JP Morgan Fleming Mutual Fund NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-08189

J.P. Morgan Fleming Mutual Fund Group, Inc.
(Exact name of registrant as specified in charter)

522 Fifth Avenue New York, NY					10036
(Address of principal executive offices)					(Zip code)

Stephen M. Benham 522 Fifth Avenue New York, NY 10036
(Name and address of agent for service)

Registrant’s telephone number, including area code:				(800) 480-4111

Date of fiscal year end:	December 31

Date of reporting period:		January 1, 2005 to December 31, 2005

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

ANNUAL REPORT DECEMBER 31, 2005

JPMorgan Funds

U.S. Equity

Mid/Small Cap

Funds

JPMorgan Capital Growth Fund

JPMorgan Dynamic Small Cap Fund

JPMorgan Growth Advantage Fund

JPMorgan Micro Cap Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Mid Cap Value Fund

JPMorgan Small Cap Core Fund

JPMorgan Small Cap Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan Value Advantage Fund

CONTENTS

President's Letter					1

Fund Commentaries:

JPMorgan Capital Growth Fund					3

JPMorgan Dynamic Small Cap Fund					6

JPMorgan Growth Advantage Fund					9

JPMorgan Micro Cap Fund					12

JPMorgan Mid Cap Equity Fund					15

JPMorgan Mid Cap Value Fund					18

JPMorgan Small Cap Core Fund					21

JPMorgan Small Cap Equity Fund					24

JPMorgan U.S. Small Company Fund					27

JPMorgan Value Advantage Fund					30

Schedules of Portfolio Investments					33

Financial Statements					85

Financial Highlights					110

Notes to Financial Statements					130

Report of Independent Registered Public Accounting Firm					144

Trustees					145

Officers					147

Schedule of Shareholder Expenses					149

Board Approval of Renewal of Investment Advisory Agreement					153

Tax Letter					159

Highlights

• U.S. equity market overcame several challenges

• FOMC raised rates at a measured pace

• Outlook for equity markets somewhat mixed

Investments in a Fund are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Fund's share price is lower than when you invested.

Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of a Fund or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Fund.

Prospective investors should refer to the Fund's prospectus for a discussion of the Fund's investment objective, strategies and risks. Call JPMorgan Funds Service Center at (800) 480-4111 for a prospectus containing more complete information about a Fund, including management fees and other expenses. Please read it carefully before investing.

JPMorgan
U.S. Equity Mid and Small Cap Funds

PRESIDENT'S LETTER JANUARY 10, 2006 (Unaudited)

"The U.S. equity market overcame several challenges during the reporting period..."

Dear Shareholder:

We are pleased to present this annual report for the JPMorgan U.S. Equity Mid/Small Cap Funds. Inside, you'll find information detailing the performance of the Funds for the 12 months ended December 31, 2005, along with reports from the portfolio managers.

Stocks Produce Modest Gains

The U.S. equity market overcame several challenges during the reporting period, including rising interest rates, surging oil prices, a devastating hurricane season and geopolitical issues. While these factors often overshadowed solid corporate profit growth, the overall market ultimately produced positive returns during the year.

As expected, the Federal Open Market Committee (FOMC) continued to raise interest rates at a measured pace in an attempt to ward off inflation. After five rate hikes in 2004, the FOMC raised rates eight additional times in 2005. All told, short-term rates moved to 4.25% by the end of the period. Despite these actions and the destruction inflicted by hurricanes Katrina, Rita and Wilma, the U.S. economy continued to expand at a brisk pace in 2005. U.S. gross domestic product (GDP) was 3.8% in the first quarter of the year. Higher oil prices, which surpassed $70 a barrel, were cited as a reason for a fall in GDP to 3.1% in the second quarter of 2005. However, the economy demonstrated its resiliency by expanding 4.1% in the third quarter.

Mixed Stock Performance

The broad stock market, as measured by the S&P 500 Index, returned 4.91% during the 12-month period ended December 31, 2005. While there were hopes for another strong rally in the fourth quarter of the year—similar to the 12.18% and 9.23% returns in the fourth quarters of 2003 and 2004, respectively—this did not come to pass in 2005. Concerns over further rate hikes by the FOMC and inflationary pressures tempered the market's gains at the end of the year. Elsewhere during the 12-month period, mid-capitalization stocks generated significant returns, with the Russell Midcap Index gaining 12.65%. Large-capitalization stocks outperformed their small-capitalization counterparts over the period, as the Russell 1000 Index and Russell 2000 Index returned 6.27% and 4.55%, respectively.

Outlook

As we begin the new year, the outlook for equity markets is somewhat mixed. Positives include a solid economy, relatively lower oil prices and the possibility of the FOMC ending its rate hike campaign. On the other hand, corporate profits are expected to decelerate in 2006. In addition, should inflation increase, the FOMC may continue to raise rates. Given these uncertainties, investors should take a long-term approach to investments and maintain a diversified portfolio.

JPMorgan
U.S. Equity Mid and Small Cap Funds

CONTINUED (Unaudited)

On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111.

Sincerely yours,

George C.W. Gatch

President
JPMorgan Funds

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS2

JPMorgan
Capital Growth Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				9/23/87
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$785,480
Primary Benchmark				Russell Midcap Growth Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Capital Growth Fund, which seeks capital growth over the long term,* returned 9.77% (A Shares) over the 12 months ended December 31, 2005, compared to the 12.10% return of the Russell Midcap Growth Index over the same period.

Q: WHY DID THE FUND PERFORM IN THIS WAY?

A: U.S. equity markets were dominated by interest rate concerns in 2005, as economic data was closely observed for signs that the Federal Open Market Committee's (FOMC) tightening cycle was winding down. Although there were bumps in the road, most particularly slowed growth and increased inflation following the hurricanes of late summer, the economy was generally supportive of equity gains in 2005. Equity markets were also supported by continued strength in corporate profits.

Despite posting a solid absolute return for the year, the Fund underperformed its benchmark due to overall stock selection in the consumer discretionary and information technology sectors. For most of the year, consumers faced headwinds of rising interest rates, increasing winter heating costs and a softening U.S. housing market. At the individual stock level, Flir System Inc. and VeriSign Inc. were large detractors from performance. Flir Systems Inc., a manufacturer of thermal imaging and infrared camera systems, announced that third-quarter earnings would not meet expectations due to disappointing results in its imaging business and European thermography division. The company reduced its full-year outlook as it did not expect to make up the third-quarter earnings and revenue shortfall in the fourth quarter. VeriSign Inc., an Internet and telecommunication infrastructure provider, experienced mixed results as second-quarter sal es decreased in its ring tone business divisions. Other parts of the company's business remain on track.

The Fund was positively impacted by overall stock selection in the energy and industrials sectors. Individual holdings, such as Grant Prideco Inc. and Omnicare Inc., were among the top individual contributors to performance. Grant Prideco Inc., an international provider of energy exploration products, generated strong results, stemming from increased production and strong energy prices. Omnicare Inc., a leading provider of pharmaceutical care for the elderly, acquired rival provider NeighborCare Inc., offering cost savings and improved purchasing power, which could lead to accelerated earnings growth.

Q: HOW WAS THE FUND MANAGED?

A: We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our aim is designed to identify dominant franchises with predictable business models deemed capable of achieving sustained growth. We sought to maintain significant sector diversification in the Fund to avoid any large allocations contingent on macroeconomic or sector trends.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS3

JPMorgan
Capital Growth Fund

CONTINUED

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. West Corp.	2.3	%
2. Amphenol Corp.	2.2	%
3. Sherwin-Williams Co. (The)	1.5	%
4. Polo Ralph Lauren Corp.	1.5	%
5. Seagate Technology	1.5	%
6. Zions Bancorp	1.5	%
7. Jabil Circuit, Inc.	1.5	%
8. J.B.Hunt Transport Services, Inc.	1.5	%
9. Microchip Technology, Inc.	1.4	%
10. Alliance Data Systems Corp.	1.4	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS4

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

	1 YEAR			5 YEARS			10 YEARS
CLASS A SHARES
Without Sales Charge		9.77	%		3.71	%		9.59	%
With Sales Charge*		4.01	%		2.60	%		9.00	%
CLASS B SHARES
Without CDSC		9.23	%		3.20	%		9.15	%
With CDSC**		4.23	%		2.84	%		9.15	%
CLASS C SHARES
Without CDSC		9.26	%		3.17	%		8.95	%
With CDSC***		8.26	%		3.17	%		8.95	%
SELECT CLASS SHARES		10.08	%		4.20	%		10.05	%

* Sales charge for class A shares is 5.25%.

** Assumes 5% CDSC (contingent deferred sales charge) for the one year period, 2% CDSC for the five year period and 0% CDSC for the ten year period.

*** Assumes a 1% CDSC for the one year period and 0% CDSC thereafter.

TEN YEAR PERFORMANCE (12/31/95 TO 12/31/05)

Source: Lipper, Inc. The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risk. Investment returns and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data shown. For up-to-date month-end performance information please call 1-800-480-4111.

The Fund commenced operations on 9/23/87.

Returns for the Select Class Shares prior to 1/25/96 (offering date of the Select Class Shares) are calculated using the historical expenses of the Class A Shares, which are higher than the expenses of the Select Shares.

Returns for the Class C Shares prior to 1/2/98 (offering date of the Class C Shares) are calculated using the historical expenses of the Class A Shares. During this period, the actual returns of Class C Shares would have been lower than shown because Class C Shares have higher expenses than Class A Shares.

The graph illustrates comparative performance for $10,000 invested in Class A Shares of the JPMorgan Capital Growth Fund, Russell Midcap Growth Index, and Lipper Mid-Cap Growth Funds Index from December 31, 1995 to December 31, 2005. The performance of the Fund assumes reinvestment of all dividends and capital gains and includes a sales charge. The performance of the indices does not include expenses or a sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell Midcap Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher financial growth values. The Lipper Mid-Cap Growth Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

Class A shares have a $1,000 minimum initial investment and carry a 5.25% sales charge.

Performance may reflect the waiver and reimbursement of the Fund's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements performance would have been lower. Also, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS5

JPMorgan
Dynamic Small Cap Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				5/19/97
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$182,344
Primary Benchmark				Russell 2000 Growth Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Dynamic Small Cap Fund, which seeks capital growth over the long term,* returned 5.29% (A Shares) over the 12 months ended December 31, 2005, compared to the 4.15% return of the Russell 2000 Growth Index over the same period.

Q: WHY DID THE FUND PERFORM IN THIS WAY?

The Fund outperformed the benchmark due primarily to stock selection in the materials and healthcare sectors. At the individual stock level, VeriFone Holdings Inc. and Chemed Corp. were positive contributors to performance. VeriFone Holdings Inc., a leading global provider of electronic payment technology, reported strong financial results and consistently raised earnings guidance. Chemed Corp., which operates VITAS Healthcare Corporation, a provider of end-of-life care, and Roto-Rooter, a plumbing and drain cleaning service provider, reported strong earnings growth resulting from increased revenues across business segments.

The Fund was negatively impacted by overall stock selection in the energy sector and an underweight in information technology. Avocent Corp. and Lions Gate Entertainment Corp. were among top individual detractors from performance. Avocent Corp., a computer equipment maker, experienced mixed results. The company slashed its first-quarter revenue guidance due to lower sales, the launch of its DSView 3 software and greater-than-expected seasonal softness. Lions Gate Entertainment Corp., an independent producer of motion pictures, television programming and family entertainment, lowered the company's earnings outlook for its fiscal year ending March 31, 2006, citing softness in home entertainment products, direct-to-video releases and disappointment in box office sales.

Q: HOW WAS THE FUND MANAGED?

A: We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our aim is to identify growth companies with leading competitive positions, run by highly motivated and talented management that can sustain growth over a period of many years. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation. Late in the third quarter of 2005, the Fund's strategy was slightly modified to include a lower number of holdings, allowing us to focus on companies where we possess a greater degree of conviction in their fundamentals.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS6

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. Marlin Business Services, Inc.	2.4	%
2. Oshkosh Truck Corp.	2.4	%
3. Charming Shoppes, Inc.	2.3	%
4. Chemed Corp.	2.3	%
5. Foundation Coal Holdings, Inc.	2.3	%
6. Champion Enterprises, Inc.	2.2	%
7. General Cable Corp.	2.2	%
8. Hyperion Solutions Corp.	2.2	%
9. Affiliated Managers Group, Inc.	2.1	%
10. Epicor Software Corp.	2.0	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS7

JPMorgan
Dynamic Small Cap Fund

CONTINUED

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

	1 YEAR			5 YEARS			SINCE INCEPTION (5/19/97)
CLASS A SHARES
Without Sales Charge		5.29	%		1.16	%		10.31	%
With Sales Charge*		(0.23	%)		0.07	%		9.63	%
CLASS B SHARES
Without CDSC		4.66	%		0.53	%		9.63	%
With CDSC**		(0.34	%)		0.13	%		9.63	%
CLASS C SHARES
Without CDSC		4.67	%		0.53	%		9.59	%
With CDSC***		3.67	%		0.53	%		9.59	%
SELECT CLASS SHARES		5.70	%		1.58	%		10.64	%

* Sales charge for class A shares is 5.25%.

** Assumes 5% CDSC (contingent deferred sales charge) for the one year period, 2% CDSC for the five year period and 0% CDSC for the period since inception.

*** Assumes a 1% CDSC for the one year period and 0% CDSC thereafter.

LIFE OF FUND PERFORMANCE (5/19/97 TO 12/31/05)

The Fund commenced operations on 5/19/97.

Returns for the Select Class Shares prior to 4/5/99 (offering date of the Select Class Shares) are calculated using the historical expenses of the Class A Shares, which are higher than the expenses of the Select Shares. Returns for the Class C Shares prior to 1/7/98 (offering date of the Class C Shares) are calculated using the historical expenses of the Class B Shares, which are similar to the expenses of the Class C Shares.

The graph illustrates comparative performance for $10,000 invested in Class A Shares of the JPMorgan Dynamic Small Cap Fund, Russell 2000 Growth Index, S&P SmallCap 600/BARRA Growth Index, and Lipper Small-Cap Growth Funds Index from May 19, 1997 to June 30, 2005. The performance of the Fund assumes reinvestment of all dividends and capital gains and includes a sales charge. The performance of the indices reflects an initial investment at the end of the month following the Fund's inception. The performance of the indices does not include expenses or a sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell 2000 Growth Index is an unmanaged, capitalization weighted price only index, which is comprised of 2000 of the smallest stocks (on the basis of capitalization) in the Russell 3000 Index. The S&P SmallCap 600/ BARRA Growth Ind ex is a capitalization-weighted index of all the stocks in the S&P SmallCap 600 Index with higher price-to-book ratios. The benchmark for the Fund was changed from the S&P SmallCap 600/BARRA Growth Index to the Russell 2000 Growth Index because the adviser believes the Russell 2000 Growth Index more accurately reflects the Fund's investment strategy. The Lipper Small-Cap Growth Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

Class A Shares have a $1,000 minimum initial investment and carry a 5.25% sales charge.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS8

JPMorgan
Growth Advantage Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				10/29/99
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$56,096
Primary Benchmark				Russell 3000 Growth Index,

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Growth Advantage Fund, which seeks to provide long-term capital growth,* returned 10.63% (A Shares)¹ over the 12 months ended December 31, 2005, compared to the 5.17% return of the Russell 3000 Growth Index over the same period.

Q: WHY DID THE FUND PERFORM IN THIS WAY?

The Fund was positively impacted by overall stock selection in the energy and technology sectors. Holdings, such as Apple Computer Inc. and Omnicare Inc., were among the top contributors. Apple Computer Inc., a manufacturer and marketer of personal computers, benefited from the expansion of its iPod digital music player business lines. Sales increased as the company introduced less expensive models, flash memory-based products and video playing versions. Omnicare Inc., a leading provider of pharmaceutical care for the elderly, acquired rival provider NeighborCare Inc., offering cost savings and improved purchasing power, which could lead to accelerated earnings growth.

Stock selection in consumer discretionary detracted from performance during the year. Exposure to OSI Pharmaceuticals Inc. and VeriSign Inc. detracted from performance. Shares of OSI Pharmaceuticals Inc. declined sharply after the company announced its acquisition of Eyetech Pharmaceuticals for a substantial premium. VeriSign Inc., an internet and telecommunication infrastructure provider, experienced mixed results as second-quarter sales decreased in its ring tone business divisions. Other parts of the company's business remain on track.

Q: HOW WAS THE FUND MANAGED?

A: Our focus remains on stock selection, believing that quality companies, regardless of their economic sector, trading at attractive valuations will outperform in the long term. Our aim is designed to identify companies with predictable and durable business models deemed capable of achieving sustained growth. We sought to maintain significant sector diversification in the Fund to avoid any large allocations contingent on macroeconomic or sector trends.

1 Effective August 17, 2005, the JPMorgan Mid Cap Growth Fund's name, investment objective, strategy and process changed to the current JPMorgan Growth Advantage Fund. Effective August 17, 2005, the funds benchmark was changed from the Russell Midcap^® Growth Index to the Russell 3000 Growth Index.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS9

JPMorgan
Growth Advantage Fund

CONTINUED

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. West Corp.	2.3	%
2. Amphenol Corp.	2.2	%
3. Sherwin-Williams Co. (The)	1.6	%
4. Seagate Technology	1.5	%
5. Norfolk Southern Corp.	1.5	%
6. Polo Ralph Lauren Corp.	1.5	%
7. Zions Bancorp	1.5	%
8. Jabil Circuit, Inc.	1.5	%
9. Alliance Data Systems Corp.	1.4	%
10. McAfee, Inc.	1.4	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS10

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

	1 YEAR			5 YEARS			SINCE INCEPTION (10/29/99)
CLASS A SHARES¹
Without Sales Charge		10.63	%		(2.09	%)		(6.75	%)
With Sales Charge*		4.79	%		(3.14	%)		(7.56	%)
CLASS B SHARES
Without CDSC		9.75	%		(2.77	%)		(7.41	%)
With CDSC**		4.75	%		(3.22	%)		(7.41	%)

1 Effective August 17, 2005, the JPMorgan Mid Cap Growth Fund's name, investment objective, strategy and process changed to the current JPMorgan Growth Advantage Fund.

* Sales charge for class A shares is 5.25%.

** Assumes 5% CDSC (contingent deferred sales charge) for the one year period, 2% CDSC for the five year period and 0% CDSC for the period since inception.

LIFE OF FUND PERFORMANCE (10/29/99 TO 12/31/05)

The JPMorgan Growth Advantage Fund commenced operations on 10/29/99.

The graph illustrates comparative performance for $10,000 invested in Class A Shares of the JPMorgan Growth Advantage Fund, Russell 3000 Growth Index, Russell Midcap Growth Index, and Lipper Multi-Cap Growth Funds Index from October 29, 1999 to June 30, 2005. The performance of the Fund assumes reinvestment of all dividends and capital gains and includes a sales charge. The performance of the indices reflects an initial investment at the end of the month following the Fund's inception. The performance of the indices does not include expenses or a sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell 3000 Growth Index measures the performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap Growth Index measures the performance of those Russell Midcap compan ies with higher price to-book ratios and higher forecasted growth values. The benchmark for the Fund was changed from the Russell Midcap Growth Index to the Russell 3000 Growth Index because the adviser believes the new Index more accurately reflects the Fund's investment strategy. The Lipper Multi-Cap Growth Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

Class A Shares have a $1,000 minimum initial investment and carry a 5.25% sales charge.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS11

JPMorgan
Micro Cap Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				10/31/05
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$5,158
Primary Benchmark				Russell Microcap Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Micro Cap Fund, which seeks capital growth over the long term,* returned 3.20% (Select Shares) since inception (10/31/05) ended December 31, 2005, compared to the 4.42% return of the Russell Microcap Index over the same period.

