of December 31, 2007 (millions of dollars):

Non-Performance Based Fee Advisory Accounts

Name of Portfolio/ Portfolio Manager(s)	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Name of Portfolio/ Portfolio Manager(s)	Number of Accounts	Total Assets	Number of Accounts	Total Assets	Number of Accounts	Total Assets
Bond Portfolio
Timothy Neumann, Managing Director	7	$ 6,281	5	$ 2,847	66	$ 9,302
International Equity Portfolio
James Fisher, Managing Director	9	$ 6,445	12	$ 6,606	25	$ 7,019
Thomas Murray, Vice President	9	$ 6,445	12	$ 6,606	26	$ 7,075
Mid Cap Value Portfolio
Jonathan K.L. Simon, Managing Director	14	$ 10,559	4	$ 1,268	32	$ 3,367
Lawrence E. Playford, Jr., Vice President	9	$ 9,493	0	0	29	$ 3,399
Gloria Fu, Vice President	9	$ 9,234	0	0	29	$ 3,399
Small Company Portfolio
Christopher T. Blum, Managing Director	16	$ 3,531	6	$ 591	7	$ 429
Dennis S. Ruhl, Vice President	13	$4,148	6	$ 591	7	$ 429
U.S. Large Cap Core Equity Portfolio
Susan Bao, Vice President	5	$ 4,177	0	0	22	$ 334

Performance Based Fee Advisory Accounts

	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
	Number of Accounts	Total Assets	Number of Accounts	Total Assets	Number of Accounts	Total Assets
Bond Portfolio
Timothy Neumann, Managing Director	0	0	0	0	0	0
International Equity Portfolio

James Fisher, Managing Director	0	0	0	0	6	$ 1,571
Thomas Murray, Vice President	0	0	0	0	6	$ 1,571
Mid Cap Value Portfolio
Jonathan K.L. Simon, Managing Director	0	0	0	0	0	0
Lawrence E. Playford, Jr., Vice President	0	0	0	0	0	0
Gloria Fu, Vice President	0	0	0	0	0	0
Small Company Portfolio
Christopher T. Blum, Managing Director	0	0	1	$ 19	2	$ 57
Dennis S. Ruhl, Vice President	0	0	1	$ 19	2	$ 57
U.S. Large Cap Core Equity Portfolio
Susan Bao, Vice President	0	0	0	0	0	0

Potential Conflicts of Interests

The chart above shows the number, type and market value as of December 31, 2007, of the accounts other than the Portfolio that are managed by the portfolio managers. The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Portfolios ("Similar Accounts"). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.

Responsibility for managing the Adviser’s and its affiliates’ clients’ portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same approach and philosophy as similarly managed portfolios. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimizes the potential for conflicts of interest.

The Adviser and/or its affiliates may receive more compensation with respect to certain Similar Accounts than that received with respect to the Portfolios or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential conflict of interest for the Adviser and its affiliates or the portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. In addition, the Adviser or its affiliates could be viewed as having a conflict of interest to the extent that the Adviser or an affiliate has a proprietary investment in Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in the Adviser’s or its affiliates’ employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon the Adviser and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as the Adviser or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. the Adviser and its affiliates may be perceived as causing accounts they manage to participate in an offering to increase the Adviser’s and its affiliates’ overall allocation of securities in that offering. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If the Adviser or its affiliates manage accounts that engage in short sales of securities of the type in which the Portfolio invests, the Adviser or its affiliates could be seen as harming the performance of the Portfolio for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

As an internal policy matter, the Adviser or its affiliates may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments the Adviser or its affiliates will take on behalf of its various clients due to, among other things, liquidity concerns and regulatory restrictions. Such policies may preclude a Portfolio from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the Portfolio’s objectives.

The goal of the Adviser and its affiliates is to meet their fiduciary obligation with respect to all clients. The Adviser and its affiliates have policies and procedures designed to manage the conflicts. The Adviser and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with the Adviser’s Code of Ethics and JPMorgan Chase & Co.’s Code of Conduct. With respect to the allocation of investment opportunities, the Adviser or its affiliates also have certain policies

designed to achieve fair and equitable allocable of investment opportunities among its clients over time. For example:

Orders for the same equity security traded through a single trading desk or system are aggregated on a continual basis throughout each trading day consistent with the Adviser’s and its affiliates’ duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro-rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, the Adviser and its affiliates may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.

Purchases of money market instruments and fixed income securities cannot always be allocated pro-rata across the accounts with the same investment strategy and objective. However, the Adviser and its affiliates attempt to mitigate any potential unfairness by basing non-pro-rata allocations traded through a single trading desk or system upon an objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of the Adviser or its affiliates so that fair and equitable allocation will occur over time.

Portfolio Manager Compensation

The Adviser’s portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and may include mandatory notional investments (as described below) in selected mutual funds advised by the Adviser or its affiliates. These elements reflect individual performance and the performance of the Adviser’s business as a whole.

Each portfolio manager’s performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries the highest impact. Portfolio manager compensation is primarily driven by meeting or exceeding clients’ risk and return objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating each portfolio manager’s performance with respect to the mutual funds he or she manages, the portfolio ’s pre-tax performance is compared to the appropriate market peer group and to each Portfolio’s benchmark index listed in the Portfolio’s prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the portfolio). Investment performance is generally more heavily weighted to the long-term.

Awards of restricted stock are granted as part of an employee’s annual performance bonus and comprise from 0% to 35% of a portfolio manager’s total bonus. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases. Up to 50% of the restricted stock portion of a portfolio manager’s bonus may instead be subject to a mandatory notional investment in selected mutual funds advised by the Adviser or its affiliates. When these awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.

Ownership of Securities

The following table indicates the dollar range of securities of each fund beneficially owned by the Portfolio’s lead portfolio managers as of December 31, 2007, the Portfolios’ most recent fiscal year end.

	Aggregate Dollar Range of Securities in the Portfolio⁽¹⁾
Name of Portfolio/ Portfolio Manager(s)	None	$1-$10,000	$10,001-$50,000	$50,001-$100,000	$100,001-$500,000	$500,001 - $1,000,000	over $1,000,000

Bond Portfolio
Timothy Neumann, Managing Director	X
International Equity Portfolio
James Fisher, Managing Director	X
Thomas Murray, Vice President	X
Mid Cap Value Portfolio
Jonathan K.L. Simon, Managing Director	X
Lawrence E. Playford, Jr., Vice President	X
Gloria Fu, Vice President	X
Small Company Portfolio
Christopher T. Blum, Managing Director	X
Dennis S. Ruhl, Vice President	X
U.S. Large Cap Core Equity Portfolio
Susan Bao, Vice President	X

(1)	None of the portfolio managers beneficially owned equity securities of the Portfolios which are currently held exclusively through insurance company separate accounts or eligible qualified plans.

ADMINISTRATIVE SERVICES AGREEMENT

The Trust has entered into an Administrative Services Agreement with JPMFM, an affiliate of JPMIM, effective February 19, 2005. Prior to that date, JPMorgan Chase Bank provided these services. Pursuant to the Administrative Services Agreement, JPMFM provides or arranges for the provision of certain financial and administrative services and oversees fund accounting for the Trust. The services to be provided by JPMFM under the Administrative Services Agreement include, but are not limited to, services related to taxes, financial statements, calculation of Portfolio performance data, oversight of service providers, certain regulatory and Board of Trustees matters, and shareholder services. In addition, JPMFM is responsible for reimbursing the Trust for certain usual and customary expenses incurred by the Trust including, without limitation, transfer, registrar and dividend disbursing costs, custody fees, legal and accounting expenses, fees of the Trust’s co-administrator, insurance premiums, compensation and expenses of the Trustees, expenses of preparing, printing and mailing prospectuses reports, notices and proxies to shareholders, registration fees under federal securities laws and filing fees under state securities laws.

For providing its services under the Administrative Services Agreement, JPMFM receives monthly compensation from the Trust at annual rates computed as described under in the Prospectuses. Through June 30, 2005, JPMFM or JPMorgan paid a portion of the fees it received to BISYS Fund Services, L.P. for its services as the Portfolios’ sub-administrator. Beginning July 1, 2005, the Administrator hired J.P. Morgan Investor

Services, Inc. (“JPMIS”) as each Portfolio’s sub-administrator. JPMIS receives a portion of the fees received by JPMFM for the services that it provides to the Portfolios.

JPMFM has contractually agreed to waive all or part of its fees in order to limit the Portfolios’ total operating expenses on an annual basis to not more than the following percentages of the average daily net assets of each of the Portfolios:

Name of Portfolio	Percentage
Bond Portfolio	0.60%
International Equity Portfolio	1.09%
Mid Cap Value Portfolio	1.25%
Small Company Portfolio	1.08%
U.S. Large Cap Core Equity Portfolio	0.85%

Pursuant to the Administrative Services Agreement, as amended, for the fiscal periods indicated in the table below, JPMorgan or JPMFM reimbursed the Portfolios for expenses or was paid fees by the Portfolios under this agreement as follows (amounts in thousands):

	Fiscal Year Ended 12/31/05		Fiscal Year Ended 12/31/06		Fiscal Year Ended 12/31/07
	Paid	Waived	Paid	Waived	Paid	Waived
Name of Portfolio
Bond Portfolio	$173	$ --	$166	$ --	$ --	$ --
International Equity Portfolio	265	--	380	--	343	--
Mid Cap Value Portfolio	952	(529)	597	(709)	575	(800)
Small Company Portfolio	260	--	264	--	296	--
U.S. Large Cap Core Equity Portfolio	118	--	106	--	82	--

The Administrative Services Agreement may be amended only by mutual written consent.

The Administrative Services Agreement was last approved by the Board of Trustees at a meeting held on December 12-13, 2007. The Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Board of Trustees or JPMorgan on not more than 60 days’ nor less than 30 days’ written notice to the other party.

The Administrative Services Agreement also provides that, as to each Portfolio, until March 31, 2006, the aggregate fees, expressed in dollars, payable by such Portfolio under the Administrative Services Agreement and the Advisory Agreement will not exceed the expenses (excluding extraordinary expenses) that would have been payable by such Portfolio assuming (i) the Prior Management Agreement described in the next paragraph remained in effect in accordance with its terms, (ii) the asset levels were the same during the relevant periods, (iii) no effect was given to the voluntary expense reimbursement arrangements or other limitation on expenses under such prior agreement and (iv) the expenses the Portfolio would have been charged were adjusted to render comparable the extent and level of services provided under the Prior Management Agreement, on the one hand, and the Administrative Services Agreement and Advisory Agreement, on the other.

JPMFM pays fees out of its administrative services fees to insurance companies or their affiliates which have a servicing relationship with Policy holders (“Service Organizations”). These fees are paid to the Service Organizations for their providing certain shareholder and administrative services to the Portfolios, including (i) recordkeeping services, (ii) communication with the Trust regarding purchase and redemption orders and daily prices of the Portfolios; (iii) processing distributions from the Portfolios; (iv) providing information relating to the Policies to the Portfolios; and (v) providing certain other communication support services and support services. Occasionally, JPMIM or JPMFM, at its own expense and out of its legitimate profits, will pay additional cash amounts to the Service Organizations. These amounts are over and above the fees paid to the insurance companies by JPMFM out of its administrative services fees. These amounts are additional payments

to the Service Organizations for providing the shareholder and administrative services to the Portfolios described above. These additional payments may be referred to as other compensation.

DISTRIBUTOR

JPMDS serves as the Trust’s exclusive distributor and holds itself available to receive purchase orders for shares of each of the Portfolios. In that capacity, JPMDS has been granted the right, as agent of the Portfolios, to solicit and accept orders for the purchase of each of the Portfolio’s shares in accordance with the terms of the Distribution Agreement between the Trust, on behalf of the Portfolios, and JPMDS. Under the terms of the Distribution Agreement between JPMDS and the Trust, on behalf of the Portfolios, JPMDS receives no compensation in its capacity as Distributor. JPMDS is an affiliate of JPMIM and JPMorgan Chase Bank and is a direct wholly owned subsidiary of JPMorgan Chase. The principal offices of JPMDS are located at 1111 Polaris Parkway, Columbus, OH 43240.

Unless otherwise terminated, the Distribution Agreement will continue in effect for annual periods beyond until October 31 of each year and will continue thereafter for successive one-year terms if approved at least annually by: (a) the vote of a majority of those members of the Board of Trustees who are not parties to the Distribution Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Board of Trustees or the vote of a majority of the outstanding voting securities of the Portfolio. The Distribution Agreement may be terminated without penalty on not less than 60 days’ prior written notice, by the Board of Trustees, by vote of majority of the outstanding voting securities of the Portfolio or by JPMDS. The termination of the Distribution Agreement with respect to one Portfolio will not result in the termination of the Distribution Agreement with respect to any other Portfolio. The Distribution Agreement may also be terminated in the event of its assignment, as defined in the 1940 Act. JPMDS is a broker-dealer registered with the SEC and is a member of the National Association of Securities Dealers, Inc.

For the fiscal year ending December 31, 2007, there were no net underwriting discounts and commissions, compensation on redemptions and repurchases, brokerage commissions and other compensation paid to JPMDS as principal underwriter.

CUSTODIAN

Pursuant to the Global Custody and Fund Accounting Agreement with JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10167, dated February 19, 2005, JPMorgan Chase Bank serves as the Portfolio ’s custodian and fund accounting agent and is responsible for holding portfolio securities and cash and maintaining the books of account and records of portfolio transactions. JPMorgan Chase Bank is an affiliate of the Adviser .

With respect to fund accounting services, the following schedule shall be employed in the calculation of the fees payable for the services provided under the Global Custody and Fund Accounting Agreement. For purposes of determining the asset levels at which a fee applies, assets for that fund type across the entire JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Rule 3c-7 fund which is advised or subadvised by an entity which is a subsidiary of JPMorgan & Co.) shall be used.

U.S. Equity Funds:

0.0085% of the first $12.5 billion

0.0050% on the next $7.5 billion

0.0035% on the next $10 billion

0.0025% for such assets over $30 billion

U.S. Fixed Income Funds:

0.0090% of the first $12.5 billion

0.0050% on the next $7.5 billion

0.0035% on the next $10 billion

0.0020% for such assets over $30 billion

International Funds:

0.02% of the first $12.5 billion

0.0175% for such assets over $12.5 billion

or (b) the applicable per account minimum charge. The minimum total annual fund accounting charge per portfolio is:

$20,000 for U.S. equity and U.S. fixed income funds

$25,000 for international funds (except emerging markets funds)

For custody services, each Portfolio pays to JPMorgan Chase Bank annual safekeeping fees of between 0.001% and 0.60% of the assets held by the custodian (depending on the domicile in which the asset is held), calculated monthly in arrears, and fees between $4.50 and $150 for securities trades (depending on the domicile in which the trade is settled) and $5 for cash transactions. JPMorgan Chase Bank is also reimbursed for its reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees.

JPMorgan Chase Bank also is paid $15, $35 or $60 per proxy (depending on the country where the issuer is located) for its service which helps facilitate the voting of proxies throughout the world.

In addition, JPMorgan Chase Bank provides derivative servicing with respect to swaps, swaptions and bond and currency options. The fees for these services include a transaction fee of up to $40 per new contract, a fee of up to $10 per contract amendment (including transactions such as trade amendments, cancellations, terminations, novations, option exercises, option expiries, maturities or credit events) and a daily fee of up to $0.40 per contract per day for position management services.

TRANSFER AGENT

Boston Financial Data Services, Inc. (“BFDS” or “Transfer Agent”), 2 Heritage Drive, North Quincy, Massachusetts 02171 serves as each Portfolio’s transfer and dividend disbursing agent. As transfer agent and dividend disbursing agent, BFDS is responsible for maintaining account records detailing the ownership of Portfolio shares and for crediting income, capital gains and other changes in share ownership to shareholder accounts.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The independent registered public accounting firm for the Trust is PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017. PricewaterhouseCoopers LLP conducts an annual audit of the financial statements of each of the Portfolios and assists in the preparation and/or review of each Portfolio’s federal and state income tax returns.

PAYMENT OF EXPENSES

JPMFM is obligated to assume the cost of certain administrative expenses for the Trust, as described herein and in the Prospectuses. The Trust is responsible for JPMIM’s fees as investment adviser pursuant to the Investment Advisory Agreement and for JPMFM’s fees for its services pursuant to the Administrative Services Agreement. In addition, the Trust pays all extraordinary expenses not incurred in the ordinary course of the

Trust’s business including, but not limited to, litigation and indemnification expenses; interest charges; material increases in Trust expenses due to occurrences such as significant increases in the fee schedules of the custodian or the transfer agent or a significant decrease in the Trust’s asset level due to changes in tax or other laws or regulations; or other such extraordinary occurrences outside of the ordinary course of the Trust’s business. See “Offering and Redemption of Shares” below.

PORTFOLIO TRANSACTIONS

Investment Decisions and Portfolio Transactions. Pursuant to the Advisory Agreement, the Adviser determines, subject to the general supervision of the Board of Trustees of the Trusts and in accordance with each Portfolio’s investment objective and restrictions, which securities are to be purchased and sold by each such Portfolio and which brokers are to be eligible to execute its portfolio transactions. The Adviser operates independently in providing services to their respective clients. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, for example, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In some instances, one client may sell a particular security to another client. It also happens that two or more clients may simultaneously buy or sell the same security, in which event each day’s transactions in such security are, insofar as possible, averaged as to price and allocated between such clients in a manner which in the opinion of the Adviser is equitable to each and in accordance with the amount being purchased or sold by each. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients.

Brokerage and Research Services. On behalf of the Portfolios, the Adviser places orders for all purchases and sales of portfolio securities, enters into repurchase agreements, and may enter into reverse repurchase agreements and execute loans of portfolio securities on behalf of all Portfolios unless otherwise prohibited.

Fixed income and debt securities and municipal bonds and notes are generally traded at a net price with dealers acting as principal for their own accounts without a stated commission. The price of the security usually includes profit to the dealers. In underwritten offerings, securities are purchased at a fixed price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. Transactions on stock exchanges (other than foreign stock exchanges) involve the payment of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. Transactions in foreign securities generally involve payment of fixed brokerage commissions, which are generally higher than those in the U.S. On occasion, certain securities may be purchased directly from an issuer, in which case no commissions or discounts are paid.

In connection with portfolio transactions, the overriding objective is to obtain the best execution of purchase and sales orders. As permitted by Section 28(e) of the Securities Exchange Act, the Adviser may cause the Portfolios to pay a broker-dealer which provides brokerage and research services to the Adviser, the Portfolios and/or other accounts for which the Adviser exercises investment discretion an amount of commission for effecting a securities transaction for a Portfolio in excess of the amount other broker-dealers would have charged for the transaction if the Adviser determines in good faith that the greater commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker-dealer viewed in terms of either a particular transaction or the Adviser’s overall responsibilities to accounts over which it exercises investment discretion. Not all of such services are useful or of value in advising the Portfolios. The Adviser reports to the Board of Trustees regarding overall commissions paid by the Portfolios and their reasonableness in relation to the benefits to the Portfolios. In accordance with Section 28(e) of the Securities Exchange Act and consistent with applicable SEC guidance and interpretation, the term “brokerage and research services” includes (i) advice as to the value of securities; (ii) the advisability of investing in, purchasing or

selling securities; (iii) the availability of securities or of purchasers or sellers of securities; (iv) furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts; and (v) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement and custody) or required by rule or regulation in connection with such transactions.

Brokerage and research services received from such broker-dealers will be in addition to, and not in lieu of, the services required to be performed by the Adviser under the Advisory Agreement. The fees that the Portfolios pay to the Adviser are not reduced as a consequence of the Adviser’s receipt of brokerage and research services. To the extent the Portfolios’ transactions are used to obtain such services, the brokerage commissions paid by the Portfolios will exceed those that might otherwise be paid by an amount that cannot be presently determined. Such services generally would be useful and of value to the Adviser in serving one or more of its other clients, and, conversely, such services obtained by the placement of brokerage business of other clients generally would be useful to the Adviser in carrying out its obligations to the Portfolios. While such services are not expected to reduce the expenses of the Adviser, the Adviser would, through use of the services, avoid the additional expenses that would be incurred if it should attempt to develop comparable information through its own staff.

Subject to the overriding objective of obtaining the best execution of orders, the Adviser may allocate a portion of a Portfolio's brokerage transactions to affiliates of the Adviser. Under the 1940 Act, persons affiliated with a Portfolio and persons who are affiliated with such persons are prohibited from dealing with the Portfolio as principal in the purchase and sale of securities unless an exemptive order allowing such transactions is obtained from the SEC. The SEC has granted an exemptive order permitting each Portfolio to engage in principal transactions with J.P. Morgan Securities Inc., an affiliated broker, involving taxable money market instruments (including commercial paper, banker acceptances and medium term notes) and repurchase agreements. The orders are subject to certain conditions. An affiliated person of a Portfolio may serve as its broker in listed or over-the-counter transactions conducted on an agency basis provided that, among other things, the fee or commission received by such affiliated broker is reasonable and fair compared to the fee or commission received by non-affiliated brokers in connection with comparable transactions.

In addition, a Portfolio may not purchase securities during the existence of any underwriting syndicate for such securities of which JPMorgan Chase Bank or an affiliate is a member or in a private placement in which JPMorgan Chase Bank or an affiliate serves as placement agent except pursuant to procedures adopted by the Boards of Trustees of each Portfolio that either comply with rules adopted by the SEC or with interpretations of the SEC's staff. Each Portfolio expects to purchase securities from underwriting syndicates of which certain affiliates of J.P. Morgan Chase act as a member or manager. Such purchases will be effected in accordance with the conditions set forth in Rule 10f-3 under the 1940 Act and related procedures adopted by the Trustees, including a majority of the Trustees who are not “interested persons” of a Portfolio. Among the conditions are that the issuer of any purchased securities will have been in operation for at least three years, that not more than 25% of the underwriting will be purchased by a Portfolio and all other accounts over which the same investment adviser has investment discretion, and that no shares will be purchased from JPMDS or any of its affiliates.

On those occasions when the Adviser deems the purchase or sale of a security to be in the best interests of a Portfolio as well as other customers including other Portfolios, the Adviser to the extent permitted by applicable laws and regulations, may, but is not obligated to, aggregate the securities to be sold or purchased for a Portfolio with those to be sold or purchased for other customers in order to obtain best execution, including lower brokerage commissions if appropriate. In such event, allocation of the securities so purchased or sold as well as any expenses incurred in the transaction will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to a Portfolio. In some instances, this procedure might adversely affect a Portfolio.

If a Portfolio that writes options effects a closing purchase transaction with respect to an option written by it, normally such transaction will be executed by the same broker-dealer who executed the sale of the option. The writing of options by a Portfolio will be subject to limitations established by each of the exchanges governing the maximum number of options in each class which may be written by a single investor or group of investors acting in concert, regardless of whether the options are written on the same or different exchanges or are held or written in one or more accounts or through one or more brokers. The number of options that a Portfolio may write may be affected by options written by the Adviser for other investment advisory clients. An exchange may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions.

Allocation of transactions, including their frequency, to various broker-dealers is determined by a Portfolio’s Adviser based on its best judgment and in a manner deemed fair and reasonable to Shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, in selecting broker-dealers to execute a particular transaction, and in evaluating the best overall terms available, a Portfolio’s Adviser is authorized to consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolios and/or other accounts over which a Portfolio’s Adviser exercises investment discretion. A Portfolio’s Adviser may cause a Portfolio to pay a broker-dealer that furnishes brokerage and research services a higher commission than that which might be charged by another broker-dealer for effecting the same transaction, provided that a Portfolio’s Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either the particular transaction or the overall responsibilities of a Portfolio’s Adviser to the Portfolios. Such brokerage and research services might consist of reports and statistics on specific companies or industries, general summaries of groups of bonds and their comparative earnings and yields, or broad overviews of the securities markets and the economy, to the extent such services are permissible under the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934 and consistent with applicable SEC guidance and interpretation. Shareholders of the Portfolios should understand that the services provided by such brokers may be useful to a Portfolio’s Adviser in connection with its services to other clients and not all the services may be used by the Adviser in connection with the Portfolio.

Under JPMIM’s policy, “soft dollar” services refer to arrangements that fall within the safe harbor requirements of Section 28(e) of the Securities Exchange Act which allow JPMIM to allocate client brokerage transactions to a broker-dealer in exchange for products or services that are research and brokerage-related and enhance the investment decision-making process. These services include third party research, market data services and proprietary broker-dealer research. The Portfolios have stopped participating in soft dollar arrangements for market data services and third-party research. However, the Portfolios continue to receive proprietary research where broker-dealers typically incorporate the cost of such research into their commission structure. Many brokers do not assign a hard dollar value to the research they provide, but rather bundle the cost of such research into their commission structure. It is noted in this regard that some research that is available only under a bundled commission structure is particularly important to the investment process.

Investment decisions for each Portfolio are made independently from those for the other Portfolios or any other investment company or account managed by an Adviser. Any such other investment company or account may also invest in the same securities as the Trust. When a purchase or sale of the same security is made at substantially the same time on behalf of a given Portfolio and another Portfolio, investment company or account, the transaction will be averaged as to price, and available investments allocated as to amount, in a manner which the Adviser of the given Portfolio believes to be equitable to the Portfolio(s) and such other investment company or account. In some instances, this procedure may adversely affect the price paid or received by a Portfolio or the size of the position obtained by a Portfolio. To the extent permitted by law, the Adviser may aggregate the securities to be sold or purchased by it for a Portfolio with those to be sold or purchased by it for other Portfolios or for other investment companies or accounts in order to obtain best execution. In making investment recommendations for the Trust, the Adviser will not inquire or take into consideration whether an issuer of securities proposed for purchase or sale by the Trust is a customer of the

Adviser or their parents or subsidiaries or affiliates and in dealing with its commercial customers, the Adviser and their respective parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of such customers are held by the Trust.

The Portfolios paid the following brokerage commissions for the indicated periods (amounts in thousands):

	Fiscal Year Ended 12/31/05	Fiscal Year Ended 12/31/06	Fiscal Year Ended 12/31/07
Bond Portfolio
Total Brokerage Commissions	$62	$96	$20
Brokerage Commissions to Affiliated Broker Dealers	—	4	—
International Equity Portfolio
Total Brokerage Commissions	20	27	50
Brokerage Commissions to Affiliated Broker Dealers	—	—	—
Mid Cap Value Portfolio
Total Brokerage Commissions	212	187	222
Brokerage Commissions to Affiliated Broker Dealers	—	—	—
Small Company Portfolio
Total Brokerage Commissions	97	74	79
Brokerage Commissions to Affiliated Broker Dealers	—	—	—
U.S. Large Cap Core Equity Portfolio
Total Brokerage Commissions	36	23	34
Brokerage Commissions to Affiliated Broker Dealers	—	—	—

As of December 31, 2007, certain Portfolios owned securities of their regular broker-dealers (or parents) as shown below:

Fund	Name of Broker-Dealer	Value of Securities Owned ($)
Bond Portfolio	Bank of America Corporation	195,702
	Bear Stearns & Co. Inc.	238,902
	Citigroup Global Markets Inc.	86,720
	Credit Suisse First Boston LLC	687,051
	Deutsche Bank AG	92,219
	Goldman Sachs and Company	95,341
	Lehman Brothers Inc.	216,075
	Merrill Lynch & Co. Inc.	189,854

International Equity Portfolio	Barclays Capital Inc.	1,248,546
	HSBC Securities Inc.	2,320,355
	ICAP plc	1,205,086
	UBS Financial Services Inc.	1,586,105

U.S. Large Cap Core Equity	Bank of America Corporation	1,192,414
Portfolio	Citigroup Global Markets Inc.	590,272
	Lehman Brothers Inc.	248,672

For the fiscal year ended December 31, 2007, the Adviser allocated brokerage commissions to brokers who provided broker research, including third party research for the Portfolios, as follows:

Portfolio	Amount
Bond Portfolio	0
International Equity Portfolio	$ 42,370
Mid Cap Value Portfolio	$174,235
Small Company Portfolio	$ 58,350
U.S. Large Cap Core Equity Portfolio	$ 27,000

SHARES OF BENEFICIAL INTEREST

The Trust consists of an unlimited number of outstanding shares of beneficial interest which are divided into five series: Bond Portfolio, International Equity Portfolio, Mid Cap Value Portfolio, Small Company Portfolio and U.S. Large Cap Core Equity Portfolio. The Trust has the right to issue additional shares without the consent of shareholders and may allocate its additional shares to new series or to one or more of the five existing series.

The assets received by the Trust for the issuance or sale of shares of each Portfolio and all income, earnings, profits and proceeds thereof are specifically allocated to each Portfolio. They constitute the underlying assets of each Portfolio, are required to be segregated on the books of accounts and are to be charged with the expenses of such Portfolio. Any assets which are not clearly allocable to a particular Portfolio or Portfolios are allocated in a manner determined by the Board of Trustees. Accrued liabilities which are not clearly allocable to one or more Portfolios would generally be allocated among the Portfolios in proportion to their relative net assets before adjustment for such unallocated liabilities. Each issued and outstanding share in a Portfolio is entitled to participate equally in dividends and distributions declared with respect to such Portfolio and in the net assets of such Portfolio upon liquidation or dissolution remaining after satisfaction of outstanding liabilities.

The shares of each Portfolio are fully paid and non-assessable, will have no preference, preemptive, conversion, exchange or similar rights, and will be freely transferable. Shares do not have cumulative voting rights.

OFFERING AND REDEMPTION OF SHARES

The Trust offers shares of each Portfolio only for purchase by separate accounts established by Participating Insurance Companies or by Eligible Plans. It thus will serve as an investment medium for the Policies offered by Participating Insurance Companies and for participants in Eligible Plans. The offering is without a sales charge and is made at each Portfolio’s net asset value per share, which is determined in the manner set forth below under “Net Asset Value.”

As of May 1, 2006, the Mid Cap Value Portfolio and the Small Company Portfolio accept new purchases only as described below:

•

Each Portfolio will accept new purchases from existing variable annuity contracts and variable life insurance policies that offered that Portfolio as a funding vehicle prior to May 1, 2006.

•

Each Portfolio will accept new purchases from existing Eligible Plans that offered that Portfolio as a funding vehicle prior to May 1, 2006.

•

Dividends and capital gains distributions which are automatically reinvested in Portfolio shares will continue to be reinvested.

Each of the Mid Cap Value Portfolio and Small Company Portfolio will not allow any new variable annuity contracts, variable life insurance policies or Eligible Plans to offer the Portfolio on or after May 1, 2006; however, any contract owners of existing variable annuity contracts or variable life insurance policies or

participants in existing Eligible Plans will be permitted through the variable annuity contracts, variable life insurance policies or Eligible Plan, as applicable, to continue to purchase new shares on and after May 1, 2006.

The Trust redeems all full and fractional shares of the Trust at the net asset value per share applicable to each Portfolio. See “Net Asset Value” below.

Redemptions ordinarily are made in cash, but the Trust has authority, at its discretion, to make full or partial payment by assignment to the separate account of Portfolio securities at their value used in determining the redemption price. The Trust, nevertheless, pursuant to Rule 18f-1 under the 1940 Act, has filed a notification of election on Form N-18f-1, by which the Trust has committed itself to pay to the separate account in cash, all such separate account’s requests for redemption made during any 90-day period, up to the lesser of $250,000 or 1% of the applicable Portfolio’s net asset value at the beginning of such period. The securities, if any, to be paid in-kind to the separate account will be selected in such manner as the Board of Trustees deems fair and equitable. In such cases, the separate account or Eligible Plan might incur brokerage costs should it wish to liquidate these portfolio securities.

The Trust may suspend the right of redemption only under the following unusual circumstances:

(i)

when the New York Stock Exchange is closed (other than weekends and holidays) or trading is restricted;

(ii)

when an emergency exists as determined by the SEC, making disposal of portfolio securities or the valuation of net assets not reasonably practicable;

(iii)

during any period when the Securities and Exchange Commission has by order permitted a suspension of redemption for the protection of shareholders; or

(iv)

when Federal securities laws permit;

NET ASSET VALUE

Equity securities listed on a North American, Central American, South American or Caribbean securities exchange shall generally be valued at the last sale price on the exchange on which the security is principally traded that is reported before the time when the net assets of the Portfolios are valued. The value of securities listed on the NASDAQ Stock Market, Inc. shall generally be the NASDAQ Official Closing Price.

Generally, trading of foreign securities on most foreign markets is completed before the close in trading in U.S. markets. Additionally, trading on foreign markets may also take place on days on which the U.S. markets and the Funds are closed. The Portfolios have implemented fair value pricing on a daily basis for all equity securities, except for North American, Central American, South American and Caribbean equity securities, held by the Funds. The fair value pricing utilizes the quotations of an independent pricing service, unless the Adviser determines in accordance with procedures adopted by the Board, as discussed below that use of another fair valuation methodology is appropriate. To the extent that foreign equity securities are not fair valued utilizing quotations of an independent pricing service, such securities shall generally be valued using the price of the last sale or official close of the primary exchange on which the security is purchased that is reported before the time when the net assets of the Portfolios are valued.

For purposes of calculating NAV, all assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars at the prevailing market rates from an approved independent pricing service as of 4:00 PM EST.

Securities of open-end investment companies are valued at their respective NAVs.

Fixed income securities with a remaining maturity of 61 days or more are valued using market quotations available from and supplied daily independent or affiliated third party pricing services approved by

the Board or broker/dealers of comparable securities. It is anticipated that such pricing services and broker/dealers will generally provide bid-side quotations.

Certain fixed income securities, in accordance with the Portfolios’ pricing procedures, may be valued using market quotations provided by Bear Stearns PricingDirect Inc. ("Bear Stearns"), an affiliate of the Portfolios' Adviser. Bear Stearns provides these prices to other affiliated and non-affiliated entities for pricing purposes and the Portfolios are charged rates that are comparable to those charged to other affiliated or non-affiliated entities. The fixed income valuation prices provided by Bear Stearns to the Portfolios are the same prices that are provided to other affiliated and non-affiliated entities.

Emerging market debt securities, in accordance with the Portfolios’ pricing procedures, may be valued using market quotations provided by Emerging Markets Research, a pricing product supplied by JPMorgan Securities, Inc., an affiliate of the Portfolios’ Adviser. This product is supplied to other affiliated and non-affiliated entities for pricing purposes. All parties, including the Portfolios, are provided access to this product at no charge and the prices reflected are the same prices used to price the securities that comprise the JPMorgan Emerging Markets Bond Indices.

Generally, short-term investments which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days.

Swaps shall generally be valued by a Board approved independent or affiliated pricing service or at an evaluated price provided by a counterparty or third-party broker. Certain swaps, in accordance with the Portfolios’ pricing procedures, may be valued by JPMorgan Worldwide Securities Services Global Derivatives Services ("GDS"), a service offering within JPMorgan Chase Bank, an affiliate of the Portfolios’ Adviser or by Bear Stearns. These products are supplied to other affiliated and non-affiliated entities for pricing purposes and the Portfolios are charged rates that are comparable to those charged to other affiliated or non-affiliated entities. The swap valuation prices provided by GDS and Bear Stearns to the Portfolios are the same prices that are provided to other affiliated and non-affiliated entities. Futures, options and other derivatives are valued on the basis of available market quotations.

Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the general supervision and responsibility of the Trustees. The Board of Trustees has established a Valuation Committee to assist the Board in its oversight of the valuation of the Portfolios’ securities. The Portfolios’ Administrator has established a Fair Valuation Committee (“FVC”) to (1) make fair value determinations in certain pre-determined situations as outlined in the procedures approved by the Board and (2) provide recommendations to the Board’s Valuation Committee in other situations. This FVC includes senior representatives from the Portfolios’ management as well as the Funds’ investment adviser. Fair value situations could include, but are not limited to: (1) a significant event that affects the value of a Portfolio’s securities (e.g., news relating to natural disasters affecting an issuer’s operations or earnings announcements); (2) illiquid securities; (3) securities that may be defaulted or de-listed from an exchange and are no longer trading; or (4) any other circumstance in which the FVC believes that market quotations do not accurately reflect the value of a security.

DISTRIBUTIONS AND TAX MATTERS

The discussion below is generally based on the assumption that the shares of each Portfolio will be respected as owned by insurance company separate accounts or Eligible Plans. If this is not the case, the person or persons determined to own the Portfolio shares will be currently taxed on Portfolio distributions, and on the proceeds of any redemption of Fund shares, under the Internal Revenue Code of 1986, as amended (the “Code”).

Set forth below is a discussion of certain U.S. federal income tax consequences relating to the ownership of shares in the Portfolios by life insurance company separate accounts for the purpose of funding variable annuity contracts or variable life insurance policies (“variable insurance contracts”). This discussion does not purport to be complete or to deal with all aspects of federal income taxation. It deals only with the status of the Portfolios as regulated investment companies under Subchapter M of the Code, the regulations promulgated thereunder, published rulings and court decisions, all as currently in effect, and the application of the diversification rules of Section 817(h) of the Code. These laws are subject to change, possibly on a retroactive basis. Please consult your own tax advisor concerning the consequences of investing in the Portfolios in your particular circumstances under the Code and the laws of any other taxing jurisdiction.

For information concerning the federal income tax consequences to a holder of a variable insurance contract, refer to the prospectus or other documents for the particular contract. Because insurance companies (and certain other investors) will be the only shareholders of the Portfolio, no attempt is made here to describe the tax aspects of a direct investment in such Portfolio.

Each Portfolio generally will be treated as a separate corporation for federal income tax purposes, and thus the provisions of the Code generally will be applied to each Portfolio separately. Net long-term and short-term capital gains, net income and operating expenses therefore will be determined separately for each Portfolio.

Qualification as a Regulated Investment Company. Each Portfolio has elected to be taxed as a regulated investment company under Subchapter M of the Code and intends to meet all other requirements that are necessary for it to be relieved of federal taxes on income and gains it distributes to shareholders. As a regulated investment company, each Portfolio is not subject to federal income tax on the portion of its net investment income (i.e., its investment company taxable income, as that term is defined in the Code, without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to shareholders, provided that it distributes at least 90% of the sum of its net investment income for the year (the “Distribution Requirement”), and satisfies certain other requirements of the Code that are described below.

Capital Loss Carryforwards. For federal income tax purposes, the Portfolios listed below had capital loss carryforwards for the periods indicated :

Name of Portfolio	Capital Loss Carryforward	Expiration Date
Bond Portfolio
	375,278	12/31/2014
	723,965	12/31/ 2015
Total	1,099,243

U.S. Large Cap Core Equity Portfolio
	8,564,157	12/31/2010
	3,051,513	12/31/2011
Total	11,615,670

In addition to satisfying the Distribution Requirement, each Portfolio must derive at least 90% of its gross income from dividends, interest, certain payments with respect to loans of stock and securities, gains from the sale or disposition of stock, securities or foreign currencies and other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies.

Each Portfolio must also satisfy an asset diversification test in order to qualify as a regulated investment company. Under this test, at the close of each quarter of each Portfolio’s taxable year, (1) 50% or more of the value of the Portfolio’s assets must be represented by cash, United States government securities, securities of other regulated investment companies, and other securities, with such other securities limited, in respect of any

one issuer, to an amount not greater than 5% of the value of the Portfolio’s assets and 10% of the outstanding voting securities of such issuer and (2) not more than 25% of the value of the Portfolio’s assets may be invested in securities of (x) any one issuer (other than U.S. government securities or securities of other regulated investment companies), or of two or more issuers which the Portfolio controls and which are engaged in the same, similar or related trades or businesses or (y) one or more “qualified publicly traded partnerships” (as such term is defined in the Code).

If for any year a Portfolio does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders. Such distributions will generally be taxable to shareholders as qualified dividend income, as discussed below, and generally will be eligible for the dividends received deduction in the case of corporate shareholders.

Excise Tax on Regulated Investment Companies. A 4% non-deductible excise tax is imposed on a regulated investment company to the extent that it distributes income in such a way that it is taxable to shareholders in a calendar year other than the calendar year in which the Portfolio earned the income. Specifically, the excise tax will be imposed if a Portfolio fails to distribute in each calendar year an amount equal to 98% of qualified dividend income and ordinary taxable income for the calendar year and 98% of capital gain net income for the one-year period ending on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year). The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a regulated investment company is treated as having distributed otherwise retained amounts if it is subject to income tax on those amounts for any taxable year ending in such calendar year.

Each Portfolio intends to make sufficient distributions or deemed distributions of its qualified dividend income, ordinary income and capital gain net income prior to the end of each calendar year to avoid liability for this excise tax. However, investors should note that each Portfolio may in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability.

The excise tax generally is inapplicable to any regulated investment company whose sole shareholders are either tax-exempt pension trusts or separate accounts of life insurance companies funding variable contracts.

Federal Tax Matters. Policy owners should consult the applicable prospectus of the separate account of the Participating Insurance Company, and Eligible Plan participants should consult the Plan’s administrator or trustee, in order to determine the federal income tax consequences to such holders of an investment in the Portfolios.

Variable insurance contracts purchased through insurance company separate accounts provide for the accumulation of all earnings from interest, dividends, and capital appreciation without current federal income tax liability for the owner. Depending on the variable annuity or variable life contract, distributions from the contract may be subject to ordinary income tax and, in addition, on distributions before age 59½, a 10% penalty tax. Only the portion of a distribution attributable to income on the investment in the contract is subject to federal income tax.

Participating Insurance Companies and Eligible Plans should consult their tax advisors about federal, state and local tax consequences of investing in the Portfolios.

Variable Insurance Contracts. In addition to the diversification requirements applicable to all regulated investment companies discussed above, the Code imposes certain diversification standards on the underlying assets of variable life or variable annuity contracts held in the Portfolios. The Code provides that a variable annuity contract shall not be treated as an annuity contract for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the Treasury Department, adequately diversified.

Each Portfolio also intends to comply with the separate diversification requirements imposed by Section 817(h) of the Code and the regulations thereunder on certain insurance company separate accounts. These requirements, which are in addition to the diversification requirements imposed on a Portfolio by the 1940 Act and Subchapter M of the Code, place certain limitations on assets of each insurance company separate account used to fund variable insurance contracts. Because Section 817(h) and those regulations treat the assets of a Portfolio as assets of the related separate account, these regulations are imposed on the assets of the Portfolio. Specifically, the regulations provide that, after a one year start-up period or except as permitted by the “safe harbor” described below, as of the end of each calendar quarter or within 30 days thereafter no more than 55% of the value of its assets is represented by any one investment, no more than 70% of the value of its assets is represented by any two investments, no more than 80% of the value of its assets is represented by any three investments, and no more than 90% of the value of its assets is represented by any four investments. For purposes of this rule, all securities of the same issuer, all interests in a single real estate project, and all interests in the same commodity are treated as a single investment, but each U.S. government agency or instrumentality is treated as a separate issuer. Section 817(h) provides, as a safe harbor, that a separate account will be treated as being adequately diversified if the diversification requirements under Subchapter M are satisfied and no more than 55% of the value of its total assets consists of cash and cash items (including receivables), U.S. government securities, and securities of other regulated investment companies. Failure by a Portfolio to satisfy the Section 817(h) requirements would generally cause the variable contracts to lose their favorable tax status and require a contract holder to include in ordinary income any income accrued under the contracts for the current and all prior taxable years. This liability would generally arise prior to the receipt of payments under the contract. Under certain circumstances described in the applicable Treasury regulations, inadvertent failure to satisfy the applicable diversification requirements may be corrected, but such a correction would require a payment to the Internal Revenue Service ( “ IRS ” ) based on the tax contract holders would have incurred if they were treated as receiving the income on the contract for the period during which the diversification requirements were not satisfied. Any such failure may also result in adverse tax consequences for the insurance company issuing the contracts.

The IRS has indicated that a degree of investor control over the investment options underlying variable insurance contracts may interfere with the tax-deferred treatment described above. The Treasury Department has issued rulings addressing the circumstances in which a variable insurance contract owner’s control of the investments of the separate account may cause the contract owner, rather than the insurance company, to be treated as the owner of the assets held by the separate account, and is likely to issue additional rulings in the future. If the contract owner is considered the owner of the securities underlying the separate account, income and gains produced by those securities would be included currently in the contract owner’s gross income. A contract holder’s control of the investments of the separate accounts in this case is similar to, but different in certain respects from, those described by the IRS in rulings. It is possible that some of the Portfolios may be more specific in focus than the investment strategies described in certain IRS rulings in which “the ability to choose among broad investment strategies such as stocks, bonds, or money market instruments,” was held not to constitute sufficient control over individual investment decisions so as to cause ownership of such investments to be attributable to contract owners. However, in most, although not necessarily all circumstances, the Portfolios are not materially narrower in focus than the investment strategies described in more recent IRS rulings in which strategies, such as large company stocks, international stocks, small company stocks, mortgage-based securities, telecommunications stocks and financial services stocks, were held not to constitute sufficient control over individual investment decisions so as to cause ownership of such investments to be attributable to contract owners. The Regulations proposed by the Treasury Department in the summer of 2004 relating to § 817(h) and current published IRS guidance do not directly speak to the strategies such as those reflected in the Portfolios, described above. However, the IRS and the Treasury Department may in the future provide further guidance as to what it deems to constitute an impermissible level of “investor control” over a separate account’s investments in funds such as the Portfolios, and such guidance could affect the treatment of the Portfolios described herein, including retroactively.

In the event that additional rules or regulations are adopted, there can be no assurance that the Portfolios will be able to operate as currently described, or that such Portfolio will not have to change its investment

objective or investment policies. Each Portfolio’s investment objective and investment policies may be modified as necessary to prevent any such prospective rules and regulations from causing variable insurance contract owners to be considered the owners of the shares of the Portfolio.

Treasury regulations provide that a variable annuity contract will be able to look through to the assets held by a Portfolio for the purpose of meeting the diversification test if the Portfolio meets certain requirements. Each Portfolio will be managed in such a manner as to comply with the diversification requirements and to allow the variable annuity contracts to be treated as owning a proportionate share of such Portfolio’s assets. It is possible that in order to comply with the diversification requirements, less desirable investment decisions may be made which would affect the investment performance of such Portfolio.

The above discussion of the federal income tax treatment of the Portfolios assumes that all the insurance company accounts holding Shares of a Portfolio are either segregated asset accounts underlying variable contracts as defined in Section 817(d) of the Code or the general account of an insurance company as defined in Section 816 of the Code. Additional tax consequences may apply to holders of variable contracts investing in a Portfolio if any of those contracts are not treated as annuity, endowment or life insurance contracts.

Portfolio Investments. Each Portfolio may make investments or engage in transactions that affect the character, amount and timing of gains or losses realized by the Portfolio. Each Portfolio may make investments that produce income that is not matched by a corresponding cash receipt by the Portfolio. Any such income would be treated as income earned by the Portfolio and therefore would be subject to the distribution requirements of the Code. Such investments may require a Portfolio to borrow money or dispose of other securities in order to comply with those requirements. Each Portfolio may also make investments that prevent or defer the recognition of losses or the deduction of expenses. These investments may likewise require a Portfolio to borrow money or dispose of other securities in order to comply with the distribution requirements of the Code. Additionally, a Portfolio may make investments that result in the recognition of ordinary income rather than capital gain, or that prevent the Portfolio from accruing a long-term holding period. These investments may prevent a Portfolio from making capital gain distributions as described below. Each Portfolio intends to monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and records when it makes any such investments in order to mitigate the effect of these rules.

Certain of the Portfolios may invest in equity securities of foreign issuers. If a Portfolio purchases shares in certain foreign corporations (referred to as passive foreign investment companies (“PFICs”) under the Code), the Portfolio may be subject to federal income tax on a portion of any “excess distribution” from such foreign corporation, including any gain from the disposition of such shares, even if such income is distributed by the Portfolio to its shareholders. In addition, certain interest charges may be imposed on the Portfolio as a result of such distributions. If a Portfolio were to invest in an eligible PFIC and elected to treat the PFIC as a qualified electing fund (a “QEF”), in lieu of the foregoing requirements, the Portfolio would be required to include each year in its income and distribute to shareholders in accordance with the distribution requirements of the Code, a pro rata portion of the QEF’s ordinary earnings and net capital gain, whether or not distributed by the QEF to the Portfolio. Alternatively, a Portfolio generally will be permitted to “mark-to-market” any shares it holds in a PFIC. If a Portfolio made such an election, the Portfolio would be required to include in its income each year and distribute to shareholders in accordance with the distribution requirements of the Code, an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the taxable year over the adjusted basis of such stock at that time. A Portfolio would be allowed a deduction for the excess, if any, of the adjusted basis of the PFIC stock over its fair market value as of the close of the taxable year, but only to the extent of any net mark-to-market gains with respect to the stock included by the Portfolio for prior taxable years. Each Portfolio will make appropriate basis adjustments in the PFIC stock to take into account the mark-to-market amounts.

Notwithstanding any election made by a Portfolio, dividends attributable to distributions from a foreign corporation will not be eligible for the special tax rates applicable to qualified dividend income if the foreign

corporation is a PFIC either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.

Some of the Portfolios invest in real estate investment trusts (“REITs”). Such Portfolios’ investments in REIT equity securities may require the Portfolio to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, the Portfolio may be required to sell securities in its portfolio that it otherwise would have continued to hold (including when it is not advantageous to do so). The Portfolio’s investments in REIT equity securities may at other times result in the Portfolio’s receipt of cash in excess of the REIT’s earnings; if the Portfolio distributes such amounts, such distribution could constitute a return of capital to Portfolio shareholders for federal income tax purposes. Dividends received by the Portfolio from a REIT will generally not constitute qualified dividend income. REITs will generally be able to pass through the tax treatment of tax-qualified dividends they receive.

Some of the REITs in which the Portfolios may invest will be permitted to hold residual interests in real estate mortgage investment conduits (“REMICs”). Under Treasury obligations that have not yet been issued, but may apply retroactively, a portion of the Portfolio’s income from a REIT that is attributable to the REIT’s residual interest in REMIC (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. These regulations are also expected to provide that excess income inclusion income of a regulated investment company, such as the Portfolio, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest directly.

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelated business income, thereby potentially requiring such an entity that is allocated excess inclusion income, and that otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax.

Under current law, if a charitable remainder trust (defined in section 664 of the Code) realizes any unrelated business taxable income for a taxable year, it will lose its tax-exempt status for the year. In addition, if at any time during any taxable year a “disqualified organization” (as defined in the Code) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. For purposes of this rule, a charitable remainder trust is a disqualified organization but its allocable share of excess inclusion income is not unrelated business taxable income. Accordingly, if a charitable remainder trust owns an interest in the Funds it will not lose its tax-exempt status. The Fund itself, however, will be subject to the tax described above. The Portfolios do not intend to invest directly in residual interests in REMICs or to invest in REITs in which a substantial portion of the assets will consist of residual interests in REMICs.

Portfolio Distributions. Each Portfolio anticipates distributing substantially all of its net investment income for each taxable year. Dividends of net investment income paid to a noncorporate U.S. shareholder before January 1, 2011 that are designated as qualified dividend income will generally be taxable to such shareholder at a maximum rate of 15%. However, the amount of dividend income that may be so designated by a Portfolio will generally be limited to the aggregate of the eligible dividends received by the Portfolio. In addition, a Portfolio must meet certain holding period requirements with respect to the shares on which the Portfolio received the eligible dividends, and the noncorporate U.S. shareholder must meet certain holding period requirements with respect to the Portfolio shares. Dividends of net investment income that are not designated as qualified dividend income and dividends of net short-term capital gains will be taxable to shareholders at ordinary income rates. Dividends paid by a Portfolio with respect to a taxable year will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of

dividends received by the Portfolio from certain domestic corporations for the taxable year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year, including the portion of dividends paid that qualify for the reduced tax rate.

Ordinarily, shareholders are required to take taxable distributions by a Portfolio into account in the year in which the distributions are made. However, for federal income tax purposes, dividends that are declared by a Portfolio in October, November or December as of a record date in such month and actually paid in January of the following year will be treated as if they were paid on December 31 of the year declared. Therefore, such dividends will generally be taxable to a shareholder in the year declared rather than the year paid.

Each Portfolio may either retain or distribute to shareholders its net capital gain for each taxable year. Each Portfolio currently intends to distribute any such amounts. If net capital gain is distributed and designated as a “capital gain dividend”, it will be taxable to shareholders as long-term capital gain, regardless of the length of time the shareholder has held his shares or whether such gain was recognized by the Portfolio prior to the date on which the shareholder acquired its shares. Capital gain of a noncorporate U.S. shareholder that is recognized before January 1, 2011 is generally taxed at a maximum rate of 15% where the property is held by the Portfolio for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

Conversely, if a Portfolio elects to retain its net capital gain, the Portfolio will be taxed thereon (except to the extent of any available capital loss carryovers) at the 35% corporate tax rate. In such a case, it is expected that the Portfolio also will elect to have shareholders of record on the last day of its taxable year treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Portfolio on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.

Distributions by a Portfolio that do not constitute qualified dividend income, ordinary income dividends or capital gain dividends will be treated as a return of capital to the extent of (and in reduction of) the shareholder’s tax basis in its shares; any excess will be treated as gain from the sale of its shares, as discussed below.

Distributions by each Portfolio will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Portfolio (or of another portfolio). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the reinvestment date. In addition, prospective investors in a Portfolio should be aware that distributions from a Portfolio will, all other things being equal, have the effect of reducing the net asset value of the Portfolio’s shares by the amount of the distribution. If the net asset value is reduced below a shareholder’s cost, the distribution will nonetheless be taxable as described above, even if the distribution effectively represents a return of invested capital. Investors should consider the tax implications of buying shares just prior to a distribution, when the price of shares may reflect the amount of the forthcoming distribution.

Sale or Redemption of Shares. A shareholder will recognize gain or loss on the sale or redemption of shares in a Portfolio in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder’s adjusted tax basis in the shares. All or a portion of any loss so recognized may be disallowed if the shareholder acquires other shares of the Portfolio within a period of 61 days beginning 30 days before such disposition, such as pursuant to reinvestment of a dividend in shares of the Portfolio. Additionally, if a shareholder disposes of shares of a Portfolio within 90 days following their acquisition, and the shareholder subsequently re-acquires Portfolio shares pursuant to a reinvestment right received upon the purchase of the original shares, any load charge (i.e., sales or additional charge) incurred upon the acquisition of the original shares will not be taken into account as part of the shareholder’s basis for computing profit or loss upon the sale of the shares.

In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of a Portfolio will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for more than one year. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on (or undistributed capital gains credited with respect to) such shares. Capital gain of a noncorporate U.S. shareholder that is recognized before January 1, 2011 is generally taxed at a maximum rate of 15% where the property is held by the shareholder for more than one year. Capital gain of a corporate shareholder is taxed at the same rate as ordinary income.

Backup Withholding. Each Portfolio will be required in certain cases to backup withhold and remit to the U.S. Treasury a portion of qualified dividend income, ordinary income dividends and capital gain dividends, and the proceeds of redemption of shares, paid to any shareholder (1) who has provided either an incorrect tax identification number or no number at all, (2) who is subject to backup withholding by the IRS for failure to report the receipt of interest or dividend income properly or (3) who has failed to certify to the Portfolio that it is not subject to backup withholding or that it is a corporation or other “exempt recipient”. Backup withholding is not an additional tax and any amounts withheld may be refunded or credited against a shareholder’s federal income tax liability, provided the appropriate information is furnished to the IRS.

Foreign Shareholders. Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership (“foreign shareholder”) depends on whether the income from a Portfolio is “effectively connected” with a U.S. trade or business carried on by such shareholder. If the income from a Portfolio is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, dividends paid to such foreign shareholder from net investment income will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) on the gross amount of the dividend. Such a foreign shareholder would generally be exempt from U.S. federal income tax, including withholding tax, on gains realized on the sale of shares of the Portfolio, capital gain dividends and amounts retained by the Portfolio that are designated as undistributed capital gains. Generally, interest-related dividends and short-term capital gains dividends received from a regulated investment company are exempt from the 30-percent withholding tax. This exemption applies to both nonresident alien individuals and foreign corporations for dividends paid prior to January 1, 2008, and apply to income that would not be subject to the 30-percent tax if earned by the foreign person directly. With respect to interest-related dividends, this exemption does not apply if the Portfolio does not receive a statement in Internal Revenue Service Form W-8 stating that the shareholder is not a U.S. person. If the income from a Portfolio is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends, undistributed capital gains credited to such shareholder and any gains realized upon the sale of shares of the Portfolio will be subject to U.S. federal income tax at the graduated rates applicable to U.S. citizens or domestic corporations.

In the case of foreign noncorporate shareholders, a Portfolio may be required to backup withhold U.S. federal income tax on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Portfolio with proper notification of their foreign status.

The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of an investment in a Portfolio, the procedure for claiming the benefit of a lower treaty rate and the applicability of foreign taxes. Transfers by gift of shares of a Portfolio by an individual foreign shareholder will not be subject to U.S. federal gift tax, but the value of shares of a Portfolio held by such a shareholder at his death will generally be includible in his gross estate for U.S. federal estate tax purposes, subject to any applicable estate tax treaty.

Foreign Taxes. Certain of the Portfolios, particularly the International Equity Portfolio, may be subject to foreign withholding taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gain) received from sources within foreign countries. So long as more than 50% by value of the total assets of a Portfolio at the close of the taxable year consists of stock or securities of foreign issuers, the Portfolio

may elect to treat any foreign income taxes paid by it as paid directly by its shareholders.

If a Portfolio makes the election, each shareholder will be required to (i) include in gross income, even though not actually received, its pro rata share of the Portfolio’s foreign income taxes, and (ii) either deduct (in calculating U.S. taxable income) or credit (in calculating U.S. federal income tax) its pro rata share of the Portfolio’s income taxes. A foreign tax credit may not exceed the U.S. federal income tax otherwise payable with respect to the foreign source income. For this purpose, each shareholder must treat as foreign source gross income (i) its proportionate share of foreign taxes paid by the Portfolio and (ii) the portion of any actual dividend paid by the Portfolio which represents income derived from foreign sources; the gain from the sale of securities will generally be treated as U.S. source income and certain foreign currency gains and losses likewise will be treated as derived from U.S. sources. This foreign tax credit limitation is, with certain exceptions, applied separately to separate categories of income; dividends from a Portfolio paid in taxable years beginning before January 1, 2007 will be treated as “passive” or “financial services” income and dividends paid in taxable years beginning January 1, 2007 or later will generally be treated as “passive” or “general” income for this purpose. The effect of this limitation may be to prevent shareholders from claiming as a credit the full amount of their pro rata share of a Portfolio’s foreign income taxes. In addition, shareholders will not be eligible to claim a foreign tax credit with respect to foreign income taxes paid by a Portfolio unless certain holding period requirements are met.

Each Portfolio will make such an election only if it deems it to be in the best interest of its shareholders. A shareholder not subject to U.S. tax may prefer that this election not be made. Each Portfolio will notify shareholders in writing each year if it makes the election and of the amount of foreign income taxes, if any, to be passed through to the shareholders and the amount of foreign taxes, if any, for which shareholders of the Portfolio will not be eligible to claim a foreign tax credit because the holding period requirements (described above) have not been satisfied.

State and Local Tax Matters. Depending on the residence of the shareholders for tax purposes, distributions may also be subject to state and local taxes. Rules of state and local taxation regarding qualified dividend income, ordinary income dividends and capital gain dividends from regulated investment companies may differ from the U.S. federal income tax rules in other respects. Shareholders are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in the Portfolio.

DELAWARE BUSINESS TRUST

The Trust is a business organization of the type commonly known as a “Delaware Business Trust” of which each Portfolio is a series. The Trust has filed a certificate of trust with the office of the Secretary of State of Delaware. Except to the extent otherwise provided in the governing instrument of the business trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.

The Trust provides for the establishment of designated series of beneficial interests (the Portfolios) having separate rights, powers or duties with respect to specified property or obligations of the Trust or profits and losses associated with specified property or obligations, and, to the extent provided in the Declaration of Trust, any such series may have a separate business purpose or investment objective.

As a Delaware Business Trust, the Trust is not required to hold regular annual shareholder meetings and, in the normal course, does not expect to hold such meetings. The Trust is, however, required to hold shareholder meetings for such purposes as, for example: (i) approving certain agreements as required by the 1940 Act; (ii) changing fundamental investment objectives and restrictions of the Portfolios; and (iii) filling vacancies on the Board in the event that less than a majority of the Trustees were elected by shareholders. The Trust expects that there will be no meetings of shareholders for the purpose of electing trustees unless and until such time as less than a majority of the trustees holding office have been elected by shareholders. At such time, the trustees then in office will call a shareholder meeting for the election of trustees. In addition, holders of

record of not less than two-thirds of the outstanding shares of the Trust may remove a Trustee from office by a vote cast in person or by proxy at a shareholder meeting called for that purpose at the request of holders of 10% or more of the outstanding shares of the Trust. The Trust has the obligation to assist in any such shareholder communications. Except as set forth above, Trustees will continue in office and may appoint successor Trustees.

The Trust shall continue without limitation of time subject to the provisions in the Declaration of Trust concerning termination by action of the shareholders or by action of the Trustees upon notice to the shareholders.

ADDITIONAL INFORMATION

Principal Holders. As of March 31, 2008, the following persons owned of record, or are known by the Trust to own beneficially, 5% or more of the outstanding shares of the Portfolios. Although a shareholder’s beneficial ownership of more than 25% of the voting securities of a Portfolio may be deemed to result in “control” of the particular Portfolio, as of March 31, 2008, the Trust believes that no variable insurance contract owner owned beneficially more than 25% of the voting securities of any Portfolio.

JPMORGAN BOND PORTFOLIO
	GENERAL AMERICAN SEPARATE 7 MAIL CODE B1-08 13045 TESSON FERRY RD SAINT LOUIS MO 63128-3499	12.89%
	GENWORTH LIFE INSURANCE COMPANY OF NEW YORK (GLICNY) 6610 W BROAD ST RICHMOND VA 23230-1702	5.05%
	LINCOLN FINANCIAL GROUP ATTN: JENNIFER KROUSE 1300 S CLINTON ST MSC 2H-17 FORT WAYNE IN 46802-3506	12.58%
	MIDLAND NATIONAL LIFE-ANNUITY PO BOX 79907 DES MOINES IA 50325-0907	18.29%
	PRINCIPAL LIFE INSURANCE CO ATTN LIFE AND HEALTH ACCOUNTING 711 HIGH ST DES MOINES IA 50392-9992	7.14%
	SUN LIFE ASSURANCE COMPANY OF CANADA (US) - VUL ONE SUN LIFE EXECUTIVE PARK SC2145 WELLESLEY HILLS MA 02481-5615	36.51%
JPMORGAN INTERNATIONAL EQUITY PORTFOLIO
	ICMG REGISTERED VARIABLE LIFE SEPARATE ACCOUNT ATTN DAVID TEN BROECK PO BOX 2999 HARTFORD CT 06104-2999	7.17%
	KEMPER INVESTORS LIFE INSURANCE C/O PRODUCT VALUATION 1 SW SECURITY BENEFIT PL TOPEKA KS 66636-0001	28.77%

	LINCOLN FINANCIAL GROUP ATTN: JENNIFER KROUSE 1300 S CLINTON ST MSC 2H-17 FORT WAYNE IN 46802-3506			5.26%
	NATIONAL LIFE INSURANCE COMPANY SENTINEL ADVANTAGE ATTN PENNY DOOLY M415 1 NATIONAL LIFE DR MONTPELIER VT 05604-0001			5.70%
	SYMETRA LIFE INSURANCE CO ATTN LIFE FINANCE SEP ACCTS 777 108TH AVE NE STE 1200 BELLEVUE WA 98004-5135			36.81%
JPMORGAN MID CAP VALUE PORTFOLIO
		NATIONWIDE INSURANCE COMPANY C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	8.10%
		OHIO NATIONAL LIFE INS COMPANY FOR THE BENEFIT OF ITS SEPARATE ACCTS ATTN DAWN CAIN ONE FINANCIAL WAY CINCINNATI OH 45242-5851	65.61%
JPMORGAN SMALL COMPANY PORTFOLIO
	FARM BUREAU LIFE INSURANCE COMPANY ATTN MUTUAL FUNDS ACCOUNTING 5400 UNIVERSITY AVE W DES MOINES IA 50266-5950			8.49%
	KANSAS CITY LIFE INSURANCE COMPANY SMALL COMPANY PORTFOLIO- VAN ATTN DEBRA KARR PO BOX 219139 KANSAS CITY MO 64121-9139			5.67%
	KEMPER INVESTORS LIFE INSURANCE C/O PRODUCT VALUATION 1 SW SECURITY BENEFIT PL TOPEKA KS 66636-0001			9.32%
	OHIO NATIONAL LIFE INS COMPANY FOR THE BENEFIT OF ITS SEPARATE ACCTS ATTN DAWN CAIN ONE FINANCIAL WAY CINCINNATI OH 45242-5851			28.79%
JPMORGAN U.S. LARGE CAP CORE EQUITY PORTFOLIO
	HORACE MANN LIFE INSURANCE CO SEPARATE ACCOUNT ATTN WILLIAM J KELLY 1 HORACE MANN PLZ SPRINGFIELD IL 62715-0002			49.10%
	KANSAS CITY LIFE INSURANCE COMPANY EQUITY PORTFOLIO - VAN ATTN DEBRA KARR PO BOX 219139 KANSAS CITY MO 64121-9139			5.33%

LINCOLN FINANCIAL GROUP

ATTN: JENNIFER KROUSE

1300 S CLINTON ST MSC 2H-17

FORT WAYNE IN 46802-3506

9.54%

SUN LIFE ASSURANCE COMPANY

OF CANADA (US) - VA

RETIREMENT PRODUCTS & SERVICES

PO BOX 9134

WELLESLEY HLS MA 02481-9134

12.29%

SYMETRA LIFE INSURANCE CO

ATTN LIFE FINANCE SEP ACCTS

777 108TH AVE NE STE 1200

BELLEVUE WA 98004-5135

14.59%

FINANCIAL STATEMENTS

The financial statements of the Trust are incorporated by reference to this Statement of Additional Information. The financial statements for the fiscal year ended December 31, 2007, have been audited by PricewaterhouseCoopers, LLP, an independent registered public accounting firm to the Trust, as indicated in their reports with respect thereto, and are incorporated herein by reference in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. These financial statements are available without charge upon request by calling JPMorgan Funds Services at 1-800-480-4111.

APPENDIX A - DESCRIPTION OF SECURITY RATINGS

The following is a summary of published ratings by major credit rating agencies. Credit ratings evaluate only the safety of principal and interest payments, not the market value risk of lower quality securities. Credit rating agencies may fail to change credit ratings to reflect subsequent events on a timely basis. Although the investment adviser considers security ratings when making investment decisions, it also performs its own investment analysis and does not rely solely on the ratings assigned by credit agencies.

Unrated securities will be treated as non-investment grade securities unless the investment adviser determines that such securities are the equivalent of investment grade securities. Securities that have received different ratings from more than one agency are considered investment grade if at least one agency has rated the security investment grade.

DESCRIPTION OF COMMERCIAL PAPER RATING

Standard & Poor’s Rating Service (“S&P”)


A-1		Highest category of commercial paper. Capacity to meet financial commitment is strong. Obligations designated with a plus sign (+) indicate that capacity to meet financial commitment is extremely strong.

A-2		Issues somewhat more susceptible to adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the capacity to meet financial commitments is satisfactory.

A-3		Exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B		Regarded as having significant speculative characteristics. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

C		Currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D		In payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.

Fitch Ratings (“Fitch”)


F1		HIGHEST CREDIT QUALITY. Indicates the strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

F2		GOOD CREDIT QUALITY. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

F3		FAIR CREDIT QUALITY. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.

B		SPECULATIVE. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

C		HIGH DEFAULT RISK. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

A-1

RD		Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other obligations.

D		Indicates an entity or sovereign that has defaulted on all of its financial obligations.


“+” or ”-”		may be appended to a rating to denote relative status within major rating categories.

‘PIF’		denotes a security that is paid-in-full, matured, called, or refinanced.

‘NR’		indicates that Fitch Ratings does not rate the issuer or issue in question.

‘Withdrawn’		A rating is withdrawn when Fitch Ratings deems the amount of information available to be inadequate for rating purposes, or when an obligation matures, is called, or refinanced, or for any other reason Fitch Ratings deems sufficient.

Moody’s Investors Service, Inc. (“Moody’s”)
Prime-1		Superior ability for repayment, often evidenced by such characteristics as: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.

Prime-2		Strong capacity for repayment. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

Prime-3		Acceptable capacity for repayment. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

Not Prime		Does not fall within any of the Prime rating categories.
Dominion Bond Rating Service (“DBRS”)
R-1		Prime Credit Quality

R-2		Adequate Credit Quality

R-3		Speculative

D		Default

All three DBRS rating categories for short term debt use “high”, “middle” or “low” as subset grades to designate the relative standing of the credit within a particular rating category. The following comments provide separate definitions for the three grades in the Prime Credit Quality area.

A-2

R-1 (high)		Short term debt rated “R-1 (high)” is of the highest credit quality, and indicates an entity which possesses unquestioned ability to repay current liabilities as they fall due. Entities rated in this category normally maintain strong liquidity positions, conservative debt levels and profitability which is both stable and above average. Companies achieving an “R-1 (high)” rating are normally leaders in structurally sound industry segments with proven track records, sustainable positive future results and no substantial qualifying negative factors. Given the extremely tough definition which DBRS has established for an “R-1 (high)”, few entities are strong enough to achieve this rating.

R-1 (middle)		Short term debt rated “R-1 (middle)” is of superior credit quality and, in most cases, ratings in this category differ from “R-1 (high)” credits to only a small degree. Given the extremely tough definition which DBRS has for the “R-1 (high)” category (which few companies are able to achieve), entities rated “R-1 (middle)” are also considered strong credits which typically exemplify above average strength in key areas of consideration for debt protection.