Q: WHY DID THE FUND PERFORM IN THIS WAY?

The Fund underperformed the benchmark due primarily to overall stock selection in the consumer discretionary and industrials sectors. Consumers were faced with the headwinds of rising interest rates, increasing winter heating costs and a softening U.S. housing market. At the individual stock level, Hudson Highland Group Inc. and Youbet.com Inc. were among the top detractors from performance. Hudson Highland Group Inc, a specialty staffing company, announced that 2005 results would be lower than expected due to hiring softness in New Zealand, Australia and North America. Youbet.com Inc., an operator of online horse race wagering, announced that revenue growth for the fourth quarter would be below expectations, as the number of race days were reduced due to disruptions caused by Hurricanes Rita and Katrina, and issues specific to a California race track.

The Fund was positively impacted by overall stock selection in the financial sector and a lack of exposure to the telecommunication services sector. Lo Jack Corp. and NMT Medical Inc. were among the top individual contributors to performance. Lo Jack Corp., a provider of theft assistance technology and services for automobiles, reported strong results as the company continues to penetrate both new and existing domestic markets. Additionally, the company posted a 45% increase in international sales. The stock of NMT Medical Inc., a developer of cardiac implant technologies, rose on the back of increased optimism toward the company's efforts to find a treatment for migraine headaches.

Q: HOW WAS THE FUND MANAGED?

A: We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our aim is to identify micro cap companies with durable franchises and strong management that will, in our opinion, generate solid returns over the long term. Our research involves separating those with strong long-term prospects from those that exhibit deteriorating business fundamentals or experience deep cyclicality. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS12

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. Celebrate Express, Inc.	3.4	%
2. PDF Solutions, Inc.	3.2	%
3. Collectors Universe	3.0	%
4. FirstService Corp. (Canada)	3.0	%
6. Bankrate, Inc.	2.5	%
5. Lo Jack Corp.	2.5	%
7. Unica Corp.	2.5	%
8. American Dental Partners, Inc.	2.4	%
9. Lufkin Industries, Inc.	2.3	%
10. Interface, Inc.	2.2	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS13

JPMorgan
Micro Cap Fund

CONTINUED

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

	SINCE INCEPTION (10/31/05)
CLASS A SHARES
Without Sales Charge		3.13	%
With Sales Charge*		(2.17	%)
CLASS C SHARES
Without CDSC		3.07	%
With CDSC**		2.07	%
SELECT CLASS SHARES		3.20	%
RUSSELL MICROCAP INDEX		4.79	%

* Sales charge for class A shares is 5.25%.

** Assumes a 1% CDSC for the one year period and 0% CDSC thereafter.

The Fund commenced operations on 10/31/05.

The performance of the index does not include expenses or a sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell Microcap Index is an unmanaged, capitalization weighed price only index, which is comprised of 1,000 of the smallest stocks (on the basis of capitalization) in the small-cap Russell 2000 Index plus the next 1,000 smallest securities. Investors cannot invest directly in an index.

Performance may reflect the waiver and reimbursement of the Fund's fees / expenses for certain periods since the inception date. Without these waivers and reimbursements performance would have been lower. Also, performance shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS14

JPMorgan
Mid Cap Equity Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				1/1/97
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$268,582
Primary Benchmark				Russell Midcap Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Mid Cap Equity Fund, whose objective is long-term capital growth,* returned 9.61% (Select Shares) over the 12 months ended December 31, 2005, compared to the 12.65% return of the Russell Midcap Index over the same period.

Q: WHY DID THE FUND PERFORM IN THIS WAY?

The Fund underperformed the benchmark due primarily to overall stock selection in the consumer discretionary and materials sectors, as consumers faced headwinds of rising interest rates, increasing winter heating costs and a softening U.S. housing market while many materials manufacturers faced increased costs associated with higher energy prices. At the individual stock level, IPC Holdings Ltd. and VeriSign Inc. were top detractors from performance. IPC Holdings Ltd., a provider of property catastrophe reinsurance, announced significant insured losses resulting from Hurricanes Katrina and Rita. Despite relatively stable operating results prior to the hurricanes, the storms negatively impacted the company's third-quarter financial results. VeriSign Inc., an Internet and telecommunication infrastructure provider, experienced mixed results as second-quarter sales decreased in its ring tone business divisions. Other parts of the co mpany's business remain on track.

The Fund was positively impacted by overall stock selection in industrials and an overweight in energy. Coventry Health Care Inc. and Burlington Resources Inc. were among the top contributors to performance. Coventry Health Care Inc., a managed healthcare company, experienced accelerated earning growth in 2005 due to improved margins and realized synergies from its acquisition of First Health Group Corporation. Burlington Resources Inc., an energy exploration and production company, reported strong results resulting from higher energy prices, growth in production and accelerated share repurchases. In addition, the stock strengthened in December as the company agreed to be acquired by ConocoPhillips.

Q: HOW WAS THE FUND MANAGED?

A: We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. The research process is designed to identify companies with predictable and durable business models deemed capable of achieving sustainable growth. Above-average growth, sustainable cash flows and attractive valuations are characteristics of the investments in this portfolio. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS15

JPMorgan
Mid Cap Equity Fund

CONTINUED

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. Coventry Health Care, Inc.	1.5	%
2. Amphenol Corp.	1.5	%
3. Sherwin-Williams Co. (The)	1.3	%
4. V.F. Corp.	1.2	%
5. Assurant, Inc.	1.2	%
6. West Corp.	1.1	%
7. Omnicare, Inc.	1.1	%
8. Burlington Resources, Inc.	1.0	%
9. M&T Bank Corp.	1.0	%
10. Zions Bancorp	1.0	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS16

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

				1 YEAR				5 YEAR				10 YEARS
SELECT CLASS SHARES					9.61	%			7.56	%			11.48	%

LIFE OF FUND PERFORMANCE (12/31/95 TO 12/31/05)

The Fund commenced operations on 1/1/97.

Returns for the Fund prior to 1/1/97 (offering date of the Select Class Shares) are the returns of a common trust fund adjusted to reflect the Fund's expense levels (absent reimbursements) that were in place at the time the Fund recieved the common trust fund assets. The common trust fund was not registered with the SEC and was not subject to investment restrictions of registered mutual funds. If the common trust fund had been registered, performance may have been adversely affected.

The graph illustrates comparative performance for $1,000,000 invested in the JPMorgan Mid Cap Equity Fund, Russell Midcap Index, and Lipper Mid-Cap Core Funds Index from December 31, 1995 to June 30, 2005. The performance of the Fund assumes reinvestment of all dividends and capital gains. The performance of the indices does not include expenses and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell Midcap Index measures the performance of the smallest 800 companies of the Russell 1000 Index, which represents approximately 25% of the total market capitalization of the Russell 1000 Index. The Lipper Mid-Cap Core Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an Index.

Select Class Shares have a $1,000,000 minimum initial investment and carry no sales charge.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS17

JPMorgan
Mid Cap Value Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				11/13/97
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$7,016,803
Primary Benchmark				Russell Midcap Value Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Mid Cap Value Fund, which seeks growth from capital appreciation,* returned 9.42% (Institutional Shares) over the 12 months ended December 31, 2005, compared to the 12.65% return of the Russell Midcap Value Index over the same period.

Q: WHY DID THE FUND PERFORM IN THIS WAY?

The Fund underperformed the benchmark due primarily to overall stock selection in the consumer discretionary and materials sectors, as consumers faced headwinds of rising interest rates, increasing winter heating costs and a softening U.S. housing market while many materials manufacturers faced increased costs associated with higher energy prices. At the individual stock level, IPC Holdings Ltd. and Gannett Co. Inc. were among the top detractors from performance. IPC Holdings Ltd., a provider of property catastrophe reinsurance, announced significant insured losses resulting from Hurricanes Katrina and Rita. Despite relatively stable operating results prior to the hurricanes, the storms negatively impacted the company's third-quarter financial results. Gannett Co., Inc., a media conglomerate, experienced weaker revenues due to reduced ad sales.

The Fund was positively impacted by overall stock selection in the industrials and consumer staples sectors. Burlington Resources, Inc. and Coventry Health Care Inc. were among the top individual contributors to performance. Burlington Resources, Inc., an energy exploration and production company, reported strong results resulting from higher energy prices, growth in production and accelerated share repurchases. In addition, the stock strengthened in December as the company agreed to be acquired by ConocoPhillips. Coventry Health Care Inc., a managed health care company, experienced accelerated earning growth in 2005 due to improved margins and realized synergies from its acquisition of First Health Group Corporation.

Q: HOW WAS THE FUND MANAGED?

A: We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our aim is to identify undervalued companies that have the potential to grow their intrinsic values per share and to purchase these companies at a discount. The research process is designed to identify companies with predictable and durable business models deemed capable of achieving sustainable growth. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS18

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. V.F. Corp.	2.4	%
2. Assurant, Inc.	2.3	%
3. Burlington Resources, Inc.	2.0	%
4. M&T Bank Corp.	1.9	%
5. Coventry Health Care, Inc.	1.9	%
6. Devon Energy Corp.	1.8	%
7. CenturyTel, Inc.	1.8	%
8. AutoZone, Inc.	1.8	%
9. North Fork Bancorp, Inc.	1.7	%
10. Kinder Morgan, Inc.	1.7	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS19

JPMorgan
Mid Cap Value Fund

CONTINUED

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

	1 YEAR			5 YEARS			SINCE INCEPTION (11/13/97)
CLASS A SHARES
Without Sales Charge		8.87	%		13.88	%		17.49	%
With Sales Charge*		3.16	%		12.66	%		16.71	%
CLASS B SHARES
Without CDSC		8.31	%		13.18	%		17.04	%
With CDSC**		3.31	%		12.94	%		17.04	%
CLASS C SHARES
Without CDSC		8.34	%		13.23	%		17.07	%
With CDSC***		7.34	%		13.23	%		17.07	%
SELECT CLASS SHARES		9.16	%		14.18	%		17.68	%
INSTITUTIONAL CLASS SHARES		9.42	%		14.43	%		17.83	%

* Sales charge for class A shares is 5.25%.

** Assumes 5% CDSC (contingent deferred sales charge) for the one year period, 2% CDSC for the five year period and 0% CDSC for the period since inception.

*** Assumes a 1% CDSC for the one year period and 0% CDSC thereafter.

LIFE OF FUND PERFORMANCE (11/13/97 TO 12/31/05)

The Fund commenced operations on 11/13/97.

Returns for the Select Class Shares prior to 10/31/01 (offering date of the Select Class Shares) are calculated using the historical expenses of the Institutional Class Shares. During the period, the actual returns of Select Class Shares would have been lower than shown because Select Class Shares have higher expenses Institutional Class Shares.

Returns for the Class A, Class B, and Class C Shares prior to 4/30/01 (offering date of the Class A, Class B, and Class C Shares) are calculated using the historical expenses of the Institutional Class Shares. During this period, the actual returns of Class A, Class B, and Class C Shares would have been lower than shown because Class A, Class B, and Class C Shares have higher expenses than Institutional Class Shares.

The graph illustrates comparative performance for $3,000,000 invested in Institutional Class Shares of the JPMorgan Mid Cap Value Fund, Russell Midcap Value Index, and Lipper Mid-Cap Value Funds Index from November 13, 1997 to June 30, 2005. The performance of the Fund assumes reinvestment of all dividends and capital gains. The performance of the indices reflects an initial investment at the end of the month following the Fund's inception. The performance of the indices does not include expenses or a sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell Midcap Value Index is an unmanaged, capitalization weighted, price only index that measures the performance of those companies included in the Russell Midcap Index that have lower price-to-book ratios and lower forecasted growth rates. The Lipper Mid-Cap Value Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

Institutional Class Shares have a $3,000,000 minimum initial investment and carry no sales charge.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS20

JPMorgan
Small Cap Core Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				1/1/97
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$815,905
Primary Benchmark				Russell 2000 Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Small Cap Core Fund, which seeks capital growth over the long term,* returned 3.90% (Select Shares) over the 12 months ended December 31, 2005, compared to the 4.55% return of the Russell 2000 Index over the same period.

Q: WHY DID THE FUND PERFORM THIS WAY?

A: U.S. equity markets produced solid returns in 2005. Concerns that a slowdown in the housing sector would cut the legs out from under consumer spending were more than offset by increased consumer confidence due primarily to rapidly falling gasoline prices in the third and fourth quarters.

Stock selection in the finance and pharmaceutical sectors primarily detracted from results. At the security level, a top detractor was R&G Financial Corp., a diversified financial services company, whose shares declined in April on the back of restated earnings for 2004. The company's shares also fell in sync with a major Puerto Rico-based lender that has undergone a formal accounting probe by the SEC. Another major detractor was Cypress Biosciences Inc., a biotechnology company. Shares of Cypress Biosciences Inc. fell at the end of September after the company and its drug development partner, Forest Laboratories Inc., announced early data from a Phase III clinical trial showing that the drug milnacipran was statistically ineffective in treating fibromyalgia, a condition causing chronic muscle pain and stiffness. Despite the setback, Forest Laboratories and Cypress Biosciences stated that they will continue to pursue two add itional Phase III clinical trials for the drug, but admitted their plan could change in the near future.

Although the Fund underperformed its benchmark, stock selection in the industrial cyclical and utility sectors aided performance. Among the top contributors were Dobson Communications Corp., an Oklahoma City-based provider of wireless communications services, and GUESS? Inc., an apparel retailer. In June, Dobson Communications Corp. shares benefited from positive earnings guidance due to increased revenue per subscriber. The company also initiated discussions with Cingular, the largest U.S. cell phone provider, aimed at setting up a roaming agreement. Additionally, the company agreed to buy the Cellular One brand from Alltel Corp., a telecommunications company, for $1.3 million. GUESS? Inc. shares increased after the company reported record revenues throughout the year, which were driven by the performance in its European business.

Q: HOW WAS THE FUND MANAGED?

A: The Fund strives to add value exclusively through stock selection rather than sector, style or theme bets. To minimize sector risk, we weight sectors in the Fund within +/-1% of the sector weights of the benchmark. We have found that minimizing sector bets is one of the most effective ways of reducing residual risk from a portfolio without reducing the ability to add performance. Finally, to control stock-specific risk, individual stock weights in the Fund are limited to +/-1% of the stock's weight in the Russell 2000 Index.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS21

JPMorgan
Small Cap Core Fund

CONTINUED

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. Applied Industrial Technologies, Inc.	1.1	%
2. Houston Exploration Co.	0.9	%
3. Kilroy Realty Corp.	0.9	%
4. Aaron Rents, Inc.	0.8	%
5. Universal Forest Products, Inc.	0.8	%
6. Mid-America Apartment Communities, Inc.	0.8	%
7. Moog, Inc., Class A	0.8	%
8. Delphi Financial Group, Inc.	0.8	%
9. Commercial Metals Co.	0.7	%
10. Zenith National Insurance Corp.	0.7	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS22

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

				1 YEAR				5 YEARS				10 YEARS
SELECT CLASS SHARES					3.90	%			6.42	%			7.57	%

TEN YEAR FUND PERFORMANCE (12/31/95 TO 12/31/05)

The Fund commenced operations on 1/1/97.

Returns for the Fund prior to 1/1/97 (offering date of the Select Class Shares) are the returns of a common trust fund adjusted to reflect the Fund's expense levels (absent reimbursements) that were in place at the time the Fund received the common trust fund assets. The common trust fund was not registered with the SEC and was not subject to investment restrictions of registered mutual funds. If the common trust fund had been registered, performance may have been adversely affected.

The graph illustrates comparative performance for $1,000,000 invested in the JPMorgan Small Cap Core Fund, Russell 2000 Index, S&P SmallCap 600/BARRA Index and Lipper Small-Cap Core Funds Index from June 30, 1995 to June 30, 2005.

The performance of the Fund assumes reinvestment of all dividends and capital gains and includes a sales charge. The performance of the indices does not include expenses and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell 2000 Index is an unmanaged, capitalization weighted price only index, which is comprised of 2000 of the smallest stocks (on the basis of capitalization) in the Russell 3000 Index. The S&P SmallCap 600 Index includes 600 stocks of small U.S. Companies chosen for market size, liquidity, and industry group representation. During the year ended December 31, 2004, the Fund changed its benchmark from the S&P SmallCap 600 Index to the Russell 2000 Index, because the adviser believes the Russell 2000 Index more accurately reflects the Fund's investment strategy. The Lipper Small-Cap Core Funds Index represents the total return s of the funds in the indicated category, as defined by Lipper, Inc. Investor's cannot invest directly in an index.

Select Class Shares have a $1,000,000 minimum initial investment and carry no sales charge.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS23

JPMorgan
Small Cap Equity Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				12/20/94
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$480,542
Primary Benchmark				Russell 2000 Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Small Cap Equity Fund, which seeks capital growth over the long term,* returned 12.39% (A Shares) over the 12 months ended December 31, 2005, compared to the 4.55% return of the Russell 2000 Index over the same period.

Q: WHY DID THE FUND PERFORM IN THIS WAY?

The Fund outperformed its benchmark due primarily to stock selection in the industrials and materials sectors. At the individual stock level, Southwestern Energy Co., an integrated energy company, and St. Mary Land & Exploration Co., a natural gas producer, were positive contributors to performance. Shares of Southwestern Energy Co. rose on significantly increased production volumes, higher natural gas prices and a capital investment program to fund exploration and production in 2006. St. Mary Land & Exploration Co. reported its fifth consecutive quarter of increased production. In addition, the company announced an increase in its 2005 forecast of exploration and development costs to sustain future growth.

The Fund was negatively impacted by overall stock selection in the telecommunication service and healthcare sectors. Georgia Gulf Corp. and Avocent Corp. were large detractors from performance. Georgia Gulf Corp., a manufacturer of chemical and plastic products, experienced decreased earnings growth due to industry-wide concerns of an economic slowdown and the effects of Hurricanes Rita and Katrina. Supply constraints and lowered inventories from hurricane-related activity disrupted business and contributed to reduced third-quarter earnings. Avocent Corp., a computer equipment maker, experienced mixed results. The company slashed its first-quarter revenue guidance due to lower sales, the launch of its DSView 3 software and greater-than-expected seasonal softness. Despite this lowered forecast, Avocent reported a rise in third-quarter profit, which was attributed to strong demand for digital and embedded products, and robust sale s in Asia.

Q: HOW WAS THE FUND MANAGED?

A: We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our aim is to identify undervalued small-cap companies with leading competitive positions and strong management. The research process is designed to identify companies that exhibit sustainable free cash flow, high barriers to entry and a proven management team. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS24

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. Williams Scotsman International, Inc.	2.4	%
2. United Bancshares, Inc.	2.1	%
3. ProAssurance Corp.	2.0	%
4. Scotts Miracle-Gro Co. (The)	2.0	%
5. St. Mary Land & Exploration Co.	2.0	%
6. Watsco, Inc.	1.9	%
7. Alderwoods Group, Inc.	1.8	%
8. Jarden Corp.	1.8	%
9. Hudson Highland Group, Inc.	1.7	%
10. Waste Connections, Inc.	1.6	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS25

JPMorgan
Small Cap Equity Fund

CONTINUED

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

	1 YEAR			5 YEARS			10 YEARS
CLASS A SHARES
Without Sales Charge		12.39	%		8.43	%		11.80	%
With Sales Charge*		6.47	%		7.27	%		11.20	%
CLASS B SHARES
Without CDSC		11.85	%		7.67	%		11.14	%
With CDSC**		6.85	%		7.37	%		11.14	%
CLASS C SHARES
Without CDSC		11.81	%		7.66	%		11.00	%
With CDSC***		10.81	%		7.66	%		11.00	%
SELECT CLASS SHARES		12.98	%		9.02	%		12.34	%

* Sales charge for Class A Shares is 5.25%.

** Assumes 5% CDSC (contingent deferred sales charge) for the one year period, 2% CDSC for the five year period and 0% CDSC for the ten year period.

*** Assumes a 1% CDSC for the one year period and 0% CDSC thereafter.

TEN YEAR PERFORMANCE (12/31/95 TO 12/31/05)

The Fund commenced operations on 12/20/94.

Returns for the Select Class Shares prior to 5/7/96 (offering date of the Select Class Shares) are calculated using the historical expenses of the Class A Shares, which are higher than the expenses of the Select Class Shares.

Returns for the Class B Shares prior to 3/28/95 (offering date of the Class B Shares) are calculated using the historical expenses of the Class A Shares, which are lower than the expenses of the Class B Shares. In addition, returns for the Class C Shares prior to 2/19/05 (offering date of the Class C Shares) are calculated using the historical expenses of the Class B Shares, which are similar to the expenses of the Class C Shares. During this period, the actual returns of Class B and Class C Shares would have been lower than shown because Class B and Class C Shares have higher expenses than Class A Shares.

The graph illustrates comparative performance for $10,000 invested in Class A Shares of the JPMorgan Small Cap Equity Fund, Russell 2000 Index, S&P SmallCap 600 Index and Lipper
Small-Cap Core Funds Index from June 30, 1995 to June 30, 2005.

The performance of the Fund assumes reinvestment of all dividends and capital gains and includes a sales charge. The performance of the indices does not include expenses or a sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell 2000 Index is an unmanaged, capitalization weighted price only index, which is comprised of 2000 of the smallest stocks (on the basis of capitalization) in the Russell 3000 Index. The S&P SmallCap 600 Index includes 600 stocks of small U.S. Companies chosen for market size, liquidity and industry group representation. The Lipper Small-Cap Core Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

Class A Shares have a $1,000 minimum initial investment and carry a 5.25% sales charge.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS26

JPMorgan
U.S. Small Company Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				11/4/93
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$148,693
Primary Benchmark				Russell 2000 Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan U.S. Small Company Fund, which seeks to provide high total return from a portfolio of small-company stocks,* returned 4.18% (Institutional Shares) over the 12 months ended December 31, 2005, compared to the 4.55% return of the Russell 2000 Index over the same period.

Q: WHY DID THE FUND PERFORM THIS WAY?

Stock selection in the finance and pharmaceutical sectors primarily detracted from results. At the security level, a top detractor was R&G Financial Corp., a diversified financial services company, whose shares declined in April on the back of restated earnings for 2004. The company's shares also fell in sync with other major Puerto Rico lenders after Doral Financial Corp., the island's largest residential mortgage lender, disclosed that the SEC had changed an informal accounting probe into a formal one. Another major detractor was Cypress Biosciences Inc., a biotechnology company. Shares of Cypress Biosciences, Inc. fell at the end of September after the company and its drug development partner, Forest Laboratories Inc., announced early data from a Phase III clinical trial showing that the drug milnacipran was statistically ineffective in treating fibromyalgia, a condition causing chronic muscle pain and stiffness. Despite the setback, Forest Laboratories and Cypress Biosciences Inc. stated that they will continue to pursue two additional Phase III clinical trials for the drug, but admitted their plan could change in the near future.

Q: HOW WAS THE FUND MANAGED?

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS27

JPMorgan
U.S. Small Company Fund

CONTINUED

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. Applied Industrial Technologies, Inc.	1.2	%
2. Houston Exploration Co.	1.0	%
3. Kilroy Realty Corp.	0.9	%
4. Aaron Rents, Inc.	0.9	%
5. Universal Forest Products, Inc.	0.9	%
6. Mid-America Apartment Communities, Inc.	0.9	%
7. Moog, Inc.	0.8	%
8. Delphi Financial Group, Inc.	0.8	%
9. Commercial Metals Co.	0.8	%
10. Todco	0.7	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS28

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

	1 YEAR			5 YEARS			10 YEARS
SELECT CLASS SHARES		3.93	%		3.64	%		8.08	%	��
INSTITUTIONAL CLASS SHARES		4.18	%		3.81	%		8.25	%

TEN YEAR FUND PERFORMANCE (12/31/95 TO 12/31/05)

The Fund commenced operations on 11/4/93 and prior to 9/7/01, operated in a master feeder structure.

Returns for the Institutional Class Shares prior to 9/10/01 (offering date of the Institutional Class Shares) are calculated using the historical expenses of an institutional feeder, the J.P. Morgan Institutional U.S. Small Company Fund, whose expenses are substantially similar to the expenses of the Institutional Class Shares.

Returns for the Select Class Shares prior to 9/10/01 (offering date of the Select Class Shares) are calculated using the historical expenses of a retail feeder, the J.P. Morgan U.S. Small Company Fund, whose expenses are substantially similar to the expenses of the Select Class Shares.

The graph illustrates comparative performance for $3,000,000 invested in Institutional Class Shares of the JPMorgan U.S. Small Company Fund, Russell 2000 Index, and Lipper Small-Cap Core Funds Index from June 30, 1995 to June 30, 2005.

The performance of the Fund assumes reinvestment of all dividends and capital gains. The performance of the indices does not include expenses and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell 2000 Index is an unmanaged, capitalization weighted price only index, which is comprised of 2000 of the smallest stocks (on the basis of capitalization) in the Russell 3000 Index. The Lipper Small-Cap Core Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

Institutional Class Shares have a $3,000,000 minimum initial investment and carry no sales charge.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS29

JPMorgan
Value Advantage Fund

AS OF DECEMBER 31, 2005 (Unaudited)

FUND FACTS
Fund Inception				3/1/05
Fiscal Year End				December 31
Net Assets as of 12/31/2005 (In Thousands)				$104,165
Primary Benchmark				Russell 3000 Value Index

Q: HOW DID THE FUND PERFORM?

A: The JPMorgan Value Advantage Fund, which seeks to provide long-term total return from a combination of income and capital gains,* returned 7.46% (Class A Shares) since inception (2/28/05) ended December 31, 2005, compared to the 6.85% return of the Russell 3000 Value Index over the same period.

Q: WHY DID THE FUND PERFORM IN THIS WAY?

Stock selection in energy and materials primarily supported performance over the period. Cement manufacturer Cemex S.A. de C.V. was the largest contributor. The company benefited from strong industry trends, which enabled it to grow free cash flow and improve its balance sheet. In addition, management was able to increase cost savings from recent acquisitions. Devon Energy Corp. was another positive contributor. The oil and gas exploration company benefited from high energy prices, driven by strong demand and tight supply.

Consumer discretionary and telecommunication services hindered performance during the period. Gannett Co. Inc., a media conglomerate, was the largest detractor. The company experienced weaker revenues due to reduced ad sales. IPC Holdings Ltd., a provider of property catastrophe reinsurance, announced significant insured losses resulting from Hurricanes Katrina and Rita.

Q: HOW WAS THE FUND MANAGED?

A: Our investment philosophy is based on the premise that stock selection focused on undervalued companies with durable franchises and strong management will generate superior returns over the long term. We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our aim is to identify undervalued companies within the income and capital-gain investment universe that have the potential to grow their intrinsic values per share and to purchase these companies at a discount.

* The advisor seeks to achieve the Fund's objective. There can be no guarantee it will be achieved.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS30

ANNUAL REPORT DECEMBER 31

2005

(Unaudited)

PORTFOLIO COMPOSITION*

TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO*
1. Devon Energy Corp.	4.8	%
2. V.F. Corp.	3.5	%
3. Commonwealth Telephone Enterprises, Inc.	3.2	%
4. AutoZone, Inc.	3.1	%
5. W.P. Carey & Co. LLC	2.9	%
6. Griffon Corp.	2.9	%
7. ProAssurance Corp.	2.8	%
8. Clear Channel Communications, Inc.	2.4	%
9. Assurant, Inc.	2.3	%
10. Sears Holdings Corp.	2.2	%

* Percentages indicated are based on net assets as of December 31, 2005. The portfolio's composition is subject to change.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS31

JPMorgan
Value Advantage Fund

CONTINUED

(Unaudited)

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005

	SINCE INCEPTION (3/01/05)
CLASS A SHARES
Without Sales Charge		7.46	%
With Sales Charge*		1.82	%
CLASS C SHARES
Without CDSC		7.03	%
With CDSC**		6.03	%
SELECT CLASS SHARES		7.71	%
INSTITUTIONAL CLASS		7.32	%

* Sales charge for class A shares is 5.25%.

** Assumes a 1% CDSC for one year period and 0% CDSC thereafter.

LIFE OF FUND PERFORMANCE (3/01/05 TO 12/31/05)

The Fund commenced operations on 3/1/05.

The graph illustrates comparative performance for $10,000 invested in Class A Shares of the JPMorgan Value Advantage Fund, Russell 3000 Value Index and Lipper Multi-Cap Value Funds Index from March 1, 2005 to June 30, 2005. The performance of the Fund assumes reinvestment of all dividends and capital gains and includes a sales charge. The performance of the indices reflects an initial investment at the inception of the Fund. The performances of the indices does not include expenses or a sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell 3000 Value Index is an unmanaged broad-based index that replicates the U.S. stock markets. The Lipper Multi-Cap Value Funds Index represents the total returns of the Fund in the category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

Class A Shares have $1,000 minimum initial investment and carry 5.25% sales charge.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS32

JPMorgan Capital Growth Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 98.1%
		Common Stocks — 98.1%
		Aerospace & Defense — 1.5%
	116	Precision Castparts Corp.	$	5,989
	122	Rockwell Collins, Inc.		5,663
				11,652
		Airlines — 0.9%
	451	Southwest Airlines Co.		7,402
		Biotechnology — 2.5%
	100	Invitrogen Corp. (a) (c)		6,691
	204	MedImmune, Inc. (a)		7,133
	206	Protein Design Labs, Inc.		5,863
				19,687
		Capital Markets — 3.3%
	83	Affiliated Managers Group, Inc. (a) (c)		6,677
	233	Ameritrade Holding Corp. (a) (c)		5,596
	192	Federated Investors, Inc., Class B		7,108
	92	T. Rowe Price Group, Inc.		6,594
				25,975
		Chemicals — 0.9%
	373	Rockwood Holdings, Inc. (a)		7,349
		Commercial Banks — 3.8%
	321	Commerce Bancorp, Inc. (c)		11,046
	186	East-West Bancorp, Inc. (c)		6,769
	157	Zions Bancorp		11,825
				29,640
		Commercial Services & Supplies — 3.2%
	127	HNI Corp.		6,971
	422	West Corp. (a)		17,766
				24,737
		Communications Equipment — 0.1%
	39	Adtran, Inc.		1,163
		Computers & Peripherals — 4.1%
	241	NCR Corp. (a)		8,176
	232	Network Appliance, Inc. (a)		6,251
	594	Seagate Technology (Cayman Islands) (a)		11,872

SHARES		SECURITY DESCRIPTION	VALUE
		Computers & Peripherals — Continued
	1,359	Sun Microsystems, Inc. (a)	$	5,694
				31,993
		Construction & Engineering — 0.8%
	89	Jacobs Engineering Group, Inc. (a) (c)		6,047
		Consumer Finance — 0.8%
	234	AmeriCredit Corp. (a)		5,990
		Diversified Financial Services — 2.5%
	192	CIT Group, Inc.		9,957
	308	Lazard Ltd. (Bermuda), Class A		9,816
				19,773
		Electronic Equipment & Instruments — 5.1%
	136	Ametek, Inc.		5,781
	397	Amphenol Corp., Class A		17,558
	215	Flir Systems, Inc. (a) (c)		4,801
	318	Jabil Circuit, Inc. (a)		11,809
				39,949
		Energy Equipment & Services — 6.1%
	217	BJ Services Co.		7,972
	237	ENSCO International, Inc.		10,506
	213	Grant Prideco, Inc. (a) (c)		9,389
	123	National Oilwell Varco, Inc. (a)		7,712
	103	Noble Corp. (Cayman Islands)		7,237
	119	Tidewater, Inc. (c)		5,309
				48,125
		Health Care Equipment & Supplies — 1.7%
	71	Bausch & Lomb, Inc.		4,787
	152	Mentor Corp. (c)		7,000
	20	Millipore Corp. (a)		1,314
				13,101
		Health Care Providers & Services — 6.7%
	81	Aetna, Inc.		7,606
	133	Caremark Rx, Inc. (a)		6,898
	151	Coventry Health Care, Inc. (a)		8,587
	212	DaVita, Inc. (a)		10,736
	162	LifePoint Hospitals, Inc. (a)		6,060

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS 33

JPMorgan Capital Growth Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Health Care Providers & Services — Continued
	135	McKesson Corp.	$	6,960
	97	Medco Health Solutions, Inc. (a)		5,390
				52,237
		Hotels, Restaurants & Leisure — 6.7%
	99	Four Seasons Hotels, Inc. (Canada) (c)		4,905
	91	Harrah's Entertainment, Inc.		6,498
	112	Panera Bread Co., Class A (a)		7,323
	217	Royal Caribbean Cruises Ltd. (Liberia)		9,796
	302	Scientific Games Corp., Class A (a)		8,247
	192	Sonic Corp. (a)		5,673
	80	Station Casinos, Inc.		5,424
	93	Wynn Resorts Ltd. (a) (c)		5,085
				52,951
		Household Durables — 1.2%
	147	D.R. Horton, Inc. (c)		5,252
	118	Toll Brothers, Inc. (a)		4,077
				9,329
		Household Products — 0.9%
	143	Energizer Holdings, Inc. (a) (c)		7,105
		Insurance — 1.9%
	80	Everest Re Group Ltd. (Bermuda)		7,998
	236	HCC Insurance Holdings, Inc.		7,010
				15,008
		Internet Software & Services — 2.6%
	411	McAfee, Inc. (a)		11,137
	223	ValueClick, Inc. (a)		4,038
	251	VeriSign, Inc. (a)		5,511
				20,686
		IT Services — 1.4%
	319	Alliance Data Systems Corp. (a) (c)		11,346
		Machinery — 2.3%
	94	Harsco Corp.		6,366
	59	ITT Industries, Inc.		6,041
	136	Oshkosh Truck Corp.		6,046
				18,453

SHARES		SECURITY DESCRIPTION	VALUE
		Media — 3.8%
	70	Getty Images, Inc. (a)	$	6,222
	95	R.H. Donnelley Corp. (a) (c)		5,835
	379	Regal Entertainment Group, Class A (c)		7,205
	151	Rogers Communications, Inc. (Canada), Class B		6,398
	147	XM Satellite Radio Holdings, Inc., Class A (a) (c)		4,008
				29,668
		Oil, Gas & Consumable Fuels — 4.9%
	147	Consol Energy, Inc.		9,552
	74	EOG Resources, Inc.		5,459
	122	Newfield Exploration Co. (a)		6,099
	212	Range Resources Corp. (c)		5,595
	152	Southwestern Energy Co. (a) (c)		5,477
	118	Talisman Energy, Inc. (Canada)		6,237
				38,419
		Pharmaceuticals — 3.2%
	39	Allergan, Inc.		4,200
	105	Barr Pharmaceuticals, Inc. (a)		6,528
	191	Omnicare, Inc.		10,917
	69	Sepracor, Inc. (a) (c)		3,563
				25,208
		Road & Rail — 2.8%
	516	J.B. Hunt Transport Services, Inc. (c)		11,682
	237	Norfolk Southern Corp.		10,629
				22,311
		Semiconductors & Semiconductor Equipment — 7.0%
	136	Broadcom Corp., Class A (a)		6,403
	149	KLA-Tencor Corp.		7,355
	264	Lam Research Corp. (a)		9,434
	162	Linear Technology Corp.		5,827
	136	Marvell Technology Group Ltd. (Bermuda) (a)		7,611
	354	Microchip Technology, Inc.		11,380
	184	Nvidia Corp. (a)		6,723
				54,733

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS34

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Software — 5.3%
	254	Adobe Systems, Inc.	$	9,395
	308	Citrix Systems, Inc. (a)		8,850
	234	Computer Associates International, Inc.		6,603
	583	Compuware Corp. (a)		5,229
	125	NAVTEQ Corp. (a)		5,466
	188	Salesforce.com, Inc. (a) (c)		6,032
				41,575
		Specialty Retail — 7.6%
	90	AnnTaylor Stores Corp. (a) (c)		3,110
	293	Bed Bath & Beyond, Inc. (a)		10,596
	451	Circuit City Stores, Inc.		10,179
	208	Men's Wearhouse, Inc. (a) (c)		6,135
	373	Ross Stores, Inc.		10,786
	267	Sherwin-Williams Co. (The)		12,118
	133	Weight Watchers International, Inc. (a) (c)		6,559
				59,483
		Textiles, Apparel & Luxury Goods — 1.5%
	212	Polo Ralph Lauren Corp.		11,919
		Wireless Telecommunication Services — 1.0%
	175	NII Holdings, Inc. (a)		7,648
		Total Common Stocks (Cost $648,372)		770,662
Short-Term Investment — 1.0%
		Investment Company — 1.0%
	7,923	JPMorgan Prime Money Market Fund (b) (m) (Cost $7,923)		7,923
PRINCIPAL AMOUNT
Investments of Cash Collateral for Securities Loaned — 9.9%
		Certificates of Deposit — 1.6%
$	3,400	Credit Suisse First Boston LLC, FRN, 4.27%, 10/17/06		3,400
	3,000	Manufacturers and Traders, FRN, 4.36%, 09/26/06		3,000