R-1 (low)		Short term debt rated “R-1” (low) is of satisfactory credit quality. The overall strength and outlook for key liquidity, debt and profitability ratios is not normally as favorable as with higher rating categories, but these considerations are still respectable. Any qualifying negative factors which exist are considered manageable, and the entity is normally of sufficient size to have some influence in its industry.


R-2 (high); R-2 (middle); R-2 (low)		Short term debt rated “R-2” is of adequate credit quality and within the three subset grades, debt protection ranges from having reasonable ability for timely repayment to a level which is considered only just adequate. The liquidity and debt ratios of entities in the “R-2” classification are not as strong as those in the “R-1” category, and the past and future trend may suggest some risk of maintaining the strength of key ratios in these areas. Alternative sources of liquidity support are considered satisfactory; however, even the strongest liquidity support will not improve the commercial paper rating of the issuer. The size of the entity may restrict its flexibility, and its relative position in the industry is not typically as strong as an “R-1 credit”. Profitability trends, past and future, may be less favorable, earnings not as stabled, and there are often negative qualifying factors present which could also make the entity more vulnerable to adverse changes in financial and economic conditions.

R-3 (high); R-3 (middle); R-3 (low)		Short term debt rated “R-3” is speculative, and within the three subset grades, the capacity for timely payment ranges from mildly speculative to doubtful. “R-3” credits tend to have weak liquidity and debt ratios, and the future trend of these ratios is also unclear. Due to its speculative nature, companies with “R-3” ratings would normally have very limited access to alternative sources of liquidity. Earnings would typically be very unstable, and the level of overall profitability of the entity is also likely to be low. The industry environment may be weak, and strong negative qualifying factors are also likely to be present.

D		A security rated D implies the issuer has either not met a scheduled payment or the issuer has made it clear that it will be missing such a payment in the near future. In some cases, DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the D rating will continue as long as the missed payment continues to be in arrears, and until such time as the rating is suspended, discontinued, or reinstated by DBRS.

DESCRIPTION OF BANK RATINGS

Moody’s

Moody’s Bank Financial Strength Ratings (BFSRs) represent Moody’s opinion of a bank’s intrinsic safety and soundness and, as such, exclude certain external credit risks and credit support elements that are addressed by Moody’s Bank Deposit Ratings. In addition to commercial banks, Moody’s BFSRs may also be assigned to other types of financial institutions such as multilateral development banks, government-sponsored financial institutions and national development financial institutions.

A-3


A		These banks possess superior intrinsic financial strength. Typically they will be institutions with highly valuable and defensible business franchises, strong financial fundamentals, and a very predictable and stable operating environment.

B		These banks possess strong intrinsic financial strength. Typically, they will be institutions with valuable and defensible business franchises, good financial fundamentals, and a predictable and stable operating environment.

C		These banks possess adequate intrinsic financial strength. Typically, they will be institutions with more limited but still valuable and defensible business franchises. These banks will display either acceptable financial fundamentals within a predictable and stable operating environment, or good financial fundamentals within a less predictable and stable operating environment.

D		Banks rated D display modest intrinsic financial strength, potentially requiring some outside support at times. Such institutions may be limited by one or more of the following factors; a weak business franchise; financial fundamentals that are deficient in one or more respects; or an unpredictable and unstable operating environment.

E		Banks rated E display very modest intrinsic financial strength, with a higher likelihood of periodic outside support or an eventual need for outside assistance. Such institutions may be limited by one or more of the following factors: a weak and limited business franchise; financial fundamentals that are materially deficient in one or more respects; or a highly unpredictable or unstable operating environment.

Where appropriate, a “+” modifier will be appended to ratings below the “A” category and a “-” modifier will be appended to ratings above the “E” category to distinguish those banks that fall in intermediate categories.

DESCRIPTION OF BOND RATINGS

S&P

Corporate and Municipal Bond Ratings

Investment Grade


AAA		Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

AA		Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only to a small degree.

A		Debt rated A has a strong capacity to pay interest and repay principal; it is somewhat more susceptible, however, to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

BBB		Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions, or changing circumstances are more likely to impair the obligor’s capacity to pay interest and repay principal for debt in this category in higher-rated categories.

Speculative Grade

Debt rated BB, CCC, CC, and C is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions.

A-4


BB		Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB-rating.

B		Debt rated B has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.

		The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB-rating.

CCC		Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B-rating.

CC		The rating CC is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

C		The rating C is typically applied to debt subordinated to senior debt that is assigned an actual or implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

C1		The rating C1 is reserved for income bonds on which no interest is being paid.

D		Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating will also be used upon the filing of bankruptcy petition if debt service payments are jeopardized.

Plus(+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

c: The ‘c’ subscript is used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuer’s bonds are deemed taxable.

p: The letter “p” indicates that the rating is provisional. A provisional rating assumes the successful completion of the project being financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful and timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of, or the risk of default upon failure of, such completion. The investor should exercise his own judgment with respect to such likelihood and risk.

*: Continuance of the ratings is contingent upon Standard & Poor’s receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows.

r: The “r” is attached to highlight derivative, hybrid, and certain other obligations that S&P believes may experience high volatility or high variability in expected returns due to non-credit risks. Examples of such obligations are: securities whose principal or interest return is indexed to equities, commodities, or currencies; certain swaps and options; and interest only and principal only mortgage securities. The absence of an “r” symbol should not be taken as an indication that an obligation will exhibit no volatility or variability in total return.

A-5

N.R.

Not rated.

Debt obligations of issuers outside the United States and its territories are rated on the same basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of the obligor but do not take into account currency exchange and related uncertainties.

Moody’s

Long-Term Ratings: Bonds and Preferred Stock

Investment Grade

Aaa		Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa		Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present that make the long-term risks appear somewhat larger than with Aaa securities.

A		Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present that suggest a susceptibility to impairment sometime in the future.

Baa		Bonds which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Non-Investment Grade


Ba		Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. The protection of interest and principal payments may be no more than moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B		Bonds which are rated B generally lack characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa		Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca		Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C		Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

Moody’s applies numerical modifiers, 1, 2, and 3 in each generic rating classified from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in

A-6

the lower end of its generic rating category.

Corporate Short-Term Debt Ratings

Moody’s short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations. These obligations have an original maturity not exceeding one year, unless explicitly noted.

Moody’s employs the following three designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:


PRIME-1		Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.

PRIME-2		Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3		Issuers rated Prime-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime rating categories.

Fitch

Investment Grade

AAA		HIGHEST CREDIT QUALITY. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA		VERY HIGH CREDIT QUALITY. ‘AA’ ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A		HIGH CREDIT QUALITY. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

BBB		GOOD CREDIT QUALITY. ‘BBB’ ratings indicate that there is currently expectations of low credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

Speculative Grade

BB		SPECULATIVE. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to

A-7

		allow financial commitments to be met. Securities rated in this category are not investment grade.

B		HIGHLY SPECULATIVE. ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met: however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC, CC, C		HIGH DEFAULT RISK. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A ‘CC’ rating indicates that default of some kind appears probable. ‘C’ ratings signal imminent default.

RD		Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.

D		Indicates an entity or sovereign that has defaulted on all of its financial obligations.

DBRS

Bond and Long-Term Debt Rating Scale

The DBRS long-term debt rating scale is meant to give an indication of the risk that a borrower will not fulfill its full obligations in a timely manner, with respect to both interest and principal commitments. Every DBRS rating is based on quantitative and qualitative considerations relevant to the borrowing entity. Each rating category is denoted by the subcategories "high" and "low". The absence of either a "high" or "low" designation indicates the rating is in the "middle" of the category. The AAA and D categories do not utilize "high", "middle", and "low" as differential grades.

AAA			Bonds rated “AAA” are of the highest credit quality, with exceptionally strong protection for the timely repayment of principal and interest. Earnings are considered stable, the structure of the industry in which the entity operates is strong, and the outlook for future profitability is favorable. There are few qualifying factors present which would detract from the performance of the entity, the strength of liquidity and coverage ratios is unquestioned and the entity has established a creditable track record of superior performance. Given the extremely tough definition which DBRS has established for this category, few entities are able to achieve a AAA rating.

AA			Bonds rate “AA” are of superior credit quality, and protection of interest and principal is considered high. In many cases, they differ from bonds rated AAA only to a small degree. Given the extremely tough definition which DBRS has for the AAA category (which few companies are able to achieve), entities rated AA are also considered to be strong credits which typically exemplify above-average strength in key areas of consideration and are unlikely to be significantly affected by reasonably foreseeable events.

A			Bonds rated “A” are of satisfactory credit quality. Protection of interest and principal is still substantial, but the degree of strength is less than with AA rated entities. While a respectable rating, entities in the “A” category are considered to be more susceptible to adverse economic conditions and have greater cyclical tendencies than higher rated companies.

BBB			Bonds rated “BBB” are of adequate credit quality. Protection of interest and principal is considered adequate, but the entity is more susceptible to adverse changes in financial and economic conditions, or there may be other adversities present which reduce the strength of the entity and its rated securities.

BB			Bonds rated “BB” are defined to be speculative, where the degree of protection afforded interest and principal is uncertain, particularly during periods of economic recession. Entities in the BB area typically have limited access to capital markets and additional liquidity support and, in many cases, small size or lack of competitive strength may be additional negative considerations.

B			Bonds rated “B” are highly speculative and there is a reasonably high level of uncertainty which exists as to the ability of the entity to pay interest and principal on a continuing basis in the future, especially in periods of economic recession or industry adversity.

A-8


CCC/ CC/C		Bonds rated in any of these categories are very highly speculative and are in danger of default of interest and principal. The degree of adverse elements present is more severe than bonds rated “B”, Bonds rated below “B” often have characteristics which, if not remedied, may lead to default. In practice, there is little difference between the “C” to “CCC” categories, with “CC” and “C” normally used to lower ranking debt of companies where the senior debt is rated in the “CCC” to “B” range.

D		A security rated D implies the issuer has either not met a scheduled payment of interest or principal or that the issuer has made it clear that it will miss such a payment in the near future. In some cases, DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the D rating will continue as long as the missed payment continues to be in arrears, and until such time as the rating is suspended, discontinued, or reinstated by DBRS.

DESCRIPTION OF INSURANCE RATINGS

Moody’s

Insurance Financial Strength Ratings

Moody’s Insurance Financial Strength Ratings are opinions of the ability of insurance companies to repay punctually senior policyholder claims and obligations. Specific obligations are considered unrated unless they are individually rated because the standing of a particular insurance obligation would depend on an assessment of its relative standing under those laws governing both the obligation and the insurance company.

Moody’s rating symbols for Insurance Financial Strength Ratings are identical to those used to indicate the credit quality of long-term obligations. These rating gradations provide investors with a system for measuring an insurance company’s ability to meet its senior policyholder claims and obligations.

Aaa		Insurance companies rated in this category offer exceptional financial security. While the credit profile of these companies is likely to change, such changes as can be visualized are most unlikely to impair their fundamentally strong position.

Aa		These insurance companies offer excellent financial security. Together with the Aaa group, they constitute what are generally known as high grade companies. They are rated lower than Aaa companies because long-term risks appear somewhat larger.

A		Insurance companies rated in this category offer good financial security. However, elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa		Insurance companies rated in this category offer adequate financial security. However, certain protective elements may be lacking or may be characteristically unreliable over any great length of time.

Ba		Insurance companies rated in this category offer questionable financial security. Often the ability of these companies to meet policyholder obligations may be very moderate and thereby not well safeguarded in the future.

B		Insurance companies rated in this category offer poor financial security. Assurance of punctual payment of policyholder obligations over any long period of time is small.

Caa		Insurance companies rated in this category offer very poor financial security. They may be in default on their policyholder obligations or there may be present elements of danger with respect to punctual payment of policyholder obligations and claims.

Ca		Insurance companies rated in this category offer extremely poor financial security. Such companies are often in default on their policyholder obligations or have other marked shortcomings.

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Insurance companies rated in this category are the lowest rated class of insurance company and can be regarded as having extremely poor prospects of ever offering financial security.

Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. Numeric modifiers are used to refer to the ranking within a group — with 1 being the highest and 3 being the lowest. However, the financial strength of companies within a generic rating symbol (Aa, for example) is broadly the same.

Short-Term Insurance Financial Strength Ratings

These ratings represent Moody’s opinions of the ability of the insurance company to repay punctually its short-term senior policyholder claims and obligations. The ratings apply to senior policyholder obligations that mature or are payable within one year or less.

Specific obligations are considered unrated unless individually rated because the standing of a particular insurance obligation would depend on an assessment of its relative standing under those laws governing both the obligation and the insurance company.

P-1		Insurers (or supporting institutions) rated Prime-1 have a superior ability for repayment of senior short-term policyholder claims and obligations.

P-2		Insurers (or supporting institutions) rated Prime-2 have a strong ability for repayment of senior short-term policyholder claims and obligations.

P-3		Insurers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term policyholder claims and obligations.

NP		Insurers (or supporting institutions) rated Not Prime (NP) do not fall within any of the Prime rating categories.

S&P

An insurer rated “BBB” or higher is regarded as having financial security characteristics that outweigh any vulnerabilities, and is highly likely to have the ability to meet financial commitments.

AAA		Extremely Strong financial security characteristics. “AAA” is the highest Insurer Financial Strength Rating assigned by Standard & Poor’s.

AA		Very Strong financial security characteristics, differing only slightly from those rated higher.

A		Strong financial security characteristics, but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings.

BBB		Good financial security characteristics, but is more likely to be affected by adverse business conditions than are higher rated insurers.

An insurer rated “BB” or lower is regarded as having vulnerable characteristics that may outweigh its strengths. “BB” indicates the least degree of vulnerability within the range; “CC” the highest.


BB		Marginal financial security characteristics. Positive attributes exist, but adverse business conditions could lead to insufficient ability to meet financial commitments.

B		Weak financial security characteristics. Adverse business conditions will likely impair its ability to meet financial commitments.

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CCC		Very Weak financial security characteristics, and is dependent on favorable business conditions to meet financial commitments.

CC		Extremely Weak financial security characteristics and is likely not to meet some of its financial commitments.

R		An insurer rated R is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision, the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. The rating does not apply to insurers subject only to nonfinancial actions such as market conduct violations.

NR		Not Rated, which implies no opinion about the insurer’s financial security.

Plus (+) or minus (-) Following ratings from “AA” to “CCC” show relative standing within the major rating categories.

Fitch

Insurer Financial Strength Ratings

A Fitch insurer financial strength rating (“IFS rating”) provides an assessment of the financial strength of an insurance organization, and its capacity to meet senior obligations to policyholders and contract holders on a timely basis. The IFS rating is assigned to the insurance organization itself, and no liabilities or obligations of the insurer are specifically rated unless otherwise stated (for example, Fitch Ratings may separately rate the debt obligations of an insurer). The IFS rating can be assigned to insurance and reinsurance companies in all insurance sectors, including the life & health, property & casualty, mortgage, financial guaranty and title insurance sectors, as well as managed care companies such as health maintenance organizations.

The IFS rating uses the same ratings scale and symbols used by Fitch for its international ratings of long-term debt obligations and issuers. However, the definitions associated with the ratings reflect the unique aspects of the IFS rating within an insurance industry context. Ratings in the ‘AA’ through ‘CCC’ categories may be amended with a plus or minus sign to show relative standing within the major rating category. Ratings of ‘BBB-’ and higher are considered to be “Secure”, and those of ‘BB+’ and lower are considered to be “Vulnerable”.


AAA		EXCEPTIONALLY STRONG. Insurers assigned this highest rating are viewed as possessing exceptionally strong capacity to meet policyholder and contract obligations. For such companies, risk factors are minimal and the impact of any adverse business and economic factors is expected to be extremely small.

AA		VERY STRONG. Insurers are viewed as possessing very strong capacity to meet policyholder and contract obligations. Risk factors are modest, and the impact of any adverse business and economic factors is expected to be very small.

A		STRONG. Insurers are viewed as possessing strong capacity to meet policyholder and contract obligations. Risk factors are moderate, and the impact of any adverse business and economic factors is expected to be small.

BBB		GOOD. Insurers are viewed as possessing good capacity to meet policyholder and contract obligations. Risk factors are somewhat high, and the impact of any adverse business and economic factors is expected to be material, yet manageable.

BB		Moderately Weak. Insurers are viewed as moderately weak with an uncertain capacity to meet policyholder and contract obligations. Though positive factors are present, overall risk factors are high, and the impact of any adverse business and economic factors is expected to be significant.

B		Weak. Insurers are viewed as weak with a poor capacity to meet policyholder and contract obligations. Risk factors are very high, and the impact of any adverse business and economic factors is expected to be very significant.

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CCC, CC, C		Very Weak. Insurers rated in any of these three categories are viewed as very weak with a very poor capacity to meet policyholder and contract obligations. Risk factors are extremely high, and the impact of any adverse business and economic factors is expected to be insurmountable. A ‘CC’ rating indicates that some form of insolvency or liquidity impairment appears probable. A ‘C’ rating signals that insolvency or a liquidity impairment appears imminent.

DDD, DD, D		Distressed. These ratings are assigned to insurers that have either failed to make payments on their obligations in a timely manner, are deemed to be insolvent, or have been subjected to some form of regulatory intervention. Within the ‘DDD’-’D’ range, those companies rated ‘DDD’ have the highest prospects for resumption of business operations or, if liquidated or wound down, of having a vast majority of their obligations to policyholders and contract holders ultimately paid off, though on a delayed basis (with recoveries expected in the range of 90-100%). Those rated ‘DD’ show a much lower likelihood of ultimately paying off material amounts of their obligations in a liquidation or wind down scenario (in a range of 50-90%). Those rated ‘D’ are ultimately expected to have very limited liquid assets available to fund obligations, and therefore any ultimate payoffs would be quite modest (at under 50%).

“+” or “-“ may be appended to a rating to indicate the relative position of a credit within the rating category. Such suffixes are not added to ratings in the ‘AAA’ category or to ratings below the ‘CCC’ category.

Short-Term Insurer Financial Strength Ratings

A Fitch Short-Term Insurer Financial Strength Rating (ST-IFS Rating) provides an assessment of the near-term financial health of an insurance organization, and its capacity to meet senior obligations to policyholders and contractholders that would be expected to be due within one year. The analysis supporting the ST-IFS Rating encompasses all of the factors considered within the context of the IFS Rating, but with greater weighting given to an insurer’s near-term liquidity, financial flexibility and regulatory solvency characteristics, and less weight given to longer-term issues such as competitiveness and earnings trends.

Fitch will only assign a ST-IFS rating to insurers that also have been assigned an IFS rating. Currently, ST-IFS ratings are used primarily by U.S. life insurance companies that sell short-term funding agreements.

The ST-IFS rating uses the same international ratings scale used by Fitch for short-term debt and issuer ratings. Ratings of ‘F1’, ‘F2’ and ‘F3’ are considered to be “Secure”, while those of ‘B’ and below are viewed as “Vulnerable”.


F1		STRONG. Insurers are viewed as having a strong capacity to meet their near-term obligations. When an insurer rated in this rating category is designated with a (+) sign, it is viewed as having a very strong capacity to meet near-term obligations.

F2		MODERATELY STRONG. Insurers are viewed as having a moderately strong capacity to meet their near-term obligations.

F3		MODERATE. Insurers are viewed as having a moderate capacity to meet their near-term obligations, and a near-term adverse change in business or economic factors would likely move the insurer to a ‘vulnerable’ rating category.

B		WEAK. Insurers are viewed as having a weak capacity to meet their near-term obligations.

C		VERY WEAK. Insurers are viewed as having a very weak capacity to meet their near-term obligations.

D		DISTRESSED. Insurers have either been unable to meet near-term obligations, or the failure to meet such obligations is imminent.

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DESCRIPTION OF SHORT-TERM MUNICIPAL BOND RATINGS

Moody’s

Moody’s ratings for short-term municipal obligations are designated “Moody’s Investment Grade (“MIG”) or “Variable Moody’s Investment Grade” (“VMIG”), in the case of variable rate demand obligations (VRDOs). For VRDOs, a two-component rating is assigned. The first element represents an evaluation of the degree of risk associated with scheduled principal and interest payments, and the other represents an evaluation of the degree of risk associated with the demand feature. The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1. MIG ratings terminate at the retirement of the obligation while VMIG rating expiration will be a function of each issue’s specific structural or credit features. Those short-term obligations that are of speculative quality are designated SG.


MIG1/VMIG1		Superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.

MIG2/VMIG2		Strong credit quality. Margins of protection are ample although not so large as in the preceding group.

MIG3/VMIG3		Acceptable credit quality. Liquidity and cash flow protection may be narrow and marketing access for refinancing is likely to be less well established.

SG		Speculative quality. Debt instruments in this category lack margins of protection.

S&P

An S&P note rating reflects the liquidity concerns and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating.


SP-1		Strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus (+) designation.

SP-2		Satisfactory capacity to pay principal and interest.

SP-3		Speculative capacity to pay principal and interest.

DESCRIPTION OF PREFERRED STOCK RATINGS

Moody’s

Because of the fundamental differences between preferred stocks and bonds, a variation of our familiar bond rating symbols is used in the quality ranking of preferred stock. The symbols, presented below, are designed to avoid comparison with bond quality in absolute terms. It should always be borne in mind that preferred stock occupies a junior position to bonds within a particular capital structure and that these securities are rated within the universe of preferred stocks.


aaa		Top-quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.

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aa		High-grade preferred stock. This rating indicates that there is a reasonable assurance the earnings and asset protection will remain relatively well maintained in the foreseeable future.

a		Upper-medium grade preferred stock. While risks are judged to be somewhat greater than in the “aaa” and “aa” classifications, earnings and asset protection are, nevertheless, expected to be maintained at adequate levels.

baa		Medium-grade preferred stock, neither highly protected nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over any great length of time.

ba		Considered to have speculative elements and its future cannot be considered well assured. Earnings and asset protection may be very moderate and not well safeguarded during adverse periods. Uncertainty of position characterizes preferred stocks in this class.


b		Lacks the characteristics of a desirable investment. Assurance of dividend payments and maintenance of other terms of the issue over any long period of time may be small.

caa		Likely to be in arrears on dividend payments. This rating designation does not purport to indicate the future status of payments.

ca		Speculative in a high degree and is likely to be in arrears on dividends with little likelihood of eventual payments.

c		Lowest rated class of preferred or preference stock. Issues so rated can thus be regarded as having extremely poor prospects of ever attaining any real investment standing.

Note: Moody’s applies numerical modifiers 1, 2, and 3 in each rating classification; the modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category.

DBRS

Preferred Share Rating Scale

The DBRS preferred share rating scale is used in the Canadian securities market and is meant to give an indication of the risk that a borrower will not fulfill its full obligations in a timely manner, with respect to both dividend and principal commitments. Every DBRS rating is based on quantitative and qualitative considerations relevant to the borrowing entity. Each rating category is denoted by the subcategories "high" and "low". The absence of either a "high" or "low" designation indicates the rating is in the middle of the category.

Pfd-1		Preferred shares rated “Pfd-1” are of superior credit quality, and are supported by entities with strong earnings and balance sheet characteristics. “Pfd-1” generally corresponds with companies whose senior bonds are rated in the “AAA” or “AA” categories. As is the case with all rating categories, the relationship between senior debt ratings and preferred share ratings should be understood as one where the senior debt rating effectively sets a ceiling for the preferred shares issued by the entity. However, there are cases where the preferred share rating could be lower than the normal relationship with the issuer’s senior debt rating.

Pfd-2		Preferred shares rated “Pfd-2” are of satisfactory credit quality. Protection of dividends and principal is still substantial, but earnings, the balance sheet, and coverage ratios are not as strong as Pfd-1 rated companies. Generally, “Pfd-2” ratings correspond with companies whose senior bonds are rated in the “A” category.

Pfd-3		Preferred shares rated “Pfd-3” are of adequate credit quality. While protection of dividends and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adversities present which detract from debt protection. “Pfd-3” ratings generally correspond with companies whose senior bonds are rated in the higher end of the “BBB” category.

A-14

Pfd-4		Preferred shares rated “Pfd-4” are speculative, where the degree of protection afforded to dividends and principal is uncertain, particularly during periods of economic adversity. Companies with preferred shares rated “Pfd-4” generally coincide with entities that have senior bond ratings ranging from the lower end of the “BBB” category through the “BB” category.

Pfd-5		Preferred shares rated “Pfd-5” are highly speculative and the ability of the entity to maintain timely dividend and principal payments in the future is highly uncertain. The “Pfd-5” rating generally coincides with companies with senior bond ratings of “B” or lower. Preferred shares rated “Pfd-5” often have characteristics which, if not remedied, may lead to default.

“D”		A security rated D implies the issuer has either not met a scheduled dividend or principal payment or the issuer has made it clear it will miss such a payment in the near future. In some cases, DBRS may not assign a D rating under a bankruptcy announcement scenario, as allowances for grace periods may exist in the underlying legal documentation. Once assigned, the D rating will continue as long as the missed payment continues to be in arrears, and until such time as the rating is suspended, discontinued, or reinstated by DBRS.

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PART C

OTHER INFORMATION

Item 23.

Exhibits

(a)(1) Articles of Incorporation. Agreement and Declaration of Trust of The Chubb Series Trust dated October 27, 1993. Incorporated herein by reference to the Registrant's Registration Statement filed on April 16, 2004 (Accession Number 0001047469-04-012387).

(a)(2) Certificate of Amendment of Certificate of Trust dated December 31, 1996. Incorporated herein by reference to the Registrant's Registration Statement filed on April 16, 2004 (Accession Number 0001047469-04-012387).

(a)(3) Certificate of Amendment of Certificate of Trust dated January 1, 1998. Incorporated herein by reference to the Registrant's Registration Statement filed on April 16, 2004 (Accession Number 0001047469-04-012387).

(a)(4) Certificate of Amendment of Certificate of Trust dated May 16, 2001. Incorporated herein by reference to the Registrant's Registration Statement filed on April 16, 2004 (Accession Number 0001047469-04-012387).

(a)(5) Certificate of Amendment of Certificate of Trust dated July 31, 2003. Incorporated herein by reference to the Registrant's Registration Statement filed on April 16, 2004 (Accession Number 0001047469-04-012387).

(b)(1) By-laws. By-laws of Chubb Series Trust. Incorporated herein by reference to the Registrant's Registration Statement filed on April 16, 2004 (Accession Number 0001047469-04-012387).

(d)(1) Investment Advisory Contracts. Investment Advisory Agreement between JPM Series Trust II and J.P. Morgan Investment Management Inc. ("Morgan"). Incorporated by reference to post-effective number 6 to the Registration Statement filed with the Securities and Exchange Commission (the "Commission") on April 30, 1997 (Accession No. 0001016964-97-000061).

(d)(2) Form of Investment Advisory Agreement between JPM Series Trust II and Robert Fleming Inc. on behalf of the Mid Cap Value Portfolio. Incorporated by reference to post-effective number 15 to the Registration Statement filed with the Commission on August 15, 2001. (Accession No. 0000912057-01-529397).

(e)(1) Distribution Agreement between the Trust & JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Commission on April 20, 2005 (Accession Number 0001047469-05-010828).

(e)(2) Form of Amended Schedule B to the Distribution Agreement, amended as of February 14, 2008. Filed herewith.

(e)(3) Form of Amended Schedule C to the Distribution Agreement, amended as of February 14, 2008. Filed herewith.

(e)(4) Form of Amended Schedule D to the Distribution Agreement, amended as of February 14, 2008. Filed herewith.

(e)(5) Amended Schedule E to the Distribution Agreement, amended as of August 23, 2006. Filed herewith.

(e)(6) Form of Amended Schedule F to the Distribution Agreement, amended as of February 14, 2008. Filed herewith.

(f) Bonus or Profit Sharing Contracts. Not applicable.

(g)(1) Global Custody and Fund Accounting Agreement. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Commission on April 20, 2005 (Accession Number 0001047469-05-010828).

(g)(2) Form of Amendment to Global Custody and Fund Accounting Agreement, including Schedule A, dated May 1, 2006. Incorporated herein by reference to post-effective number 23 to the Registration Statement as filed with the Commission on April 28, 2006 (Accession Number 0001047469-06-005904.)

(g)(3) Amendment to Global Custody and Fund Accounting Agreement including Schedules C and D, dated as of September 1, 2007. Filed herewith.

(g)(4) Amendment to Global Custody and Fund Accounting Agreement including Schedules A and C, dated as of April 21, 2008. Filed herewith.

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(h)(1)(a) Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Commission on April 20, 2005 (Accession Number 0001047469-05-010828).

(h)(1)(b) Amendment as of January 31, 2007 to the Transfer Agency Agreement between JPMorgan Funds and BFDS dated February 18, 2005. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on April 27, 2007 (Accession Number 0001145443-07-001238).

(h)(1)(c) Form of Appendix A to the Transfer Agency Agreement (amended as of February 14, 2008). Filed herewith.

(h)(2)(a) Administrative Services Agreement between the Trust and JPMorgan Funds Management, Inc. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Commission on April 20, 2005 (Accession Number 0001047469-05-010828).

(h)(3) Form of Fund Participation Agreement. Incorporated by reference to post-effective number 6 to the Registration Statement filed with the Commission on April 30, 1997 (Accession No. 0001016964-97-000061).

(h)(4)(a) Fee Waiver Agreement dated December 11, 2003. Incorporated herein by reference to the Registrant's Registration Statement filed on April 16, 2004 (Accession Number 0001047469-04-012387).

(h)(4)(b) Fee Waiver Agreement. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Commission on April 20, 2005 (Accession Number 0001047469-05-010828).

(h)(4)(c) Form of Fee Waiver Agreement, dated May 1, 2008. Filed herewith.

(i) Legal Opinion. Legal Opinion of Prickett, Jones & Elliott, P.A. dated April 15, 2004. Incorporated herein by reference to the Registrant's Registration Statement filed on April 16, 2004 (Accession Number 0001047469-04-012387).

(j) Other Opinions. Consent of independent public accountants. Filed herewith.

(k) Omitted Financial Statements. Not applicable.

(l) Initial Capital Agreements. Share Subscription Agreement between The Chubb Series Trust and Chubb Life Insurance Company of America. Incorporated by reference post-effective amendment number 1 to the Registration statement filed with the Commission on December 10, 1993.

(m) Rule 12b-1 Plan. Not applicable.

(n) Rule 18f-3 Plan. Not applicable.

(o) Reserved.

(p)(1) Code of Ethics for the Funds. Incorporated herein by reference to the Registrant's Registration Statement filed on February 25, 2005 (Accession Number 0001047469-05-004844).

(p)(2) Code of Ethics for J.P. Morgan Investment Management Inc., effective February 1, 2005, revised September 18, 2007. Filed herewith.

(p)(3) Code of Ethics for JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant's Registration Statement filed on February 25, 2005 (Accession Number 0001047469-05-004844).

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OTHER EXHIBITS

(99) (c) Powers of Attorney for the Trustees. Incorporated by reference to the Registrant’s Registration Statement as file with the Securities and Exchange Commission on April 27, 2007 (Accession Number 0001145443-07-001238).

(99) (d) Power of Attorney for George Gatch. Filed herewith.

(99) (e) Power of Attorney for Stephanie J. Dorsey. Filed herewith.

(99) (f) Power of Attorney for John F. Williamson. Filed herewith.

Item 24. Persons Controlled by or under Common Control with Registrant

Not applicable.

Item 25. Indemnification

Reference is made to Article VII, Section 2 of Registrant's Declaration of Trust and Section 1.11 of Registrant's Distribution Agreement.

Registrant, its Trustees and officers are insured against certain expenses in connection with the defense of claims, demands, actions, suits, or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act"), may be permitted to directors, trustees, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, trustee, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suite or proceeding) is asserted against the

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Registrant by such director, trustee, officer or controlling person or principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser

The business of J.P. Morgan Investment Management Inc. is summarized in the Prospectuses constituting Part A of this Registration Statement, which is incorporated herein by reference. The business or other connections of each director and officer of J.P. Morgan Investment Management Inc. is currently listed in the investment adviser registration on Form ADV for J.P. Morgan Investment Management Inc. (File No. 801-21011) and is incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITERS.

(1) JPMorgan Distribution Services, Inc. is the principal underwriter of the Registrant's shares. JPMorgan Distribution Services, Inc. is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. JPMorgan Distribution Services, Inc. is located at 1111 Polaris Parkway, Columbus, Ohio 43240. JPMorgan Distribution Services, Inc. acts as the principal underwriter for the following additional investment companies:

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Group

J.P. Morgan Mutual Fund Investment Trust

J.P. Morgan Series Trust II

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Value Opportunities Fund Inc.

Undiscovered Managers Funds

JPMorgan Investment Trust

(2) The directors and officers of JPMorgan Distribution Services, Inc. are set forth below. The business address of each director or officer is 1111 Polaris Parkway, Columbus, Ohio 43240.

NAME	POSITIONS AND OFFICES WITH JPMORGAN DISTRIBUTION SERVICES, INC.	POSITIONS WITH REGISTRANT
George C.W. Gatch	Director, President	President

Michael R. Machulski	Director, Vice President & Treasurer	None

Robert L. Young	Director, Vice President	Senior Vice President

David J. Thorp, Jr.	Vice President	None

James C. Berry	Vice President & Secretary	None

Nancy E. Fields	Vice President	Assistant Secretary

Jessica K. Ditullio	Assistant Secretary	Assistant Secretary

Anthony J. Horan	Assistant Secretary	None

Frank J. Drozek	Assistant Treasurer	None

Christopher J. Mohr	Assistant Treasurer	None

(c)	Not applicable.

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ITEM 28. Location of Accounts and Records

All accounts, books, records and documents required pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of:

J.P. Morgan Investment Management Inc., the Registrant's investment adviser, at 245 Park Avenue, New York, NY 10167 (records relating to its functions as investment advisor).

J.P. Morgan Fund Distributors, Inc., the Registrant's distributor (through February 18, 2005), 245 Park Avenue, New York, New York 10167 (records relating to its functions as distributor).

JPMorgan Distribution Services, Inc., the Registrant's distributor at 1111 Polaris Parkway, Columbus, Ohio 43240 (records relating to its functions as distributor).

JPMorgan Chase Bank, N.A. 3 MetroTech Center, Brooklyn, New York 11245 (records relating to its functions as administrative services and shareholder servicing agent (through February 18, 2005), custodian and fund accountant).

JPMorgan Funds Management, Inc. (named One Group Administrative Services, Inc. through February 18, 2005), the Registrant's administrator (effective February 19, 2005), at 1111 Polaris Parkway, Columbus, Ohio 43240 (relating to its functions as administrator).

DST Systems Inc., the Registrant's transfer agent (through February 18, 2005), 210 West 10th Street, Kansas City, MO 64105

Boston Financial Data Services, Inc., the Registrant's transfer agent (effective February 19, 2005), 2 Heritage Drive, North Quincy, Massachusetts 02171.

C-5

ITEM 29. MANAGEMENT SERVICES.

Not applicable.

ITEM 30. UNDERTAKINGS.

(a) If the information called for by Item 5A of Form N-1A is contained in the latest annual report to shareholders, the Registrant shall furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders upon request and without charge.