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
		Certificates of Deposit — Continued
$	3,250	Royal Bank of Canada, FRN, 4.30%, 11/13/06	$	3,250
	3,000	Wells Fargo Bank San Francisco, 4.30%, 01/27/06		3,000
				12,650
		Commercial Paper — 0.8%
	2,482	HSBC Finance Corporation, 4.43%, 02/10/06		2,482
	3,500	Morgan Stanley & Co., Inc., FRN, 4.33%, 04/17/06		3,500
				5,982
		Corporate Notes — 3.6%
	1,000	Alliance and Leister plc, FRN, 4.33%, 01/30/07		1,000
	4,000	American Express Credit Corp., FRN, 4.36%, 06/12/07		4,000
	3,800	Bank of America N.A., FRN, 4.31%, 11/07/06		3,800
	3,400	CDC Financial Products. Inc., FRN, 4.35%, 01/30/06		3,400
	4,652	Citigroup Global Markets. Inc., FRN, 4.32%, 01/06/06		4,651
	1,000	K2(USA) LLC, FRN, 4.35%, 02/15/06		1,000
	2,500	Landsbanki Islands HF, FRN, 4.45%, 01/30/07		2,500
	1,000	Liberty Lighthouse U.S. Capital, FRN, 4.34%, 10/24/06		1,000
	3,399	Links Finance LLC, FRN, 4.37%, 10/15/07		3,399
	3,499	Sigma Finance Inc., FRN, 4.37%, 10/24/07		3,499
				28,249
		Repurchase Agreements — 3.9%
	6,872	Bank of America Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $6,875, collateralized by U.S. Government Agency Mortgages.		6,872

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS35

JPMorgan Capital Growth Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Short-Term Investment — continued
		Repurchase Agreements — Continued
$	12,000	Lehman Brothers, Inc., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $12,006, collateralized by U.S. Government Agency Mortgages.	$	12,000
	12,000	UBS Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $12,006, collateralized by U.S. Government Agency Mortgages.		12,000
				30,872
		Total Investments of Cash Collateral for Securities Loaned (Cost $77,753)		77,753
		Total Investments — 109.0% (Cost $734,048)		$856,338
		Liabilities in Excess of Other Assets — (9.0)%		(70,858	)
		NET ASSETS — 100.0%	$	785,480

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS36

JPMorgan Dynamic Small Cap Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 97.2%
		Common Stocks — 97.2%
		Aerospace & Defense — 1.0%
	61	Argon ST, Inc. (a)	$	1,880
		Airlines — 1.5%
	100	Skywest, Inc.		2,686
		Biotechnology — 2.8%
	47	Alexion Pharmaceuticals, Inc. (a) (c)		961
	73	Myriad Genetics, Inc. (a) (c)		1,519
	14	United Therapeutics Corp. (a) (c)		961
	95	Viropharma, Inc. (a)		1,760
				5,201
		Building Products — 0.8%
	43	Simpson Manufacturing Co., Inc. (c)		1,550
		Capital Markets — 2.1%
	48	Affiliated Managers Group, Inc. (a) (c)		3,812
		Commercial Banks — 2.8%
	99	Columbia Banking System, Inc.		2,835
	7	Preferred Bank		325
	70	West Coast Bancorp (c)		1,860
				5,020
		Commercial Services & Supplies — 3.4%
	85	Chemed Corp.		4,245
	114	LECG Corp. (a) (c)		1,987
				6,232
		Communications Equipment — 1.4%
	10	Adtran, Inc.		290
	85	Avocent Corp. (a)		2,310
				2,600
		Construction Materials — 1.6%
	25	Eagle Materials, Inc. (c)		3,010
		Diversified Financial Services — 3.1%
	34	IntercontinentalExchange, Inc. (a)		1,243
	185	Marlin Business Services, Inc. (a)		4,409
				5,652

SHARES		SECURITY DESCRIPTION	VALUE
		Diversified Telecommunication Services — 0.8%
	136	Cbeyond Communications, Inc. (a)	$	1,400
		Electrical Equipment — 2.2%
	206	General Cable Corp. (a)		4,051
		Energy Equipment & Services — 4.4%
	74	Hornbeck Offshore Services, Inc. (a) (c)		2,417
	122	Pioneer Drilling Co (a) (c)		2,188
	162	Superior Energy Services, Inc. (a)		3,411
				8,016
		Food & Staples Retailing — 1.1%
	78	Casey's General Stores, Inc. (c)		1,924
		Health Care Equipment & Supplies — 3.6%
	74	Arthrocare Corp. (a) (c)		3,104
	99	DJ Orthopedics, Inc. (a)		2,736
	15	Mentor Corp. (c)		707
				6,547
		Health Care Providers & Services — 8.8%
	75	Amedisys, Inc. (a)		3,162
	14	Brookdale Senior Living, Inc. (c)		428
	56	Covance, Inc. (a)		2,726
	128	Per-Se Technologies, Inc. (a) (c)		2,981
	39	Psychiatric Solutions, Inc. (a) (c)		2,279
	97	Symbion, Inc. (a) (c)		2,241
	71	United Surgical Partners International, Inc. (a)		2,267
				16,084
		Hotels, Restaurants & Leisure — 4.0%
	84	California Pizza Kitchen, Inc. (a) (c)		2,670
	98	Orient-Express Hotels Ltd. (Bermuda)		3,087
	58	WMS Industries, Inc. (a) (c)		1,464
				7,221
		Household Durables — 2.2%
	288	Champion Enterprises, Inc. (a) (c)		3,928

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS37

JPMorgan Dynamic Small Cap Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Insurance — 3.6%
	17	American Physicians Capital, Inc. (a)	$	799
	65	James River Group, Inc. (a)		1,292
	58	Navigators Group, Inc. (a)		2,514
	39	ProAssurance Corp. (a)		1,897
				6,502
		Internet Software & Services — 2.9%
	244	Digitas, Inc. (a)		3,060
	65	Marchex Inc., Class B (a) (c)		1,455
	47	ValueClick, Inc. (a) (c)		857
				5,372
		Machinery — 2.4%
	99	Oshkosh Truck Corp.		4,408
		Media — 2.2%
	60	Carmike Cinemas, Inc. (c)		1,519
	316	Lions Gate Entertainment Corp. (Canada) (a) (c)		2,423
				3,942
		Metals & Mining — 2.7%
	43	Allegheny Technologies, Inc.		1,551
	128	Century Aluminum Co. (a) (c)		3,347
				4,898
		Oil, Gas & Consumable Fuels — 5.4%
	112	Foundation Coal Holdings, Inc.		4,273
	56	Newfield Exploration Co. (a)		2,812
	75	Remington Oil & Gas Corp. (a)		2,752
				9,837
		Pharmaceuticals — 2.5%
	68	Adolor Corp. (a) (c)		993
	291	AVANIR Pharmaceuticals, Class A (a) (c)		1,002
	133	Cypress Bioscience, Inc. (a) (c)		771
	69	Nastech Pharmaceutical Co., Inc. (a) (c)		1,010
	37	Theravance, Inc. (a)		828
				4,604

SHARES		SECURITY DESCRIPTION	VALUE
		Road & Rail — 0.9%
	81	TAL International Group, Inc. (a) (c)	$	1,666
		Semiconductors & Semiconductor Equipment — 7.1%
	53	ATMI, Inc. (a) (c)		1,473
	170	Cirrus Logic, Inc. (a) (c)		1,136
	84	Diodes, Inc. (a) (c)		2,607
	107	Microsemi Corp. (a) (c)		2,972
	42	Portalplayer, Inc. (a) (c)		1,175
	46	Sirf Technology Holdings, Inc. (a) (c)		1,359
	52	Varian Semiconductor Equipment Associates, Inc. (a)		2,291
				13,013
		Software — 9.6%
	264	Epicor Software Corp. (a)		3,723
	114	Hyperion Solutions Corp. (a)		4,099
	75	Progress Software Corp. (a)		2,119
	91	Serena Software, Inc. (a) (c)		2,141
	37	Talx Corp.		1,684
	81	VeriFone Holdings, Inc. (a)		2,049
	86	Witness Systems, Inc. (a) (c)		1,688
				17,503
		Specialty Retail — 6.4%
	319	Charming Shoppes, Inc. (a) (c)		4,205
	36	Children's Place, Inc. (a)		1,779
	93	GameStop Corp. (c)		2,964
	3	GameStop Corp. (a) (c)		86
	95	Too, Inc. (a)		2,671
				11,705
		Textiles, Apparel & Luxury Goods — 3.2%
	24	Carter's, Inc. (a)		1,389
	75	Phillips-Van Heusen		2,424
	133	Skechers U.S.A., Inc., Class A (a) (c)		2,035
				5,848
		Transportation Infrastructure — 0.7%
	40	American Commercial Lines, Inc. (a)		1,209
		Common Stocks (Cost $154,556)		177,321

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS38

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Short-Term Investment — 2.9%
		Investment Company — 2.9%
	5,290	JPMorgan Prime Money Market Fund (b) (m) (Cost $5,290)		$5,290
PRINCIPAL AMOUNT
Investments of Cash Collateral for Securities Loaned — 23.4%
		Certificates of Deposit — 3.6%
$	1,000	Credit Suisse First Boston LLC, FRN, 4.27%, 10/17/06		1,000
	2,000	Manufacturers and Traders, FRN, 4.36%, 09/26/06		2,000
	1,800	Royal Bank of Canada, FRN, 4.30%, 11/13/06		1,800
	1,750	Wells Fargo Bank San Francisco, 4.30%, 01/27/06		1,750
				6,550
		Commercial Paper — 2.2%
	2,000	Morgan Stanley & Co., Inc., FRN, 4.33%, 04/17/06		2,000
	1,985	HSBC Finance Corp., 4.43%, 02/10/06		1,985
				3,985
		Corporate Notes — 8.1%
	1,000	Alliance and Leister plc, FRN, 4.33%, 01/30/07		1,000
	2,000	American Express Credit Corp., FRN, 4.36%, 06/12/07		2,000
	2,000	Bank of America, N.A., FRN, 4.31%, 11/07/06		2,000
	2,000	CDC Financial Products, Inc., FRN, 4.35%, 01/30/06		2,000
	2,000	Citigroup Global Markets, Inc., FRN, 4.32%, 01/06/06		2,000
	1,000	K2(USA) LLC, FRN, 4.35%, 02/15/06		1,000
	1,900	Liberty Lighthouse U.S. Capital, FRN, 4.34%, 10/24/06		1,900
	100	Links Finance LLC, FRN, 4.29%, 10/06/06		100
	1,800	Links Finance LLC, FRN, 4.37%, 10/15/07		1,800

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
		Corporate Notes — Continued
$	1,000	Sigma Finance, Inc., FRN, 4.37%, 10/24/07	$	1,000
				14,800
		Repurchase Agreements — 9.5%
	2,808	Bank of America Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $2,809, collateralized by U.S. Government Agency Mortgages.		2,808
	8,000	Lehman Brothers, Inc., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $8,003, collateralized by U.S. Government Agency Mortgages.		8,000
	6,500	UBS Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $6,502, collateralized by U.S. Government Agency Mortgages.		6,500
				17,308
		Investments of Cash Collateral for Securities Loaned (Cost $42,643)		42,643
		Investments — 123.5% (Cost $202,489)		$225,254
		Liabilities in Excess of Other Assets — (23.5)%		(42,910	)
		NET ASSETS — 100.0%	$	182,344

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS39

JPMorgan Growth Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 99.7%
		Common Stocks — 99.7%
		Aerospace & Defense — 1.4%
	8	Precision Castparts Corp.	$	404
	8	Rockwell Collins, Inc.		386
				790
		Biotechnology — 3.2%
	4	Genentech, Inc. (a)		389
	7	Invitrogen Corp. (a) (c)		476
	14	MedImmune, Inc. (a)		490
	15	Protein Design Labs, Inc. (a) (c)		412
				1,767
		Capital Markets — 3.1%
	6	Affiliated Managers Group, Inc. (a) (c)		458
	16	Ameritrade Holding Corp. (a)		384	��
	13	Federated Investors, Inc., Class B		474
	6	T. Rowe Price Group, Inc.		450
				1,766
		Commercial Banks — 3.7%
	22	Commerce Bancorp, Inc. (c)		767
	13	East-West Bancorp, Inc. (c)		460
	11	Zions Bancorp		839
				2,066
		Commercial Services & Supplies — 3.2%
	9	HNI Corp. (c)		472
	31	West Corp. (a)		1,305
				1,777
		Communications Equipment — 1.0%
	28	Corning, Inc. (a)		556
		Computers & Peripherals — 4.6%
	8	Apple Computer, Inc. (a)		597
	17	NCR Corp. (a)		565
	43	Seagate Technology (Cayman Islands) (a)		857
	130	Sun Microsystems, Inc. (a)		546
				2,565
		Construction & Engineering — 0.8%
	6	Jacobs Engineering Group, Inc. (a)		424

SHARES		SECURITY DESCRIPTION	VALUE
		Consumer Finance — 0.7%
	16	AmeriCredit Corp. (a)	$	410
		Diversified Financial Services — 3.2%
	14	CIT Group, Inc.		699
	12	IntercontinentalExchange, Inc. (a)		418
	21	Lazard Ltd. (Bermuda), Class A		676
				1,793
		Electrical Equipment — 1.7%
	9	Ametek, Inc.		395
	28	General Cable Corp. (a) (c)		550
				945
		Electronic Equipment & Instruments — 4.7%
	27	Amphenol Corp., Class A		1,208
	22	Jabil Circuit, Inc. (a)		833
	25	Lo Jack Corp. (a) (c)		603
				2,644
		Energy Equipment & Services — 5.5%
	17	ENSCO International, Inc.		763
	13	Grant Prideco, Inc. (a)		552
	7	Halliburton Co.		409
	14	Hornbeck Offshore Services, Inc. (a) (c)		464
	8	National Oilwell Varco, Inc. (a)		527
	5	Noble Corp. (Cayman Islands)		377
				3,092
		Food & Staples Retailing — 1.0%
	21	CVS Corp.		555
		Health Care Equipment & Supplies — 3.1%
	5	Bausch & Lomb, Inc.		333
	14	Baxter International, Inc.		523
	14	DJ Orthopedics, Inc. (a) (c)		386
	10	Mentor Corp. (c)		479
				1,721
		Health Care Providers & Services — 7.4%
	6	Aetna, Inc.		552
	10	Amedisys, Inc. (a)		414
	9	Caremark Rx, Inc. (a)		471

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS40

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Health Care Providers & Services — Continued
	10	Coventry Health Care, Inc. (a)	$	587
	15	DaVita, Inc. (a)		738
	9	McKesson Corp.		475
	9	Medco Health Solutions, Inc. (a)		508
	18	Per-Se Technologies, Inc. (a) (c)		427
				4,172
		Hotels, Restaurants & Leisure — 5.1%
	7	Four Seasons Hotels, Inc. (Canada) (c)		333
	6	Harrah's Entertainment, Inc.		451
	8	Panera Bread Co., Class A (a)		499
	15	Royal Caribbean Cruises Ltd. (Liberia)		694
	21	Scientific Games Corp., Class A (a)		562
	6	Wynn Resorts Ltd. (a) (c)		346
				2,885
		Household Durables — 1.6%
	41	Champion Enterprises, Inc. (a) (c)		555
	10	D.R. Horton, Inc.		357
				912
		Household Products — 0.9%
	10	Energizer Holdings, Inc. (a)		488
		Industrial Conglomerates — 1.0%
	7	3M Co.		543
		Insurance — 1.9%
	6	Everest Re Group Ltd. (Bermuda)		572
	16	HCC Insurance Holdings, Inc.		484
				1,056
		Internet Software & Services — 3.5%
	1	Google, Inc., Class A (a)		539
	29	McAfee, Inc. (a)		788
	16	ValueClick, Inc. (a) (c)		284
	17	VeriSign, Inc. (a)		373
				1,984
		IT Services — 1.4%
	22	Alliance Data Systems Corp. (a) (c)		799

SHARES		SECURITY DESCRIPTION	VALUE
		Machinery — 1.5%
	6	Harsco Corp.	$	428
	9	Oshkosh Truck Corp. (c)		415
				843
		Media — 3.0%
	17	Carmike Cinemas, Inc. (c)		429
	5	Getty Images, Inc. (a)		419
	6	R.H. Donnelley Corp. (a)		394
	11	Rogers Communications, Inc. (Canada), Class B		461
				1,703
		Oil, Gas & Consumable Fuels — 2.4%
	9	Consol Energy, Inc.		554
	5	EOG Resources, Inc.		389
	8	Talisman Energy, Inc. (Canada)		418
				1,361
		Pharmaceuticals — 4.9%
	4	Allergan, Inc.		421
	7	Barr Pharmaceuticals, Inc. (a)		449
	14	Omnicare, Inc.		772
	12	Teva Pharmaceutical Industries Ltd. (Israel) ADR (c)		525
	12	Wyeth		557
				2,724
		Road & Rail — 1.5%
	19	Norfolk Southern Corp.		856
		Semiconductors & Semiconductor Equipment — 10.6%
	9	Broadcom Corp., Class A (a)		438
	61	Cirrus Logic, Inc. (a) (c)		405
	21	Diodes, Inc. (a) (c)		651
	27	Ikanos Communications, Inc. (a) (c)		398
	31	Intel Corp.		761
	10	KLA-Tencor Corp.		506
	18	Lam Research Corp. (a)		649
	10	Marvell Technology Group Ltd. (Bermuda) (a)		561
	17	Microchip Technology, Inc.		534

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS41

JPMorgan Growth Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Semiconductors & Semiconductor Equipment — Continued
	13	Nvidia Corp. (a)	$	461
	18	Texas Instruments, Inc.		561
				5,925
		Software — 5.0%
	17	Adobe Systems, Inc.		634
	20	Computer Associates International, Inc.		560
	40	Compuware Corp. (a)		354
	8	Electronic Arts, Inc. (a)		439
	9	NAVTEQ Corp. (a)		395
	13	Salesforce.com, Inc. (a) (c)		417
				2,799
		Specialty Retail — 4.7%
	6	AnnTaylor Stores Corp. (a)		221
	21	Bed Bath & Beyond, Inc. (a)		761
	8	Best Buy Co., Inc.		335
	15	Men's Wearhouse, Inc. (a)		436
	19	Sherwin-Williams Co. (The)		874
				2,627
		Textiles, Apparel & Luxury Goods — 1.5%
	15	Polo Ralph Lauren Corp.		845
		Wireless Telecommunication Services — 0.9%
	12	NII Holdings, Inc. (a)		520
		Total Common Stocks (Cost $47,336)		55,913
Short-Term Investment — 0.7%
		Investment Company — 0.7%
	409	JPMorgan Prime Money Market Fund (b) (m) (Cost $409)		409

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Investments of Cash Collateral for Securities Loaned — 16.2%
		Certificates of Cash Deposit — 1.8%
$	300	Credit Suisse First Boston LLC, FRN, 4.27%, 10/17/06	$	300
	300	Royal Bank of Canada, FRN, 4.30. 11/13/06		300
	400	Wells Fargo Bank San Francisco, 4.30%, 1/27/06		400
				1,000
		Commercial Paper — 0.5%
	300	Morgan Stanley & Co., Inc., FRN, 4.33%, 4/17/06		300
		Corporate Notes — 4.0%
	300	Alliance and Leister plc, FRN, 4.33%, 01/30/07		300
	400	American Express Credit Corp., FRN, 4.36%, 06/12/07		400
	300	Banc of America Securities LLC, FRN, 4.31%, 11/07/06		300
	380	CDC Financial Products, Inc., FRN, 4.35%, 01/30/06		380
	59	Citigroup Global Markets, Inc., FRN, 4.32%, 01/06/06		59
	200	K2(USA) LLC, FRN, 4.35%, 02/15/06		200
	251	Links Finance LLC, FRN, 4.29%, 10/06/06		251
	350	Sigma Finance, Inc., FRN, 4.37%, 10/24/07		350
				2,240
		Repurchase Agreements — 9.9%
	322	Bank of America Securities LLC, 4.26%, date 12/30/05, due 01/03/06, repurchase price $322, collateralized by U.S. Government Agency Mortgages.		322
	1,700	Lehman Brothers, Inc., 4.26%, date 12/30/05, due 01/03/06, repurchase price $1,701, collateralized by U.S. Government Agency Mortgages.		1,700
	1,750	Morgan Stanley & Co., Inc., 4.27%, date 12/30/05, due 01/03/06, repurchase price $1,751, collateralized by U.S. Government Agency Mortgages.		1,750

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS42

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Investments of Cash Collateral for Securities Loaned — continued
		Repurchase Agreements — Continued
$	1,750	UBS Securities LLC, 4.26%, date 12/30/05, due 01/03/06, repurchase price $1,751, collateralized by U.S. Government Agency Mortgages.	$	1,750
				5,522
		Total Investments of Cash Collateral for Securities Loaned (Cost $9,062)		9,062
		Total Investments — 116.6% (Cost $56,807)		$65,384
		Liabilities in Excess of Other Assets — (16.6)%		(9,288	)
		NET ASSETS — 100.0%	$	56,096

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS43

JPMorgan Micro Cap Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 98.3%
		Common Stocks — 98.3%
		Aerospace & Defense — 1.6%
	2	Esterline Technologies Corp. (a)	$	85
		Biotechnology — 2.7%
	6	Illumina, Inc. (a)		89
	3	Myriad Genetics, Inc. (a)		52
				141
		Building Products — 1.7%
	4	Interline Brands, Inc. (a)		89
		Commercial Banks — 7.0%
	2	Alabama National Bancorp		104
	3	Preferred Bank		111
	4	Security Bank Corp.		86
	2	State National Bancshares, Inc., Class B (a)		59
				360
		Commercial Services & Supplies — 14.1%
	10	Collectors Universe (a)		154
	7	Cornell Cos., Inc. (a)		92
	1	CoStar Group, Inc. (a)		46
	6	FirstService Corp. (Canada) (a)		156
	15	Franklin Covey Co. (a)		93
	5	Hudson Highland Group, Inc. (a)		87
	12	SM&A Corp. (a)		101
				729
		Distributors — 2.0%
	7	Rush Enterprises, Inc., Class A (a)		103
		Electrical Equipment — 1.5%
	4	Fargo Electronics, Inc. (a)		75
		Electronic Equipment & Instruments — 4.4%
	5	Lo Jack Corp. (a)		129
	2	Scansource, Inc. (a)		99
				228
		Energy Equipment & Services — 2.3%
	2	Lufkin Industries, Inc.		118

SHARES		SECURITY DESCRIPTION	VALUE
		Health Care Equipment & Supplies — 2.4%
	2	Neurometrix, Inc. (a)	$	45
	5	NMT Medical, Inc. (a)		77
				122
		Health Care Providers & Services — 8.2%
	7	Alderwoods Group, Inc. (a)		110
	7	American Dental Partners, Inc. (a)		125
	14	Five Star Quality Care, Inc. (a)		110
	4	Horizon Health Corp. (a)		80
				425
		Hotels, Restaurants & Leisure — 4.4%
	3	Ambassadors Group, Inc.		59
	2	Benihana, Inc., Class A (a)		42
	5	Friendly Ice Cream Corp. (a)		44
	17	Youbet.com, Inc. (a)		81
				226
		Household Durables — 3.9%
	13	Interface, Inc., Class A (a)		111
	10	Modtech Holdings, Inc. (a)		91
				202
		Industrial Conglomerates — 1.6%
	2	Freightcar America, Inc.		80
		Insurance — 4.5%
	2	American Physicians Capital, Inc. (a)		82
	3	James River Group, Inc (a)		53
	2	ProAssurance Corp. (a)		97
				232
		Internet & Catalog Retail — 5.5%
	8	Audible, Inc. (a)		106
	13	Celebrate Express, Inc. (a)		176
				282
		Internet Software & Services — 9.3%
	4	Bankrate, Inc. (a)		129
	6	Digitas, Inc. (a)		81
	2	Equinix, Inc. (a)		69
	7	iVillage, Inc. (a)		54

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS44

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Internet Software & Services — Continued
	8	PlanetOut, Inc. (a)	$	73
	7	Vocus, Inc. (a)		73
				479
		IT Services — 1.0%
	3	Dynamics Research Corp. (a)		52
		Media — 1.0%
	5	Knot, Inc. (The) (a)		52
		Oil, Gas & Consumable Fuels — 4.6%
	3	Bronco Drilling Co., Inc. (a)		75
	2	Edge Petroleum Corp. (a)		55
	3	Whiting Petroleum Corp. (a)		106
				236
		Road & Rail — 1.9%
	6	Marten Transport Ltd. (a)		100
		Semiconductors & Semiconductor Equipment — 3.2%
	10	PDF Solutions, Inc. (a)		163
		Software — 8.6%
	8	Concur Technologies, Inc. (a)		101
	12	Magma Design Automation, Inc. (a)		101
	57	Manugistics Group, Inc. (a)		100
	3	Onyx Software Corp. (a)		12
	11	Unica Corp.		127
				441
		Trading Companies & Distributors — 0.9%
	2	Nuco2, Inc. (a)		48
		Total Common Stocks (Cost $4,942)		5,068

SHARES		SECURITY DESCRIPTION	VALUE
Short-Term Investment — 1.9%
		Investment Company — 1.9%
	99	JPMorgan Prime Money
		Market Fund (b) (m)	$	99
		(Cost $99)
		Total Investments — 100.2% (Cost $5,041)		$5,167
		Liabilities in Excess of Other Assets — (0.2)%		(9	)
		NET ASSETS — 100.0%	$	5,158

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS45

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 98.3%
		Common Stocks — 98.3%
		Aerospace & Defense — 0.7%
	20	Precision Castparts Corp.	$	1,026
	21	Rockwell Collins, Inc.		969
				1,995
		Airlines — 0.5%
	77	Southwest Airlines Co.		1,264
		Auto Components — 0.1%
	4	BorgWarner, Inc.		249
		Beverages — 0.6%
	13	Brown-Forman Corp., Class B		906
	24	Constellation Brands, Inc., Class A (a)		640
				1,546
		Biotechnology — 1.3%
	17	Invitrogen Corp. (a) (c)		1,146
	35	MedImmune, Inc. (a)		1,219
	35	Protein Design Labs, Inc. (a) (c)		1,003
				3,368
		Building Products — 0.5%
	34	American Standard Cos., Inc.		1,346
		Capital Markets — 2.8%
	14	Affiliated Managers Group, Inc. (a) (c)		1,140
	40	Ameritrade Holding Corp. (a)		956
	52	E*Trade Financial Corp. (a)		1,076
	33	Federated Investors, Inc., Class B		1,215
	19	Northern Trust Corp.		1,000
	30	T. Rowe Price Group, Inc.		2,143
				7,530
		Chemicals — 2.7%
	45	Albemarle Corp.		1,707
	26	Ashland, Inc.		1,476
	27	PPG Industries, Inc.		1,557
	64	Rockwood Holdings, Inc. (a) (c)		1,257
	20	Sigma-Aldrich Corp.		1,253
				7,250

SHARES		SECURITY DESCRIPTION	VALUE
		Commercial Banks — 5.4%
	55	Commerce Bancorp, Inc.(c)	$	1,889
	23	Cullen/Frost Bankers, Inc.		1,251
	32	East-West Bancorp, Inc.(c)		1,157
	24	M&T Bank Corp.		2,661
	84	North Fork Bancorp, Inc.		2,305
	46	TCF Financial Corp.		1,240
	32	Wilmington Trust Corp.		1,253
	37	Zions Bancorp		2,807
				14,563
		Commercial Services & Supplies — 2.5%
	22	HNI corp. (c)		1,192
	31	Pitney Bowes, Inc.		1,310
	32	Republic Services, Inc.		1,190
	73	West Corp. (a)		3,081
				6,773
		Communications Equipment — 0.1%
	7	Adtran, Inc.		199
		Computers & Peripherals — 2.4%
	72	NCR Corp. (a)		2,452
	40	Network Appliance, Inc. (a)		1,068
	102	Seagate Technology (Cayman Islands) (a)		2,035
	236	Sun Microsystems, Inc. (a)		987
				6,542
		Construction & Engineering — 0.4%
	15	Jacobs Engineering Group, Inc. (a)		1,035
		Construction Materials — 0.6%
	25	Vulcan Materials Co.		1,667
		Consumer Finance — 0.4%
	40	AmeriCredit Corp. (a)		1,023
		Containers & Packaging — 0.5%
	36	Ball Corp.		1,410
		Distributors — 0.4%
	26	Genuine Parts Co.		1,159

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS46

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Diversified Financial Services — 1.5%
	33	CIT Group, Inc.	$	1,704
	53	Lazard Ltd. (Bermuda), Class A		1,679
	13	Principal Financial Group		607
				3,990
		Diversified Telecommunication Services — 1.7%
	32	Alltel Corp.		2,045
	74	CenturyTel, Inc.		2,437
				4,482
		Electric Utilities — 2.7%
	34	American Electric Power Co., Inc.		1,269
	46	DPL, Inc.		1,207
	15	FirstEnergy Corp.		715
	29	PG&E Corp.		1,091
	54	PPL Corp.		1,582
	58	Westar Energy, Inc.		1,251
				7,115
		Electrical Equipment — 1.4%
	54	Ametek, Inc.		2,306
	20	Cooper Industries Ltd. (Bermuda), Class A		1,489
				3,795
		Electronic Equipment & Instruments — 2.5%
	89	Amphenol Corp., Class A		3,926
	37	Flir Systems, Inc. (a) (c)		820
	56	Jabil Circuit, Inc. (a)		2,088
				6,834
		Energy Equipment & Services — 3.1%
	37	BJ Services Co.		1,364
	41	ENSCO International, Inc.		1,801
	36	Grant Prideco, Inc. (a)		1,608
	21	National Oilwell Varco, Inc. (a)		1,317
	18	Noble Corp. (Cayman Islands)		1,238
	20	Tidewater, Inc.(c)		907
				8,235
		Food Products — 1.0%
	31	Dean Foods Co. (a)		1,183
	80	Del Monte Foods Co. (a)		834

SHARES		SECURITY DESCRIPTION	VALUE
		Food Products — Continued
	16	Hormel Foods Corp.	$	533
				2,550
		Gas Utilities — 0.9%
	39	AGL Resources, Inc.		1,340
	47	UGI Corp.		968
				2,308
		Health Care Equipment & Supplies — 0.8%
	12	Bausch & Lomb, Inc.		815
	26	Mentor corp. (c)		1,198
	3	Millipore Corp. (a)		224
				2,237
		Health Care Providers & Services — 5.2%
	14	Aetna, Inc.		1,302
	23	Caremark Rx, Inc. (a)		1,178
	72	Coventry Health Care, Inc. (a)		4,114
	36	DaVita, Inc. (a)		1,834
	7	Henry Schein, Inc. (a)		314
	28	LifePoint Hospitals, Inc. (a)		1,037
	29	Manor Care, Inc.		1,157
	23	McKesson Corp.		1,192
	17	Medco Health Solutions, Inc. (a)		924
	20	Quest Diagnostics, Inc.		1,045
				14,097
		Hotels, Restaurants & Leisure — 5.2%
	59	Applebees International, Inc.		1,331
	17	Four Seasons Hotels, Inc. (Canada) (c)		841
	16	Harrah's Entertainment, Inc.		1,109
	80	Hilton Hotels Corp.		1,919
	41	Outback Steakhouse, Inc.		1,698
	19	Panera Bread Co., Class A (a)		1,254
	38	Royal Caribbean Cruises Ltd. (Liberia) (c)		1,703
	52	Scientific Games Corp., Class A (a)		1,410
	33	Sonic Corp. (a) (c)		971
	14	Station Casinos, Inc.		925
	16	Wynn Resorts Ltd. (a) (c)		867
				14,028

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS47

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Household Durables — 1.1%
	25	D.R. Horton, Inc.	$	897
	16	Fortune Brands, Inc.		1,264
	20	Toll Brothers, Inc. (a)		696
				2,857
		Household Products — 1.1%
	31	Clorox Co.		1,746
	24	Energizer Holdings, Inc. (a)		1,215
				2,961
		Industrial Conglomerates — 0.6%
	22	Carlisle Cos., Inc.		1,535
		Insurance — 4.7%
	73	Assurant, Inc.		3,153
	30	Cincinnati Financial Corp.		1,320
	14	Everest Re Group Ltd. (Bermuda)		1,375
	34	Genworth Financial, Inc., Class A		1,183
	40	HCC Insurance Holdings, Inc.		1,199
	35	IPC Holdings Ltd. (Bermuda)		961
	80	Old Republic International Corp.		2,110
	25	Safeco Corp.		1,418
				12,719
		Internet Software & Services — 1.3%
	70	McAfee, Inc. (a)		1,905
	39	ValueClick, Inc. (a) (c)		701
	43	VeriSign, Inc. (a)		941
				3,547
		IT Services — 1.2%
	20	Affiliated Computer Services, Inc., Class A (a)		1,190
	54	Alliance Data Systems Corp. (a) (c)		1,938
				3,128
		Machinery — 1.9%
	33	Crane Co.		1,157
	30	Harsco Corp.		2,002
	10	ITT Industries, Inc.		1,033
	23	Oshkosh Truck corp. (c)		1,034
				5,226

SHARES		SECURITY DESCRIPTION	VALUE
		Media — 4.4%
	37	Cablevision Systems New York Group, Class A (a)	$	873
	41	Clear Channel Outdoor Holdings, Inc., Class A (a)		830
	44	Dex Media, Inc.		1,184
	20	Gannett Co., Inc.		1,223
	12	Getty Images, Inc. (a)		1,062
	35	Interactive Data Corp. (a)		786
	15	Knight Ridder, Inc.		943
	16	R.H. Donnelley Corp. (a)		998
	65	Regal Entertainment Group, Class A (c)		1,231
	26	Rogers Communications, Inc. (Canada), Class B		1,095
	1	Washington Post Co. (The), Class B		918
	25	XM Satellite Radio Holdings, Inc., Class A (a) (c)		685
				11,828
		Multi-Utilities — 1.3%
	32	Energen Corp.		1,177
	42	Energy East Corp.		953
	33	SCANA Corp.		1,280
				3,410
		Multiline Retail — 1.1%
	43	Family Dollar Stores, Inc.		1,059
	19	Federated Department Stores, Inc.		1,234
	32	Tuesday Morning Corp.		669
				2,962
		Oil, Gas & Consumable Fuels — 5.9%
	33	Burlington Resources, Inc.		2,802
	25	Consol Energy, Inc.		1,639
	40	Devon Energy Corp.		2,527
	13	EOG Resources, Inc.		932
	25	Kinder Morgan, Inc.		2,290
	15	Marathon Oil Corp.		944
	21	Newfield Exploration Co. (a)		1,044
	16	Pioneer Natural Resources Co.		825
	36	Range Resources Corp. (c)		956
	26	Southwestern Energy Co. (a)		934
	20	Talisman Energy, Inc. (Canada)		1,068
				15,961

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS48

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Paper & Forest Products — 0.4%
	42	MeadWestvaco Corp.	$	1,169
		Personal Products — 0.4%
	35	Estee Lauder Cos., Inc. (The), Class A		1,165
		Pharmaceuticals — 2.0%
	7	Allergan, Inc.		713
	18	Barr Pharmaceuticals, Inc. (a)		1,115
	51	Omnicare, Inc.		2,912
	12	Sepracor, Inc. (a)		611
				5,351
		Real Estate — 2.0%
	45	Brookfield Properties Co. (Canada)		1,315
	22	Forest City Enterprises, Inc., Class A		838
	18	iStar Financial, Inc. REIT		653
	25	Rayonier, Inc. REIT		993
	18	Vornado Realty Trust REIT		1,519
				5,318
		Road & Rail — 1.7%
	88	J.B. Hunt Transport Services, Inc.		2,001
	57	Norfolk Southern Corp.		2,560
				4,561
		Semiconductors & Semiconductor Equipment — 3.5%
	23	Broadcom Corp., Class A (a)		1,096
	26	KLA-Tencor Corp.		1,258
	45	Lam Research Corp. (a)		1,613
	28	Linear Technology Corp.		996
	23	Marvell Technology Group Ltd. (Bermuda) (a)		1,301
	60	Microchip Technology, Inc.		1,943
	31	Nvidia Corp. (a)		1,148
				9,355
		Software — 3.2%
	43	Adobe Systems, Inc.		1,604
	53	Citrix Systems, Inc. (a)		1,512
	93	Computer Associates International, Inc.		2,615
	100	Compuware Corp. (a)		893

SHARES		SECURITY DESCRIPTION	VALUE
		Software — Continued
	21	NAVTEQ Corp. (a)	$	935
	32	Salesforce.com, Inc. (a) (c)		1,032
				8,591
		Specialty Retail — 7.0%
	16	AnnTaylor Stores Corp. (a)		542
	53	Autonation, Inc. (a)		1,152
	26	AutoZone, Inc. (a)		2,422
	50	Bed Bath & Beyond, Inc. (a)		1,817
	77	Circuit City Stores, Inc.		1,744
	64	Limited Brands, Inc.		1,430
	36	Men's Wearhouse, Inc. (a)		1,066
	65	Ross Stores, Inc.		1,884
	75	Sherwin-Williams Co. (The)		3,388
	22	Tiffany & Co.		823
	58	TJX Cos., Inc.		1,338
	23	Weight Watchers International, Inc. (a) (c)		1,120
				18,726
		Textiles, Apparel & Luxury Goods — 2.5%
	31	Columbia Sportswear Co. (a)		1,456
	37	Polo Ralph Lauren Corp.		2,071
	59	V.F. Corp.		3,282
				6,809
		Thrifts & Mortgage Finance — 1.8%
	33	Golden West Financial Corp.		2,205
	24	MGIC Investment Corp.		1,586
	24	Webster Financial Corp.		1,116
				4,907
		Trading Companies & Distributors — 0.4%
	27	Hughes Supply, Inc.		954
		Wireless Telecommunication Services — 0.9%
	30	NII Holdings, Inc. (a)		1,306
	31	Telephone & Data Systems, Inc.		1,083
				2,389
		Total Common Stocks (Cost $213,957)		264,019