(b) The Registrant undertakes to comply with Section 16(c) of the 1940 Act as though such provisions of the 1940 Act were applicable to the Registrant, except that the request referred to in the second full paragraph thereof may only be made by shareholders who hold in the aggregate at least 10% of the outstanding shares of the Registrant, regardless of the net asset value of shares held by such requesting shareholders.

C-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, J.P. Morgan Series Trust II, certifies that it meets all the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Columbus in the State of Ohio on the 24^th day of April, 2008.

J.P. MORGAN SERIES TRUST II

George C.W. Gatch*

George C.W. Gatch

President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 24^th day of April, 2008.

SIGNATURE	TITLE	DATE
CHERYL BALLENGER*	Trustee	April 27, 2007
Cheryl Ballenger

JERRY B. LEWIS*	Trustee	April 27, 2007
Jerry B. Lewis

JOHN R. RETTBERG*	Trustee	April 27, 2007
John R. Rettberg

JOHN F. RUFFLE*	Trustee	April 27, 2007
John F. Ruffle

KENNETH WHIPPLE, JR.*	Trustee	April 27, 2007
Kenneth Whipple, Jr.

JOHN F. WILLIAMSON*	Trustee	April 11, 2008
John F. Williamson

By	Stephanie J. Dorsey*	By	George C.W. Gatch*
	Stephanie J. Dorsey		George C.W. Gatch
	Treasurer		President

*By	/s/ Elizabeth A. Davin
	Elizabeth A. Davin
	Attorney-in-Fact

Exhibit No.

Description

(e)(2)

Form of Amended Schedule B to the Distribution Agreement, amended as of February 14, 2008

(e)(3)

Form of Amended Schedule C to the Distribution Agreement, amended as of February 14, 2008

(e)(4)

Form of Amended Schedule D to the Distribution Agreement, amended as of February 14, 2008

(e)(5)

Amended Schedule E to the Distribution Agreement, amended as of August 23, 2006

(e)(6)

Form of Amended Schedule F to the Distribution Agreement, amended as of February 14, 2008

(g)(3)

Amendment to Global Custody and Fund Accounting Agreement including Schedules C and D, dated as of September 1, 2007.

(g)(4)

Amendment to Global Custody and Fund Accounting Agreement including Schedules A and C, dated as of April 21, 2008.

(h)(1)(c)

Form of Appendix A to the Transfer Agency Agreement (amended as of February 14, 2008)

(h)(4)(c)

Form of Fee Waiver Agreement, dated May 1, 2008

(j)	Other Opinions. Consent of independent registered public account firm

(p)(2)

Code of Ethics for J.P. Morgan Investment Management Inc., effective February 1, 2005, revised September 18, 2007

(99)(d)

Power of Attorney for George C.W. Gatch

(99)(e)

Power of Attorney for Stephanie J. Dorsey

(99)(f)

Power of Attorney for John F. Williamson

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M7Z006OFBLP7Z8DJ=9;!`3V/KN0LK7^WQ"PY29?",``QMZ)2=BRTE(S(%=@=\ M+OW[-*CD+ZQUQBY"^3JOXK7:\NYN#M*H`QSI$8\2ET1$X^:6I M'W#)[;3-80AU!S5)E@,X2;-1I[*KJ^X?*]:IV.2EK6?;EB#!!LP&61'VGC'< MF]:V)$RA`UD*O<1<:&ALA'9),E(;=E8"9Q;';"SU*`5WPW?JJ2W2M(:&J')HH"JBM:3E=50\P(T]';]$0N# M.GI/8I7@82M!B;:T9,"C(7$@A8D[5&Y.4UAFW:&1"Y.9L=N)P*L*M=?>J)[& M,Z*I\.)J%L^W]C;A(`+9$_YCKBI3BPI4*=`RK6-2&.WMF+/H>-L)X/G-:5'7K4YJT9@JY>,%S2& M>,8D:7B8+W,X-/8"6"NV7LX@BZ]+F('Y9'4I8U:50>NQK,-D*[F`,.Q("X-1 M8`,+(+PM4&2^-3"ZK0F6;1\5)23`J;E);DL3(70>'AX>'AX>'AX>'F?WU-ML M6G2/4G;]D4O9=@5%8D#8E._!GM8&1&`FD-[PV9-'?Q)2*243.1WNFJJK9S[- M\C^]NHHBK^2>>6/+V>GXSSE.H734UD\\I$RLX.++*LDM?9 EX-99.(E)(2) 8 d23121_ex-e2.htm
SCHEDULE B

TO THE DISTRIBUTION AGREEMENT

(Amended as of February 14, 2008)

Money Market Funds

Current Name

Prior Name

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Money Market Fund

JPMorgan Federal Money Market Fund

JPMorgan Federal Money Market Fund

JPMorgan New York Municipal Market Fund

JPMorgan New York Tax Free Money Market Fund

JPMorgan Prime Money Market Fund

JPMorgan Prime Money Market Fund

JPMorgan Tax Free Money Market Fund

JPMorgan Tax Free Money Market Fund

JPMorgan U.S. Government Money Market Fund

One Group Government Money Market Fund

JPMorgan Michigan Municipal Money Market Fund

One Group Michigan Municipal Money Market Fund

JPMorgan Municipal Money Market Fund

One Group Municipal Money Market Fund

JPMorgan Ohio Municipal Money Market Fund

One Group Ohio Municipal Money Market Fund

JPMorgan Liquid Assets Money Market Fund

One Group Prime Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

One Group U.S. Treasury Securities Money Market Fund

Equity Funds

Current Name

Prior Name

JPMorgan Capital Growth Fund

JPMorgan Capital Growth Fund

JPMorgan Disciplined Equity Fund

JPMorgan Disciplined Equity Fund

JPMorgan Diversified Fund

JPMorgan Diversified Fund

JPMorgan Dynamic Small Cap Growth Fund

JPMorgan Dynamic Small Cap Fund (name effective until 6/29/07)

JPMorgan Asia Equity Fund

JPMorgan Fleming Asia Equity Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Fleming Emerging Markets Equity Fund

JPMorgan International Equity Fund

JPMorgan Fleming International Equity Fund

JPMorgan International Opportunities Fund

JPMorgan Fleming International Opportunities Fund

JPMorgan International Small Cap Equity Fund

JPMorgan Fleming International Small Cap Equity Fund

JPMorgan International Value Fund

JPMorgan Fleming International Value Fund

JPMorgan Intrepid European Fund

JPMorgan Fleming Intrepid European Fund

JPMorgan Intrepid Japan Fund (name change effective 3/31/08)

JPMorgan Fleming Japan Fund and JPMorgan Japan Fund

JPMorgan Intrepid International Fund

JPMorgan Fleming Tax Aware International Opportunities Fund and JPMorgan Tax Aware International Opportunities Fund

JPMorgan Growth and Income Fund

JPMorgan Growth and Income Fund

JPMorgan International Equity Portfolio

JPMorgan International Equity Portfolio

JPMorgan Intrepid America Fund

JPMorgan Intrepid America Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid Multi Cap Fund

JPMorgan Intrepid Investor Fund and JPMorgan Intrepid Contrarian Fund (name effective until 4/10/06)

JPMorgan Intrepid Value Fund

JPMorgan Intrepid Value Fund

JPMorgan Market Neutral Fund

JPMorgan Market Neutral Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Growth Advantage Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mid Cap Value Fund

JPMorgan Mid Cap Value Fund

JPMorgan Mid Cap Value Portfolio

JPMorgan Mid Cap Value Portfolio

B-1

JPMorgan Small Cap Equity Fund

JPMorgan Small Cap Equity Fund

JPMorgan Small Company Portfolio

JPMorgan Small Company Portfolio

JPMorgan Tax Aware Disciplined Equity Fund

JPMorgan Tax Aware Disciplined Equity Fund

JPMorgan Tax Aware Large Cap Growth Fund

JPMorgan Tax Aware Large Cap Growth Fund

JPMorgan Equity Income II Fund

JPMorgan Tax Aware Large Cap Value Fund (name effective until 9/15/06)

JPMorgan Tax Aware U.S. Equity Fund

JPMorgan Tax Aware U.S. Equity Fund

JPMorgan Small Cap Core Fund

JPMorgan Trust Small Cap Equity Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. Large Cap Core Equity Portfolio

JPMorgan U.S. Large Cap Core Equity Portfolio

JPMorgan U.S. Small Company Fund

JPMorgan U.S. Small Company Fund

JPMorgan Value Advantage Fund

N/A

Undiscovered Managers Small Cap Growth Fund

UM Small Cap Growth Fund

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Value Fund

Undiscovered Managers Behavioral Value Fund

JPMorgan Realty Income Fund

Undiscovered Managers REIT Fund

JPMorgan Intrepid Mid Cap Fund

One Group Diversified Mid Cap Fund and JPMorgan Diversified Mid Cap Fund

JPMorgan Equity Income Fund

One Group Equity Income Fund

JPMorgan Equity Index Fund

One Group Equity Index Fund

JPMorgan International Equity Index Fund

One Group International Equity Index Fund

JPMorgan Large Cap Growth Fund

One Group Large Cap Growth Fund

JPMorgan Large Cap Value Fund

One Group Large Cap Value Fund

JPMorgan Market Expansion Index Fund

One Group Market Expansion Index Fund

JPMorgan Multi-Cap Market Neutral Fund

One Group Market Neutral Fund

JPMorgan Diversified Mid Cap Growth Fund

One Group Mid Cap Growth Fund

JPMorgan Diversified Mid Cap Value Fund

One Group Mid Cap Value Fund

JPMorgan U.S. Real Estate Fund

One Group Real Estate Fund

JPMorgan Small Cap Growth Fund

One Group Small Cap Growth Fund

JPMorgan Small Cap Value Fund

One Group Small Cap Value Fund

JPMorgan Insurance Trust Balanced Portfolio

One Group Investment Trust Balanced Portfolio and JPMorgan Investment Trust Balanced Portfolio

JPMorgan Insurance Trust Diversified Equity Portfolio

One Group Investment Trust Diversified Equity Portfolio and JPMorgan Insurance Trust Diversified Equity Portfolio

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio

One Group Investment Trust Diversified Mid Cap Portfolio and JPMorgan Investment Trust Diversified Mid Cap Portfolio

JPMorgan Insurance Trust Equity Index Portfolio

One Group Investment Trust Equity Index Portfolio and JPMorgan Investment Trust Equity Index Portfolio

JPMorgan Insurance Trust Intrepid Growth Portfolio

One Group Investment Trust Large Cap Growth Portfolio, JPMorgan Investment Trust Large Cap Growth Portfolio and JPMorgan Insurance Trust Large Cap Growth Portfolio

JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio

One Group Investment Trust Mid Cap Growth Portfolio and JPMorgan Investment Trust Mid Cap Growth Portfolio

JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio

One Group Investment Trust Mid Cap Value Portfolio and JPMorgan Investment Trust Mid Cap Value Portfolio

JPMorgan Tax Aware Core Equity Fund

N/A

B-2

JPMorgan Tax Aware Diversified Equity Fund

N/A

JPMorgan U.S. Large Cap Core Plus Fund

N/A

JPMorgan Micro Cap Fund

N/A

Highbridge Statistical Market Neutral Fund

N/A

JPMorgan Intrepid Plus Fund

JPMorgan Intrepid Long/Short Fund (name effective until 11/1/07)

JPMorgan Strategic Small Cap Value Fund

N/A

JPMorgan Insurance Trust International Equity Portfolio

N/A

JPMorgan Insurance Trust Large Cap Value Portfolio

N/A

JPMorgan Insurance Trust Small Cap Equity Portfolio

N/A

JPMorgan International Realty Fund

N/A

JPMorgan China Region Fund

N/A

JPMorgan Global Focus Fund

N/A

JPMorgan Strategic Appreciation Fund

JPMorgan Global Strategic Appreciation Fund

JPMorgan Strategic Preservation Fund

JPMorgan Global Strategic Preservation Fund

JPMorgan India Fund

N/A

JPMorgan Latin America Fund

N/A

JPMorgan Russia Fund

N/A

JPMorgan Value Discovery Fund

N/A

JPMorgan Dynamic Growth Fund

N/A

JPMorgan Dynamic Small Cap Core Fund

N/A

JPMorgan International Value SMA Fund

N/A

JPMorgan U.S. Large Cap Value Plus Fund

N/A

JPMorgan Emerging Economies Fund

N/A

JPMorgan Intrinsic Value Fund

N/A

JPMorgan International Markets Fund (effective upon the effectiveness of the Fund’s registration statement)

N/A

Fixed Income Funds

Current Name

Prior Name

JPMorgan Bond Fund

JPMorgan Bond Fund

JPMorgan Bond Portfolio

JPMorgan Bond Portfolio

JPMorgan California Tax Free Bond Fund

JPMorgan California Bond Fund

JPMorgan Enhanced Income Fund

JPMorgan Enhanced Income Fund

JPMorgan Emerging Markets Debt Fund

JPMorgan Fleming Emerging Markets Debt Fund

JPMorgan Strategic Income Fund

JPMorgan Global Strategic Income Fund (name effective until 6/16/06)

JPMorgan Intermediate Tax Free Bond Fund

JPMorgan Intermediate Tax Free Income Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan New York Intermediate Tax Free Income Fund

JPMorgan Short Term Bond Fund

JPMorgan Short Term Bond Fund

JPMorgan Short Term Bond Fund II

JPMorgan Short Term Bond Fund II

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Tax Aware Short-Intermediate Income Fund

JPMorgan Tax Aware Short-Intermediate Income Fund

JPMorgan Arizona Municipal Bond Fund

One Group Arizona Municipal Bond Fund

JPMorgan Core Bond Fund

One Group Bond Fund

JPMorgan Government Bond Fund

One Group Government Bond Fund

JPMorgan High Yield Bond Fund

One Group High Yield Bond Fund

B-3

JPMorgan Core Plus Bond Fund

One Group Income Bond Fund

JPMorgan Intermediate Bond Fund

One Group Intermediate Bond Fund

JPMorgan Kentucky Municipal Bond Fund

One Group Kentucky Municipal Bond Fund

JPMorgan Louisiana Municipal Bond Fund

One Group Louisiana Municipal Bond Fund

JPMorgan Michigan Municipal Bond Fund

One Group Michigan Municipal Bond Fund

JPMorgan Mortgage-Backed Securities Fund

One Group Mortgage-Backed Securities Fund

JPMorgan Municipal Income Fund

One Group Municipal Income Fund

JPMorgan Ohio Municipal Bond Fund

One Group Ohio Municipal Bond Fund

JPMorgan Short Duration Bond Fund

One Group Short-Term Bond Fund

JPMorgan Short Term Municipal Bond Fund

One Group Short-Term Municipal Bond Fund

JPMorgan Tax Free Bond Fund

One Group Tax-Free Bond Fund

JPMorgan Treasury & Agency Fund

One Group Treasury & Agency Fund

JPMorgan Ultra Short Duration Bond Fund

One Group Ultra Short-Term Bond Fund and JPMorgan Ultra Short Term Bond Fund (name effective until 7/1/06)

JPMorgan West Virginia Municipal Bond Fund

One Group West Virginia Municipal Bond Fund

JPMorgan Insurance Trust Core Bond Portfolio

One Group Investment Trust Bond Portfolio and JPMorgan Investment Trust Bond Portfolio

JPMorgan Insurance Trust Government Bond Portfolio

One Group Investment Trust Government Bond Portfolio and JPMorgan Investment Trust Government Bond Portfolio

JPMorgan Tax Aware Real Return Fund

N/A

JPMorgan Real Return Fund

N/A

JPMorgan International Currency Income Fund

N/A

JPMorgan Tax Aware Real Return SMA Fund

N/A

JPMorgan Income Builder Fund

JPMorgan World Income Builder Fund

JPMorgan Tax Aware High Income Fund

N/A

Investor Funds

Current Name

Prior Name

JPMorgan Investor Balanced Fund

One Group Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

One Group Investor Conservative Growth Fund

JPMorgan Investor Growth & Income Fund

One Group Investor Growth & Income Fund

JPMorgan Investor Growth Fund

One Group Investor Growth Fund

B-4

JPMorgan SmartRetirement Funds

Current Name

Prior Name

JPMorgan SmartRetirement Income Fund

N/A

JPMorgan SmartRetirement 2010 Fund

N/A

JPMorgan SmartRetirement 2015 Fund

N/A

JPMorgan SmartRetirement 2020 Fund

N/A

JPMorgan SmartRetirement 2025 Fund

N/A

JPMorgan SmartRetirement 2030 Fund

N/A

JPMorgan SmartRetirement 2035 Fund

N/A

JPMorgan SmartRetirement 2040 Fund

N/A

JPMorgan SmartRetirement 2045 Fund

N/A

JPMorgan SmartRetirement 2050 Fund

N/A

*       *       *       *

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Group

J.P. Morgan Mutual Fund Investment Trust

Undiscovered Managers Funds

J.P. Morgan Series Trust II

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Insurance Trust

Each on behalf of itself and each of its Funds

By:

Name:

Title:

JPMORGAN DISTRIBUTION SERVICES, INC.

By:

Name:

Title:

B-5

EX-99.(E)(3) 9 d23121_ex-e3.htm
SCHEDULE C

TO THE DISTRIBUTION AGREEMENT

Shares Subject to Front-End Sales Load

(Amended as of February 14, 2008)

Equity Funds

Current Name

Prior Name

JPMorgan Capital Growth Fund

JPMorgan Capital Growth Fund

JPMorgan Disciplined Equity Fund

JPMorgan Disciplined Equity Fund

JPMorgan Diversified Fund

JPMorgan Diversified Fund

JPMorgan Dynamic Small Cap Growth Fund

JPMorgan Dynamic Small Cap Fund (name effective until 6/29/07)

JPMorgan Asia Equity Fund

JPMorgan Fleming Asia Equity Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Fleming Emerging Markets Equity Fund

JPMorgan International Equity Fund

JPMorgan Fleming International Equity Fund

JPMorgan International Opportunities Fund

JPMorgan Fleming International Opportunities Fund

JPMorgan International Small Cap Equity Fund

JPMorgan Fleming International Small Cap Equity Fund

JPMorgan International Value Fund

JPMorgan Fleming International Value Fund

JPMorgan Intrepid European Fund

JPMorgan Fleming Intrepid European Fund

JPMorgan Intrepid Japan Fund (name change effective 3/31/08)

JPMorgan Fleming Japan Fund and JPMorgan Japan Fund

JPMorgan Intrepid International Fund

JPMorgan Fleming Tax Aware International Opportunities Fund and JPMorgan Tax Aware International Opportunities Fund (this name change effective 12/15/2005)

JPMorgan Growth and Income Fund

JPMorgan Growth and Income Fund

JPMorgan Intrepid America Fund

JPMorgan Intrepid America Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid Multi Cap Fund

JPMorgan Intrepid Investor Fund and JPMorgan Intrepid Contrarian Fund (name effective until 4/10/06)

JPMorgan Intrepid Value Fund

JPMorgan Intrepid Value Fund

JPMorgan Market Neutral Fund

JPMorgan Market Neutral Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Growth Advantage Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mid Cap Value Fund

JPMorgan Mid Cap Value Fund

JPMorgan Small Cap Equity Fund

JPMorgan Small Cap Equity Fund

JPMorgan Tax Aware U.S. Equity Fund

JPMorgan Tax Aware U.S. Equity Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. Equity Fund

Undiscovered Managers Small Cap Growth Fund

UM Small Cap Growth Fund

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Value Fund

Undiscovered Managers Behavioral Value Fund

JPMorgan Realty Income Fund

Undiscovered Managers REIT Fund

JPMorgan Intrepid Mid Cap Fund

One Group Diversified Mid Cap Fund and JPMorgan Diversified Mid Cap Fund

JPMorgan Equity Income Fund

One Group Equity Income Fund

JPMorgan Equity Index Fund

One Group Equity Index Fund

JPMorgan International Equity Index Fund

One Group International Equity Index Fund

JPMorgan Large Cap Growth Fund

One Group Large Cap Growth Fund

JPMorgan Large Cap Value Fund

One Group Large Cap Value Fund

C-1

Current Name

Prior Name

JPMorgan Market Expansion Index Fund

One Group Market Expansion Index Fund

JPMorgan Multi-Cap Market Neutral Fund

One Group Market Neutral Fund

JPMorgan Diversified Mid Cap Growth Fund

One Group Mid Cap Growth Fund

JPMorgan Diversified Mid Cap Value Fund

One Group Mid Cap Value Fund

JPMorgan U.S. Real Estate Fund

One Group Real Estate Fund

JPMorgan Small Cap Growth Fund

One Group Small Cap Growth Fund

JPMorgan Small Cap Value Fund

One Group Small Cap Value Fund

JPMorgan Value Advantage Fund

N/A

JPMorgan U.S. Large Cap Core Plus Fund

N/A

JPMorgan Micro Cap Fund

N/A

Highbridge Statistical Market Neutral Fund

N/A

JPMorgan Intrepid Plus Fund

JPMorgan Intrepid Long/Short Fund (name effective until 11/1/07)

JPMorgan Strategic Small Cap Value Fund

N/A

JPMorgan International Realty Fund

N/A

JPMorgan China Region Fund

N/A

JPMorgan Global Focus Fund

N/A

JPMorgan Strategic Appreciation Fund

JPMorgan Global Strategic Appreciation Fund

JPMorgan Strategic Preservation Fund

JPMorgan Global Strategic Preservation Fund

JPMorgan India Fund

N/A

JPMorgan Latin America Fund

N/A

JPMorgan Russia Fund

N/A

JPMorgan Value Discovery Fund

N/A

JPMorgan Dynamic Growth Fund

N/A

JPMorgan Dynamic Small Cap Core Fund

N/A

JPMorgan U.S. Large Cap Value Plus Fund

N/A

JPMorgan U.S. Small Company Fund

N/A

JPMorgan Emerging Economies Fund

N/A

JPMorgan Intrinsic Value Fund

N/A

JPMorgan International Markets Fund (effective upon the effectiveness of the Fund’s registration statement)

N/A

Fixed Income Funds

Current Name

Prior Name

JPMorgan Bond Fund

JPMorgan Bond Fund

JPMorgan California Tax Free Bond Fund

JPMorgan California Bond Fund

JPMorgan Emerging Markets Debt Fund

JPMorgan Fleming Emerging Markets Debt Fund

JPMorgan Strategic Income Fund

JPMorgan Global Strategic Income Fund (name effective until 6/16/06)

JPMorgan Intermediate Tax Free Bond Fund

JPMorgan Intermediate Tax Free Income Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan New York Intermediate Tax Free Income Fund

JPMorgan Short Term Bond Fund

JPMorgan Short Term Bond Fund

JPMorgan Short Term Bond Fund II

JPMorgan Short Term Bond Fund II

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Arizona Municipal Bond Fund

One Group Arizona Municipal Bond Fund

JPMorgan Core Bond Fund

One Group Bond Fund

JPMorgan Government Bond Fund

One Group Government Bond Fund

JPMorgan High Yield Bond Fund

One Group High Yield Bond Fund

C-2

Current Name

Prior Name

JPMorgan Core Plus Bond Fund

One Group Income Bond Fund

JPMorgan Intermediate Bond Fund

One Group Intermediate Bond Fund

JPMorgan Kentucky Tax Free Bond Fund

One Group Kentucky Municipal Bond Fund

JPMorgan Louisiana Municipal Bond Fund

One Group Louisiana Municipal Bond Fund

JPMorgan Michigan Municipal Bond Fund

One Group Michigan Municipal Bond Fund

JPMorgan Mortgage-Backed Securities Fund

One Group Mortgage-Backed Securities Fund

JPMorgan Municipal Income Fund

One Group Municipal Income Fund

JPMorgan Ohio Municipal Bond Fund

One Group Ohio Municipal Bond Fund

JPMorgan Short Duration Bond Fund

One Group Short-Term Bond Fund

JPMorgan Short Term Municipal Bond Fund

One Group Short-Term Municipal Bond Fund

JPMorgan Tax Free Bond Fund

One Group Tax-Free Bond Fund

JPMorgan Treasury & Agency Fund

One Group Treasury & Agency Fund

JPMorgan Ultra Short Duration Bond Fund

One Group Ultra Short-Term Bond Fund and JPMorgan Ultra Short Term Bond Fund (name effective until 7/1/06)

JPMorgan West Virginia Municipal Bond Fund

One Group West Virginia Municipal Bond Fund

JPMorgan Tax Aware Real Return Fund

N/A

JPMorgan Real Return Fund

N/A

JPMorgan International Currency Income Fund

N/A

JPMorgan Income Builder Fund

JPMorgan World Income Builder Fund

JPMorgan Tax Aware High Income Fund

N/A

Investor Funds

Current Name

Prior Name

JPMorgan Investor Balanced Fund

One Group Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

One Group Investor Conservative Growth Fund

JPMorgan Investor Growth & Income Fund

One Group Investor Growth & Income Fund

JPMorgan Investor Growth Fund

One Group Investor Growth Fund

JPMorgan SmartRetirement Funds

Current Name

Prior Name

JPMorgan SmartRetirement Income Fund

N/A

JPMorgan SmartRetirement 2010 Fund

N/A

JPMorgan SmartRetirement 2015 Fund

N/A

JPMorgan SmartRetirement 2020 Fund

N/A

JPMorgan SmartRetirement 2025 Fund

N/A

JPMorgan SmartRetirement 2030 Fund

N/A

JPMorgan SmartRetirement 2035 Fund

N/A

JPMorgan SmartRetirement 2040 Fund

N/A

JPMorgan SmartRetirement 2045 Fund

N/A

JPMorgan SmartRetirement 2050 Fund

N/A

C-3

*       *       *       *

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Group

J.P. Morgan Mutual Fund Investment Trust

Undiscovered Managers Funds

J.P. Morgan Series Trust II

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Insurance Trust

Each on behalf of itself and each of its Funds

By:

Name:

Title:

JPMORGAN DISTRIBUTION SERVICES, INC.

By:

Name:

Title:

C-4

EX-99.(E)(4) 10 d23121_ex-e4.htm
SCHEDULE D

TO THE DISTRIBUTION AGREEMENT

Distribution Plan Classes

(Amended as of February 14, 2008)

Name of the Fund

Money Market Funds

Current Name

Prior Name

JPMorgan 100% U.S. Treasury Securities Money Market Fund – Morgan Class Shares

JPMorgan 100% U.S. Treasury Securities Money Market Fund – Morgan Class Shares

JPMorgan 100% U.S. Treasury Securities Money Market Fund – Reserve Class Shares

JPMorgan 100% U.S. Treasury Securities Money Market Fund – Reserve Class Shares

JPMorgan California Municipal Money Market Fund – Morgan Class Shares

JPMorgan California Tax Free Money Market Fund – Morgan Class Shares

JPMorgan California Municipal Money Market Fund – E*TRADE Class Shares

N/A

JPMorgan Federal Money Market Fund – Morgan Class Shares

JPMorgan Federal Money Market Fund – Morgan Class Shares

JPMorgan Federal Money Market Fund – Reserve Class Shares

JPMorgan Federal Money Market Fund – Reserve Class Shares

JPMorgan New York Municipal Market Fund – Morgan Class Shares

JPMorgan New York Tax Free Money Market Fund – Morgan Class Shares

JPMorgan New York Municipal Market Fund – Reserve Class Shares

JPMorgan New York Tax Free Money Market Fund – Reserve Class Shares

JPMorgan New York Municipal Money Market Fund – E*TRADE Class Shares

N/A

JPMorgan Prime Money Market Fund – Reserve Class Shares

JPMorgan Prime Money Market Fund – Reserve Class Shares

JPMorgan Prime Money Market Fund – Cash Management Shares

JPMorgan Prime Money Market Fund – Cash Management Shares

JPMorgan Tax Free Money Market Fund – Morgan Class Shares

JPMorgan Tax Free Money Market Fund – Morgan Class Shares

JPMorgan Tax Free Money Market Fund – Reserve Class Shares

JPMorgan Tax Free Money Market Fund – Reserve Class Shares

JPMorgan U.S. Government Money Market Fund – Morgan Class Shares

One Group Government Money Market Fund – Morgan Class Shares

JPMorgan U.S. Government Money Market Fund – Reserve Class Shares

One Group Government Money Market Fund – Class A Shares

JPMorgan U.S. Government Money Market Fund –-Service Shares

N/A

JPMorgan Michigan Municipal Money Market Fund -- Reserve Class Shares

One Group Michigan Municipal Money Market Fund -- Class A Shares

JPMorgan Michigan Municipal Money Market Fund -- Morgan Class Shares

One Group Michigan Municipal Money Market Fund -- Morgan Class Shares

JPMorgan Municipal Money Market Fund -- Service Shares

N/A

JPMorgan Municipal Money Market Fund -- Reserve Class Shares

One Group Municipal Money Market Fund -- Class A Shares

D-1

Current Name

Prior Name

JPMorgan Municipal Money Market Fund -- Morgan Class Shares

One Group Municipal Money Market Fund -- Morgan Class Shares

JPMorgan Municipal Money Market Fund – E*TRADE Class Shares

N/A

JPMorgan Ohio Municipal Money Market Fund -- Reserve Class Shares

One Group Ohio Municipal Money Market Fund -- Class A Shares

JPMorgan Ohio Municipal Money Market Fund -- Morgan Class Shares

One Group Ohio Municipal Money Market Fund -- Morgan Class Shares

JPMorgan Liquid Assets Money Market Fund -- Reserve Class Shares

One Group Prime Money Market Fund -- Class A Shares

JPMorgan Liquid Assets Money Market Fund -- Morgan Class Shares

One Group Prime Money Market Fund -- Morgan Class Shares

JPMorgan Liquid Assets Money Market Fund -- Service Shares

N/A

JPMorgan U.S. Treasury Plus Money Market Fund -- Reserve Class Shares

One Group U.S. Treasury Securities Money Market Fund -- Class A Shares

JPMorgan U.S. Treasury Plus Money Market Fund -- Morgan Class Shares

One Group U.S. Treasury Securities Money Market Fund -- Morgan Class Shares

Equity Funds

Current Name

Prior Name

JPMorgan Capital Growth Fund -- Class A Shares

JPMorgan Capital Growth Fund -- Class A Shares

JPMorgan Disciplined Equity Fund -- Class A Shares

JPMorgan Disciplined Equity Fund -- Class A Shares

JPMorgan Diversified Fund -- Class A Shares

JPMorgan Diversified Fund -- Class A Shares

JPMorgan Dynamic Small Cap Growth Fund -- Class A Shares

JPMorgan Dynamic Small Cap Fund -- Class A Shares

(name effective until 6/29/07)

JPMorgan Asia Equity Fund -- Class A Shares

JPMorgan Fleming Asia Equity Fund -- Class A Shares

JPMorgan Emerging Markets Equity Fund -- Class A Shares

JPMorgan Fleming Emerging Markets Equity Fund -- Class A Shares

JPMorgan International Equity Fund -- Class A Shares

JPMorgan Fleming International Equity Fund -- Class A Shares

JPMorgan International Opportunities Fund -- Class A Shares

JPMorgan Fleming International Opportunities Fund -- Class A Shares

JPMorgan International Small Cap Equity Fund -- Class A Shares

JPMorgan Fleming International Small Cap Equity Fund -- Class A Shares

JPMorgan International Value Fund -- Class A Shares

JPMorgan Fleming International Value Fund -- Class A Shares

JPMorgan Intrepid European Fund -- Class A Shares

JPMorgan Fleming Intrepid European Fund -- Class A Shares

JPMorgan Intrepid Japan Fund -- Class A Shares (name change effective 3/31/08)

JPMorgan Fleming Japan Fund -- Class A Shares and JPMorgan Japan Fund – Class A Shares

JPMorgan Intrepid International Fund -- Class A Shares

JPMorgan Fleming Tax Aware International Opportunities Fund -- Class A Shares and JPMorgan Tax Aware International Opportunities Fund – Class A Shares

JPMorgan Growth and Income Fund -- Class A Shares

JPMorgan Growth and Income Fund -- Class A Shares

JPMorgan Intrepid America Fund -- Class A Shares

JPMorgan Intrepid America Fund -- Class A Shares

JPMorgan Intrepid Growth Fund -- Class A Shares

JPMorgan Intrepid Growth Fund -- Class A Shares

JPMorgan Intrepid Multi Cap Fund -- Class A Shares

JPMorgan Intrepid Investor Fund -- Class A Shares and JPMorgan Intrepid Contrarian Fund – Class A (name effective until 4/10/06)

D-2

Current Name

Prior Name

JPMorgan Intrepid Value Fund -- Class A Shares

JPMorgan Intrepid Value Fund -- Class A Shares

JPMorgan Market Neutral Fund -- Class A Shares

JPMorgan Market Neutral Fund -- Class A Shares

JPMorgan Mid Cap Equity Fund -- Class A Shares

JPMorgan Mid Cap Equity Fund -- Class A Shares

JPMorgan Growth Advantage Fund -- Class A Shares

JPMorgan Mid Cap Growth Fund -- Class A Shares

JPMorgan Mid Cap Value Fund -- Class A Shares

JPMorgan Mid Cap Value Fund -- Class A Shares

JPMorgan Small Cap Equity Fund -- Class A Shares

JPMorgan Small Cap Equity Fund -- Class A Shares

JPMorgan Tax Aware U.S. Equity Fund -- Class A Shares

JPMorgan Tax Aware U.S. Equity Fund -- Class A Shares

JPMorgan U.S. Equity Fund -- Class A Shares

JPMorgan U.S. Equity Fund -- Class A Shares

Undiscovered Managers Small Cap Growth Fund -- Class A Shares

UM Small Cap Growth Fund -- Class A Shares

Undiscovered Managers Behavioral Growth Fund – Class A Shares

Undiscovered Managers Behavioral Growth Fund – Class A Shares

Undiscovered Managers Behavioral Growth Fund -- Investor Class Shares

Undiscovered Managers Behavioral Growth Fund -- Investor Class Shares

Undiscovered Managers Behavioral Value Fund -- Class A Shares

Undiscovered Managers Behavioral Value Fund -- Class A Shares

JPMorgan Realty Income Fund -- Class A Shares

Undiscovered Managers REIT Fund -- Class A Shares

JPMorgan Intrepid Mid Cap Fund -- Class A Shares

One Group Diversified Mid Cap Fund -- Class A Shares and JPMorgan Diversified Mid Cap Fund -- Class A Shares