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS49

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Short-Term Investment — 1.8%
		Investment Company — 1.8%
	4,875	JPMorgan Prime Money
		Market Fund (b) (m)	$	4,875
		(Cost $4,875)
PRINCIPAL AMOUNT
Investments of Cash Collateral for Securities Loaned — 6.8%
		Certificates of Deposit — 1.5%
$	900	Credit Suisse First Boston LLC, FRN, 4.27%, 10/17/06		900
	1,000	Manufacturers and Traders, FRN, 4.36%, 09/26/06		1,000
	1,000	Royal Bank of Canada, FRN, 4.30%, 11/13/06		1,000
	1,000	Wells Fargo Bank San Francisco, 4.30%, 01/27/06		1,000
				3,900
		Commercial Paper — 0.3%
	900	Morgan Stanley & Co., Inc., FRN, 4.33%, 04/17/06		900
		Corporate Notes — 3.2%
	1,000	Alliance and Leister plc, FRN, 4.33%, 01/30/07		1,000
	1,000	American Express Credit Corp., FRN, 4.36%, 06/12/07		1,000
	1,000	Banc of America Securities LLC, FRN, 4.31%, 11/07/06		1,000
	900	CDC Financial Products, Inc., FRN, 4.35%, 01/30/06		900
	900	Citigroup Global Markets, Inc., FRN, 4.32%, 01/06/06		900
	1,000	K2(USA) LLC, FRN, 4.35, 02/15/06		1,000
	900	Liberty Lighthouse U.S. Capital, FRN, 4.34%, 10/24/06		900
	903	Links Finance LLC, FRN, 4.29%, 10/06/06		902
	900	Sigma Finance, Inc., FRN, 4.37%, 10/24/07		900
				8,502

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
		Repurchase Agreements — 1.8%
$	1,418	Bank of America Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $1,419, collateralized by U.S. Government Agency Mortgages.	$	1,418
	3,500	UBS Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $3,501, collateralized by U.S. Government Agency Mortgages.		3,500
				4,918
		Total Investments of Cash Collateral for Securities Loaned (Cost $18,220)		18,220
		Total Investments — 106.9% (Cost $237,052)		$287,114
		Liabilities in Excess of Other Assets — (6.9)%		(18,532	)
		NET ASSETS — 100.0%	$	268,582

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS50

JPMorgan Mid Cap Value Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 96.3%
		Common Stocks — 96.3%
		Auto Components — 0.2%
	216	BorgWarner, Inc. (c)	$	13,066
		Beverages — 1.1%
	672	Brown-Forman Corp., Class B		46,592
	1,254	Constellation Brands, Inc., Class A (a)		32,893
				79,485
		Building Products — 0.9%
	1,653	American Standard Cos., Inc. (c)		66,021
		Capital Markets — 2.2%
	2,405	E*Trade Financial Corp. (a)		50,175
	995	Northern Trust Corp.		51,551
	723	T. Rowe Price Group, Inc. (c)		52,070
				153,796
		Chemicals — 4.3%
	2,288	Albemarle Corp. (c)		87,737
	1,308	Ashland, Inc.		75,716
	1,322	PPG Industries, Inc.		76,567
	1,020	Sigma-Aldrich Corp. (c)		64,562
				304,582
		Commercial Banks — 6.9%
	1,221	Cullen/Frost Bankers, Inc.		65,543
	1,251	M&T Bank Corp.		136,422
	4,335	North Fork Bancorp, Inc.		118,610
	2,343	TCF Financial Corp.		63,594
	1,555	Wilmington Trust Corp.		60,513
	523	Zions Bancorp		39,518
				484,200
		Commercial Services & Supplies — 1.9%
	1,627	Pitney Bowes, Inc.		68,733
	1,635	Republic Services, Inc.		61,394
				130,127
		Computers & Peripherals — 0.8%
	1,571	NCR Corp. (a)		53,303

SHARES		SECURITY DESCRIPTION	VALUE
		Construction Materials — 1.2%
	1,268	Vulcan Materials Co. (c)	$	85,880
		Containers & Packaging — 1.0%
	1,839	Ball Corp. (c)		73,049	��
		Distributors — 0.7%
	1,178	Genuine Parts Co.		51,751
		Diversified Financial Services — 0.4%
	654	Principal Financial Group (c)		31,033
		Diversified Telecommunication Services — 3.3%
	1,673	Alltel Corp.		105,560
	3,763	CenturyTel, Inc. (c)		124,774
				230,334
		Electric Utilities — 5.2%
	1,801	American Electric Power Co., Inc. (c)		66,803
	2,445	DPL, Inc.		63,602
	753	FirstEnergy Corp.		36,904
	1,463	PG&E Corp.		54,288
	2,757	PPL Corp.		81,041
	3,020	Westar Energy, Inc.		64,922
				367,560
		Electrical Equipment — 2.1%
	1,656	Ametek, Inc.		70,442
	1,055	Cooper Industries Ltd. (Bermuda), Class A		77,000
				147,442
		Electronic Equipment & Instruments — 0.7%
	1,064	Amphenol Corp., Class A		47,075
		Food Products — 1.9%
	1,621	Dean Foods Co. (a)		61,043
	4,235	Del Monte Foods Co. (a)		44,174
	821	Hormel Foods Corp.		26,824
				132,041

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS51

JPMorgan Mid Cap Value Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Gas Utilities — 1.7%
	1,971	AGL Resources, Inc. (c)	$	68,593
	2,473	UGI Corp.		50,946
				119,539
		Health Care Providers & Services — 3.8%
	2,377	Coventry Health Care, Inc. (a) (c)		135,397
	372	Henry Schein, Inc. (a)		16,221
	1,518	Manor Care, Inc. (c)		60,371
	1,071	Quest Diagnostics, Inc.		55,145
				267,134
		Hotels, Restaurants & Leisure — 3.5%
	2,862	Applebee's International, Inc. (c)		64,662
	4,001	Hilton Hotels Corp.		96,457
	2,043	Outback Steakhouse, Inc. (c)		84,988
				246,107
		Household Durables — 0.9%
	830	Fortune Brands, Inc.		64,764
		Household Products — 1.3%
	1,581	Clorox Co.		89,966
		Industrial Conglomerates — 1.1%
	1,136	Carlisle Cos., Inc.		78,561
		Insurance — 7.5%
	3,732	Assurant, Inc. (c)		162,300
	1,525	Cincinnati Financial Corp.		68,118
	1,764	Genworth Financial, Inc., Class A		61,010
	1,806	IPC Holdings Ltd. (Bermuda) (c)		49,451
	4,121	Old Republic International Corp.		108,228
	1,305	Safeco Corp.		73,744
				522,851
		IT Services — 0.9%
	1,052	Affiliated Computer Services, Inc., Class A (a) (c)		62,275

SHARES		SECURITY DESCRIPTION	VALUE
		Machinery — 1.5%
	1,684	Crane Co.	$	59,409
	695	Harsco Corp.		46,926
				106,335
		Media — 5.0%
	1,879	Cablevision Systems New York Group, Class A (a)		44,102
	2,431	Clear Channel Outdoor Holdings, Inc. (a)		48,749
	2,239	Dex Media, Inc.		60,652
	1,036	Gannett Co., Inc.		62,763
	1,631	Interactive Data Corp. (a)		37,033
	766	Knight Ridder, Inc. (c)		48,488
	61	Washington Post Co. (The), Class B (c)		46,665
				348,452
		Multi-Utilities — 2.5%
	1,660	Energen Corp.		60,298
	2,193	Energy East Corp. (c)		49,996
	1,694	SCANA Corp.		66,714
				177,008
		Multiline Retail — 2.1%
	2,148	Family Dollar Stores, Inc. (c)		53,244
	894	Federated Department Stores, Inc.		59,276
	1,543	Tuesday Morning Corp. (c)		32,278
				144,798
		Oil, Gas & Consumable Fuels — 6.8%
	1,633	Burlington Resources, Inc. (c)		140,773
	2,066	Devon Energy Corp. (c)		129,227
	1,282	Kinder Morgan, Inc. (c)		117,852
	794	Marathon Oil Corp.		48,411
	830	Pioneer Natural Resources Co.		42,564
				478,827
		Paper & Forest Products — 0.9%
	2,165	MeadWestvaco Corp. (c)		60,682

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS52

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Personal Products — 0.8%
	1,780	Estee Lauder Cos., Inc. (The), Class A (c)	$	59,598
		Pharmaceuticals — 0.8%
	935	Omnicare, Inc. (c)		53,512
		Real Estate — 3.9%
	2,306	Brookfield Properties Co. (Canada)		67,837
	1,134	Forest City Enterprises, Inc., Class A (c)		43,024
	942	iStar Financial, Inc. REIT (c)		33,593
	1,275	Rayonier, Inc. REIT (c)		50,815
	917	Vornado Realty Trust REIT (c)		76,517
				271,786
		Road & Rail — 0.6%
	869	Norfolk Southern Corp.		38,971
		Software — 1.1%
	2,699	Computer Associates International, Inc. (c)		76,076
		Specialty Retail — 6.2%
	2,733	Autonation, Inc. (a) (c)		59,388
	1,352	AutoZone, Inc. (a) (c)		124,018
	3,300	Limited Brands, Inc. (c)		73,751
	1,485	Sherwin-Williams Co. (The)		67,458
	1,102	Tiffany & Co. (c)		42,188
	2,969	TJX Cos., Inc.		68,958
				435,761
		Textiles, Apparel & Luxury Goods — 3.5%
	1,564	Columbia Sportswear Co. (a) (c)		74,659
	3,085	V.F. Corp.		170,730
				245,389
		Thrifts & Mortgage Finance — 3.6%
	1,720	Golden West Financial Corp. (c)		113,546
	1,234	MGIC Investment Corp. (c)		81,215
	1,226	Webster Financial Corp.		57,481
				252,242

SHARES		SECURITY DESCRIPTION	VALUE
		Trading Companies & Distributors — 0.7%
	1,359	Hughes Supply, Inc. (c)	$	48,712
		Wireless Telecommunication Services — 0.8%
	1,662	Telephone & Data Systems, Inc.		57,529
		Total Common Stocks (Cost $6,020,664)		6,757,620
Short-Term Investment — 6.2%
		Investment Company — 6.2%
	434,249	JPMorgan Prime Money Market Fund (b) (m) (Cost $434,249)		434,249
PRINCIPAL AMOUNT
Investments of Cash Collateral for Securities Loaned — 5.9%
		Certificates of Cash Deposits — 1.5%
$	22,987	Bank of Nova Scotia, FRN, 4.35%, 05/21/07		22,987
	15,000	Credit Suisse First Boston LLC, FRN, 4.27%, 10/17/06		15,000
	7,000	Credit Suisse First Boston LLC, FRN, 4.31%, 02/01/06		7,000
	18,001	Deutsche Bank N.Y., FRN, 4.38%, 02/24/06		18,002
	12,498	Manufacturers and Traders, FRN, 4.36%, 09/26/06		12,498
	10,000	Royal Bank of Canada, FRN, 4.30%, 11/13/06		10,000
	6,000	Wells Fargo Bank San Francisco, 4.30%, 01/27/06		6,000
	19,000	Wells Fargo Bank San Francisco, FRN, 4.30%, 12/01/06		19,000
				110,487
		Commercial Paper — 1.6%
	24,822	ASAP Funding Limited, 4.38%, 02/03/06		24,822
	12,455	Bavaria TRR Corp., 4.34%, 01/06/06		12,455
	24,815	Corporate Receivables Corp., 4.40%, 02/15/06		24,815

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS53

JPMorgan Mid Cap Value Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Short-Term Investment — continued
		Commercial Paper — Continued
$	29,777	HSBC Finance Corp., 4.35%, 02/01/06	$	29,777
	17,000	Morgan Stanley & Co., Inc., FRN, 4.33%, 04/17/06		17,000
				108,869
		Corporate Notes — 2.4%
	1,000	Alliance and Leister plc, FRN, 4.33%, 01/30/07		1,000
	20,000	Bank of America N.A., FRN, 4.31%, 11/07/06		20,000
	10,000	CDC Financial Products, Inc., FRN, 4.35%, 01/30/06		10,000
	23,000	Citigroup Global Markets, Inc., FRN, 4.32%, 01/06/06		23,000
	6,500	Countrywide Financial Corp., FRN, 4.58%, 06/20/06		6,500
	25,000	Dorada Finance, Inc., FRN, 4.38%, 11/15/07		25,000
	1,502	General Electric Capital Corp., FRN, 4.30%, 05/12/06		1,502
	15,009	General Electric Capital Corp., FRN, 4.29%, 12/08/06		15,008
	10,000	Goldman Sachs Group, Inc., FRN, 4.41%, 12/28/07		10,000
	12,500	K2(USA) LLC, FRN, 4.33%, 03/22/06		12,500
	5,000	Landsbanki Islands HF, FRN, 4.45%, 01/30/07		5,000
	14,497	Liberty Lighthouse U.S. Capital, FRN, 4.34%, 10/24/06		14,497
	1,003	Links Finance LLC, FRN, 4.29%, 10/06/06		1,003
	14,997	Links Finance LLC, FRN, 4.37%, 10/15/07		14,997
	10,075	Pricoa Global Funding I, FRN, 4.23%, 10/05/06		10,075
	1,000	Sigma Finance, Inc., FRN, 4.37%, 10/24/07		1,000
				171,082

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
		Repurchase Agreements — 0.4%
$	27,255	Bank of America Securities LLC, 4.26%, dated 12/30/06, due 01/03/06, repurchase price $27,265, collateralized by U.S. Government Agency Mortgages.	$	27,255
		Total Investments of Cash Collateral for Securities Loaned (Cost $417,693)		417,693
		Total Investments — 108.4% (Cost $6,872,606)	$	7,609,562
		Liabilities in Excess of Other Assets — (8.4)%		(592,759	)
		NET ASSETS — 100.0%	$	7,016,803

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS54

JPMorgan Small Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES			SECURITY DESCRIPTION	VALUE
Long-Term Investments — 97.2%
			Common Stocks — 97.2%
			Aerospace & Defense — 2.3%
	19		AAR Corp. (a) (m)	$	465
	28		Armor Holdings, Inc. (a) (c)		1,173
	76		Aviall, Inc. (a) (c)		2,197
	52		BE Aerospace, Inc. (a) (c)		1,142
	9		Ceradyne, Inc. (a) (c)		407
	11		Curtiss-Wright Corp. (c)		579
	81		Esterline Technologies Corp. (a)		3,020
	34		Heico Corp. (c)		877
	21		Hexcel Corp. (a) (c)		375
	43		Kaman Corp., Class A		849
	225		Moog, Inc., Class A (a)		6,373
	26		Orbital Sciences Corp. (a) (c)		339
	12		Triumph Group, Inc. (a)		436
	10		United Industrial Corp. (c)		426
					18,658
			Air Freight & Logistics — 0.1%
	28		Hub Group, Inc., Class A (a)		976
			Airlines — 1.5%
	76		Alaska Air Group, Inc. (a)		2,722
	180		Continental Airlines, Inc., Class B (a) (c)		3,830
	175		ExpressJet Holdings, Inc. (a)		1,419
	101		Mesa Air Group, Inc. (a) (c)		1,056
	91		Pinnacle Airlines Corp. (a) (c)		608
	88		Skywest, Inc.		2,369
	—	(h)	US Airways Group, Inc. (a) (c)		—	(h)
					12,004
			Auto Components — 0.5%
	28		American Axle & Manufacturing Holdings, Inc. (c)		513
	51		ArvinMeritor, Inc. (c)		731
	14		Sauer-Danfoss, Inc.		260
	122		Tenneco Automotive, Inc. (a)		2,396
					3,900
			Automobiles — 0.5%
	59		Fleetwood Enterprises, Inc. (a) (c)		731
	73		Thor Industries, Inc. (c)		2,933
	12		Winnebago Industries, Inc. (c)		400
					4,064

SHARES		SECURITY DESCRIPTION	VALUE
		Biotechnology — 3.3%
	32	Abgenix, Inc. (a)	$	678
	88	Alexion Pharmaceuticals, Inc. (a) (c)		1,784
	60	Alkermes, Inc. (a) (c)		1,145
	46	Amylin Pharmaceuticals, Inc. (a)		1,840
	35	Applera Corp. — Celera Genomics Group (a)		384
	42	Cell Genesys, Inc. (a)		251
	83	Cubist Pharmaceuticals, Inc. (a) (c)		1,753
	22	CV Therapeutics, Inc. (a) (c)		554
	24	Diversa Corp. (a) (c)		115
	108	Encysive Pharmaceuticals, Inc. (a)		853
	12	Exelixis, Inc. (a) (c)		116
	64	Genelabs Technologies (c)		119
	43	GTx, Inc. (a) (c)		322
	24	ICOS Corp. (a) (c)		671
	72	Incyte Corp. (a) (c)		383
	66	InterMune, Inc. (a) (c)		1,107
	64	Lifecell Corp. (a) (c)		1,226
	31	Martek Biosciences Corp. (a) (c)		753
	78	Medarex, Inc. (a)		1,075
	70	Myogen, Inc. (a)		2,102
	70	Myriad Genetics, Inc. (a) (c)		1,456
	61	Nektar Therapeutics (a)		1,004
	40	Panacos Pharmaceuticals, Inc. (a)		276
	61	Renovis, Inc. (a) (c)		929
	55	Seattle Genetics, Inc. (a) (c)		259
	45	Telik, Inc. (a) (c)		768
	29	United Therapeutics Corp. (a) (c)		2,004
	66	Vertex Pharmaceuticals, Inc. (a) (c)		1,823
	46	Viropharma, Inc. (a)		848
				26,598
		Building Products — 1.9%
	31	ElkCorp (c)		1,050
	18	Griffon Corp. (a) (c)		436
	107	Jacuzzi Brands, Inc. (a) (c)		897
	144	Lennox International, Inc. (c)		4,055
	48	NCI Building Systems, Inc. (a) (c)		2,022
	123	Universal Forest Products, Inc. (c)		6,790
				15,250

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS55

JPMorgan Small Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Capital Markets — 0.4%
	112	Knight Capital Group, Inc. Class A (a)	$	1,106
	23	National Financial Partners Corp.		1,193
	35	Waddell & Reed Financial, Inc.		728
				3,027
		Chemicals — 1.3%
	77	FMC Corp. (a)		4,110
	26	Georgia Gulf Corp.		788
	10	H.B. Fuller Co.		305
	27	Headwaters, Inc. (a) (c)		943
	84	Hercules, Inc. (a)		949
	28	Kronos Worlwide, Inc. (c)		798
	29	NewMarket Corp. (a)		700
	130	PolyOne Corp. (a)		834
	39	Terra Industries, Inc. (a) (c)		218
	104	W.R. Grace & Co. (a) (c)		979
	54	Wellman, Inc. (c)		365
				10,989
		Commercial Banks — 6.1%
	33	Amcore Financial, Inc. (c)		997
	7	AmericanWest Bancorp (a) (c)		154
	15	Ameris Bancorp (c)		290
	7	Associated Banc-Corp.		219
	4	BancFirst Corp.		340
	77	Bank of the Ozarks, Inc. (c)		2,845
	10	Capital Corp. of the West (c)		332
	2	Capital Crossing Bank (a) (c)		73
	26	Capitol Bancorp Ltd. (c)		958
	16	Cardinal Financial Corp. (c)		177
	14	Center Financial Corp. (c)		342
	38	Central Pacific Financial Corp. (c)		1,351
	16	Chemical Financial Corp. (c)		514
	23	City Holding Co.		827
	23	Columbia Banking System, Inc.		645
	78	Community Bank System, Inc. (c)		1,748
	17	Community Trust Bancorp, Inc. (c)		516
	3	Enterprise Financial Services Corp. (c)		77
	92	EuroBancshares, Inc. (a)		1,302
	115	First Bancorp (c)		1,432
	2	First Regional Bancorp (a) (c)		122
	25	First Republic Bank		925

SHARES		SECURITY DESCRIPTION	VALUE
		Commercial Banks — Continued
	73	First State Bancorp, Inc. (c)	$	1,761
	3	FNB Corp. (c)		86
	21	Glacier Bancorp, Inc. (c)		633
	66	Gold Banc Corp., Inc.		1,203
	39	Greater Bay Bancorp (c)		1,009
	53	Hanmi Financial Corp.		945
	68	IBERIABANK Corp. (c)		3,469
	52	Independent Bank Corp.		1,427
	93	Irwin Financial Corp. (c)		1,998
	6	Macatawa Bank Corp. (c)		231
	15	MB Financial, Inc.		517
	25	Mercantile Bank Corp. (c)		968
	24	Nara Bancorp, Inc. (c)		423
	40	Oriental Financial Group (c)		497
	34	Pacific Capital Bancorp (c)		1,192
	12	Peoples Bancorp, Inc. (c)		342
	6	Premierwest Bancorp (c)		78
	85	PrivateBancorp, Inc. (c)		3,023
	79	Republic Bancorp, Inc. (c)		940
	5	Republic Bancorp, Inc., Class A (c)		111
	7	Santander Bancorp (c)		163
	3	Sierra Bancorp (c)		75
	12	Simmons First National Corp., Class A		319
	9	Southwest Bancorp, Inc. (c)		170
	16	Sterling Bancorp (c)		307
	113	Sterling Bancshares, Inc. (c)		1,746
	110	Summit Bancshares, Inc. (c)		1,969
	11	Sun Bancorp, Inc. (a) (c)		212
	6	Taylor Capital Group, Inc.		226
	13	TD Banknorth, Inc.		386
	12	TriCo Bancshares		274
	20	Umpqua Holdings Corp.		568
	61	West Coast Bancorp (c)		1,611
	59	Westamerica Bancorporation (c)		3,115
	5	Western Sierra Bancorp (a)		196
	33	Wilshire Bancorp, Inc. (c)		564
	15	Wintrust Financial Corp. (c)		818
				49,758
		Commercial Services & Supplies — 2.8%
	113	Angelica Corp. (c)		1,861
	13	Banta Corp.		622

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS56

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Commercial Services & Supplies — Continued
	6	Clean Harbors, Inc.	$	158
	19	Coinstar, Inc. (a)		438
	53	Corinthian Colleges, Inc. (a) (c)		620
	5	CRA International, Inc. (a) (c)		258
	27	DiamondCluster International, Inc. (a)		211
	35	Duratek, Inc. (a) (c)		527
	20	Escala Group, Inc. (c)		404
	33	Geo Group, Inc. (The) (a)		745
	7	Gevity HR, Inc.		175
	39	Heidrick & Struggles International, Inc. (a)		1,247
	33	Hudson Highland Group, Inc. (a) (c)		566
	287	IKON Office Solutions, Inc.		2,988
	27	Interpool, Inc. (c)		512
	36	John H. Harland Co.		1,346
	24	Kforce, Inc. (a) (c)		264
	18	Korn/Ferry International (a) (c)		327
	72	Labor Ready, Inc. (a) (c)		1,501
	56	Navigant Consulting, Inc. (a) (c)		1,220
	19	Pre-Paid Legal Services, Inc. (c)		741
	30	SOURCECORP, Inc. (a)		710
	45	Spherion Corp. (a) (c)		451
	111	TeleTech Holdings, Inc. (a) (c)		1,333
	23	Tetra Tech, Inc. (a) (c)		354
	46	United Rentals, Inc. (a) (c)		1,069
	28	United Stationers, Inc. (a)		1,348
	6	Vertrue, Inc. (a)		198
	14	Waste Connections, Inc. (a) (c)		486
				22,680
		Communications Equipment — 2.7%
	143	3Com Corp. (a)		513
	36	Ariba, Inc. (a) (c)		261
	106	Arris Group, Inc. (a)		1,008
	15	Audiovox Corp. (a)		211
	47	Avocent Corp. (a)		1,272
	18	Bel Fuse, Inc., Class B (c)		585
	31	Black Box Corp.		1,483
	31	C-COR, Inc. (a) (c)		153
	260	CIENA Corp.(a) (c)		772
	58	CommScope, Inc. (a)		1,171
	13	Comtech Telecommunications Corp. (a)		409
	21	Ditech Communications Corp. (a) (c)		179

SHARES		SECURITY DESCRIPTION	VALUE
		Communications Equipment — Continued
	24	Echelon Corp. (a) (c)	$	190
	73	Extreme Networks, Inc. (a)		347
	30	Finisar Corp. (a) (c)		61
	64	Foundry Networks, Inc. (a) (c)		878
	61	Glenayre Technologies, Inc. (a)		197
	42	Harmonic, Inc. (a) (c)		206
	110	Inter-Tel, Inc. (c)		2,143
	10	Interdigital Communications Corp. (a)		178
	79	MRV Communications, Inc. (a) (c)		163
	34	Netgear, Inc. (a) (c)		653
	89	Plantronics, Inc. (c)		2,510
	15	Polycom, Inc. (a)		234
	111	Powerwave Technologies, Inc. (a) (c)		1,389
	28	Redback Networks, Inc. (a) (c)		391
	43	SafeNet, Inc. (a) (c)		1,372
	31	Sonus Networks, Inc. (a) (c)		114
	116	Symmetricom, Inc. (a) (c)		978
	50	Tekelec (a) (c)		698
	48	Terayon Communication Systems, Inc. (a)		110
	68	Utstarcom, Inc. (a) (c)		544
	72	Westell Technologies, Inc., Class A (a)		325
				21,698
		Computers & Peripherals — 1.7%
	79	Adaptec, Inc. (a) (c)		459
	35	Advanced Digital Information Corp. (a)		346
	221	Brocade Communications Systems, Inc. (a)		900
	26	Dot Hill Systems Corp. (a) (c)		182
	12	Electronics for Imaging, Inc. (a) (c)		327
	83	Gateway, Inc. (a) (c)		208
	59	Hutchinson Technology, Inc. (a) (c)		1,664
	25	Hypercom Corp. (a)		162
	51	Imation Corp.		2,363
	36	Intergraph Corp. (a)		1,773
	57	Komag, Inc. (a) (c)		1,982
	180	Maxtor Corp. (a) (c)		1,248
	18	Palm, Inc. (a) (c)		560
	109	Quantum Corp. (a) (c)		332
	7	Stratasys, Inc. (a) (c)		173
	24	Synaptics, Inc. (a) (c)		598
	17	UNOVA, Inc. (a) (c)		585
				13,862

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS57

JPMorgan Small Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Construction & Engineering — 0.4%
	18	Mastec, Inc. (a) (c)	$	185
	38	Quanta Services, Inc. (a) (c)		506
	20	URS Corp. (a)		749
	29	Washington Group International, Inc.		1,552
				2,992
		Construction Materials — 0.4%
	15	Ameron International Corp.		679
	23	Eagle Materials, Inc. (c)		2,753
				3,432
		Consumer Finance — 1.3%
	15	ACE Cash Express, Inc. (a) (c)		341
	26	Advanta Corp., Class B (c)		853
	20	Asta Funding, Inc. (c)		552
	197	Cash America International, Inc.		4,562
	50	CompuCredit Corp. (a)		1,939
	14	First Cash Financial Services, Inc. (a)		408
	12	United PanAm Financial Corp. (a)		316
	55	World Acceptance Corp. (a) (c)		1,553
				10,524
		Containers & Packaging — 0.4%
	23	Greif, Inc., Class A		1,491
	49	Silgan Holdings, Inc.		1,785
				3,276
		Distributors — 0.2%
	38	WESCO International, Inc. (a) (c)		1,607
		Diversified Financial Services — 0.6%
	7	Encore Capital Group, Inc. (a) (c)		128
	15	eSpeed, Inc., Class A (a) (c)		113
	81	GATX Corp.		2,908
	51	Nasdaq Stock Market, Inc. (a)		1,791
				4,940
		Diversified Telecommunication Services — 1.2%
	40	Broadwing Corp. (a) (c)		242
	468	Cincinnati Bell, Inc. (a)		1,642
	63	CT Communications, Inc.		760
	27	Golden Telecom, Inc. (Russia)		704

SHARES		SECURITY DESCRIPTION	VALUE
		Diversified Telecommunication Services — Continued
	371	Level 3 Communications, Inc. (a) (c)	$	1,066
	454	Premiere Global Services, Inc. (a) (c)		3,687
	30	Talk America Holdings, Inc. (a)		261
	137	Time Warner Telecom, Inc., Class A (a) (c)		1,350
				9,712
		Electric Utilities — 0.8%
	24	Black Hills Corp.		838
	114	El Paso Electric Co. (a)		2,388
	18	Idacorp, Inc. (c)		524
	5	MGE Energy, Inc. (c)		163
	5	UIL Holdings Corp. (c)		248
	74	Unisource Energy Corp.		2,321
				6,482
		Electrical Equipment — 0.2%
	10	Encore Wire Corp. (a) (c)		219
	46	Evergreen Solar, Inc. (a) (c)		486
	58	General Cable Corp. (a) (c)		1,133
	23	Power-One, Inc. (a) (c)		136
	30	Valence Technology, Inc. (a) (c)		47
				2,021
		Electronic Equipment & Instruments — 2.2%
	60	Aeroflex, Inc. (a) (c)		640
	84	Agilysis, Inc.		1,525
	85	Anixter International, Inc. (c)		3,306
	59	Bell Microproducts, Inc. (a) (c)		449
	53	Benchmark Electronics, Inc. (a) (c)		1,769
	40	Brightpoint, Inc. (a) (c)		1,106
	29	Checkpoint Systems, Inc. (a)		710
	59	CTS Corp. (c)		647
	13	Electro Scientific Industries, Inc. (a) (c)		309
	7	Faro Technologies, Inc. (a) (c)		134
	81	Global Imaging Systems, Inc (a) (c)		2,815
	36	Itron, Inc. (a)		1,438
	25	Lexar Media, Inc. (a) (c)		208
	13	MTS Systems Corp.		450
	28	Radisys Corp. (a) (c)		477
	11	Rofin-Sinar Technologies, Inc. (a)		456

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS58

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Electronic Equipment & Instruments — Continued
	53	Sypris Solutions, Inc. (c)	$	529
	88	TTM Technologies, Inc. (a) (c)		830
				17,798
		Energy Equipment & Services — 2.8%
	199	Grey Wolf, Inc. (a)		1,538
	15	Gulf Island Fabrication, Inc.		372
	46	Hanover Compressor Co. (a) (c)		642
	22	Hydril (a)		1,352
	140	Key Energy Services, Inc. (a) (c)		1,887
	44	Lone Star Technologies, Inc. (a)		2,273
	9	Lufkin Industries, Inc.		454
	23	NS Group, Inc. (a)		962
	68	Oceaneering International, Inc. (a) (c)		3,365
	30	Offshore Logistics, Inc. (a)		876
	29	Oil States International, Inc. (a) (c)		916
	125	Parker Drilling Co. (a) (c)		1,348
	144	Todco, Class A (a)		5,481
	44	Veritas DGC, Inc. (a)		1,572
				23,038
		Food & Staples Retailing — 0.6%
	31	Great Atlantic & Pacific Tea Co., Inc. (a) (c)		975
	13	Nash Finch Co. (c)		334
	65	Pantry, Inc. (The) (a)		3,054
	32	Pathmark Stores, Inc. (a)		320
				4,683
		Food Products — 0.9%
	99	Chiquita Brands International, Inc.		1,983
	76	Corn Products International, Inc. (c)		1,818
	20	Flowers Foods, Inc. (c)		542
	14	J & J Snack Foods Corp. (c)		808
	74	Sanderson Farms, Inc. (c)		2,259
				7,410
		Gas Utilities — 1.0%
	41	New Jersey Resources Corp.		1,705
	41	Nicor, Inc. (c)		1,623
	30	Northwest Natural Gas Co. (c)		1,039
	35	South Jersey Industries, Inc.		1,014

SHARES		SECURITY DESCRIPTION	VALUE
		Gas Utilities — Continued
	68	Southwest Gas Corp.	$	1,785
	46	WGL Holdings, Inc. (c)		1,377
				8,543
		Health Care Equipment & Supplies — 2.7%
	46	Align Technology, Inc. (a) (c)		300
	3	Analogic Corp.		158
	32	Animas Corp. (a)		773
	22	Arrow International, Inc.		626
	38	Arthrocare Corp. (a) (c)		1,593
	5	Bio-Rad Laboratories, Inc., Class A (a)		353
	23	Biosite, Inc. (a) (c)		1,267
	58	Conmed Corp. (a)		1,379
	31	Diagnostic Products Corp. (c)		1,500
	176	Encore Medical Corp. (a) (c)		869
	13	EPIX Pharmaceuticals, Inc. (a) (c)		54
	15	Immucor, Inc. (a)		359
	31	Integra LifeSciences Holdings Corp. (a) (c)		1,089
	6	Intuitive Surgical, Inc. (a) (c)		669
	16	Inverness Medical Innovations, Inc. (a) (c)		372
	21	Kyphon, Inc. (a) (c)		841
	38	Mentor Corp. (c)		1,742
	58	Neurometrix, Inc. (a) (c)		1,569
	14	Palomar Medical Technologies, Inc. (a) (c)		487
	41	PolyMedica Corp. (c)		1,382
	114	Steris Corp.		2,842
	53	SurModics, Inc. (a) (c)		1,949
				22,173
		Health Care Providers & Services — 3.9%
	40	Alderwoods Group, Inc. (a)		633
	141	Alliance Imaging, Inc. (a) (c)		841
	20	America Service Group, Inc. (a) (c)		316
	77	Andrx Corp. (a)		1,271
	51	Apria Healthcare Group, Inc. (a)		1,234
	74	Centene Corp. (a) (c)		1,935
	59	Computer Programs & Systems, Inc. (c)		2,449
	10	Dendrite International, Inc. (a)		141
	25	Genesis HealthCare Corp. (a) (c)		924

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS59

JPMorgan Small Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Health Care Providers & Services — Continued
	67	Kindred Healthcare, Inc. (a) (c)	$	1,721
	41	LCA Vision, Inc. (c)		1,934
	80	Owens & Minor, Inc.		2,197
	51	Pediatrix Medical Group, Inc. (a)		4,553
	101	Per-Se Technologies, Inc. (a) (c)		2,362
	131	PSS World Medical, Inc. (a) (c)		1,941
	46	Res-Care, Inc. (a)		794
	38	Symbion, Inc. (a) (c)		865
	74	Trizetto Group (a)		1,250
	89	United Surgical Partners International, Inc. (a) (c)		2,868
	70	Ventiv Health, Inc. (a)		1,653
				31,882
		Hotels, Restaurants & Leisure — 1.6%
	76	Ameristar Casinos, Inc. (c)		1,725
	98	CKE Restaurants, Inc. (c)		1,327
	54	Domino's Pizza, Inc.		1,309
	32	Jack in the Box, Inc. (a) (c)		1,100
	133	Landry's Restaurants, Inc. (c)		3,550
	49	Multimedia Games, Inc. (a) (c)		456
	22	O'Charley's, Inc. (a)		335
	25	Rare Hospitality International, Inc. (a) (c)		769
	94	Ruby Tuesday, Inc. (c)		2,439
	25	Ryan's Restaurant Group, Inc. (a) (c)		298
				13,308
		Household Durables — 1.2%
	1	CSS Industries, Inc. (c)		25
	38	Jarden Corp. (a) (c)		1,140
	51	Levitt Corp., Class A		1,167
	34	Stanley Furniture Co., Inc.		779
	109	Technical Olympic USA, Inc. (c)		2,302
	109	Tupperware Corp. (c)		2,439
	60	WCI Communities, Inc. (a) (c)		1,608
				9,460
		Industrial Conglomerates — 0.4%
	61	Walter Industries, Inc. (c)		3,033

SHARES		SECURITY DESCRIPTION	VALUE
		Insurance — 2.9%
	16	American Physicians Capital, Inc. (a) (c)	$	723
	36	Argonaut Group, Inc. (a)		1,193
	133	Delphi Financial Group, Inc.		6,115
	34	Direct General Corp. (c)		575
	31	LandAmerica Financial Group, Inc. (c)		1,928
	19	Midland Co. (The)		688
	2	Navigators Group, Inc. (a)		96
	218	PMA Capital Corp., Class A (a) (c)		1,994
	17	Safety Insurance Group, Inc.		694
	30	Selective Insurance Group (c)		1,572
	33	Stewart Information Services Corp. (c)		1,611
	14	United Fire & Casualty Co. (c)		550
	120	Zenith National Insurance Corp.		5,541
				23,280
		Internet & Catalog Retail — 0.3%
	21	GSI Commerce, Inc. (a) (c)		311
	44	Insight Enterprises, Inc. (a)		863
	33	Netflix, Inc. (a) (c)		885
	12	Nutri/System, Inc. (a) (c)		428
				2,487
		Internet Software & Services — 2.4%
	2	aQuantive, Inc. (a) (c)		48
	60	AsiaInfo Holdings, Inc. (a) (c)		238
	20	Blue Coat Systems, Inc. (a) (c)		910
	9	Click Commerce, Inc. (a) (c)		183
	339	CMGI, Inc. (a) (c)		514
	123	CNET Networks, Inc. (a) (c)		1,807
	25	Digital Insight Corp. (a)		810
	29	Digital River, Inc. (a) (c)		850
	109	Digitas, Inc. (a)		1,370
	201	EarthLink, Inc. (a)		2,227
	17	Equinix, Inc. (a) (c)		697
	49	Infospace, Inc. (a) (c)		1,275
	49	Internet Security Systems (a)		1,031
	6	Interwoven, Inc. (a) (c)		48
	37	Ipass, Inc. (a) (c)		239
	31	j2 Global Communications, Inc. (a) (c)		1,321
	38	Openwave Systems, Inc. (a) (c)		659
	40	RealNetworks, Inc. (a)		308

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS60

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Internet Software & Services — Continued
	63	SupportSoft, Inc. (a) (c)	$	267
	75	United Online, Inc.		1,064
	67	ValueClick, Inc. (a) (c)		1,219
	44	WebEx Communications, Inc. (a) (c)		941
	22	webMethods, Inc. (a)		169
	17	Websense, Inc. (a) (c)		1,109
				19,304
		Investment Companies — 0.2%
	103	Technology Investment Capital Corp.		1,561
		IT Services — 1.7%
	106	Acxiom Corp.		2,447
	445	BearingPoint, Inc. (a)		3,494
	122	Ciber, Inc. (a) (c)		803
	26	Covansys Corp. (a)		350
	37	CSG Systems International, Inc. (a)		828
	39	Euronet Worldwide, Inc. (a) (c)		1,093
	41	Gartner, Inc., Class A (a) (c)		530
	29	Lionbridge Technologies (a) (c)		203
	48	Mantech International Corp., Class A (a)		1,348
	83	Perot Systems Corp., Class A (a)		1,176
	30	Startek, Inc. (c)		533
	77	Sykes Enterprises, Inc. (a)		1,028
	30	Tyler Technologies, Inc. (a) (c)		259
				14,092
		Leisure Equipment & Products — 0.6%
	51	JAKKS Pacific, Inc. (a) (c)		1,074
	45	K2, Inc. (a) (c)		456
	33	MarineMax, Inc. (a) (c)		1,026
	57	RC2 Corp. (a) (c)		2,007
	28	Steinway Musical Instruments, Inc. (a) (c)		709
				5,272
		Machinery — 3.7%
	66	AGCO Corp. (a) (c)		1,092
	48	Astec Industries, Inc. (a)		1,564
	58	Barnes Group, Inc. (c)		1,904
	50	Briggs & Stratton Corp. (c)		1,951
	31	Cascade Corp. (c)		1,431