JPMorgan Equity Income Fund -- Class A Shares

One Group Equity Income Fund -- Class A Shares

JPMorgan Equity Index Fund -- Class A Shares

One Group Equity Index Fund -- Class A Shares

JPMorgan International Equity Index Fund -- Class A Shares

One Group International Equity Index Fund -- Class A Shares

JPMorgan Large Cap Growth Fund -- Class A Shares

One Group Large Cap Growth Fund -- Class A Shares

JPMorgan Large Cap Value Fund -- Class A Shares

One Group Large Cap Value Fund -- Class A Shares

JPMorgan Market Expansion Index Fund -- Class A Shares

One Group Market Expansion Index Fund -- Class A Shares

JPMorgan Multi-Cap Market Neutral Fund - Class A Shares

One Group Market Neutral Fund - Class A Shares

JPMorgan Diversified Mid Cap Growth Fund -- Class A Shares

One Group Mid Cap Growth Fund -- Class A Shares

JPMorgan Diversified Mid Cap Value Fund -- Class A Shares

One Group Mid Cap Value Fund -- Class A Shares

JPMorgan U.S. Real Estate Fund -- Class A Shares

One Group Real Estate Fund -- Class A Shares

JPMorgan Small Cap Growth Fund -- Class A Shares

One Group Small Cap Growth Fund -- Class A Shares

JPMorgan Small Cap Value Fund -- Class A Shares

One Group Small Cap Value Fund -- Class A Shares

JPMorgan Value Advantage Fund – Class A Shares

N/A

JPMorgan U.S. Large Cap Core Plus Fund – Class A Shares

N/A

JPMorgan Micro Cap Fund -- Class A Shares

N/A

Highbridge Statistical Market Neutral Fund – Class A Shares

N/A

JPMorgan Intrepid Plus Fund – Class A Shares

JPMorgan Intrepid Long/Short Fund – Class A Shares (name effective until 11/1/07)

JPMorgan Strategic Small Cap Value Fund – Class A Shares

N/A

JPMorgan Insurance Trust Diversified Equity Portfolio – Class 2

N/A

D-3

Current Name

Prior Name

JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio – Class 2

N/A

JPMorgan Insurance Trust International Equity Portfolio – Class 2

N/A

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio – Class 2

N/A

JPMorgan Insurance Trust Intrepid Growth Portfolio – Class 2

JPMorgan Insurance Trust Large Cap Growth Portfolio – Class 2

JPMorgan Insurance Trust Large Cap Value Portfolio – Class 2

N/A

JPMorgan Insurance Trust Small Cap Equity Portfolio – Class 2

N/A

JPMorgan International Realty Fund – Class A Shares

N/A

JPMorgan China Region Fund – Class A Shares

N/A

JPMorgan Global Focus Fund -- Class A Shares

N/A

JPMorgan Strategic Appreciation Fund -- Class A Shares

JPMorgan Global Strategic Appreciation Fund -- Class A Shares

JPMorgan Strategic Preservation Fund --Class A Shares

JPMorgan Global Strategic Preservation Fund --Class A Shares

JPMorgan India Fund – Class A Shares

N/A

JPMorgan Latin America Fund -- Class A Shares

N/A

JPMorgan Russia Fund – Class A Shares

N/A

JPMorgan Value Discovery Fund – Class A Shares

N/A

JPMorgan Dynamic Growth Fund – Class A Shares

N/A

JPMorgan Dynamic Small Cap Core Fund – Class A Shares

N/A

JPMorgan U.S. Large Cap Value Plus Fund – Class A Shares

N/A

JPMorgan U.S. Small Company Fund – Class A Shares

N/A

JPMorgan Emerging Economies Fund – Class A Shares

N/A

JPMorgan Intrinsic Value Fund – Class A Shares

N/A

JPMorgan International Markets Fund – Class A Shares (effective upon the effectiveness of the Fund’s registration statement)

N/A

Fixed Income Funds

Current Name

Prior Name

JPMorgan Bond Fund -- Class A Shares

JPMorgan Bond Fund -- Class A Shares

JPMorgan California Tax Free Bond Fund -- Class A Shares

JPMorgan California Bond Fund -- Class A Shares

JPMorgan Emerging Markets Debt Fund – Class A Shares

JPMorgan Fleming Emerging Markets Debt Fund – Class A Shares

JPMorgan Strategic Income Fund -- Class A Shares

JPMorgan Global Strategic Income Fund -- Class A Shares (name effective until 6/16/06)

JPMorgan Strategic Income Fund -- M Class Shares

JPMorgan Global Strategic Income Fund -- M Class Shares (name effective until 6/16/06)

JPMorgan Intermediate Tax Free Bond Fund -- Class A Shares

JPMorgan Intermediate Tax Free Income Fund -- Class A Shares

JPMorgan New York Tax Free Bond Fund -- Class A Shares

JPMorgan New York Intermediate Tax Free Income Fund -- Class A Shares

D-4

Current Name

Prior Name

JPMorgan Short Term Bond Fund -- Class A Shares

JPMorgan Short Term Bond Fund -- Class A Shares

JPMorgan Short Term Bond Fund II -- Class A Shares

JPMorgan Short Term Bond Fund II -- Class A Shares

JPMorgan Short Term Bond Fund II -- Class M Shares

JPMorgan Short Term Bond Fund II -- Class M Shares

JPMorgan Tax Aware Enhanced Income Fund -- Class A Shares

JPMorgan Tax Aware Enhanced Income Fund -- Class A Shares

JPMorgan Arizona Municipal Bond Fund -- Class A Shares

One Group Arizona Municipal Bond Fund -- Class A Shares

JPMorgan Core Bond Fund -- Class A Shares

One Group Bond Fund -- Class A Shares

JPMorgan Government Bond Fund -- Class A Shares

One Group Government Bond Fund -- Class A Shares

JPMorgan High Yield Bond Fund -- Class A Shares

One Group High Yield Bond Fund -- Class A Shares

JPMorgan Core Plus Bond Fund -- Class A Shares

One Group Income Bond Fund -- Class A Shares

JPMorgan Intermediate Bond Fund -- Class A Shares

One Group Intermediate Bond Fund -- Class A Shares

JPMorgan Kentucky Municipal Bond Fund - Class A Shares

One Group Kentucky Municipal Bond Fund - Class A Shares

JPMorgan Louisiana Municipal Bond Fund -- Class A Shares

One Group Louisiana Municipal Bond Fund -- Class A Shares

JPMorgan Michigan Municipal Bond Fund -- Class A Shares

One Group Michigan Municipal Bond Fund -- Class A Shares

JPMorgan Mortgage-Backed Securities Fund - Class A Shares

One Group Mortgage Backed Securities Fund - Class A Shares

JPMorgan Municipal Income Fund -- Class A Shares

One Group Municipal Income Fund -- Class A Shares

JPMorgan Ohio Municipal Bond Fund -- Class A Shares

One Group Ohio Municipal Bond Fund -- Class A Shares

JPMorgan Short Duration Bond Fund -- Class A Shares

One Group Short-Term Bond Fund -- Class A Shares

JPMorgan Short Term Municipal Bond Fund -- Class A Shares

One Group Short-Term Municipal Bond Fund -- Class A Shares

JP Morgan Tax Free Bond Fund -- Class A Shares

One Group Tax-Free Bond Fund -- Class A Shares

JP Morgan Treasury & Agency Fund -- Class A Shares

One Group Treasury & Agency Fund -- Class A Shares

JP Morgan Ultra Short Duration Bond Fund -- Class A Shares

One Group Ultra Short-Term Bond Fund -- Class A Shares and JP Morgan Ultra Short Term Bond Fund -- Class A Shares (name effective until 7/1/06)

JP Morgan West Virginia Municipal Bond Fund -- Class A Shares

One Group West Virginia Municipal Bond Fund -- Class A Shares

JPMorgan Tax Aware Real Return Fund – Class A Shares

N/A

JPMorgan Real Return Fund – Class A Shares

N/A

JPMorgan Insurance Trust Core Bond Portfolio – Class 2

N/A

JPMorgan International Currency Income Fund – Class A Shares

N/A

JPMorgan Income Builder Fund – Class A Shares

JPMorgan World Income Builder Fund – Class A Shares

JPMorgan Tax Aware High Income Fund – Class A Shares

N/A

D-5

Investor Funds

Current Name

Prior Name

JPMorgan Group Investor Balanced Fund -- Class A Shares

One Group Investor Balanced Fund -- Class A Shares

JP Morgan Conservative Growth Fund -- Class A Shares

One Group Investor Conservative Growth Fund -- Class A Shares

JPMorgan Investor Growth & Income Fund -- Class A Shares

One Group Investor Growth & Income Fund -- Class A Shares

JPMorgan Investor Growth Fund -- Class A Shares

One Group Investor Growth Fund -- Class A Shares

JPMorgan SmartRetirement Funds

Current Name

Prior Name

JPMorgan SmartRetirement Income Fund – Class A Shares

N/A

JPMorgan SmartRetirement 2010 Fund – Class A Shares

N/A

JPMorgan SmartRetirement 2015 Fund – Class A Shares

N/A

JPMorgan SmartRetirement 2020 Fund – Class A Shares

N/A

JPMorgan SmartRetirement 2025 Fund ) – Class A Shares

N/A

JPMorgan SmartRetirement 2030 Fund – Class A Shares

N/A

JPMorgan SmartRetirement 2035 Fund – Class A Shares

N/A

JPMorgan SmartRetirement 2040 Fund – Class A Shares

N/A

JPMorgan SmartRetirement 2045 Fund – Class A Shares

N/A

JPMorgan SmartRetirement 2050 Fund – Class A Shares

N/A

D-6

*       *       *       *

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Group

J.P. Morgan Mutual Fund Investment Trust

Undiscovered Managers Funds

J.P. Morgan Series Trust II

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Insurance Trust

Each on behalf of itself and each of its Funds

By:

Name:

Title:

JPMORGAN DISTRIBUTION SERVICES, INC.

By:

Name:

Title:

D-7

EX-99.(E)(5) 11 d23121_ex-e5.htm
SCHEDULE E

TO THE DISTRIBUTION AGREEMENT

CDSC Shares
(Class B Shares)

(Effective as of August 23, 2006)

Name of the Fund

Money Market Funds

Current Name

Prior Name

JPMorgan Prime Money Market Fund -- Class B Shares

JPMorgan Prime Money Market Fund -- Class B Shares

JPMorgan Liquid Assets Money Market Fund -- Class B Shares

One Group Prime Money Market Fund -- Class B Shares

JPMorgan U.S. Treasury Plus Money Market Fund -- Class B Shares

One Group U.S. Treasury Securities Money Market Fund -- Class B Shares

Equity Funds

Current Name

Prior Name

JPMorgan Capital Growth Fund -- Class B Shares

JPMorgan Capital Growth Fund -- Class B Shares

JPMorgan Diversified Fund -- Class B Shares

JPMorgan Diversified Fund -- Class B Shares

JPMorgan Dynamic Small Cap Fund -- Class B Shares

JPMorgan Dynamic Small Cap Fund -- Class B Shares

JPMorgan Emerging Markets Equity Fund -- Class B Shares

JPMorgan Fleming Emerging Markets Equity Fund – Class B Shares

JPMorgan International Equity Fund -- Class B Shares

JPMorgan Fleming International Equity Fund -- Class B Shares

JPMorgan International Opportunities Fund -- Class B Shares

JPMorgan Fleming International Opportunities Fund – Class B Shares

JPMorgan International Small Cap Equity Fund -- Class B Shares

JPMorgan Fleming International Small Cap Equity Fund -- Class B Shares

JPMorgan International Value Fund -- Class B Shares

JPMorgan Fleming International Value Fund -- Class B Shares

JPMorgan Intrepid European Fund -- Class B Shares

JPMorgan Fleming Intrepid European Fund -- Class B Shares

JPMorgan Japan Fund -- Class B Shares

JPMorgan Fleming Japan Fund -- Class B Shares

JPMorgan Growth and Income Fund -- Class B Shares

JPMorgan Growth and Income Fund -- Class B Shares

E-1

JPMorgan Market Neutral Fund -- Class B Shares

JPMorgan Market Neutral Fund -- Class B Shares

JPMorgan Growth Advantage Fund -- Class B Shares

JPMorgan Mid Cap Growth Fund -- Class B Shares

JPMorgan Mid Cap Value Fund -- Class B Shares

JPMorgan Mid Cap Value Fund -- Class B Shares

JPMorgan Small Cap Equity Fund -- Class B Shares

JPMorgan Small Cap Equity Fund -- Class B Shares

JPMorgan Tax Aware U.S. Equity Fund -- Class B Shares

JPMorgan Tax Aware U.S. Equity Fund -- Class B Shares

JPMorgan U.S. Equity Fund -- Class B Shares

JPMorgan U.S. Equity Fund -- Class B Shares

Undiscovered Managers Behavioral Growth Fund -- Class B Shares

Undiscovered Managers Behavioral Growth Fund -- Class B Shares

Undiscovered Managers Behavioral Value Fund -- Class B Shares

Undiscovered Managers Behavioral Value Fund -- Class B Shares

JPMorgan Realty Income Fund -- Class B Shares

Undiscovered Managers REIT Fund -- Class B Shares (this name change effective 12/31/05)

JPMorgan Intrepid Mid Cap Fund -- Class B Shares

One Group Diversified Mid Cap Fund -- Class B Shares and JPMorgan Diversified Mid Cap Fund -- Class B Shares

JPMorgan Equity Income Fund -- Class B Shares

One Group Equity Income Fund -- Class B Shares

JPMorgan Equity Index Fund -- Class B Shares

One Group Equity Index Fund -- Class B Shares

JPMorgan International Equity Index Fund -- Class B Shares

One Group International Equity Index Fund -- Class B Shares

JPMorgan Large Cap Growth Fund -- Class B Shares

One Group Large Cap Growth Fund -- Class B Shares

JPMorgan Large Cap Value Fund -- Class B Shares

One Group Large Cap Value Fund -- Class B Shares

JPMorgan Market Expansion Index Fund -- Class B Shares

One Group Market Expansion Index Fund -- Class B Shares

JPMorgan Multi-Cap Market Neutral Fund - Class B Shares

One Group Market Neutral Fund - Class B Shares

JPMorgan Diversified Mid Cap Growth Fund -- Class B Shares

One Group Mid Cap Growth Fund -- Class B Shares

JPMorgan Diversified Mid Cap Value Fund -- Class B Shares

One Group Mid Cap Value Fund -- Class B Shares

E-2

JPMorgan Small Cap Growth Fund -- Class B Shares

One Group Small Cap Growth Fund -- Class B Shares

JPMorgan Small Cap Value Fund -- Class B Shares

One Group Small Cap Value Fund -- Class B Shares

Fixed Income Funds

Current Name

Prior Name

JPMorgan Bond Fund -- Class B Shares

JPMorgan Bond Fund -- Class B Shares

JPMorgan Strategic Income Fund -- Class B Shares

JPMorgan Global Strategic Income Fund -- Class B Shares (name effective until 6/16/06)

JPMorgan Intermediate Tax Free Bond Fund -- Class B Shares

JPMorgan Intermediate Tax Free Income Fund -- Class B Shares

JPMorgan New York Tax Free Bond Fund -- Class B Shares

JPMorgan New York Intermediate Tax Free Income Fund -- Class B Shares

JPMorgan Arizona Municipal Bond Fund -- Class B Shares

One Group Arizona Municipal Bond Fund -- Class B Shares

JPMorgan Core Bond Fund -- Class B Shares

One Group Bond Fund -- Class B Shares

JPMorgan Government Bond Fund -- Class B Shares

One Group Government Bond Fund -- Class B Shares

JPMorgan High Yield Bond Fund -- Class B Shares

One Group High Yield Bond Fund -- Class B Shares

JPMorgan Core Plus Bond Fund -- Class B Shares

One Group Income Bond Fund -- Class B Shares

JPMorgan Intermediate Bond Fund -- Class B Shares

One Group Intermediate Bond Fund -- Class B Shares

JPMorgan Kentucky Municipal Bond Fund -- Class B Shares

One Group Kentucky Municipal Bond Fund -- Class B Shares

JPMorgan Louisiana Municipal Bond Fund -- Class B Shares

One Group Louisiana Municipal Bond Fund -- Class B Shares

JPMorgan Michigan Municipal Bond Fund -- Class B Shares

One Group Michigan Municipal Bond Fund -- Class B Shares

JPMorgan Municipal Income Fund -- Class B Shares

One Group Municipal Income Fund -- Class B Shares

JPMorgan Ohio Municipal Bond Fund -- Class B Shares

One Group Ohio Municipal Bond Fund -- Class B Shares

JPMorgan Short Duration Bond Fund -- Class B Shares

One Group Short-Term Bond Fund -- Class B Shares

JPMorgan Short Term Municipal Bond Fund -- Class B Shares

One Group Short-Term Municipal Bond Fund -- Class B Shares

JPMorgan Tax Free Bond Fund -- Class B Shares

One Group Tax-Free Bond Fund -- Class B Shares

JPMorgan Treasury & Agency Fund – Class B Shares

JPMorgan Treasury & Agency Fund – Class B Shares

E-3

JPMorgan Ultra Short Duration Bond Fund -- Class B Shares

One Group Ultra Short-Term Bond Fund -- Class B Shares and JPMorgan Ultra Short Term Bond Fund -- Class B Shares (name effective until 7/1/06)

JPMorgan West Virginia Municipal Bond Fund -- Class B Shares

One Group West Virginia Municipal Bond Fund -- Class B Shares

Investor Funds

Current Name

Prior Name

JPMorgan Investor Balanced Fund -- Class B Shares

One Group Investor Balanced Fund -- Class B Shares

JPMorgan Investor Conservative Growth Fund -- Class B Shares

One Group Investor Conservative Growth Fund -- Class B Shares

JPMorgan Investor Growth & Income Fund -- Class B Shares

One Group Investor Growth & Income Fund -- Class B Shares

JPMorgan Investor Growth Fund -- Class B Shares

One Group Investor Growth Fund -- Class B Shares

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Group

J.P. Morgan Mutual Fund Investment Trust

Undiscovered Managers Funds

J.P. Morgan Fleming Series Trust

J.P. Morgan Series Trust II

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Insurance Trust

Each on behalf of itself and each of its Funds

By:

/s/ Robert L. Young

Name:

Robert L. Young

Title:

Senior Vice President

JPMORGAN DISTRIBUTION SERVICES, INC.

By:

/s/ Nancy E. Fields

Name:

Nancy E. Fields

Title:

Vice President

E-4

EX-99.(E)(6) 12 d23121_ex-e6.htm
SCHEDULE F

TO THE DISTRIBUTION AGREEMENT

CDSC Classes

(Class C Shares)

(Amended as of February 14, 2008)

Name of the Fund

Money Market Funds

Current Name

Prior Name

JPMorgan Prime Money Market Fund -- Class C Shares

JPMorgan Prime Money Market Fund -- Class C Shares

JPMorgan Liquid Assets Money Market Fund -- Class C Shares

One Group Prime Money Market Fund -- Class C Shares

JPMorgan U.S. Treasury Plus Money Market Fund -- Class C Shares

One Group U.S. Treasury Securities Money Market Fund -- Class C Shares

Equity Funds

Current Name

Prior Name

JPMorgan Capital Growth Fund -- Class C Shares

JPMorgan Capital Growth Fund -- Class C Shares

JPMorgan Diversified Fund -- Class C Shares

JPMorgan Diversified Fund -- Class C Shares

JPMorgan Dynamic Small Cap Growth Fund -- Class C Shares

JPMorgan Dynamic Small Cap Fund – Class C Shares (name effective until 6/29/07)

JPMorgan Emerging Markets Equity Fund – Class C Shares

N/A

JPMorgan International Equity Fund – Class C Shares

JPMorgan Fleming International Equity Fund – Class C Shares

JPMorgan Intrepid European Fund – Class C Shares

JPMorgan Fleming Intrepid European Fund – Class C Shares

JPMorgan Growth Advantage Fund – Class C Shares

JPMorgan Mid Cap Growth Fund – Class C Shares

JPMorgan Growth and Income Fund – Class C Shares

JPMorgan Growth and Income Fund – Class C Shares

JPMorgan International Opportunities Fund – Class C Shares

N/A

JPMorgan International Value Fund – Class C Shares

N/A

JPMorgan Intrepid America Fund – Class C Shares

JPMorgan Intrepid America Fund – Class C Shares

JPMorgan Intrepid Growth Fund – Class C Shares

JPMorgan Intrepid Growth Fund – Class C Shares

JPMorgan Intrepid Multi Cap Fund – Class C Shares

JPMorgan Intrepid Investor Fund – Class C Shares

and JPMorgan Intrepid Contrarian Fund – Class C Shares (name effective until 4/10/06)

JPMorgan Intrepid International Fund – Class C Shares

JPMorgan Tax Aware International Opportunities Fund – Class C Shares

JPMorgan Intrepid Value Fund – Class C Shares

JPMorgan Intrepid Value Fund – Class C Shares

JPMorgan Intrepid Japan Fund – Class C Shares (name change effective 3/31/08)

JPMorgan Japan Fund – Class C Shares

JPMorgan Mid Cap Value Fund – Class C Shares

JPMorgan Mid Cap Value Fund – Class C Shares

JPMorgan Small Cap Equity Fund – Class C Shares

JPMorgan Small Cap Equity Fund – Class C Shares

JPMorgan Tax Aware U.S. Equity Fund – Class C Shares

JPMorgan Tax Aware U.S. Equity Fund – Class C Shares

JPMorgan U.S. Equity Fund – Class C Shares – Class C Shares

JPMorgan U.S. Equity Fund – Class C Shares

F-1

Current Name

Prior Name

Undiscovered Managers Behavioral Growth Fund – Class C Shares

Undiscovered Managers Behavioral Growth Fund – Class C Shares

Undiscovered Managers Behavioral Value Fund – Class C Shares

Undiscovered Managers Behavioral Value Fund – Class C Shares

JPMorgan Realty Income Fund – Class C Shares

Undiscovered Managers REIT Fund – Class C Shares

JPMorgan Intrepid Mid Cap Fund – Class C Shares

One Group Diversified Mid Cap Fund – Class C Shares and JPMorgan Diversified Mid Cap Fund – Class C Shares

JPMorgan Equity Income Fund – Class C Shares

One Group Equity Income – Class C Shares

JPMorgan Equity Index Fund – Class C Shares

One Group Equity Index Fund – Class C Shares

JPMorgan International Equity Index Fund – Class C Shares

One Group International Equity Index Fund – Class C Shares

JPMorgan Large Cap Growth Fund – Class C Shares

One Group Large Cap Growth Fund – Class C Shares

JPMorgan Large Cap Value Fund – Class C Shares

One Group Large Cap Value Fund – Class C Shares

JPMorgan Market Expansion Index Fund – Class C Shares

One Group Market Expansion Index Fund – Class C Shares

JPMorgan Multi-Cap Market Neutral Fund – Class C Shares

One Group Market Neutral Fund – Class C Shares

JPMorgan Diversified Mid Cap Growth Fund – Class C Shares

One Group Mid Cap Growth Fund – Class C Shares

JPMorgan Diversified Mid Cap Value Fund – Class C Shares

One Group Mid Cap Value Fund – Class C Shares

JPMorgan U.S. Real Estate Fund – Class C Shares

One Group Real Estate Fund – Class C Shares

JPMorgan Small Cap Growth Fund – Class C Shares

One Group Small Cap Growth Fund – Class C Shares

JPMorgan Small Cap Value Fund – Class C Shares

One Group Small Cap Value Fund – Class C Shares

JPMorgan Value Advantage Fund – Class C Shares

N/A

JPMorgan U.S. Large Cap Core Plus Fund – Class C Shares

N/A

JPMorgan Micro Cap Fund – Class C Shares

N/A

Highbridge Statistical Market Neutral Fund – Class C Shares

JPMorgan Intrepid Plus Fund – Class C Shares

JPMorgan Intrepid Long/Short Fund – Class C Shares (name effective until 11/1/07)

JPMorgan Strategic Small Cap Value Fund – Class C Shares

N/A

JPMorgan International Realty Fund – Class C Shares

N/A

JPMorgan China Region Fund – Class C Shares

N/A

JPMorgan Global Focus Fund – Class C Shares

N/A

JPMorgan Strategic Appreciation Fund –Class C Shares

JPMorgan Global Strategic Appreciation Fund –Class C Shares

JPMorgan Strategic Preservation Fund –Class C Shares

JPMorgan Global Strategic Preservation Fund –Class C Shares

JPMorgan India Fund – Class C Shares

N/A

JPMorgan Latin America Fund – Class C Shares

N/A

JPMorgan Russia Fund – Class C Shares

N/A

JPMorgan Value Discovery Fund – Class C Shares

N/A

JPMorgan Dynamic Growth Fund – Class C Shares

N/A

JPMorgan Dynamic Small Cap Core Fund – Class C Shares

N/A

F-2

Current Name

Prior Name

JPMorgan U.S. Large Cap Value Plus Fund – Class C Shares

N/A

JPMorgan U.S. Small Company Fund – Class C Shares

N/A

JPMorgan Emerging Economies Fund – Class C Shares

N/A

JPMorgan Intrinsic Value Fund – Class C Shares

N/A

JPMorgan International Markets Fund – Class C Shares (effective upon the effectiveness of the Fund’s registration statement)

N/A

Fixed Income Funds

Current Name

Prior Name

JPMorgan Bond Fund -- Class C Shares

JPMorgan Bond Fund -- Class C Shares

JPMorgan California Tax Free Bond Fund -- Class C Shares

JPMorgan California Bond Fund -- Class C Shares

JPMorgan Emerging Markets Debt Fund – Class C Shares

JPMorgan Fleming Emerging Markets Debt Fund – Class C Shares

JPMorgan Strategic Income Fund -- Class C Shares

JPMorgan Global Strategic Income Fund -- Class C Shares (name effective until 6/16/06)

JPMorgan Intermediate Tax Free Bond Fund -- Class C Shares

JPMorgan Intermediate Tax Free Income Fund -- Class C Shares

JPMorgan New York Tax Free Bond Fund -- Class C Shares

JPMorgan New York Intermediate Tax Free Income Fund -- Class C Shares

JPMorgan Arizona Municipal Bond Fund -- Class C Shares

One Group Arizona Municipal Bond Fund -- Class C Shares

JPMorgan Core Bond Fund -- Class C Shares

One Group Bond Fund -- Class C Shares

JPMorgan Government Bond Fund -- Class C Shares

One Group Government Bond Fund -- Class C Shares

JPMorgan High Yield Bond Fund -- Class C Shares

One Group High Yield Bond Fund -- Class C Shares

JPMorgan Core Plus Bond Fund -- Class C Shares

One Group Income Bond Fund -- Class C Shares

JPMorgan Intermediate Bond Fund -- Class C Shares

One Group Intermediate Bond Fund -- Class C Shares

JPMorgan Kentucky Municipal Bond Fund-Class C Shares

One Group Kentucky Municipal Bond Fund-Class C Shares

JPMorgan Louisiana Municipal Bond Fund -- Class C Shares

One Group Louisiana Municipal Bond Fund -- Class C Shares

JPMorgan Michigan Municipal Bond Fund -- Class C Shares

One Group Michigan Municipal Bond Fund -- Class C Shares

JPMorgan Municipal Income Fund-- Class C Shares

One Group Municipal Income Fund-- Class C Shares

JPMorgan Ohio Municipal Bond Fund -- Class C Shares

One Group Ohio Municipal Bond Fund -- Class C Shares

JPMorgan Short Duration Bond Fund - Class C Shares

One Group Short-Term Bond Fund - Class C Shares

JPMorgan Short Term Municipal Bond Fund - Class C Shares

One Group Short-Term Municipal Bond Fund - Class C Shares

JPMorgan Tax Free Bond Fund – Class C Shares

One Group Tax-Free Bond Fund – Class C Shares

JPMorgan Treasury & Agency Fund -- Class C Shares

One Group Treasury & Agency Fund -- Class C Shares

JPMorgan Ultra Short Duration Bond Fund - Class C Shares

One Group Ultra Short-Term Bond Fund - Class C Shares and JPMorgan Ultra Short Term Bond Fund -- Class C Shares (name effective until 7/1/06)

JPMorgan West Virginia Municipal Bond Fund -- Class C Shares

One Group West Virginia Municipal Bond Fund -- Class C Shares

JPMorgan Tax Aware Real Return Fund – Class C Shares

N/A

JPMorgan Real Return Fund – Class C Shares

N/A

F-3

Current Name

Prior Name

JPMorgan International Currency Income Fund – Class C Shares

N/A

JPMorgan Income Builder Fund – Class C Shares

JPMorgan World Income Builder Fund – Class C Shares

JPMorgan Tax Aware High Income Fund – Class C Shares

N/A

Investor Funds

Current Name

Prior Name

JPMorgan Investor Balanced Fund -- Class C Shares

One Group Investor Balanced Fund -- Class C Shares

JPMorgan Investor Conservative Growth Fund -- Class C Shares

One Group Investor Conservative Growth Fund -- Class C Shares

JPMorgan Investor Growth & Income Fund -- Class C Shares

One Group Investor Growth & Income Fund -- Class C Shares

JPMorgan Investor Growth Fund -- Class C Shares

One Group Investor Growth Fund -- Class C Shares

JPMorgan SmartRetirement Funds

Current Name

Prior Name

JPMorgan SmartRetirement Income Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2010 Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2015 Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2020 Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2025 Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2030 Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2035 Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2040 Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2045 Fund – Class C Shares

N/A

JPMorgan SmartRetirement 2050 Fund – Class C Shares

N/A

F-4

*     *     *     *

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Group

J.P. Morgan Mutual Fund Investment Trust

Undiscovered Managers Funds

J.P. Morgan Series Trust II

JPMorgan Trust I

JPMorgan Trust II

JPMorgan Insurance Trust

Each on behalf of itself and each of its Funds

By:

Name:

Title:

JPMORGAN DISTRIBUTION SERVICES, INC.

By:

Name:

Title:

F-5

EX-99.(G)(3) 13 d23121_ex-g3.htm
AMENDMENT TO

GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT

THIS AMENDMENT is made as of September 1, 2007, by and between JPMorgan Chase Bank, N.A. and the entities who are currently parties to the Global Custody and Fund Accounting Agreement, in place for the investment companies in the JPMorgan fund complex (as listed below) (the “Agreement”).

WHEREAS, the parties hereto wish to amend the Agreement, to reflect the replacement of the current fee schedule with a new fee schedule and the addition of a new services schedule.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1.

Capitalized terms not otherwise defined herein shall have the same meaning as are set forth in the Agreement.

2.

As of the date of the amendment, Schedule C is replaced with new Schedule C which reflects the new fees charged under the Agreement.

3.

As of the date the amendment, Schedule D which covers global derivative services is added to the Agreement.

4.

This amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.

5.

This amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

*                     *                     *                     *

A-1

IN WITNESS WHEREOF, the parties have caused this amendment to the Agreement to be executed by their duly authorized officers as of the day and year first above written.

JPMorgan Chase Bank, N.A.

By:

/s/ Ann M. Osti

Name:

Ann M. Osti

Title:

Vice President

JPMorgan Institutional Trust

JPMorgan Trust I

JPMorgan Trust II

J.P. Morgan Mutual Fund Group

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Investment Trust

J.P. Morgan Series Trust II

Undiscovered Managers Funds

UM Investment Trust

JPMorgan Insurance Trust

By:

/s/ Stephanie J. Dorsey

Name:

Stephanie J. Dorsey

Title:

Treasurer

A-2

Schedule C

Global Custody, Fund Accounting Services and Global Derivative Services Fee Schedule

To the Global Custody and Fund Accounting Agreement

(as of September 1, 2007)

Global Custody Fees : These fee schedules are applicable to the JPMorgan Funds Complex (which includes any 1940 Act fund, commingled fund or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.).

1.

Safekeeping and Settlement Charges

Global Custody Fee Schedule

Market

Safekeeping (BPs)*

Transaction** (US$)

Argentina

25.00

55.00

Australia

2.50

50.00

Austria

5.00

50.00

Bahrain

45.00

100.00

Bangladesh

40.00

100.00

Belgium

4.00

50.00

Bermuda

20.00

75.00

Botswana

45.00

100.00

Brazil

15.00

50.00

Bulgaria

35.00

75.00

Canada

2.00

15.00

Chile

20.00

75.00

China

20.00

50.00

Colombia

40.00

100.00

Costa Rica

40.00

100.00

Croatia

40.00

100.00

Cyprus

40.00

100.00

Czech Republic

25.00

75.00

Denmark

2.50

50.00

Ecuador

40.00

100.00

Egypt

40.00

75.00

Estonia

30.00

75.00

Euro CDs

1.00

15.00

Euroclear

1.25

10.00

Finland

5.00

50.00

France

2.00

30.00

Germany

1.25

27.00

Ghana

40.00

125.00

Greece

20.00

75.00

Global Custody Fee Schedule

Market

Safekeeping (BPs)*

Transaction** (US$)

Hong Kong

3.50

45.00

Hungary

20.00

75.00

Iceland

20.00

75.00

India

20.00

45.00

Indonesia

10.00

75.00

Ireland

3.00

45.00

Israel

25.00

75.00

Italy

2.00

30.00

Ivory Coast

60.00

100.00

Jamaica

40.00

70.00

Japan

1.50

10.00

Jersey

40.00

100.00

Jordan

40.00

100.00

Kazakhstan

50.00

100.00

Kenya

40.00

100.00

Korea

15.00

35.00

Latvia

20.00

100.00

Lebanon

50.00

100.00

Lithuania

35.00

100.00

Luxembourg

3.00

50.00

Malaysia

8.00

75.00

Malta

40.00

100.00

Mauritius

60.00

100.00

Mexico

6.00

35.00

Morocco

40.00

125.00

Namibia

40.00

125.00

Nepal

60.00

125.00

Netherlands

3.50

30.00

New Zealand

2.00

47.00

Nigeria

60.00

125.00

Norway

2.60

50.00

Oman

35.00

125.00

Pakistan

30.00

150.00

Peru

50.00

100.00

Philippines

7.00

83.00

Poland

30.00

100.00

Portugal

12.00

83.00

Romania

30.00

100.00

Russia

15.00

80.00

Singapore

4.00

45.00

2

Global Custody Fee Schedule

Market

Safekeeping (BPs)*

Transaction** (US$)

Slovakia

40.00

100.00

Slovenia

35.00

100.00

South Africa

5.00

40.00

Spain

3.00

40.00

Sri Lanka

20.00

100.00

Swaziland

40.00

125.00

Sweden

3.00

50.00

Switzerland

2.50

40.00

Taiwan

13.00

75.00

Thailand

12.00

40.00

Tunisia

40.00

90.00

Turkey

20.00

75.00

Ukraine

60.00

100.00

United Arab Emirates

45.00

100.00

United Kingdom

0.16

15.00

United States

0.10

4.50

Uruguay

50.00

125.00

Venezuela

35.00

100.00

Vietnam

40.00

125.00

Zambia

40.00

125.00

Zimbabwe

40.00

115.00

*

Annualized rate paid pro rata each month.

**

Cost for the settlement of all primary transactions.

Additional Primary Transaction Charges

Description

Rates (US$)

Physical Security Receive/Deliver

20.00

Memo Positions (Blue Sheet)

7.50

Futures and Options

7.50

2.

Secondary Transaction Charges

Custody and safekeeping related transactions process post security settlement. Trade instructions that require manual input will incur an additional $20.00 surcharge.

Description

Rates(US$)

Income Collections – Physical

5.00

Principal & Interest - Book Entry

5.00

Principal & Interest - Physical

5.00

3

3.

Cash Transaction Charge

Non-securities-related cash payments levied for all outward free payments including third party foreign exchange payments. No charge is levied for the receipt of incoming funds. Cash instructions that require manual input will incur an additional surcharge of $20.

Description

Rates(US$)

Foreign Exchange Payments

7.00

Outgoing Wires (Fed, Chips, SWIFT)

7.00

4.

Global Proxy Voting Service

This service includes the provision of an extensive suite of secure online tools to assist client exercise their corporate governance responsibilities, including in-market support for vote execution, share blocking, beneficial owner re-registration and power of attorney administration where required.

Global Proxy Voting Fee Schedule

Tier A: US$15

Tier B: US$35

Tier C: US$60

Australia

Singapore

Argentina

Italy

Bahrain

South Africa

Austria

Jordan

Bangladesh

South Korea

Belgium

Lebanon

Bermuda

Spain

Brazil

Malta

Canada

Sri Lanka

Colombia

Mauritius

China+

Taiwan

Croatia

Mexico

Chile

Thailand

Cyprus

Netherlands

Estonia

Tunisia

Czech Republic

Norway+

Euroclear

Ukraine

Denmark

Pakistan

Hong Kong

United Kingdom

Egypt

Poland

India+

United States

Ecuador

Portugal

Indonesia

Vietnam

Finland

Slovak

Ireland

Venezuela

France

Sweden+

Israel

Germany

Switzerland

Jamaica

Greece

Turkey

Japan

Hungary

Malaysia

Iceland

New Zealand

Philippines

Russia+

+ The fee for this country is the fee for the appropriate tier plus out of pocket expenses

4

Fund Accounting

The following schedule shall be employed in the calculation of the annual fees payable for the services provided under this Agreement. For purposes of determining the asset levels at which a Tier applies, assets for that fund type across the entire JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) shall be used.

Money Market Funds*

Tier One

First 5,000,000,000

0.75 bps

Tier Two

Next $7,500,000,000

0.60 bps

Tier Three

Next $22,500,000,000

0.30 bps

Tier Four

Over $35,000,000,000

0.10 bps

Fixed Income Funds

Tier One

First $12,500,000,000

0.90 bps

Tier Two

Next $7,500,000,000

0.50 bps

Tier Three

Next $10,000,000,000

0.35 bps

Tier Four

Over $30,000,000,000

0.20 bps

U.S. Equity Funds

Tier One

First $12,500,000,000

0.85 bps

Tier Two

Next $7,500,000,000

0.50 bps

Tier Three

Next $10,000,000,000

0.35 bps

Tier Four

Over $30,000,000,000

0.25 bps

International Funds

Tier One

First $12,500,000,000

2.00 bps

Tier Two

Over $12,500,000,000

1.75 bps

Emerging Markets Funds

Tier One

First $12,500,000,000

3.00 bps

Tier Two

Over $12,500,000,000

2.00 bps

5

Other Fees

Minimums**

U.S. Equity

$20,000

U.S. Fixed Income

$20,000

Money Markets

$10,000

International

$25,000

Emerging Markets

$40,000

Highbridge Statistical Market Neutral Fund***

$30,000

Additional Share Classes (except Fund of Funds****)

$2,000

Multi-Manager (per manager)

$6,000

Fund Mergers (per fund)

$1,500

Fund of Funds *****

$15,000

* A cap on Fund Accounting fees for the Money Market Funds will be set a $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived.

** Fund minimums will apply only for Funds that have commenced operations. Start up funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations.

*** Plus $20 per trade requiring manual entry into the WINS accounting platform

**** Fund of Funds will be charged a share class fee of $2,000 per annum after the 3rd share class.

***** This flat fee applies to Fund of Funds investing in JPM funds only. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply.

6

Global Derivative Services:

Instrument Coverage / Fees

Instruments covered are standard transactions of the types listed in the fee schedule below and outlined in Appendix A of the Service Level Document. Exotic or structured trades are excluded from this fee schedule. Instruments covered by the fee schedule may be expanded by mutual agreement of the parties.

Instruments

Transaction (STP+) Set up Fee US$* (per Trade)

Amendment (STP+) Fees

US$

(per Trade)

Daily

Lifecycle

Management Fee US$

(per Position per Day)

Collection of Broker Price

Fee US$

(per Position per Day)

Independent Valuation

US$

(per Position per Day)

Forward Rate Agreements

40.00

10.00

0.40

1.50

0.25

Interest Rate Swaps (including caps & Floors)

40.00

10.00

0.40

1.50

0.25

Swaptions

40.00

10.00

0.40

1.50

0.25

Credit Default Swaps – Single Name & Index

40.00

10.00

0.40

1.50

Not in Scope

Price Locks

40.00

10.00

0.40

1.50

Not in Scope

Currency Options

40.00

10.00

0.40

1.50

Not in Scope

Bond Options

40.00

10.00

0.40

1.50

Not in Scope

Inflation Swaps

40.00

10.00

0.40

1.50

Not in Scope

Total Return Swaps

40.00

10.00

0.40

1.50

Not in Scope

+Straight Through Processing

* Tiered Fees

A tiered structure will be applied to the new transaction set up fee for the JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) on the following basis:

•

US$ 40 : 0 – 2,000 new transactions per month

•

US$ 35: 2,000 – 4,000 new transactions per month

•

US$ 30: > 4,000 new transactions per month

7

These transaction fees will be applied across all transactions on a pro-rata basis.

Notes

1)

A one time set-up fee applies to, and will be charged for, all new transactions.

2)

Amendment fees will be charged for the following types of transactions including, but are not limited to: trade amends, cancellations, partial/full terminations, amendments, unwinds, terminations, cancellations, novations, restructures, option exercises, notional re-sets, option expiries, maturities or credit events.

3)

Independent Valuation fees and daily administration fees will be calculated based on the number of open positions at the end of each business day, aggregated across all funds/accounts. Broker price fees will be calculated based on the number of open positions at month end.

4)

New non-STP trades will be charged at twice the rate of STP trades. Likewise, non-STP trade amendments will be charged at twice the rate of STP trade amendments. If Bank causes the trade or amendment not to be STP, then there will not be an extra charge.

Out-of-pocket Expenses

Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*:

•

Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include:

•

Account opening fees in the local market(s)

•

Local administrator, legal counsel and tax consultant fees as required

•

Local crossing, transaction, registration and/or depository fees

•

Transportation costs for shipment of physical securities and/or script

•

Translation services, travel and accommodation expenses, legal fee and personal attendance expenses as required

•

Information, Pricing, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as IDC, JJ Kenny, Bear Sterns, Xciteck, Reuters, Bloomberg, CCH, Exchange fees, Options Price Reporting Authority, Standard and Poors, Hedgetek, Wall Street Concepts, Easylink

- Archives. Archive charges to include storage, transportation, and recalls of archive boxes.

- Printing/Copying. These charges include expenses associated with printing copying and fax support.

*Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations.

8

Fee Terms and Conditions

Bank's fees shall remain in place for a period of 3 years from the effective date of the fee schedule.

Bank reserves the right to renegotiate its fee schedule at any time, should the Funds actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop our fee proposal. The fee schedule may also be amended by mutual agreement of the parties if the Funds’ service requirements change; each party agrees to negotiate, diligently and in good faith, to agree upon new fees for such service requirement changes. Related to Fund Accounting services, bond broker quotes are currently included in the overall Fund Accounting fees. Should there be a significant increase in the use of bond broker quotes, Bank and the Funds agree to revisit this arrangement.

Fees for additional service(s) and/or market(s) added at the request of the Funds while this fee schedule is in effect will be assessed at Bank's standard price(s); unless an alternative pricing arrangement is agreed upon in advance by the Funds and Bank.

JPMorgan requires invoices to be paid in U.S. Dollars, unless Bank and the Funds have agreed upon alternative payment arrangements in advance of remittance.

Basis point fee(s), if applicable, will be calculated at the end of the monthly billing period using asset values derived by Bank from data provided by its selected pricing sources. In the event that Bank must rely on the Funds or a portfolio manager or other party(ies) selected by the Funds to provide valuation(s) for the purpose of calculating basis point fee(s), Bank must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by Bank. In the event that Bank does not receive valuations by the required date, Bank will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s).

Bank will present invoices monthly in arrears, with payment expected via wire transfer, unless an alternative billing arrangement is negotiated between the Funds and Bank. All annual fees, including basis point fees, will be pro-rated based on the number of months included in the billing period.

Any customized technology projects required to meet the Funds specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Funds based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Funds and Bank.

9

Agreed to and accepted by:

JPMorgan Trust I

JPMorgan Trust II

Undiscovered Managers Funds

J.P. Morgan Mutual Fund Group

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Investment Trust

UM Investment Trust

J.P. Morgan Series Trust II

JPMorgan Institutional Trust

JPMorgan Insurance Trust

By:

Name:

Title:

Date:

September 1, 2007

JPMorgan Chase Bank, N.A.

By:

Name:

Title:

Date:

September 1, 2007



10

SCHEDULE D

To the Global Custody and Fund Accounting Agreement

September 1, 2007

Global Derivatives Services

The following provisions are added to the Agreement with respect to certain services provided by the Bank for certain OTC Derivative Contracts which are included in a Fund’s portfolio.

I.           DEFINITIONS

"Back-Up Method" means an alternative method to be used to price an OTC Derivative Contract if the Customer's selected method cannot be used.

"Calculated Price" for an OTC Derivative Contract on a given date means the amount determined by a Supported Pricing Model for such OTC Derivative Contract for such date.

"Non-Supported OTC" means an OTC Derivative Contract which cannot be priced using a Supported Pricing Model.

"OTC Derivative Contract" means any contract of a type that Bank, acting reasonably, determines to be an over-the-counter derivative.

"Reports" means information from Bank systems that is supplied to the Customer.

"Supported Pricing Model" means the theoretical algorithms that Bank has on its systems and the data sources which such algorithms use which can be used to price OTC Derivative Contracts.

II.           INFORMATION REQUIRED FROM THE CUSTOMER

2.1

If the Customer requests that Bank provides any of the services under this Schedule in respect of any OTC Derivative Contract then:

(a)

the Customer shall provide to Bank in a timely, accurate and complete manner all information relating to each OTC Derivative Contract that Bank requires and in such a format as Bank shall specify to allow Bank to capture each OTC Derivative Contract onto its systems;

(b)

the Customer shall provide to Bank throughout the term of each OTC Derivative Contract in a timely, accurate and complete manner any amendments to each

2

OTC Derivative Contract or otherwise notify Bank of any other events in relation to each OTC Derivative Contract which are likely to have an effect on the valuation of the OTC Derivative Contract.

III.           TRANACTION PROCESSING AND LIFECYCLE MANAGEMENT

3.1

Subject to Clause 2.1 and Clause 6, Bank shall maintain a process for daily position management so that the Bank shall have an up-to-date record for each OTC Derivative Contract on its system. This daily position management process shall include the setting up each OTC Derivative Contract on the system and amending the OTC Derivative Contract as reasonably required to reflect, without limitation, cancellations, terminations, option exercises and option expiries, maturities or credit events as notified to the Bank by the Customer  The Bank shall also support cash break resolution, manage the reconciliation of trades, positions and cashflows related to the OTC Derivative Contract as well as provide the Customer with associated cashflow and lifecycle reporting.

IV.           PRICING SERVICE

4.1

As soon as is reasonably practicable, the Customer and Bank shall agree upon a procedure for pricing any OTC Derivative Contract that may be entered into by the Customer.  The Customer may request that Bank price any OTC Derivative Contract as follows:

(a)

The Customer may request that Bank provides a Calculated Price from its Supported Pricing Models;

(b)

The Customer may request that Bank sources the price of the OTC Derivative Contract from brokers, counterparties or from third-party vendors agreed upon with the Customer;

(c)

The Customer may provide the price of the OTC Derivative Contract; or

(d)

any reasonable combination of (a), (b) or (c).

4.2

If Bank and the Customer have agreed to price the OTC Derivative Contract under Clause 4.1(a) then the following shall apply:

(a)

Bank shall notify the Customer of the relevant Supported Pricing Models;

3

(b)

The Customer shall review and agree upon the Supported Pricing Models with Bank.  Bank shall supply to the Customer such reasonable information relating to the Supported Pricing Models as the Customer requests.  The Customer acknowledges and agrees that some information relating to the Supported Pricing Models may contain proprietary information and that Bank shall, in such case, not be required to provide such information.  To the extent that Bank provides information relating to the Supported Pricing Models to the Customer, the Customer shall treat any Supported Pricing Model information as confidential information  and shall not disclose it to any person without the prior written consent of Bank;

(c)

If after reviewing the Supported Pricing Models the Customer does not wish any OTC Derivative Contract to be priced using the Supported Pricing Models, the Customer shall notify Bank and the Customer and Bank shall agree the alternative method to be used under Clause 4.1(b) or (c);

(d)

Bank and the Customer shall review, and modify as agreed between the parties, the Supported Pricing Models from time to time;

(e)

If the Customer enters into a Non-Supported OTC, Bank shall notify the Customer that the OTC Derivative Contract is a Non-Supported OTC as soon as is reasonably practicable and the Customer and Bank shall agree the alternative method to be used under Clause 4.1(b) or (c).

4.3

Bank shall use the method agreed under Clause 4.1 for determining the price of any OTC Derivative Contract for the purpose of inputting such price in the net asset calculation.

4.4

Bank and the Customer shall agree upon a Back-Up Method.  If Bank cannot provide a price for any OTC Derivative Contract as a result of:

(a)           the Customer not providing all the information required under Clause 2.1;

(b)           any brokers, counterparty or third party vendors not providing such price;

(c)           the Customer not providing the price; or

(d)           any reasons beyond the reasonable control of Bank,

then Bank shall apply such Back-Up Method.

4.5

The Customer acknowledges that it is the Customer's responsibility to ensure that any

4

method of pricing any OTC Derivative Contract is authorized under the Customer's Prospectus.

V.           REPORTS

5.1

Bank may offer to the Customer reports of information relating to the OTC Derivative Contracts ("Reports") that it has captured onto its systems as agreed between Bank and the Customer.

VI.           ADDITIONAL DISCLAIMERS

6.1

The Customer acknowledges that Bank shall not be liable for the accuracy, timeliness, completeness or availability of any information provided by:

(a)

the Customer;

(b)

any agreed upon broker or counterparty;

(c)

any agreed upon third party vendor of OTC Derivative Contract prices; or

(d)

any agreed upon third party vendor of market data.

6.2

The Customer acknowledges that the Supported Pricing Models are algorithms which are theoretical in nature and accordingly the Customer acknowledges that the Supported Pricing Models may not adequately model all economic factors or events.  The Customer acknowledges that Bank shall not be liable to the Customer for any inadequacy or defect of any kind with respect to the use of any Supported Pricing Model for the production of a price to input into the net asset calculation.  The Customer agrees that its use of any Calculated Price is at the Customer's own risk and Bank shall not be liable to the Customer for any loss which arises from the use of such Calculated Price for any purpose (including, without limitation, trading, risk management, treasury and hedging arrangements).

6.3

The Customer acknowledges that the prices of OTC Derivative Contracts, regardless of the source of such prices, are indicative values and may not indicate the actual terms upon which OTC Derivative Contracts could be liquidated or unwound or the calculation of an amount that would be payable or receivable following the expiry of, or the designation of an early termination date under, any applicable agreement. Prices determined using other pricing models, market data or assumptions may yield different results.

5

6.4

The Customer acknowledges any Reports produced using the Supported Pricing Models and supplied to the Customer by Bank may be inaccurate.  The Reports are produced using the Supported Pricing Models which may not adequately model all economic factors or events and information which Bank cannot determine to be accurate or complete.  The Customer uses such Reports at its own risk and Bank shall not be liable to the Customer for any loss which arises from the use of the Reports for any purpose (including, without limitation, trading, risk management, treasury and hedging arrangements).

6.5

Subject to the provisions of this Schedule and any other limitations which apply, Bank shall only be liable to the Customer to the extent that the Customer suffers a loss due to the net asset value of the Customer being inaccurate due to the negligence, wilful default or fraud of Bank in following the agreed procedures under this Schedule with respect to the valuation of OTC Derivative Contracts.   With respect to losses resulting from the other services covered by this Schedule, the standard of care set forth in Section 7.1 of the Agreement shall govern.

EX-99.(G)(4) 14 d23121_ex-g4.htm

_______________________________________________________

AMENDMENT TO GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT

BETWEEN

EACH OF THE ENTITIES LISTED ON SCHEDULE A

AND

JPMORGAN CHASE BANK, N.A.

AMENDMENT

1

dated as of April 21, 2008

to the

GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT

dated as of February 18, 2005

between

Each of the entities listed on Schedule A hereto each of which is acting on behalf of each portfolio listed under its name on Schedule A (each a, “Fund”). For the purposes of this Amendment each individual Fund is considered a separate “Customer”.

and

JPMorgan Chase Bank, N.A., (the “Bank”).

WHEREAS, the parties have previously entered into that certain Global Custody and Fund Accounting Agreement referred to above (the "Agreement"). The parties have now agreed to amend the Agreement pursuant to this Amendment (the “Amendment”). Unless otherwise defined in this Amendment, capitalized terms used in this Amendment shall have the meanings specified in the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.

Amendment of the Agreement

Upon execution of this Amendment by both parties, the Agreement shall be and hereby is amended as follows:

(a)

Schedule A to the Agreement, is hereby deleted in its entirety and replaced with Schedule A attached hereto.

(b)

Schedule C to the Agreement, is hereby deleted in its entirety and replaced with Schedule C attached hereto.

(c)

Section 2.16 of the Agreement is hereby deleted in its entirety and replaced with the following;

2.16

Fund Accounting Services

Except as otherwise agreed in writing between Bank and Customer, Bank shall perform fund accounting services as specified on the attached Schedule B.

2

2.

This Agreement as amended supersedes and replaces the separate Fund Accounting Services Agreement between JPMorgan Trust I, on behalf of Highbridge Statistical Market Neutral Fund, and J.P. Morgan Investor Services Co., dated November 30, 2005.

3.

Representations

Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment.

4.

Miscellaneous

(a)

Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.

(b)

Amendments. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties.

(c)

Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. All signatures need not be on one counterpart.

(d)

Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.

(e)

Governing Law. This Amendment will be governed by and construed in accordance with the law of the State of New York (without reference to choice of law doctrine).

[The remainder of this page is intentionally left blank.]

3

IN WITNESS WHEREOF, the parties have executed this Amendment effective from the date first specified on the first page of this Amendment.

JPMorgan Institutional Trust

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Group

J.P. Morgan Mutual Fund Investment Trust

J.P. Morgan Series Trust II

JPMorgan Insurance Trust

JPMorgan Trust I

JPMorgan Trust II

UM Investment Trust

Undiscovered Managers Funds



By:_/s/ Stephanie J. Dorsey_____

Name: Stephanie J. Dorsey

Title: Treasurer

JPMORGAN CHASE BANK, N.A.

By:_/s/ Denis Burchell_________

Name: Denis Burchell

Title: Vice President

4

Schedule A

List of Entities Covered by the Custody Agreement

Dated as of April 21, 2008

JPMorgan Institutional Trust

JPMorgan Ultra Short-Term Bond Trust

JPMorgan Short-Term Bond Trust

JPMorgan Intermediate Bond Trust

JPMorgan Core Bond Trust

JPMorgan Equity Index Trust

J.P. Morgan Fleming Mutual Fund Group, Inc

JPMorgan Mid Cap Value Fund

J.P. Morgan Mutual Fund Group

JPMorgan Short Term Bond Fund II

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Growth Advantage Fund

J.P. Morgan Series Trust II

JPMorgan Bond Portfolio

JPMorgan International Equity Portfolio

JPMorgan Mid Cap Value Portfolio

JPMorgan Small Company Portfolio

JPMorgan U.S. Large Cap Core Equity Portfolio

JPMorgan Insurance Trust

JPMorgan Insurance Trust Balanced Portfolio

JPMorgan Insurance Trust Core Bond Portfolio

JPMorgan Insurance Trust Diversified Equity Portfolio

JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio

JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio

JPMorgan Insurance Trust Equity Index Portfolio

JPMorgan Insurance Trust Government Bond Portfolio

JPMorgan Insurance Trust International Equity Portfolio

JPMorgan Insurance Trust Intrepid Growth Portfolio

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio

JPMorgan Insurance Trust Large Cap Value Portfolio

JPMorgan Insurance Trust Small Cap Equity Portfolio

JPMorgan Trust I

Highbridge Statistical Market Neutral Fund

JPMorgan 100% U.S. Treasury Securities Money Market Fund

5

JPMorgan Asia Equity Fund

JPMorgan Bond Fund

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Capital Growth Fund

JPMorgan China Region Fund

JPMorgan Disciplined Equity Fund

JPMorgan Diversified Fund

JPMorgan Dynamic Growth Fund

JPMorgan Dynamic Small Cap Core Fund

JPMorgan Dynamic Small Cap Growth Fund

JPMorgan Emerging Economies Fund

JPMorgan Emerging Markets Debt Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Enhanced Income Fund

JPMorgan Equity Income II Fund

JPMorgan Federal Money Market Fund

JPMorgan Global Focus Fund

JPMorgan Growth and Income Fund

JPMorgan Income Builder Fund

JPMorgan India Fund

JPMorgan Intermediate Tax Free Bond Fund

JPMorgan International Currency Income Fund

JPMorgan International Equity Fund

JPMorgan International Markets Fund (effective upon the effectiveness of the Fund’s registration statement)

JPMorgan International Opportunities Fund

JPMorgan International Realty Fund

JPMorgan International Small Cap Equity Fund

JPMorgan International Value Fund

JPMorgan International Value SMA Fund

JPMorgan Intrepid America Fund

JPMorgan Intrepid European Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid International Fund

JPMorgan Intrepid Japan Fund

JPMorgan Intrepid Multi Cap Fund

JPMorgan Intrepid Plus Fund

JPMorgan Intrepid Value Fund

JPMorgan Intrinsic Value Fund

JPMorgan Latin America Fund

JPMorgan Market Neutral Fund

JPMorgan Micro Cap Fund

JPMorgan Mid Cap Equity Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Prime Money Market Fund

6

JPMorgan Real Return Fund

JPMorgan Russia Fund

JPMorgan Short Term Bond Fund

JPMorgan Small Cap Core Fund

JPMorgan Small Cap Equity Fund

JPMorgan Strategic Appreciation Fund

JPMorgan Strategic Income Fund

JPMorgan Strategic Preservation Fund

JPMorgan Strategic Small Cap Value Fund

JPMorgan Tax Aware Core Equity Fund

JPMorgan Tax Aware Disciplined Equity Fund

JPMorgan Tax Aware Diversified Equity Fund

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Tax Aware High Income Fund

JPMorgan Tax Aware Large Cap Growth Fund

JPMorgan Tax Aware Real Return Fund

JPMorgan Tax Aware Real Return SMA Fund

JPMorgan Tax Aware Short-Intermediate Income Fund

JPMorgan Tax Aware U.S. Equity Fund

JPMorgan Tax Free Money Market Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan U.S. Large Cap Value Plus Fund

JPMorgan U.S. Small Company Fund

JPMorgan Value Advantage Fund

JPMorgan Value Discovery Fund

JPMorgan Trust II

JPMorgan Arizona Municipal Bond Fund

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Diversified Mid Cap Growth Fund

JPMorgan Diversified Mid Cap Value Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Bond Fund

JPMorgan Intermediate Bond Fund

JPMorgan International Equity Index Fund

JPMorgan Intrepid Mid Cap Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Investor Growth Fund

JPMorgan Kentucky Municipal Bond Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

7

JPMorgan Liquid Assets Money Market Fund

JPMorgan Louisiana Municipal Bond Fund

JPMorgan Market Expansion Index Fund

JPMorgan Michigan Municipal Bond Fund

JPMorgan Michigan Municipal Money Market Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Multi-Cap Market Neutral Fund

JPMorgan Municipal Income Fund

JPMorgan Municipal Money Market Fund

JPMorgan Ohio Municipal Bond Fund

JPMorgan Ohio Municipal Money Market Fund

JPMorgan Short Duration Bond Fund

JPMorgan Short Term Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan Tax Free Bond Fund

JPMorgan Treasury & Agency Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Real Estate Fund

JPMorgan U.S. Treasury Plus Money Market Fund

JPMorgan Ultra Short Duration Bond Fund

JPMorgan West Virginia Municipal Bond Fund

UM Investment Trust

Undiscovered Managers Multi-Strategy Fund

Undiscovered Managers Funds

JPMorgan Realty Income Fund

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Value Fund

Undiscovered Managers Small Cap Growth Fund

This Schedule A supersedes and replaces any previously executed Schedule A between the parties.

8

Schedule C

Global Custody, Fund Accounting Services and Global Derivative Services Fee Schedule

To the Global Custody and Fund Accounting Agreement

Dated as of April 21, 2008

This Schedule C supersedes and replaces any previously executed Schedule C between the parties.

Global Custody Fees : These fee schedules are applicable to the JPMorgan Funds Complex (which includes any 1940 Act fund, commingled fund or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.).

1.

Safekeeping and Settlement Charges

Global Custody Fee Schedule

Market

Safekeeping (BPs)*

Transaction** (US$)

Argentina

25.00

55.00

Australia

2.50

50.00

Austria

5.00

50.00

Bahrain

45.00

100.00

Bangladesh

40.00

100.00

Belgium

4.00

50.00

Bermuda

20.00

75.00

Botswana

45.00

100.00

Brazil

15.00

50.00

Bulgaria

35.00

75.00

Canada

2.00

15.00

Chile

20.00

75.00

China

20.00

50.00

Colombia

40.00

100.00

Costa Rica

40.00

100.00

Croatia

40.00

100.00

Cyprus

40.00

100.00

Czech Republic

25.00

75.00

Denmark

2.50

50.00

Ecuador

40.00

100.00

Egypt

40.00

75.00

Estonia

30.00

75.00

9

Global Custody Fee Schedule

Market

Safekeeping (BPs)*

Transaction** (US$)

Euro CDs

1.00

15.00

Euroclear

1.25

10.00

Finland

5.00

50.00

France

2.00

30.00

Germany

1.25

27.00

Ghana

40.00

125.00

Greece

20.00

75.00

Hong Kong

3.50

45.00

Hungary

20.00

75.00

Iceland

20.00

75.00

India

20.00

45.00

Indonesia

10.00

75.00

Ireland

3.00

45.00

Israel

25.00

75.00

Italy

2.00

30.00

Ivory Coast

60.00

100.00

Jamaica

40.00

70.00

Japan

1.50

10.00

Jersey

40.00

100.00

Jordan

40.00

100.00

Kazakhstan

50.00

100.00

Kenya

40.00

100.00

Korea

15.00

35.00

Latvia

20.00

100.00

Lebanon

50.00

100.00

Lithuania

35.00

100.00

Luxembourg

3.00

50.00

Malaysia

8.00

75.00

Malta

40.00

100.00

Mauritius

60.00

100.00

Mexico

6.00

35.00

Morocco

40.00

125.00

Namibia

40.00

125.00

Nepal

60.00

125.00

Netherlands

3.50

30.00

New Zealand

2.00

47.00

Nigeria

60.00

125.00

Norway

2.60

50.00

10

Global Custody Fee Schedule

Market

Safekeeping (BPs)*

Transaction** (US$)

Oman

35.00

125.00

Pakistan

30.00

150.00

Peru

50.00

100.00

Philippines

7.00

83.00

Poland

30.00

100.00

Portugal

12.00

83.00

Romania

30.00

100.00

Russia

15.00

80.00

Singapore

4.00

45.00

Slovakia

40.00

100.00

Slovenia

35.00

100.00

South Africa

5.00

40.00

Spain

3.00

40.00

Sri Lanka

20.00

100.00

Swaziland

40.00

125.00

Sweden

3.00

50.00

Switzerland

2.50

40.00

Taiwan

13.00

75.00

Thailand

12.00

40.00

Tunisia

40.00

90.00

Turkey

20.00

75.00

Ukraine

60.00

100.00

United Arab Emirates

45.00

100.00

United Kingdom

0.16

15.00

United States

0.10

4.50***

Uruguay

50.00

125.00

Venezuela

35.00

100.00

Vietnam

40.00

125.00

Zambia

40.00

125.00

Zimbabwe

40.00

115.00

*

Annualized rate paid pro rata each month.

** Cost for the settlement of all primary transactions.

*** Highbridge Statistical Market Neutral Fund which will be charged US$ 2.50

11

Additional Primary Transaction Charges

Description

Rates (US$)

Physical Security Receive/Deliver

20.00

Memo Positions (Blue Sheet)

7.50

Futures and Options

7.50

2.

Secondary Transaction Charges

Custody and safekeeping related transactions process post security settlement. Trade instructions that require manual input will incur an additional $20.00 surcharge.

Description

Rates(US$)

Income Collections – Physical

5.00

Principal & Interest - Book Entry

5.00

Principal & Interest - Physical

5.00

3.

Cash Transaction Charge

Non-securities-related cash payments levied for all outward free payments including third party foreign exchange payments. No charge is levied for the receipt of incoming funds. Cash instructions that require manual input will incur an additional surcharge of $20.

Description

Rates(US$)

Foreign Exchange Payments

7.00

Outgoing Wires (Fed, Chips, SWIFT)

7.00

12

4.

Global Proxy Voting Service

This service includes the provision of an extensive suite of secure online tools to assist client exercise their corporate governance responsibilities, including in-market support for vote execution, share blocking, beneficial owner re-registration and power of attorney administration where required.

Global Proxy Voting Fee Schedule

Tier A: US$15

Tier B: US$35

Tier C: US$60

Australia

Singapore

Argentina

Italy

Bahrain

South Africa

Austria

Jordan

Bangladesh

South Korea

Belgium

Lebanon

Bermuda

Spain

Brazil

Malta

Canada

Sri Lanka

Colombia

Mauritius

China+

Taiwan

Croatia

Mexico

Chile

Thailand

Cyprus

Netherlands

Estonia

Tunisia

Czech Republic

Norway+

Euroclear

Ukraine

Denmark

Pakistan

Hong Kong

United Kingdom

Egypt

Poland

India+

United States

Ecuador

Portugal

Indonesia

Vietnam

Finland

Slovak

Ireland

Venezuela

France

Sweden+

Israel

Germany

Switzerland

Jamaica

Greece

Turkey

Japan

Hungary

Malaysia

Iceland

New Zealand

Philippines

Russia+

+ The fee for this country is the fee for the appropriate tier plus out of pocket expenses

13

Fund Accounting

The following schedule shall be employed in the calculation of the annual fees payable for the services provided under this Agreement. For purposes of determining the asset levels at which a Tier applies, assets for that fund type across the entire JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) shall be used.

Money Market Funds*

Tier One

First 5,000,000,000

0.75 bps

Tier Two

Next $7,500,000,000

0.60 bps

Tier Three

Next $22,500,000,000

0.30 bps

Tier Four

Over $35,000,000,000

0.10 bps

Fixed Income Funds

Tier One

First $12,500,000,000

0.90 bps

Tier Two

Next $7,500,000,000

0.50 bps

Tier Three

Next $10,000,000,000

0.35 bps

Tier Four

Over $30,000,000,000

0.20 bps

U.S. Equity Funds

Tier One

First $12,500,000,000

0.85 bps

Tier Two

Next $7,500,000,000

0.50 bps

Tier Three

Next $10,000,000,000

0.35 bps

Tier Four

Over $30,000,000,000

0.25 bps

International Funds

Tier One

First $12,500,000,000

2.00 bps

Tier Two

Over $12,500,000,000

1.75 bps

Emerging Markets Funds

Tier One

First $12,500,000,000

3.00 bps

Tier Two

Over $12,500,000,000

2.00 bps

14

Other Fees

Minimums**

U.S. Equity

$20,000

U.S. Fixed Income

$20,000

Money Markets

$10,000

International

$25,000

Emerging Markets

$40,000

Highbridge Statistical Market Neutral Fund***

$30,000

Additional Share Classes (except Fund of Funds****)

$2,000

Multi-Manager (per manager)

$6,000

Fund Mergers (per fund)

$1,500

Fund of Funds *****

$15,000

* A cap on Fund Accounting fees for the Money Market Funds will be set a $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived.

** Fund minimums will apply only for Funds that have commenced operations. Start up funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations.

*** Plus $20 per trade requiring manual entry into the WINS accounting platform

**** Fund of Funds will be charged a share class fee of $2,000 per annum after the 3rd share class.

***** This flat fee applies to Fund of Funds investing in JPM funds only. For any long term funds investing only in Fund of Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply.

15

Global Derivative Services:

Instrument Coverage / Fees

Instruments covered are standard transactions of the types listed in the fee schedule below and outlined in Appendix A of the Service Level Document. Exotic or structured trades are excluded from this fee schedule. Instruments covered by the fee schedule may be expanded by mutual agreement of the parties.

Instruments

Transaction (STP+) Set up Fee US$* (per Trade)

Amendment (STP+) Fees

US$

(per Trade)

Daily

Lifecycle

Management Fee US$

(per Position per Day)

Collection of Broker Price

Fee US$

(per Position per Day)

Independent Valuation

US$

(per Position per Day)

Forward Rate Agreements

40.00

10.00

0.40

1.50

0.25

Interest Rate Swaps (including caps & Floors)

40.00

10.00

0.40

1.50

0.25

Swaptions

40.00

10.00

0.40

1.50

0.25

Credit Default Swaps – Single Name & Index

40.00

10.00

0.40

1.50

Not in Scope

Price Locks

40.00

10.00

0.40

1.50

Not in Scope

Currency Options

40.00

10.00

0.40

1.50

Not in Scope

Bond Options

40.00

10.00

0.40

1.50

Not in Scope

Inflation Swaps

40.00

10.00

0.40

1.50

Not in Scope

Total Return Swaps

40.00

10.00

0.40

1.50

Not in Scope

+Straight Through Processing

* Tiered Fees

A tiered structure will be applied to the new transaction set up fee for the JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) on the following basis:

16

•

US$ 40 : 0 – 2,000 new transactions per month

•

US$ 35: 2,000 – 4,000 new transactions per month

•

US$ 30: > 4,000 new transactions per month

These transaction fees will be applied across all transactions on a pro-rata basis.

Notes

1)

A one time set-up fee applies to, and will be charged for, all new transactions.

2)

Amendment fees will be charged for the following types of transactions including, but are not limited to: trade amends, cancellations, partial/full terminations, amendments, unwinds, terminations, cancellations, novations, restructures, option exercises, notional re-sets, option expiries, maturities or credit events.

3)

Independent Valuation fees and daily administration fees will be calculated based on the number of open positions at the end of each business day, aggregated across all funds/accounts. Broker price fees will be calculated based on the number of open positions at month end.

4)

New non-STP trades will be charged at twice the rate of STP trades. Likewise, non-STP trade amendments will be charged at twice the rate of STP trade amendments. If Bank causes the trade or amendment not to be STP, then there will not be an extra charge.

Out-of-pocket Expenses

Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*:

•

Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include:

•

Account opening fees in the local market(s)

•

Local administrator, legal counsel and tax consultant fees as required

•

Local crossing, transaction, registration and/or depository fees

•

Transportation costs for shipment of physical securities and/or script

•

Translation services, travel and accommodation expenses, legal fee and personal attendance expenses as required

•

Information, Pricing, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as IDC, JJ Kenny, Bear Sterns, Xciteck, Reuters, Bloomberg, CCH, Exchange fees, Options Price Reporting Authority, Standard and Poors, Hedgetek, Wall Street Concepts, Easylink

- Archives. Archive charges to include storage, transportation, and recalls of archive boxes.

17

- Printing/Copying. These charges include expenses associated with printing copying and fax support.

*Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations.

18

Fee Terms and Conditions

Bank's fees shall remain in place for a period of 3 years from the effective date of the fee schedule.

Bank reserves the right to renegotiate its fee schedule at any time, should the Customer actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop our fee proposal. The fee schedule may also be amended by mutual agreement of the parties if the Customer’ service requirements change; each party agrees to negotiate, diligently and in good faith, to agree upon new fees for such service requirement changes. Bank and the Customer agree to revisit this arrangement.

Fees for additional service(s) and/or market(s) added at the request of the Customer while this fee schedule is in effect will be assessed at Bank's standard price(s); unless an alternative pricing arrangement is agreed upon in advance by the Customer and Bank.

JPMorgan requires invoices to be paid in U.S. Dollars, unless Bank and the Customer have agreed upon alternative payment arrangements in advance of remittance.

Basis point fee(s), if applicable, will be calculated at the end of the monthly billing period using asset values derived by Bank from data provided by its selected pricing sources. In the event that Bank must rely on the Customer or a portfolio manager or other party(ies) selected by the Customer to provide valuation(s) for the purpose of calculating basis point fee(s), Bank must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by Bank. In the event that Bank does not receive valuations by the required date, Bank will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s).

Bank will present invoices monthly in arrears, with payment expected via wire transfer, unless an alternative billing arrangement is negotiated between the Customer and Bank. All annual fees, including basis point fees, will be pro-rated based on the number of months included in the billing period.

Any customized technology projects required to meet the Customer specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Customer based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Customer and Bank.

19

GRAPHIC 15 img1.jpg GRAPHIC begin 644 img1.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`.X\?^/;+P7IF?EGU&=3]GM\_P#CS>BC]:\>\1ZG>:S\ M+]/U#4)VGN9]8G9W8_[`X'H/:N"KNOAO\1[CPA>"RO6>;2)F^=.IA)_C7^H[ M_6OHRUNK>^M8KJUF2:"90\$M)\7?#6WMM6CD>."^E=!'(4YP!VK?\` M^%+>"_\`GUNO_`EJ\Z\3V_P]\,>(;K1IO#VI3O;%09$O_"+6M& MU"SU"QT2RO;2WM61S'C4444444444444444444445\:>6 M_P#<;\J^B?@B"/A^`01_IUWZ0 M?^SU[11111111111111111111117D'Q#U#QWX-F^V6NH176E2L0LGV*+="<\ M*_R_D>]<.OQ?\:J,+J42CT6UC'_LM21?%_QL\R*=43!8`_Z-'_A47Q/MY[SX MH:C;V\32S2O"J(@R68QIP!7L'PO\"R>#-(EDO)-U_?;6G13\L8&<*/4_,\`7>JZC<"6[C>8*XC"X M"J".`,=:\VT#XA?$;Q+JB:9IFHPR7+JS!7AB48`R>2*VM9\2?%GPC:C4-66V MEM-P#-Y<;JI/0';@C-=KX+\?CQCX8OKP0"UO[)#YL:G*YVDJPSV.#P?2O(4^ M+GCJ0.4U)6"+N;%M'P/7I[U[5\.?$TOBOPA;W]RX>[1FBN"`!EP>N!TR"#7! M?$;XE>(--\9/H_AVY5$MHPL@$*N6DQN/4'H,?D:M?";QYXB\4>)+FSU>]6>" M.U,BJ(E7#;E&<@>A->G:IK.F:+;^?J=_!9QGHTT@7/T]?PK(MOB+X/NYQ#%X M@M-['`WL4!_%@!71&6,0^=O7RPN[?GC'7.:R8/%_ANY@GG@URQDBMU#3.LZX M0'IDYJ32/$^AZ^\J:5J<%VT(S((VR5'K52Y\>>$[2Y-M/X@L5E4X8>:#@^Y' M%6)/%WAR*>*!]N7!X&.>N?2LJW\8>&[J M.:2#7;"1(%W2L+A<(/4G-,T_QIX9U6\6SL-;M)[ASA8UDY;Z9Z_A6Y4-W:6] M_:2VEW"DT$RE)(W&0P/:O&]3^`<[ZC,^EZO#%9LV8HYT8N@]"1UQZU7C^`6K M)(K_`-MV?RD'_5O7I^G^#-/M/%E_XFF`GOKHJ(BPX@4(%./_9(W7R8R03D M8ST-=GXM\?>(_&^DMH5AX6NK=+AE\PA'D9L'(`^4`<@5UOPY\%7OA/PAJL^I M@1WE]$6,(.?*55.`3Z\G]*\O^%VF1:UXHN-,F`V7>GSQ$GME>#^!P:Z#X2>( MAX4U37-)U-O+2.%YBI/22+.X#W(S^54/`MA-XAOO$_B>]&XP65P^X_\`/616 M_D-WZ5;^`W'C&]_Z\6_]#2L_38Y?B=\4S'JUQ)]F:21M@;&R),X1?3M^9->B M^,_A7X8_X16]GTRP6RN[2!I8Y$=CNVC.&R3G(%<]\&_$%Y=:)K>AW$K2PVUJ M9K?<<[`00RCVZ''UKD/A=X5M?%OB22RU!Y/L4,)FECCTB\72&3RW,L-M&6W.<8R0O./K@5YCXDU+X:W^@W,>C>'[^VNPA,%PD1"AA M_>RQX_"ND^"]]<3^"==M)96>&V),2DYV[D.0/;(S^)KBOA5X0T[Q?KMS!JC2 MFWMH1*8XVV^8ZT445QOQ`\5:_P"&/L#Z)HW]I)-O\_$3OLQMV_=Z9R>OI7E/ MB&X\=_$V^MH'T":"&`GRXUA:.-2>K,SUZ_X;\+GPMX!;1E;S[@02-(R#[\C` MYQ^@'TKRSX2>&M=TSQY;W-_I%[;0"&4&26!E4$KQR17OE5M21I-,ND12S-"X M`'4G::\.^$7AO7-+\=17-_I%Y:PBWD!DFA95R0,#)%,^*O@?5_\`A-9[_2-, MNKFWOD$K-;Q,P5^C`X]<9_&NY\'>%[C0_A)>6KVLBW]];32R1;?GW,A"KCUP M!QZFN6^"WA_6=)\5W<^HZ5=VD36;*'FA9`3O7C)J#7?!?B7P+XU/B7PW9O?6 MGFM*JQJ7*!L[D91SCDX(_G5K7OB'XM\5:1+HNF>$+RUEND\N:3:[G:>H'R@# M/J:Z+X=>`+OPGX;U*XU``ZE?PE3$AW>6H!PN>Y)/./:N<^"F@:QI/B:^FU'2 M[NTC>TVJ\T+("=Z\9-=]\1_"#^,O#)L[9E2\MY!-;ES@,P!!4GMD'\\5YSX5 MUWX@^"K(Z$?"EQ>QJY,(>)_D)/(#+D$9Y_K7*ZPNN2?$NUD\0*JZE<75O(\2 M$'RP2NU>.F!CBNQ^+?A'7)/%\7B*RTZ34K/9'NC12^PIU5E'.T_U-6]4\8^* M?%/AZZT?2/`UQ:1RV[)-)(#M5<-'+(7$$9?:"%QG%>QZ3="UOC'F&8D@*00>P/8'M7C%Q\1?B!8R_8)=3LGE'R^:(!GZ J_=_I71>`?AQ>7.MQ^+_$>HI>SE_-B1"6+/V9B0.G8#V]*];HHHHHK__9 ` end EX-99.(H)(1)(C) 16 d23121_exh1c.htm
Appendix A

Transfer Agency Agreement for JPMorgan Funds

(Amended as of February 14, 2008)

JPMorgan Trust I

JPMorgan Emerging Markets Debt Fund

JPMorgan Bond Fund

JPMorgan Strategic Income Fund

JPMorgan Short Term Bond Fund

JPMorgan Enhanced Income Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Intermediate Tax Free Bond Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Tax Aware Short-Intermediate Income Fund

JPMorgan Tax Aware Disciplined Equity Fund

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Tax Aware U.S. Equity Fund

JPMorgan Tax Aware Large Cap Growth Fund

JPMorgan Equity Income II Fund

JPMorgan Intrepid International Fund

JPMorgan Market Neutral Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan International Opportunities Fund

JPMorgan International Value Fund

JPMorgan Asia Equity Fund

JPMorgan Intrepid European Fund

JPMorgan International Small Cap Equity Fund

JPMorgan Japan Fund (to be renamed JPMorgan Intrepid Japan Fund as of 3/31/08)

JPMorgan International Equity Fund

JPMorgan Disciplined Equity Fund

JPMorgan Diversified Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan Capital Growth Fund

JPMorgan Dynamic Small Cap Growth Fund

JPMorgan Growth and Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Small Cap Core Fund

JPMorgan Small Cap Equity Fund

JPMorgan Value Advantage Fund

JPMorgan Intrepid America Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid Multi Cap Fund

JPMorgan Intrepid Value Fund

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan California Municipal Money Market Fund

JPMorgan Federal Money Market Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan Prime Money Market Fund

JPMorgan Tax Free Money Market Fund

A-1

JPMorgan Trust I (continued)

JPMorgan Tax Aware Core Equity Fund

JPMorgan Tax Aware Diversified Equity Fund

JPMorgan Tax Aware Real Return Fund

JPMorgan Real Return Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan Micro Cap Fund

Highbridge Statistical Market Neutral Fund

JPMorgan Intrepid Plus Fund

JPMorgan Strategic Small Cap Value Fund

JPMorgan SmartRetirement Income Fund

JPMorgan SmartRetirement 2010 Fund

JPMorgan SmartRetirement 2015 Fund

JPMorgan SmartRetirement 2020 Fund

JPMorgan SmartRetirement 2030 Fund

JPMorgan SmartRetirement 2040 Fund

JPMorgan International Realty Fund

JPMorgan China Region Fund

JPMorgan Global Focus Fund

JPMorgan Strategic Appreciation Fund

JPMorgan Strategic Preservation Fund

JPMorgan India Fund

JPMorgan International Currency Income Fund

JPMorgan Latin America Fund

JPMorgan Russia Fund

JPMorgan Tax Aware Real Return SMA Fund

JPMorgan Income Builder Fund

JPMorgan SmartRetirement 2025 Fund

JPMorgan SmartRetirement 2035 Fund

JPMorgan SmartRetirement 2045 Fund

JPMorgan SmartRetirement 2050 Fund

JPMorgan Value Discovery Fund

JPMorgan Tax Aware High Income Fund

JPMorgan Dynamic Growth Fund

JPMorgan Dynamic Small Cap Core Fund

JPMorgan International Value SMA Fund

JPMorgan U.S. Large Cap Value Plus Fund

JPMorgan Emerging Economies Fund

JPMorgan Intrinsic Value Fund

JPMorgan International Markets Fund (effective upon the effectiveness of the Fund’s registration statement)

A-2

Undiscovered Managers Funds

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Value Fund

JPMorgan Realty Income Fund

Undiscovered Managers Small Cap Growth Fund

J.P. Morgan Mutual Fund Group

JPMorgan Short Term Bond Fund II

J.P. Morgan Fleming Mutual Fund Group, Inc.

JPMorgan Mid Cap Value Fund

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Growth Advantage Fund

UM Investment Trust

Undiscovered Managers Multi-Strategy Fund

J.P. Morgan Series Trust II

JPMorgan Bond Portfolio

JPMorgan International Equity Portfolio

JPMorgan Mid Cap Value Portfolio

JPMorgan Small Company Portfolio

JPMorgan U.S. Large Cap Core Equity Portfolio

JPMorgan Institutional Trust

JPMorgan Ultra Short-Term Bond Trust

JPMorgan Short-Term Bond Trust

JPMorgan Intermediate Bond Trust

JPMorgan Core Bond Trust

JPMorgan Equity Index Trust

JPMorgan Trust II

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan Diversified Mid Cap Growth Fund

JPMorgan Diversified Mid Cap Value Fund

JPMorgan Intrepid Mid Cap Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Market Expansion Index Fund

JPMorgan International Equity Index Fund

JPMorgan Multi-Cap Market Neutral Fund

JPMorgan U.S. Real Estate Fund

JPMorgan Investor Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

A-3

JPMorgan Trust II (continued)

JPMorgan Short Duration Bond Fund

JPMorgan Ultra Short Duration Bond Fund

JPMorgan Intermediate Bond Fund

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Government Bond Fund

JPMorgan Treasury & Agency Fund

JPMorgan High Yield Bond Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Short Term Municipal Bond Fund

JPMorgan Tax Free Bond Fund

JPMorgan Municipal Income Fund

JPMorgan Arizona Municipal Bond Fund

JPMorgan Kentucky Municipal Bond Fund

JPMorgan Louisiana Municipal Bond Fund

JPMorgan Michigan Municipal Bond Fund

JPMorgan Ohio Municipal Bond Fund

JPMorgan West Virginia Municipal Bond Fund

JPMorgan Liquid Assets Money Market Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

JPMorgan Municipal Money Market Fund

JPMorgan Michigan Municipal Money Market Fund

JPMorgan Ohio Municipal Money Market Fund

JPMorgan Insurance Trust

JPMorgan Insurance Trust Balanced Portfolio

JPMorgan Insurance Trust Core Bond Portfolio

JPMorgan Insurance Trust Diversified Equity Portfolio

JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio

JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio

JPMorgan Insurance Trust Equity Index Portfolio

JPMorgan Insurance Trust Government Bond Portfolio

JPMorgan Insurance Trust International Equity Portfolio

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio

JPMorgan Insurance Trust Intrepid Growth Portfolio

JPMorgan Insurance Trust Large Cap Value Portfolio

JPMorgan Insurance Trust Small Cap Equity Portfolio

A-4

* * * * * * * *

BOSTON FINANCIAL DATA SERVICES, INC.

JPMORGAN TRUST I

JPMORGAN TRUST II

UNDISCOVERED MANAGERS FUNDS

J.P. MORGAN MUTUAL FUND GROUP

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.

J.P. MORGAN MUTUAL FUND INVESTMENT TRUST

UM INVESTMENT TRUST

J.P. MORGAN SERIES TRUST II

JPMORGAN INSTITUTIONAL TRUST

JPMORGAN INSURANCE TRUST

By:

By:

Name:

Name:

Title:

Title:

A-5

EX-99.(H)(4)(C) 17 d23121_exh4c.htm

May 1, 2008

J.P. Morgan Series Trust II

522 Fifth Avenue

New York, NY 10036

Dear Sirs:

JPMorgan Funds Management, Inc. hereby agrees to reimburse each Portfolio listed on Schedule A for the time periods so indicated. JPMorgan Funds Management, Inc. will reimburse to the extent total operating expenses exceed the rate of average daily net assets also indicated on Schedule A. This reimbursement arrangement does not include acquired fund fees and expenses, dividend expenses on securities sold short, interest, taxes and extraordinary expenses. This agreement supercedes any prior agreements between JPMorgan Funds Management, Inc. and the Trust.

JPMorgan Funds Management, Inc. understands and intends that the Portfolios will rely on this agreement in preparing and filing their registration statements on Form N-1A and in accruing the Portfolios' expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Portfolios to do so.

Please acknowledge acceptance on the enclosed copy of this letter.

Very truly yours,

JPMorgan Funds Management, Inc.

_____________________________

By:

Accepted by:

J.P. Morgan Series Trust II

_____________________________

By:

JPMSTII Expense Agreement

Page 2

SERIES TRUST II FUNDS

Fund Name

Year End

Expense Cap

Expense Cap Through

JPMorgan Bond Portfolio

December 31

0.60%

April 30, 2009

JPMorgan International Equity Portfolio

December 31

1.09%

April 30, 2009

JPMorgan U.S. Large Cap Core Equity Portfolio

December 31

0.85%

April 30, 2009

JPMorgan Mid Cap Value Portfolio

December 31

1.25%

April 30, 2009

JPMorgan Small Company Portfolio

December 31

1.08%

April 30, 2009

EX-99.(J) 18 d23121_ex-j.htm

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated February 13, 2008, relating to the financial statements and financial highlights which appear in the December 31, 2007 Annual Report to Shareholders of JPMorgan Bond Portfolio, JPMorgan International Equity Portfolio, JPMorgan Mid Cap Value Portfolio, JPMorgan Small Company Portfolio and JPMorgan U.S. Large Cap Core Equity Portfolio, which are incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights”, “Independent Registered Public Accounting Firm” and “Financial Statements” in such Registration Statement.

PricewaterhouseCoopers LLP

New York, NY

April 23, 2008

EX-99.(P)(2) 19 d23121_exp2.htm
Code of Ethics

of

•

J.P. Morgan Alternative Asset Management, Inc.

•

JPMorgan Asset Management (UK) Ltd.

•

JPMorgan Capital Management LLC

•

JPMorgan Investment Advisors Inc.

•

J.P. Morgan Investment Management Inc.

•

Security Capital Research & Management Inc.

(collectively, “JPMAM”)

Effective February 1, 2005

(Revised September 18, 2007)

Code of Ethics

JPMorgan Asset Management

Table of Contents

1. Introduction and Standards

1

1.1. Adoption of the Code of Ethics

1

1.2. Standards of Business Conduct

1

1.3. General Definitions

2

2. Reporting Requirements

3

2.1. Holdings Reports

3

2.1.1. Content of Holdings Reports

4

2.1.2. Timing of Holdings Reports

4

2.2. Transaction Reports

4

2.2.1. Content of Transaction Reports

4

2.2.2. Timing of Transaction Reports

4

2.3. Consolidated Report

5

2.4. Exceptions from Reporting Requirements

5

3. Pre-approval of Certain Investments

5

4.    Additional Restrictions and Corrective Action under the Personal Trading Policy and other related Policies and Procedures

5

4.1. Designated Broker Requirement

5

4.2. Blackout Provisions

5

4.3. Minimum Investment Holding Period and Market Timing Prohibition

6

4.4. Trade Reversals and Disciplinary Action

6

5. Books and Records to be Maintained by Investment Advisers

6

6. Confidentiality

7

7. Conflicts of Interest

7

7.1. Trading in Securities of Clients

7

7.2. Trading in Securities of Suppliers

7

7.3. Gifts

7

7.4. Entertainment

8

7.5. Political and Charitable Contributions

8

7.6. Outside Business Activities

8

8. Training

9

i

Code of Ethics

JPMorgan Asset Management

9. Escalation Guidelines

9

9.1. Violation Prior to Material Violation

9

9.2. Material Violations

9

ii

Code of Ethics

JPMorgan Asset Management

1.

Introduction and Standards

1.1.

Adoption of the Code of Ethics

This Code of Ethics for JPMAM (the “Code”) has been adopted by the registered investment advisers named on the cover hereof in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”). Rule 204A-1 requires, at a minimum, that an adviser’s code of ethics set forth standards of conduct, require compliance with federal securities laws and address personal trading by advisory personnel.

While all J.P. Morgan Chase & Co. (“JPMC”) staff, including JPMAM Supervised Persons as defined below, are subject to the personal trading policies under the JPMC Code of Conduct, the JPMAM Code establishes more stringent standards reflecting the fiduciary obligations of JPMAM and its Supervised Persons. Where matters are addressed by both the JPMC Code of Conduct and this Code, Supervised Persons of JPMAM must observe and comply with the stricter standards set forth in this Code.

JPMAM hereby designates the staff of its Compliance Department to act as designees for the respective chief compliance officers of the JPMAM registered investment advisers (“CCO”) in administering this Code. Anyone with questions regarding the Code or its application should contact the Compliance Department.

1.2.

Standards of Business Conduct

It is the duty of all Supervised Persons to place the interests of JPMAM clients before their own personal interests at all times and avoid any actual or potential conflict of interest. Given the access that Supervised Persons may have to proprietary and client information, JPMAM and its Supervised Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading. Supervised Persons must also comply with applicable federal securities laws and report any violations of the Code promptly to the Compliance Department, which shall report any such violation promptly to the CCO.

Access Persons, as defined below, must report, and JPMAM must review, their personal securities transactions and holdings periodically. See section 2. Reporting Requirements and the Personal Trading Policy for Investment Management Americas Staff (for internal use only), as defined below, for details regarding reporting procedures.

Compliance with the Code, and other applicable policies and procedures, is a condition of employment. The rules, procedures, reporting and recordkeeping requirements contained in the Code are designed to prevent employees from violating the provisions of the Code. Failure by a Supervised Person to comply with the Code may adversely impact JPMAM and may constitute a violation of federal securities laws.

The Compliance Department shall distribute to each Supervised Person a copy of the Code and any amendments, receipt of which shall be acknowledged in writing by the Supervised Person. Written acknowledgements shall be maintained by the Compliance Department in accordance with section 5. Books and Records to be Maintained by Investment Advisers. The form of acknowledgment shall be determined by the Compliance Department.

At least annually, each CCO must review the adequacy of the Code and the policies and the procedures herein referenced.

1

Code of Ethics

JPMorgan Asset Management

1.3.

General Definitions

(a)

Supervised Persons include:

(1)

Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMAM;

(2)

All employees of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMAM, sometimes referred to as “dual hatted” employees;

(3)

Certain consultants as well as any other persons who provide advice on behalf of JPMAM and are subject to JPMAM’s supervision and control; and

(4)

All Access Persons, as defined in paragraph (b).

(b)

Access Persons include any partner, officer, director (or other person occupying a similar status or performing similar functions) of JPMAM, as well as any other Supervised Person who:

(1)

Has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any registered fund advised or sub-advised by JPMAM; or

(2)

Is involved in making securities recommendations to clients, including Funds, or who has access to such recommendations that are nonpublic.

(c)

Associated Account refers to an account in the name or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.

(d)

Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

(e)

Beneficial ownership is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department. Please note: Any report required under section 2. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

(f)

Client refers to any entity (e.g., person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.

(g)

Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted

2

Code of Ethics

JPMorgan Asset Management

by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.

(h)

Fund means an investment company registered under the 1940 Act.

(i)

Initial public offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

(j)

JPMAM is an abbreviation for JPMorgan Asset Management, the asset management business of JPMorgan Chase & Co. Within the context of this document, JPMAM refers to the U.S. registered investment advisers of JPMorgan Asset Management identified on the cover of this Code.

(k)

Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 there under.

(l)

Personal Trading Policy refers to the Personal Trading Policy for Investment Management Americas Staff and/or the Personal Investment Policy for JPMAM Employees in EMEA, Asia and Japan, as applicable, and the procedures there under.

(m)

Reportable Security means a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Also included in this definition are open-end mutual funds (except as noted below) and exchange traded funds. Excluded from this definition are:

(1)

Direct obligations of the Government of the United States;

(2)

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

(3)

Shares issued by money market funds; and

(4)

Shares of other types of mutual funds, unless JPMAM acts as the investment adviser, sub-adviser or principal underwriter for the Fund.

2.

Reporting Requirements

2.1.

Holdings Reports

Access Persons must submit to the Compliance Department a report, in the form designated by the Compliance Department, of the Access Person’s current securities holdings that meets the following requirements:

3

Code of Ethics

JPMorgan Asset Management

2.1.1.

Content of Holdings Reports

Each holdings report must contain, at a minimum:

(a)

The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.);

(b)

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership; and

(c)

The date the Access Person submits the report.

2.1.2.

Timing of Holdings Reports

Access Persons must each submit a holdings report:

(a)

No later than 10 days after the person becomes an Access Person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

(b)

At least once each 12-month period thereafter on January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted.

2.2.

Transaction Reports

Access Persons must submit to the Compliance Department quarterly securities transactions reports, in the form designated by the Compliance Department, that meet the following requirements:

2.2.1.

Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

(a)

The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

(b)

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c)

The price of the security at which the transaction was effected;

(d)

The name of the broker, dealer or bank with or through which the transaction was effected; and

(e)

The date the Access Person submits the report.

2.2.2.

Timing of Transaction Reports

4

Code of Ethics

JPMorgan Asset Management

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

2.3.

Consolidated Report

At the discretion of the Compliance Department, the form of annual holdings report may be combined with the form of the concurrent quarterly transaction report, provided that such consolidated holdings and transaction report meets, at a minimum, the timing requirements of both such reports if submitted separately.

2.4.

Exceptions from Reporting Requirements

An Access Person need not submit:

(a)

Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

(b)

A transaction report with respect to transactions effected pursuant to an automatic investment plan;

(c)

A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Compliance Department holds in its records so long as the Compliance Department receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

3.

Pre-approval of Certain Investments

Supervised Persons must obtain approval from the Compliance Department before they directly or indirectly acquire beneficial ownership in any reportable security, including initial public offerings and limited offerings. The Personal Trading Policy shall set forth the Compliance pre-clearance procedures as well as any exceptions to the pre-clearance requirement.

4.

Additional Restrictions and Corrective Action under the Personal Trading Policy and other related Policies and Procedures

In furtherance of the standards for personal trading set forth herein, JPMAM shall maintain a Personal Trading Policy with respect to the trading restrictions and corrective actions discussed under this section 4, and such other restrictions as may be deemed necessary or appropriate by JPMAM.

4.1.

Designated Broker Requirement

Any Associated Account, except as otherwise indicated in the Personal Trading Policy, must be maintained with a Designated Broker, as provided under the JPMC Code of Conduct and the Personal Trading Policy.

4.2.

Blackout Provisions

The personal trading and investment activities of Supervised Persons are subject to particular scrutiny because of the fiduciary nature of the business. Specifically, JPMAM must avoid even the appearance that its Supervised Persons conduct personal transactions in a manner that conflicts with the firm’s investment activities on behalf of clients. Towards this end, Supervised Persons may be restricted from conducting personal investment transactions during certain periods (“Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions (see section 4.4). Additionally, the Compliance Department may restrict

5

Code of Ethics

JPMorgan Asset Management

the personal trading activity of any Supervised Person if such activity has the appearance of violating the intent of the blackout provision or is deemed to present a possible conflict of interest.

The Blackout Periods set forth in the Personal Trading Policy may reflect varying levels of restriction appropriate for different categories of Supervised Persons based upon their level of access to nonpublic client or proprietary information.

4.3.

Minimum Investment Holding Period and Market Timing Prohibition

Supervised Persons are subject to a minimum holding period, as set forth under the Personal Trading Policy, for all transactions in Reportable Securities, as defined under section 1.3.

Supervised Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security. Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

Please see the Personal Trading Policy for further details on transactions covered or exempted from the minimum investment holding period.

4.4.

Trade Reversals and Disciplinary Action

Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm’s fiduciary responsibility or a violation of the Code or the Personal Trading Policy. Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of black out period requirements under the Personal Trading Policy.

Disciplinary actions resulting from a violation of the Code will be administered in accordance with related JPMAM policies governing disciplinary action and escalation. All violations and disciplinary actions will be reported promptly by the Compliance Department to the JPMAM CCO. Violations will be reported at least quarterly to the firm’s executive committee and, where applicable, to the directors or trustees of an affected Fund.

Violations by Supervised Persons of any laws that relate to JPMAM’s operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal and, if applicable, termination of registration.

5.

Books and Records to be Maintained by Investment Advisers

(a)

A copy of this Code and any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that has been in effect during the past five years;

(b)

A record of any violation of the Code, and any action taken as a result of that violation;

(c)

A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;

(d)

    A record of each report made by an Access Personas required under section 2. Reporting Requirements;

(e)

A record of the names of persons who are currently, or within the past five years were, Access Persons;

6

Code of Ethics

JPMorgan Asset Management

(f)

A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Supervised Persons under section 3. Pre-approval of Certain Investments, for at least five years after the end of the fiscal year in which the approval is granted; and

(g)

Any other such record as may be required under the Code or the Personal Trading Policy.

6.

Confidentiality

Supervised Persons have a special responsibility to protect the confidentiality of information related to customers. This responsibility may be imposed by law, may arise out of agreements with customers, or may be based on policies or practices adopted by the firm. Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers. Various business units and geographic areas within JPMC have internal policies regarding customer privacy.

The foregoing notwithstanding, JPMAM and its Supervised Persons must comply with all provisions under the Bank Secrecy Act, the USA Patriot Act and all other applicable federal securities laws, as well as applicable anti-money laundering and know your client policies, procedures and training requirements of JPMAM and JPMC.

7.

Conflicts of Interest

With regards to each of the following restrictions, more detailed guidelines may be found under the applicable JPMAM policy and/or the JPMC Code of Conduct.

7.1.

Trading in Securities of Clients

Supervised Persons should not invest in any securities of a client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMAM if such investment could be perceived as based on confidential information.

7.2.

Trading in Securities of Suppliers

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMAM may not invest in the securities of such supplier. If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:

(a)

Disclose this fact to your department head and the Compliance Department; and

(b)

Obtain prior approval from the Compliance Department before selling such securities.

7.3.

Gifts

A conflict of interest occurs when the personal interests of Supervised Persons interfere or could potentially interfere with their responsibilities to the firm and its clients. Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the Supervised Person. More specific guidelines are set forth under the JPMC Code of Conduct and operating procedures for the JPMAM Gift, Entertainment and Political Contributions Database. Supervised Persons are required to log all gifts subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of JPMAM Gift & Entertainment Polices are subject to the Escalation Guidelines.

7

Code of Ethics

JPMorgan Asset Management

7.4.

Entertainment

No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of JPMAM. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present, and only to the extent that such entertainment is permissible under the JPMC Code of Conduct and operating procedures for the JPMAM Gift, Entertainment and Political Contributions Database. Supervised Persons are required to log all entertainment subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of JPMAM Gift & Entertainment Polices are subject to the Escalation Guidelines.

7.5.

Political and Charitable Contributions

Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, Supervised Persons are prohibited from considering JPMAM’s current or anticipated business relationships as a factor in soliciting political or charitable donations. Additional restrictions, disclosures and other requirements regarding political activities are described under the JPMC Code of Conduct. Supervised Persons are required to pre-clear all political contributions to the election campaigns of non-federal level candidates and PACs. The Code of Ethics now specifically requires that employees log all gift and entertainment occurrences into the Gift, Entertainment and Political Contributions Database and makes violations of JPMAM Gift & Entertainment Polices subject to the Escalation Guidelines.

7.6.

Outside Business Activities

A Supervised Person’s outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to the firm or its clients. Supervised Persons must be alert to potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises. Supervised Persons may not, directly or indirectly:

(a)

Accept a business opportunity from someone doing business or seeking to do business with JPMAM that is made available to the Supervised Person because of the individual’s position with the firm.

(b)

Take for oneself a business opportunity belonging to the firm.

(c)

Engage in a business opportunity that competes with any of the firm’s businesses.

More specific guidelines are set forth under the conflicts of interest policy of JPMAM and under the JPMC Code of Conduct. Procedures and forms for pre-clearance of these activities by the Office of the Secretary of JPMC are available in the JPMC Procedures for Pre-Clearance of Outside Activities Referenced in the JPMC Code of Conduct. Supervised Persons must seek a new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job or association with JPMAM or in your role with respect to that activity or organization. You are required to be continually alert to any real or apparent conflicts of interest with respect to investment management activities and promptly disclose any such conflicts to Compliance and the Office of the Corporate Secretary. You must also notify the Office of the Secretary of JPMC when any approved outside activity terminates.

8

Code of Ethics

JPMorgan Asset Management

Regardless of whether an activity is specifically addressed under JPMAM policies or the JPMC Code of Conduct, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.

8.

Training

There are several mandatory training courses given each year by Compliance (e.g., AML, Privacy, and Code of Conduct). Failure to attend and/or complete required Compliance training courses will now be subject to the Escalation Guidelines.

9.

Escalation Guidelines

Compliance maintains the Escalation Guidelines, which is applicable to employees of J.P. Morgan Alternative Asset Management, JPMorgan Capital Management, JPMorgan Investment Advisors, J.P. Morgan Investment Management and Security Capital Research & Management. Please note, the Escalation Guidelines is an internal Compliance document and is used to notify Group Heads and/or Managers of appropriate action that needs to be taken.

9.1.

Violation Prior to Material Violation

While the Group Head is notified of all violations, he/she is now required to have a face-to-face meeting with the employee when the employees’ next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and Group Head, and returned to Compliance for record keeping.

9.2.

Material Violations

All material violations now require the Group Head and HR to have a face-to-face meeting with the employee and to document the meeting specifics in the employee's personnel file. Once again, the employee will be required to acknowledge in writing the material nature of the violation and that he/she will be compliant going forward. The written acknowledgement, signed by both the employee and Group Head, will be returned to Compliance and HR for record keeping.

There will now be a mandated suspension of trading privileges for six months for all material violations regardless of type. Transactions may be allowed for hardship reasons, but require pre-clearance by Compliance and the Group Head.

A list of all individuals who have received material violations will be circulated to the appropriate Group Head and Eve Guernsey on a periodic basis and will be a factor in the employee’s annual compensation.

9

EX-99.(D) 20 d23121_ex99d.htm

JPMorgan Trust I

J.P. Morgan Series Trust II

JPMorgan Trust II

JPMorgan Insurance Trust

J.P. Morgan Fleming Mutual Fund Group, Inc.

Undiscovered Managers Funds

J.P. Morgan Mutual Fund Group

UM Investment Trust

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Institutional Trust

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Robert L. Young, Patricia A. Maleski, Stephanie J. Dorsey, Jessica K. Ditullio, Nancy E. Fields, Elizabeth A. Davin, John T. Fitzgerald, Pamela L. Woodley, Ellen W. O’Brien, Stephen M. Ungerman, Arthur A. Jensen, Laura S. Melman, Joseph Bertini and Thomas J. Smith, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact's name, place and stead, to sign any and all registration statements or other filings made with the Securities and Exchange Commission or any state regulatory agency or authority applicable to the above named Trusts, and any amendments or supplements thereto, and withdrawals thereof, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory agency or authority, as appropriate, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person in his or her capacity as a Trustee or officer of the Trusts, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

_/s/ George C.W. Gatch_______________

George C.W. Gatch

Dated: April 21, 2008

EX-99.(E) 21 d23121_ex99e.htm

JPMorgan Trust I

J.P. Morgan Series Trust II

JPMorgan Trust II

JPMorgan Insurance Trust

J.P. Morgan Fleming Mutual Fund Group, Inc.

Undiscovered Managers Funds

J.P. Morgan Mutual Fund Group

UM Investment Trust

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Institutional Trust

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints George C.W. Gatch, Robert L. Young, Patricia A. Maleski, Jessica K. Ditullio, Nancy E. Fields, Elizabeth A. Davin, John T. Fitzgerald, Pamela L. Woodley, Stephen M. Ungerman, Arthur A. Jensen, Laura S. Melman, Joseph Bertini and Thomas J. Smith, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place and stead, to sign any and all registration statements or other filings made with the Securities and Exchange Commission or any state regulatory agency or authority applicable to the above named Trusts, and any amendments or supplements thereto, and withdrawals thereof, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory agency or authority, as appropriate, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person in his or her capacity as a Trustee or officer of the Trusts, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

_/s/ Stephanie J. Dorsey________________

Stephanie J. Dorsey

April 18, 2008

EX-99.(F) 22 d23121_ex-99f.htm
J.P. Morgan Series Trust II

JPMorgan Institutional Trust

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints George C.W. Gatch, Robert L. Young, Patricia A. Maleski, Jessica K. Ditullio, Elizabeth A. Davin, John T. Fitzgerald, Pamela L. Woodley, Ellen W. O’Brien, Stephen M. Ungerman, Arthur A. Jensen, Laura S. Melman, Joseph Bertini and Thomas J. Smith, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such attorney-in-fact in such attorney-in-fact’s name, place and stead, to sign any and all registration statements or other filings made with the Securities and Exchange Commission or any state regulatory agency or authority applicable to the above named Trusts, and any amendments or supplements thereto, and withdrawals thereof, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory agency or authority, as appropriate, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person in his or her capacity as a Trustee or officer of the Trusts, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Powers of Attorney may be signed in one or more counterparts, each of which shall me deemed an original, but all of which together shall constitute one and the same document.

__/s/ John F. Williamson___________

John. F. Williamson, Trustee

Dated April 11, 2008

-----END PRIVACY-ENHANCED MESSAGE-----

Copies to:	Frederick Wertheim, Esq.	Elizabeth A. Davin, Esq.
	Sullivan & Cromwell	JPMorgan Chase & Co
	125 Broad Street	1111 Polaris Parkway
	New York, NY 10004	Columbus, OH 43240

It is proposed that this filing will become effective (check appropriate box)
o	immediately upon filing pursuant to paragraph (b)

x	on May 1, 2008 pursuant to paragraph (b)
o	60 days after filing pursuant to paragraph (a)(1)
o	on (date) pursuant to paragraph (a)(1)

o	75 days after filing pursuant to paragraph (a)(2)
o	on (date) pursuant to paragraph (a)(2) of Rule 485.

JPMorgan Bond Portfolio					1
The Portfolio’s Management and Administration					8
Shareholder Information					9
Pricing Portfolio Shares					9
Purchasing Portfolio Shares					9
Redeeming Portfolio Shares					10
Abusive Trading					10
Voting and Shareholder Meetings					1 0
Distributions and Taxes					11
Availability of Proxy Voting Record					1 1
Portfolio Holdings Disclosure					12
Investment Practices					13
Risk and Reward Elements for the Portfolio					2 0
Financial Highlights					2 6
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					2 8
How to Reach Us					B ack cover

	Past 1 Year	Past 5 Years	Past 10 Years
JPMORGAN BOND PORTFOLIO	1.33	3.25	4.90

LEHMAN BROTHERS U.S. AGGREGATE INDEX^{1,^}	6.97	4.42	5.97

LIPPER VARIABLE UNDERLYING FUNDS CORPORATE DEBT FUNDS A-RATED INDEX^{2,^}	5.24	4.32	5.49

Management Fees	0.30
Distribution (Rule 12b-1) Fees	NONE
Other Expenses¹	0. 4 8
Acquired Fund Fees and Expenses²	0.01

Total Annual Operating Expenses³	0. 79

Fee Waiver and Expense Reimbursements⁴	(0.1 8	)

Net Expenses	0.61

	If appropriate, check the following box:
o	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

INSTRUMENT				RISK TYPE
Adjustable Rate Mortgage Loans ( ARMs ): Loans in a mortgage pool which provide for a fixed initial mortgage interest rate for a specified period of time, after which the rate may be subject to periodic adjustments.				Credit Interest Rate Market Political Prepayment
Asset-Backed Securities: Securities secured by company receivables, home equity loans, truck and auto loans, leases, credit card receivables and other securities backed by other types of receivables or other assets.				Credit Interest Rate Market Political Prepayment
Auction Rate Securities: Auction rate securities consist of auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies that invest primarily in municipal securities.				Credit Interest Rate Market
Bank Obligations: Bank obligations consist of bankers’ acceptances, certificates of deposit and time deposits. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Maturities are generally six months or less. Certificates of deposit and time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds.				Credit Currency Interest Rate Liquidity Market Political
Borrowings: The Portfolio may borrow for temporary purposes and/or for investment purposes. Such a practice will result in leveraging of the Portfolio’s assets and may cause the Portfolio to liquidate Portfolio positions when it would not be advantageous to do so. The Portfolio must maintain continuous asset coverage of 300% of the amount borrowed, with the exception of borrowings not in excess of 5% of the Portfolio’s total assets made for temporary administrative purposes .				Credit Interest Rate Market
Brady Bonds: Brady bonds are securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings.				Credit Currency Foreign Investment Interest Rate Market Political
Call and Put Options: A call option gives the buyer the right to buy, and obligates the seller of the option to sell, a security at a specified price at a future date. A put option gives the buyer the right to sell, and obligates the seller of the option to buy a security at a specified price at a future date. The Portfolio will sell only covered call and secured put options.				Credit Leverage Liquidity Management Market
Commercial Paper: Secured and unsecured short-term promissory notes issued by corporations and other entities. Maturities generally vary from a few days to nine months.				Credit Currency Interest Rate Liquidity Market Political

INSTRUMENT				RISK TYPE
Convertible Securities: Bonds or preferred stock that can convert to common stock.				Credit Currency Interest Rate Liquidity Market Political Valuation
Corporate Debt Securities: Corporate debt securities may include bonds and other debt securities of domestic and foreign issuers, including obligations of industrial, utility, banking and other corporate issuers.				Credit Currency Interest Rate Liquidity Market Political Valuation
Credit Default Swaps: A swap agreement between two parties pursuant to which one party pays the other a fixed periodic coupon for the specified life of the agreement. The other party makes no payment unless a credit event, relating to a predetermined reference asset, occurs. If such an event occurs, the party will then make a payment to the first party, and the swap will terminate.				Credit Currency Interest Rate Leverage Liquidity Management Market Political Valuation
Custodial Receipts: The Portfolio may acquire securities in the form of custodial receipts that evidence ownership of future interest payments, principal payments or both on certain U.S. Treasury notes or bonds in connection with programs sponsored by banks and brokerage firms. These are not considered to be U.S. government securities. These notes and bonds are held in custody by a bank on behalf of the owners of the receipts.				Credit Liquidity Market
Demand Features: Securities that are subject to puts and standby commitments to purchase the securities at a fixed price (usually with accrued interest) within a fixed period of time following demand by the Fund.				Liquidity Management Market
Emerging Market Securities: Securities issued by issuers or governments in countries with emerging economies or securities markets may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries.				Foreign Investment
Exchange Traded Fund ( ETFs ): Ownership interest in unit investment trusts, depositary receipts, and other pooled investment vehicles that hold a portfolio of securities designed to track the price performance and dividend yield of a particular broad based, sector or international index. ETFs include a wide range of investments such as iShares, Standard & Poor’s Depository Receipts ( SPDRs ) and NASDAQ 100’s.				Investment Company Market
Foreign Currency Transactions: Strategies used to hedge against interest rate and currency risks, for other risk management purposes or to increase income or gain to the Portfolio. These strategies may consist of use of any of the following: options on Portfolio positions or currencies, financial and currency futures, options on such futures, forward foreign currency transactions (including non-deliverable forwards (NDFs)), forward rate agreements and interest rate and currency swaps, caps and floors. The Portfolio may engage in such transactions in both U.S. and non-U.S. markets.				Credit Foreign Investment Leverage Liquidity Management Market Prepayment

INSTRUMENT				RISK TYPE
Foreign Investments: Equity and debt securities (e.g., bonds and commercial paper) of foreign entities and obligations of foreign branches of U.S. banks and foreign banks. Foreign securities may also include American Depositary Receipts, Global Depositary Receipts, European Depositary Receipts and American Depositary Securities.				Foreign Investment Liquidity Market Political Prepayment
High Yield/High Risk Securities/Junk Bonds: High yield, high risk bonds are securities that are generally rated below investment grade by the primary rating agencies.				Credit Currency Interest Rate Liquidity Market Political Portfolio Quality Valuation
Inflation-Linked Debt Securities: Inflation-linked securities include fixed and floating rate debt securities of varying maturities issued by the U.S. government as well as securities issued by other entities such as corporations, foreign governments and foreign issuers.				Credit Currency Interest Rate
Interfund Lending: Interfund lending involves lending money and borrowing money for temporary purposes through a credit facility.				Credit Interest Rate Market
Inverse Floating Rate Instruments: Leveraged variable debt instruments with interest rates that reset in the opposite direction from the market rate of interest to which the inverse floater is indexed.				Credit Leverage Market
Investment Company Securities: Shares of other investment companies, including money market funds for which the Adviser and/or its affiliates serve as investment adviser or administrator. The Adviser will waive certain fees when investing in funds for which it serves as investment adviser, to the extent required by law.				Investment Company Market
Loan Participations and Assignments: Participations in, or assignments of all or a portion of loans to corporations or to governments of less developed countries ( LDCs ).				Credit Currency Extension Foreign Investment Interest Rate Liquidity Market Political Prepayment
Mortgages (Directly Held): Mortgages are debt instruments secured by real property.				Credit Environmental Extension Interest Rate Liquidity Market Natural Event Political Prepayment Valuation

INSTRUMENT				RISK TYPE
Mortgage-Backed Securities: Debt obligations secured by real estate loans and pools of loans such as collateralized mortgage obligations (CMOs), commercial mortgage-backed securities (CMBS) and other asset-backed structures .				Credit Currency Extension Interest Rate Leverage Market Political Prepayment Tax
Mortgage Dollar Rolls¹: A transaction in which the Portfolio sells securities for delivery in a current month and simultaneously contracts with the same party to repurchase similar but not identical securities on a specified future date.				Currency Extension Interest Rate Leverage Liquidity Market Political Prepayment
Municipal Securities: Securities issued by a state or political subdivision to obtain funds for various public purposes. Municipal securities include private activity bonds and industrial development bonds, as well as General Obligation Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, other short-term tax-exempt obligations, municipal leases, obligations of municipal housing authorities and single family revenue bonds.				Credit Interest Rate Market Natural Event Political Prepayment Tax
New Financial Products: New options and futures contracts and other financial products continue to be developed and the Portfolio may invest in such options, contracts and products.				Credit Liquidity Management Market
Obligations of Supranational Agencies: Obligations of supranational agencies which are chartered to promote economic development and are supported by various governments and governmental agencies.				Credit Foreign Investment
Options and Futures Transactions: The Portfolio may purchase and sell (a) exchange traded and over the counter put and call options on fixed income securities, indexes of fixed income securities and futures contracts on fixed income securities and indexes of fixed income securities and (b) futures contracts on fixed income securities and indexes of fixed income securities.				Credit Leverage Liquidity Management Market
Preferred Stock: A class of stock that generally pays a dividend at a specified rate and has preference over common stock in the payment of dividends and in liquidation.				Market
Private Placements, Restricted Securities and Other Unregistered Securities: Securities not registered under the Securities Act of 1933, such as privately placed commercial paper and Rule 144A securities .				Liquidity Market

INSTRUMENT				RISK TYPE
Real Estate Investment Trusts (“REITs”): Pooled investment vehicles which invest primarily in income producing real estate or real estate related loans or interests.				Credit Interest Rate Liquidity Management Market Political Prepayment Tax Valuation
Repurchase Agreements: The purchase of a security and the simultaneous commitment to return the security to the seller at an agreed upon price on an agreed upon date. This is treated as a loan by the Portfolio.				Credit Liquidity Market
Reverse Repurchase Agreements¹: The sale of a security and the simultaneous commitment to buy the security back at an agreed upon price on an agreed upon date. This is treated as a borrowing by the Portfolio.				Credit Leverage Market
Securities Issued in Connection with Reorganization and Corporate Restructuring: In connection with the reorganization or restructuring of an issuer, an issuer may issue common stock or other securities to holders of its debt securities.				Market
Securities Lending: The lending of up to 33-1/3% of the Portfolio’s total assets. In return, the Portfolio will receive cash, other securities, and/or letters of credit as collateral.				Credit Leverage Market
Short Selling: In short selling transactions, the Portfolio sells a security it does not own in anticipation of a decline in the market value of the security. To complete the transaction, the Portfolio must borrow the security to make delivery to the buyer. The Portfolio is obligated to replace the security borrowed by purchasing it subsequently at the market price at the time of replacement.				Credit Liquidity Market
Short-Term Funding Agreements: Agreements issued by banks and highly rated U.S. insurance companies such as Guaranteed Investment Contracts ( GICs ) and Bank Investment Contracts ( BICs ).				Credit Liquidity Market
Sovereign Obligations: Investments in debt obligations issued or guaranteed by a foreign sovereign government or its agencies, authorities or political subdivisions.				Foreign Investment
Stripped Mortgage-Backed Securities: Derivative multi-class mortgage securities which are usually structured with two classes of shares that receive different proportions of the interest and principal from a pool of mortgage assets. These include interest-only (IO) and principal-only (PO) mortgage-backed securities issued outside a Real Estate Mortgage Investment Conduit ( REMIC ) or collateralized mortgage obligation ( CMO ) structure.				Credit Market Political Prepayment
Structured Investments: A structured investment is a security having a return tied to an underlying index or other security or asset class. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are organized and operated to restructure the investment characteristics of the underlying security.				Credit Foreign Investment Liquidity Management Market

INSTRUMENT				RISK TYPE
Swaps and Related Swap Products: Swaps involve an exchange of obligations by two parties. Caps and floors entitle a purchaser to a principal amount from the seller of the cap or floor to the extent that a specified index exceeds or falls below a predetermined interest rate or amount. The Portfolio may enter into these transactions to manage its exposure to changing interest rates and other factors.				Credit Currency Interest Rate Leverage Liquidity Management Market Political Valuation
Temporary Defensive Positions: To respond to unusual circumstances the Portfolio may invest up to 100% of its assets in cash and cash equivalents for temporary defensive purposes. These investments may prevent the Portfolio from meeting its investment objective.				Credit Interest Rate Liquidity Market
Treasury Receipts: The Portfolio may purchase interests in separately traded interest and principal component parts of U.S. Treasury obligations that are issued by banks or brokerage firms and that are created by depositing U.S. Treasury notes and U.S. Treasury bonds into a special account at a custodian bank. Receipts include Treasury Receipts ( TRs ), Treasury Investment Growth Receipts ( TIGRs ), and Certificates of Accrual on Treasury Securities ( CATS ).				Market
Trust Preferreds: Securities with characteristics of both subordinated debt and preferred stock. Trust preferreds are generally long term securities that make periodic fixed or variable interest payments.				Credit Currency Interest Rate Liquidity Market Political Valuation
U.S. Government Agency Securities: Securities issued by agencies and instrumentalities of the U.S. government. These include all types of securities issued by Ginnie Mae, Fannie Mae and Freddie Mac, including funding notes, subordinated benchmark notes, collateralized mortgage obligations ( CMOs ) and Real Estate Mortgage Investment Conduits ( REMICs ).				Credit Gov’t Securities Interest Rate Market
U.S. Government Obligations: U.S. government obligations may include direct obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all of which are backed as to principal and interest payments by the full faith and credit of the United States, and separately traded principal and interest component parts of such obligations that are transferable through the Federal book-entry system known as Separate Trading of Registered Interest and Principal of Securities ( STRIPS ) and Coupon Under Book Entry Safekeeping ( CUBES ).				Interest Rate Market
Variable and Floating Rate Instruments: Obligations with interest rates which are reset daily, weekly, quarterly or some other period and which may be payable to the Portfolio on demand or at the expiration of a specified term.				Credit Liquidity Market
When-Issued Securities, Delayed Delivery Securities and Forward Commitments: Purchase or contract to purchase securities at a fixed price for delivery at a future date.				Credit Leverage Liquidity Market

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Market conditions
• The Portfolio’s share price, yield and total return will fluctuate in response to bond market movements • The value of most bonds will fall when interest rates rise; the longer a bond’s maturity and the lower its credit quality, the more its value typically falls • Adverse market, economic, political or other conditions may from time to time cause the Portfolio to take temporary defensive positions that are inconsistent with its principal investment strategies and may hinder the Portfolio from achieving its investment objective • Mortgage-backed and asset-backed securities (securities representing an interest in, or secured by, a pool of mortgages or other assets such as receivables) and direct mortgages could generate capital losses or periods of low yields if they are paid off substantially earlier or later than anticipated or are defaulted. The risk of defaults is generally higher in the case of mortgage-backed investments that include so-called “sub-prime” mortgages	• Bonds have generally outperformed money market investments over the long term, with less risk than stocks • Most bonds will rise in value when interest rates fall • Mortgage-backed and asset-backed securities and direct mortgages can offer attractive returns	• Under normal circumstances the Portfolio plans to remain fully invested in bonds and other fixed-income securities and may invest uninvested cash in affiliated money market funds • Bond investments may include U.S. and foreign corporate and government bonds, mortgage-backed and asset-backed securities, convertible securities, participation interests and private placements • The Portfolio seeks to limit risk and enhance total return or yields through careful management, sector allocation, individual securities selection and duration management • During severe market downturns, the Portfolio has the option of investing up to 100% of its total assets in cash and cash equivalents • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage-backed securities and mortgage prepayments

Credit quality
• The default of an issuer would leave the Portfolio with unpaid interest or principal • Junk bonds (those rated BB, Ba or lower) have a higher risk of default, tend to be less liquid and may be more difficult to value	• Investment-grade bonds have a lower risk of default • Junk bonds offer higher yields and higher potential gains	• The Portfolio maintains its own policies for balancing credit quality against potential yields and gains in light of its investment goals • The adviser develops its own ratings of unrated securities and makes a credit quality determination for unrated securities

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Foreign investments
• The Portfolio could lose money because of foreign government actions, political instability or lack of adequate and accurate information • Currency exchange rate movements could reduce gains or create losses • Currency and investment risks tend to be higher in emerging markets; these markets also present higher liquidity and valuation risks	• Foreign bonds, which represent a major portion of the world’s fixed income securities, offer attractive potential performance and opportunities for diversification • Favorable exchange rate movements could generate gains or reduce losses • Emerging markets can offer higher returns	• The Portfolio anticipates that total foreign investments will not exceed 20% of its total assets • To the extent that the Portfolio invests in foreign bonds, it may manage the currency exposure of its foreign investments relative to its benchmark, and may hedge a portion of its foreign currency exposure into the U.S. dollar from time to time; these currency management techniques may not be available for certain emerging markets investments; the Portfolio may also use forward foreign currency contracts for risk management purposes and/or to increase income and gain by establishing or adjusting exposure to particular foreign securities, markets or currencies (see also “Derivatives”)

When-issued and delayed delivery securities
• When the Portfolio buys securities before issue or for delayed delivery, it could be exposed to leverage risk if it does not segregate or earmark liquid assets	• The Portfolio can take advantage of attractive transaction opportunities	• The Portfolio segregates or earmarks liquid assets to offset leverage risks

Management choices
• The Portfolio could underperform its benchmark due to its sector, securities or duration choices	• The Portfolio could outperform its benchmark due to these same choices	• The adviser focuses its active management on those areas where it believes its commitment to research can most enhance returns and manage risks in a consistent way

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Derivatives*
• Derivatives such as futures, options, swaps and forward foreign currency contracts¹ are used for hedging the portfolio or specific securities may not fully offset the underlying positions and this could result in losses to the Portfolio that would not have otherwise occurred • The Portfolio may have difficulty exiting a derivatives position • Derivatives used for risk management or to increase the Portfolio’s income or gain may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Certain types of derivatives involve costs to the Funds which can reduce returns • Derivatives that involve leverage could magnify losses • Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit the Portfolio’s investment flexibility • Derivatives used for non-hedging purposes could cause losses that exceed the original investment • Derivatives may, for tax purposes, affect the character of gain and loss realized by the Portfolio, accelerate recognition of income to the Portfolio, affect the holding period of the Portfolio’s assets and defer recognition of certain of the Portfolio’s losses	• Hedges that correlate well with underlying positions can reduce or eliminate losses at low cost • The Portfolio could make money and protect against losses if management’s analysis proves correct • Derivatives that involve leverage could generate substantial gains at low cost	• The Portfolio uses derivatives for hedging and for risk management and/or to increase income or gains (i.e., to adjust duration or yield curve exposure or to establish or adjust exposure to particular securities, markets or currencies); risk management may include management of the Portfolio’s exposure relative to its benchmark ; the Portfolio may also use derivatives in an effort to increase income or gain • The Portfolio only establishes hedges that they expect will be highly correlated with underlying positions • While the Portfolio may use derivatives that incidentally involve leverage, they do not use them for the specific purpose of leveraging their portfolios • The Portfolio segregates or earmarks liquid assets to cover its derivatives and offset a portion of the leverage risk

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Illiquid holdings
• The Portfolio could have difficulty valuing these holdings • The Portfolio could be unable to sell these holdings at the time or price desired	• These holdings may offer more attractive yields or potential growth/appreciation than comparable widely traded securities	• The Portfolio may not invest more than 15% of net assets in illiquid holdings • To maintain adequate liquidity to meet redemptions, the Portfolio may hold high quality short-term instruments (including repurchase agreements) and may borrow from banks as permitted by law

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

Short Selling
• Short sales may not have the intended effects and may result in losses • The Portfolio may not be able to close out a short position at a particular time or at an acceptable price • The Portfolio may not be able to borrow certain securities to sell short, resulting in missed opportunities • Segregated or earmarked assets and posting collateral with respect to short sales may limit the Portfolio’s investment flexibility • Short sales involve leverage risk, credit exposure to the brokers that execute the short sale and retain the proceeds, have no cap on maximum losses and gains are limited to the price of the stock at the time of the short sale	• The Portfolio could make money and protect against losses if management’s analysis proves correct • Short selling may allow the Portfolio to generate positive returns in declining markets	• The Portfolio segregates or earmarks liquid assets to cover short positions and offset a portion of the leverage risk • The Portfolio makes short sales through brokers that the adviser has determined to be highly creditworthy

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Exchange Traded Funds (ETFs) and other investment companies
• If the Portfolio invests in shares of another investment company, shareholders would bear not only their proportionate share of the Portfolio’s expenses, but also similar expenses of the investment company • The price movement of an ETF may not track the underlying index, market, sector, regions or industries and may result in a loss	• Helps to manage smaller cash flows • Investing in ETFs offers instant exposure to an index or a broad range of markets, sectors, geographic regions and industries	• Generally, the Portfolio’s investments in other investment companies, including ETFs, are subject to the percentage limitations of the Investment Company Act of 1940 (1940 Act) • Exemptive orders granted to various iShares funds (which are ETFs), other ETFs, and their investment advisers by the Securities and Exchange Commission (SEC) permit the Portfolio to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board of Trustees that the advisory fees charged by the adviser are for services that are in addition to, and not duplicative of, the advisory services provided to those ETFs • Under SEC Rule 12d1-1, the Portfolio may invest in both affiliated and unaffiliated money market funds without limit subject to the Portfolio’s investment policies and restrictions and the conditions of the rule

						Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
Bond Portfolio
Year Ended December 31, 2007	$	11.87	$	0.58	(b)	$	(0.44	)	$	0.14	$	(0.83	)	$	—		$	(0.83	)
Year Ended December 31, 2006		11.85		0.58			(0.07	)		0.51		(0.47	)		(0.02	)		(0.49	)
Year Ended December 31, 2005		12.17		0.45			(0.14	)		0.31		(0.42	)		(0.21	)		(0.63	)
Year Ended December 31, 2004		12.34		0.41			0.09			0.50		(0.44	)		(0.23	)		(0.67	)
Year Ended December 31, 2003		12.54		0.39			0.07			0.46		(0.39	)		(0.27	)		(0.66	)

							Ratios/Supplemental data
							Ratios to average net assets
Net asset value, end of period		Total return (a)			Net assets end of period (000’s)		Net expenses			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate

	$ 11.18		1.16	%	$	38,916		0.76	%(c)		5.06	%		0.78	%	626%
	11.87		4.49			83,498		0.75			4.71			0.76		641
	11.85		2.64			86,695		0.75			3.79			0.75		732
	12.17		4.29			85,057		0.75			3.06			0.75		544
	12.34		3.72			91,695		0.75			2.98			0.75		545

JPMorgan International Equity Portfolio					1
The Portfolio’s Management and Administration					7
Shareholder Information					8
Pricing Portfolio Shares					8
Purchasing Portfolio Shares					8
Redeeming Portfolio Shares					9
Abusive Trading					9
Voting and Shareholder Meetings					9
Distributions and Taxes					10
Availability of Proxy Voting Record					1 0
Portfolio Holdings Disclosure					11
Risk and Reward Elements for the Portfolio					12
Financial Highlights					16
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					18
How t o Reach Us					B ack cover


JPMORGAN INTERNATIONAL EQUITY PORTFOLIO	9.33	18.28	6.30

MSCI EAFE INDEX^{1 , ˆ}	11.17	21.59	8.66

LIPPER VARIABLE UNDERLYING FUNDS INTERNATIONAL CORE FUNDS INDEX^{2 , ˆ}	2.32	19.64	5.73

Management Fees	0.60

Distribution (Rule 12b-1) Fees	NONE

Other Expenses¹	0.6 2

Total Annual Operating Expenses²	1.2 2

Fee Waiver and Expense Reimbursements²	(0.13	)

Net Expenses²	1.09

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Foreign and other market conditions
• The Portfolio’s share price and performance will fluctuate in response to stock and bond market movements • The value of most bonds will fall when interest rates rise; the longer a bond’s maturity and the lower its credit quality, the more its value typically falls • The Portfolio could lose money because of foreign government actions, political instability, or lack of adequate and/or accurate information • Investment risks tend to be higher in emerging markets; these markets also present higher liquidity and valuation risks • Adverse market, economic, political or other conditions may from time to time cause the Portfolio to take temporary defensive positions that are inconsistent with its principal investment strategies and may hinder the Portfolio from achieving its investment objective	• Stocks have generally outperformed more stable investments (such as bonds and cash equivalents) over the long term • Foreign investments, which represent a major portion of the world’s securities, offer attractive potential performance and opportunities for diversification • Most bonds will rise in value when interest rates fall • Foreign bonds, which represent a major portion of the world’s fixed income securities, offer attractive potential performance and opportunities for diversification • Emerging markets can offer higher returns • Favorable exchange rate movements could generate gains or reduce losses	• Under normal circumstances the Portfolio plans to remain fully invested in accordance with its policies and may invest uninvested cash in affiliated money market funds; in addition to the securities described in the “What are the Portfolio’s main investment strategies?” section, equity investments may include common stock, convertible securities ¹ , preferred stocks ² , depositary receipts (such as American Depositary Receipts and European Depositary Receipts ), trust or partnership interests, warrants and rights ³ , and investment company securities • The Portfolio seeks to limit risk and enhance performance through active management, country allocation and diversification • During severe market downturns, the Portfolio has the option of investing up to 100% of its total assets in high quality short-term instruments

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

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Foreign currencies
• Currency exchange rate movements could reduce gains or create losses • Currency risks tend to be higher in emerging markets; these markets also present higher liquidity and valuation risks	• Favorable exchange rate movements could generate gains or reduce losses	• Except as noted earlier in this prospectus, the Portfolio manages the currency exposure of its foreign investments relative to its benchmark and may hedge a portion of its foreign currency exposure into the U.S. dollar from time to time (see also “Derivatives”)

Exchange Traded Funds (ETFs) and other investment companies

• If the Portfolio invests in shares of another investment company, shareholders would bear not only their proportionate share of the Portfolio’s expenses, but also similar expenses of the investment company • The price movement of an ETF may not track the underlying index, market, sector, regions or industries and may result in a loss	• Helps to manage smaller cash flows • Investing in ETFs offers instant exposure to an index or a broad range of markets, sectors, geographic regions and industries	• Generally, the Portfolio’s investments in other investment companies, including ETFs, are subject to the percentage limitations of the Investment Company Act of 1940 (1940 Act) • Exemptive orders granted to various iShares funds (which are ETFs), other ETFs and their investment advisers by the Securities Exchange Commission (SEC) permit the Portfolio to invest beyond the 1940 Act limits, subject to certain terms and conditions, including a finding of the Board of Trustees that the advisory fees charged by the adviser are for services that are in addition to, and not duplicative of, the advisory services provided to those ETFs • Under SEC Rule 12d1-1, the Portfolio may invest in both affiliated and unaffiliated money market funds without limit subject to the Portfolio’s investment policies and restrictions and the conditions of the rule

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Derivatives*
• Derivatives such as futures, options, swaps, and forward foreign currency contracts¹ that are used for hedging the portfolio or specific securities may not fully offset the underlying positions and this could result in losses to the Portfolio that would not have otherwise occurred • The Portfolio may have difficulty exiting a derivatives position • Derivatives used for risk management or to increase the Portfolio’s income or gain may not have the intended effects and may result in losses or missed opportunities • The counterparty to a derivatives contract could default • Derivatives that involve leverage could magnify losses • Certain types of derivatives involve costs to the Portfolio which can reduce returns • Segregated or earmarked assets and collateral accounts established in connection with derivatives may limit a Portfolio’s investment flexibility • Derivatives used for non-hedging purposes could cause losses that exceed the original investment • Derivatives may, for tax purposes, affect the character of gain and loss realized by the Portfolio, accelerate recognition of income to the Portfolio, affect the holding period of the Portfolio’s assets and defer recognition of certain of the Portfolio’s losses	• Hedges that correlate well with underlying positions can reduce or eliminate losses at low cost • The Portfolio could make money and protect against losses if the investment analysis proves correct • Derivatives that involve leverage could generate substantial gains at low cost	• The Portfolio uses derivatives for hedging and for risk management (i.e., to establish or adjust exposure to particular securities, markets or currencies); risk management may include management of the Portfolio’s exposure relative to its benchmark ; the Portfolio may also use derivatives in an effort to increase income or gain • The Portfolio only establishes hedges that they expect will be highly correlated with underlying positions • While the Portfolio may use derivatives that incidentally involve leverage, it does not use them for the specific purpose of leveraging its portfolio • The Portfolio segregates or earmarks liquid assets to cover its derivatives and offset a portion of the leverage risk

JPMorgan Mid Cap Value Portfolio					1
The Portfolio’s Management and Administration					6
Shareholder Information					7
Pricing Portfolio Shares					7
Purchasing Portfolio Shares					7
Redeeming Portfolio Shares					8
Abusive Trading					8
Voting and Shareholder Meetings					9
Distributions and Taxes					9
Availability of Proxy Voting Record					10
Portfolio Holdings Disclosure					10
Risk and Reward Elements for the Portfolio					11
Financial Highlights					1 8
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					20
How To Reach Us					B ack cover


JPMORGAN MID CAP VALUE PORTFOLIO	2.45		15. 46	1 4.25

RUSSELL MIDCAP^® VALUE INDEX^{2 , ˆ}	(1.42	)	17.92	14.32

LIPPER VARIABLE UNDERLYING FUNDS MID-CAP VALUE FUNDS INDEX^{3 , ˆ}	(9.00	)	15.07	10.44

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

Real Estate Investment Trusts (REITs)¹
• The value of real estate securities in general, and REITs in particular, are subject to the same risks as direct investments in real estate and will depend on the value of the underlying properties or the underlying loans or interests • The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties • REITs may be more volatile and/or more illiquid than other types of equity securities • If a REIT fails to distribute its required taxable income or to satisfy the other requirements of REIT status, it would be taxed as a corporation, and amounts available for distribution to shareholders (including the Portfolio) would be reduced by any corporate taxes payable by the REIT	• The Portfolio can gain exposure to an additional asset class in order to further diversify its assets • The Portfolio may receive current income from its REIT investments • If a REIT meets the requirements of the Internal Revenue Code, as amended, it will not be taxed on income it distributes to its shareholders; as a result, more income can be distributed by the REIT	• The Portfolio’s adviser will carefully evaluate particular REITs before and after investment based on its investment process and will also monitor economic and real estate trends affecting the value of REITs

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

POTENTIAL RISKS	POTENTIAL REWARDS	POLICIES TO BALANCE RISK AND REWARD

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

U.S. government and agency securities
• The value of most debt securities, including government and agency securities, will fall when interest rates rise; the longer a security’s maturity and the lower its credit quality, the more its value typically falls • Indebtedness of certain government issuers whose securities may be held by the Fund, including the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), is not entitled to the full faith and credit of the United States and is thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers • Government agency issued mortgage-backed securities (securities representing an interest in, or secured by, a pool of mortgages) involve risk of loss due to payments that occur earlier or later than expected	• Most bonds will rise in value when interest rates fall • Government and agency securities have generally outperformed money market instruments over the long-term with less risk than stocks or debt securities of lower quality issuers • Mortgage-backed securities can offer attractive returns	• The Portfolio seeks to limit risk and enhance performance through active management • The adviser monitors interest rate trends, as well as geographic and demographic information related to mortgage-backed securities

Illiquid holdings
• The Portfolio could have difficulty valuing these holdings • The Portfolio could be unable to sell these holdings at the time or price it desires	• These holdings may offer more attractive yields or potential growth than comparable widely traded securities	• The Portfolio may not invest more than 15% of net assets in illiquid holdings • To maintain adequate liquidity to meet redemptions, the Portfolio may hold high-quality short-term instruments (including repurchase agreements) and may borrow from banks as permitted by law

JPMorgan Small Company Portfolio					1
The Portfolio’s Management and Administration					6
Shareholder Information					7
Pricing Portfolio Shares					7
Purchasing Portfolio Shares					7
Redeeming Portfolio Shares					8
Abusive Trading					8
Voting and Shareholder Meetings					9
Distributions and Taxes					9
Availability of Proxy Voting Record					10
Portfolio Holdings Disclosure					10
Risk and Reward Elements for the Portfolio					11
Financial Highlights					18
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					20
How to Reach Us					B ack cover


JPMORGAN SMALL COMPANY PORTFOLIO	( 5. 67	)	1 4 . 1 7	5 . 40

RUSSELL 2000® INDEX^1,ˆ	( 1 . 5 7	)	16.25	7.08

LIPPER VARIABLE UNDERLYING FUNDS SMALL-CAP CORE FUNDS INDEX^2,ˆ	(10.53	)	13.05	6.04

JPMorgan U.S. Large Cap Core Equity Portfolio					1
The Portfolio’s Management and Administration					6
Shareholder Information					7
Pricing Portfolio Shares					7
Purchasing Portfolio Shares					7
Redeeming Portfolio Shares					8
Abusive Trading					8
Voting and Shareholder Meetings					8
Distributions and Taxes					9
Availability of Proxy Voting Record					9
Portfolio Holdings Disclosure					10
Risk and Reward Elements for the Portfolio					11
Financial Highlights					16
Legal Proceedings Relating to Banc One Investment Advisors Corporation and Certain of its Affiliates					1 8
How t o Reach Us					B ack cover


JPMORGAN U.S. LARGE-CAP CORE EQUITY PORTFOLIO	1 . 66		11 . 00	3 . 83

S&P 500 INDEX^1,ˆ	5. 49		12.83	5.91

LIPPER VARIABLE UNDERLYING FUNDS LARGE-CAP CORE FUNDS INDEX^2,ˆ	(2.16	)	11.36	2.77

Management Fees

Distribution (Rule 12b-1) Fees

Other Expenses¹

Acquired Fund Fees and Expenses²

Total Annual Operating Expenses^3,4