SHARES		SECURITY DESCRIPTION	VALUE
		Machinery — Continued
	71	Crane Co.	$	2,497
	17	ESCO Technologies, Inc. (a)		739
	50	Flowserve Corp. (a)		1,982
	31	Greenbrier Cos., Inc. (c)		872
	13	Intevac, Inc.		168
	54	JLG Industries, Inc.		2,484
	57	Lincoln Electric Holdings, Inc.		2,257
	50	Manitowoc Co., Inc.		2,486
	7	Middleby Corp. (a) (c)		631
	26	NACCO Industries, Inc., Class A		2,999
	40	Reliance Steel & Aluminum Co. (c)		2,439
	8	Sun Hydraulics, Inc. (c)		151
	11	Tecumseh Products Co., Class A (c)		247
	25	Valmont Industries, Inc. (c)		846
	38	Wabash National Corp. (c)		724
	32	Watts Water Technologies, Inc., Class A (c)		963
				30,427
		Marine — 0.1%
	16	Kirby Corp. (a)		814
		Media — 1.9%
	15	Advo, Inc.		411
	31	Arbitron, Inc. (c)		1,174
	27	Catalina Marketing Corp. (c)		679
	540	Charter Communications, Inc., Class A (a) (c)		659
	33	Gray Television, Inc.		325
	146	Lodgenet Entertainment Corp. (a) (c)		2,031
	29	Media General, Inc., Class A		1,450
	197	Mediacom Communications Corp., Class A (a) (c)		1,082
	54	Playboy Enterprises, Inc., Class B (a) (c)		746
	49	ProQuest Co. (a) (c)		1,356
	184	Radio One, Inc., Class D (a) (c)		1,900
	20	Saga Communications, Inc., Class A (a)		213
	42	Scholastic Corp. (a) (c)		1,203
	53	Sinclair Broadcast Group, Inc., Class A		487
	30	Valassis Communications, Inc. (a)		878
	70	World Wrestling Entertainment, Inc.		1,025
				15,619

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS61

JPMorgan Small Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Metals & Mining — 2.1%
	18	Chaparral Steel Co. (a)	$	532
	17	Cleveland-Cliffs, Inc.		1,532
	159	Commercial Metals Co.		5,965
	13	Metal Management, Inc.		291
	30	NN, Inc.		316
	23	Oregon Steel Mills, Inc. (a) (c)		683
	84	Quanex Corp. (c)		4,220
	62	Ryerson Tull, Inc. (c)		1,498
	57	Steel Dynamics, Inc. (c)		2,031
				17,068
		Multi-Utilities — 0.5%
	47	Avista Corp. (c)		825
	39	NorthWestern Corp.		1,212
	177	Sierra Pacific Resources (a)		2,312
				4,349
		Oil, Gas & Consumable Fuels — 3.0%
	31	ATP Oil & Gas Corp. (a) (c)		1,129
	17	Callon Petroleum Co. (a) (c)		302
	41	Cimarex Energy Co. (a)		1,763
	16	Clayton Williams Energy, Inc. (a)		672
	23	Comstock Resources, Inc. (a) (c)		702
	38	Energy Partners Ltd. (a)		817
	38	Frontier Oil Corp.		1,419
	18	Giant Industries, Inc. (a) (c)		940
	25	Gulfmark Offshore, Inc. (a)		743
	20	Holly Corp.		1,172
	145	Houston Exploration Co. (a)		7,645
	33	KCS Energy, Inc. (a)		792
	14	Penn Virginia Corp. (c)		809
	16	Remington Oil & Gas Corp. (a)		591
	53	St. Mary Land & Exploration Co. (c)		1,958
	35	Stone Energy Corp. (a) (c)		1,571
	31	Swift Energy Co. (a) (c)		1,384
	14	World Fuel Services Corp.		486
				24,895
		Personal Products — 0.1%
	8	Parlux Fragrances, Inc. (a) (c)		238
	69	Playtex Products, Inc. (a)		937
				1,175

SHARES		SECURITY DESCRIPTION	VALUE
		Pharmaceuticals — 1.6%
	179	Adolor Corp. (a) (c)	$	2,611
	34	Alpharma, Inc., Class A		955
	99	AtheroGenics, Inc. (a) (c)		1,971
	583	AVANIR Pharmaceuticals, Class A (a) (c)		2,005
	18	Bentley Pharmaceuticals, Inc. (a) (c)		297
	239	Cypress Bioscience, Inc. (a) (c)		1,382
	60	Durect, Corp. (a)		306
	43	Medicis Pharmaceutical Corp., Class A (c)		1,365
	8	Par Pharmaceutical Cos, Inc. (a) (c)		263
	13	Salix Pharmaceuticals Ltd. (a)		230
	59	Theravance, Inc. (a)		1,327
				12,712
		Real Estate — 7.4%
	101	American Home Mortgage Investment Corp. REIT (c)		3,283
	103	Anthracite Capital, Inc., REIT (c)		1,082
	78	Ashford Hospitality Trust, Inc.		817
	28	Bluegreen Corp. (a) (c)		446
	18	Boykin Lodging Co. REIT (a) (c)		214
	21	Brandywine Realty Trust REIT		575
	43	Entertainment Properties Trust REIT		1,752
	93	Equity Inns, Inc. REIT		1,263
	66	FelCor Lodging Trust, Inc. REIT		1,131
	30	First Potomac Realty Trust REIT (m)		785
	46	Glimcher Realty Trust REIT (c)		1,114
	42	Impac Mortgage Holdings, Inc. REIT (c)		393
	203	Innkeepers USA Trust REIT		3,251
	34	Jones Lang LaSalle, Inc.		1,702
	115	Kilroy Realty Corp. REIT (c)		7,119
	24	LaSalle Hotel Properties REIT (c)		892
	151	Lexington Corporate Properties Trust REIT		3,208
	123	LTC Properties, Inc. REIT (c)		2,580
	219	Meristar Hospitality Corp. REIT (a) (c)		2,054
	95	MFA Mortgage Investments, Inc. REIT		539
	135	Mid-America Apartment Communities, Inc. REIT		6,528
	14	National Health Investors, Inc. REIT (c)		374
	34	Novastar Financial, Inc. REIT (c)		947

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS62

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Real Estate — Continued
	91	Pennsylvania Real Estate Investment Trust REIT (c)	$	3,411
	107	Post Properties, Inc. REIT		4,259
	129	RAIT Investment Trust REIT (c)		3,346
	62	Saul Centers, Inc. REIT		2,235
	151	Sunstone Hotel Investors, Inc. REIT		4,020
	34	Taubman Centers, Inc. REIT (c)		1,195
				60,515
		Road & Rail — 1.8%
	17	Amerco, Inc. (a) (c)		1,211
	25	Arkansas Best Corp. (c)		1,096
	61	Dollar Thrifty Automotive Group, Inc. (a) (c)		2,197
	8	Frozen Food Express Industries (a)		86
	77	Genesee & Wyoming, Inc., Class A (a) (c)		2,895
	10	Marten Transport Ltd. (a) (c)		183
	24	Old Dominion Freight Line (a) (c)		639
	80	RailAmerica, Inc. (a) (c)		883
	100	SCS Transportation, Inc. (a)		2,131
	62	Sirva, Inc. (a)		498
	53	U.S. Xpress Enterprises, Inc., Class A (a)		914
	10	USA Truck, Inc. (a) (c)		288
	80	Werner Enterprises, Inc. (c)		1,566
				14,587
		Semiconductors & Semiconductor Equipment — 4.8%
	24	Actel Corp. (a) (c)		307
	32	ADE Corp. (a) (c) (m) (c)		763
	66	Advanced Energy Industries, Inc. (a) (c)		781
	99	AMIS Holdings, Inc. (a)		1,054
	154	Amkor Technology, Inc. (a) (c)		861
	106	Applied Micro Circuits Corp. (a)		273
	71	Asyst Technologies, Inc. (a) (c)		407
	299	Atmel Corp. (a)		923
	18	ATMI, Inc. (a) (c)		492
	40	August Technology Corp. (a)		439
	66	Axcelis Technologies, Inc. (a) (c)		313
	19	Brooks Automation, Inc. (a) (c)		236

SHARES		SECURITY DESCRIPTION	VALUE
		Semiconductors & Semiconductor Equipment — Continued
	37	Cabot Microelectronics Corp. (a) (c)	$	1,079
	107	Cirrus Logic, Inc. (a) (c)		715
	38	Cohu, Inc.		878
	345	Conexant Systems, Inc. (a)		780
	54	Credence Systems Corp. (a) (c)		372
	42	Cymer, Inc. (a)		1,474
	83	Cypress Semiconductor Corp. (a) (c)		1,176
	34	Diodes, Inc. (a) (c)		1,048
	23	DSP Group, Inc. (a) (c)		576
	74	Entegris, Inc. (a)		701
	21	Exar Corp. (a)		257
	37	Fairchild Semiconductor International, Inc. (a)		627
	17	Genesis Microchip, Inc. (a) (c)		304
	45	Integrated Device Technology, Inc. (a)		595
	27	Integrated Silicon Solutions, Inc. (a) (c)		171
	61	IXYS Corp. (a)		707
	24	Kopin Corp. (a) (c)		127
	72	Kulicke & Soffa Industries, Inc. (a) (c)		639
	48	Lattice Semiconductor Corp. (a)		205
	56	LTX Corp. (a)		251
	62	Mattson Technology, Inc. (a) (c)		627
	84	Micrel, Inc. (a)		977
	62	Microsemi Corp. (a) (c)		1,720
	77	MIPS Technologies, Inc. (a) (c)		438
	18	MKS Instruments, Inc. (a)		329
	68	Omnivision Technologies, Inc. (a) (c)		1,351
	319	ON Semiconductor Corp. (a) (c)		1,765
	69	Photronics, Inc. (a) (c)		1,044
	35	Pixelworks, Inc. (a)		176
	95	PMC-Sierra, Inc. (a)		736
	18	Power Integrations, Inc. (a) (c)		419
	54	Rambus, Inc. (a) (c)		879
	180	RF Micro Devices, Inc. (a) (c)		972
	10	Semitool, Inc. (a) (c)		110
	45	Semtech Corp. (a)		829
	41	Sigmatel, Inc. (a) (c)		542
	87	Silicon Image, Inc. (a)		786
	38	Silicon Laboratories, Inc. (a)		1,400
	63	Silicon Storage Technology, Inc. (a) (c)		318
	124	Skyworks Solutions, Inc. (a) (c)		632

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS63

JPMorgan Small Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Semiconductors & Semiconductor Equipment — Continued
	18	Standard Microsystems Corp. (a) (c)	$	508
	12	Supertex, Inc. (a) (c)		544
	29	Tessera Technologies, Inc. (a)		742
	9	Ultratech, Inc. (a) (c)		140
	23	Varian Semiconductor Equipment Associates, Inc. (a)		988
	170	Vitesse Semiconductor Corp. (a) (c)		327
	26	Zoran Corp. (a)		423
				39,253
		Software — 2.5%
	7	Ansoft Corp. (a)		232
	22	Ansys, Inc. (a) (c)		952
	52	Aspen Technology, Inc. (a) (c)		406
	36	Borland Software Corp. (a)		234
	31	Epicor Software Corp. (a)		437
	26	EPIQ Systems, Inc. (a) (c)		478
	24	Factset Research Systems, Inc. (c)		973
	15	Filenet Corp. (a) (c)		396
	44	Informatica Corp. (a) (c)		526
	7	Intervideo, Inc. (a)		71
	13	InterVoice, Inc. (a) (c)		100
	33	JDA Software Group, Inc. (a)		563
	12	Kronos, Inc. (a) (c)		502
	16	Macrovision Corp. (a)		264
	37	Magma Design Automation, Inc. (a) (c)		309
	29	Manhattan Associates, Inc. (a)		592
	30	Mapinfo Corp. (a) (c)		381
	56	Mentor Graphics Corp. (a)		577
	19	MicroStrategy, Inc. (a) (c)		1,589
	17	MRO Software, Inc. (a)		243
	273	Parametric Technology Corp. (a)		1,663
	7	Pegasystems, Inc. (a) (c)		52
	66	Phoenix Technologies Ltd. (a) (c)		412
	89	Progress Software Corp. (a)		2,531
	7	Quality Systems, Inc. (a) (c)		522
	23	Quest Software, Inc. (a)		328
	133	Secure Computing Corp. (a)		1,631
	6	SPSS, Inc. (a)		173
	17	Talx Corp. (c)		793
	38	TIBCO Software, Inc. (a)		285

SHARES		SECURITY DESCRIPTION	VALUE
		Software — Continued
	11	TradeStation Group, Inc. (a) (c)	$	140
	46	Transaction Systems Architechs, Inc. (a)		1,313
	52	Wind River Systems, Inc. (a) (c)		768
				20,436
		Specialty Retail — 5.2%
	326	Aaron Rents, Inc. (c)		6,874
	95	Asbury Automotive Group, Inc. (a)		1,559
	20	Big 5 Sporting Goods Corp.		427
	21	Build-A-Bear Workshop, Inc. (a) (c)		614
	15	Building Material Holding Corp. (c)		1,030
	12	Burlington Coat Factory Warehouse Corp.		487
	392	Charming Shoppes, Inc. (a) (c)		5,177
	39	Children's Place Retail Stores, Inc. (The) (a)		1,942
	73	Dress Barn, Inc. (a) (c)		2,834
	8	GameStop Corp. (c)		253
	44	Genesco, Inc. (a)		1,703
	129	Guess?, Inc. (a)		4,578
	35	HOT Topic, Inc. (a) (c)		492
	49	Lithia Motors, Inc., Class A (c)		1,531
	53	Movie Gallery, Inc. (c)		298
	99	Pacific Sunwear of California, Inc. (a)		2,467
	52	Petco Animal Supplies, Inc. (a) (c)		1,141
	47	Select Comfort Corp. (a) (c)		1,286
	20	Sonic Automotive, Inc.		450
	13	Sports Authority, Inc. (The) (a) (c)		405
	46	Stage Stores, Inc.		1,367
	99	Stein Mart, Inc. (c)		1,793
	89	Too, Inc. (a)		2,522
	24	United Auto Group, Inc. (c)		928
				42,158
		Textiles, Apparel & Luxury Goods — 1.0%
	18	Brown Shoe Co., Inc.		772
	10	Deckers Outdoor Corp. (a) (c)		287
	18	DHB Industries, Inc. (a)		82
	70	K-Swiss, Inc., Class A		2,284
	43	Kenneth Cole Productions, Inc., Class A		1,099
	42	Movado Group, Inc. (c)		761

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS64

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Textiles, Apparel & Luxury Goods — Continued
	9	Oxford Industries, Inc. (c)	$	470
	21	Russell Corp. (c)		287
	70	Skechers U.S.A., Inc., Class A (a)		1,065
	36	Unifirst Corp.		1,132
				8,239
		Thrifts & Mortgage Finance — 3.1%
	44	Accredited Home Lenders Holding Co. (a) (c)		2,196
	161	BankAtlantic Bancorp, Inc., Class A (c)		2,257
	19	Commercial Capital Bancorp, Inc. (c)		330
	86	Corus Bankshares, Inc. (c)		4,851
	21	Dime Community Bancshares (c)		300
	6	Federal Agricultural Mortgage Corp., Class C (c)		168
	77	First Niagara Financial Group, Inc. (c)		1,113
	12	First Place Financial Corp. (c)		291
	19	FirstFed Financial Corp. (a) (c)		1,030
	47	Flagstar Bancorp, Inc. (c)		678
	69	Fremont General Corp. (c)		1,591
	29	Gibraltar Industries, Inc.		661
	14	ITLA Capital Corp. (a) (c)		664
	88	Partners Trust Financial Group, Inc. (c)		1,059
	85	Provident New York Bancorp (c)		938
	140	R&G Financial Corp., Class B (c)		1,847
	57	Sterling Financial Corp.		1,424
	261	W Holding Co., Inc.		2,150
	29	WSFS Financial Corp. (c)		1,770
				25,318
		Tobacco — 0.4%
	172	Alliance One International, Inc. (c)		670
	64	Universal Corp.		2,766
				3,436
		Trading Companies & Distributors — 1.5%
	271	Applied Industrial Technologies, Inc.		9,115
	84	Hughes Supply, Inc.		2,994
	16	Nuco2, Inc. (a) (c)		454
				12,563

SHARES		SECURITY DESCRIPTION	VALUE
		Wireless Telecommunication Services — 0.5%
	79	Centennial Communications Corp. (a) (c)	$	1,232
	359	Dobson Communications Corp. (a)		2,691
	24	InPhonic, Inc. (a) (c)		212
				4,135
		Total Common Stocks (Cost $719,079)		793,473
Short-Term Investments — 2.6%
		Investment Company — 2.4%
	19,411	JPMorgan Prime Money Market Fund (b) (m)		19,411
PRINCIPAL AMOUNT
		U.S. Treasury Obligation — 0.2%
$	1,250	U.S. Treasury Note, 2.88%, 11/30/06 (k)		1,233
		Total Short-Term Investments (Cost $20,644)		20,644
Investments of Cash Collateral for Securities Loaned — 24.2%
		Certificates of Cash Deposits — 3.3%
	9,200	Credit Suisse First Boston LLC, FRN, 4.27%, 10/17/06		9,200
	8,500	Royal Bank of Canada, FRN, 4.30, 11/13/06		8,500
	9,000	Wells Fargo Bank San Francisco, 4.30%, 01/27/06		9,000
				26,700
		Commercial Paper — 1.8%
	4,964	ASAP Funding Limited, 4.38%, 02/03/06		4,965
	10,000	Morgan Stanley & Co., Inc., FRN, 4.33%, 04/17/06		10,000
				14,965

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS65

JPMorgan Small Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Short-Term Investment — continued
		Corporate Notes — 13.3%
$	5,000	Alliance and Leister plc, FRN, 4.33%, 01/30/07	$	5,000
	9,500	Bank of America, FRN, 4.31%, 11/07/06		9,500
	9,000	CDC Financial Products, Inc., FRN, 4.35%, 01/30/06		9,000
	9,000	Citigroup Global Markets, Inc., FRN, 4.32%, 01/06/06		9,000
	8,761	General Electric Capital Corp., FRN, 4.30%. 05/12/06		8,761
	5,000	Goldman Sachs Group, Inc., FRN, 4.41%, 12/28/07		5,000
	8,501	K2(USA) LLC, FRN, 4.35%. 02/15/06		8,501
	7,500	Landsbanki Islands HF, FRN, 4.45%, 01/30/07		7,500
	8,898	Liberty Lighthouse U.S. Capital, FRN, 4.34%, 10/24/06		8,898
	9,698	Links Finance LLC, FRN, 4.37%, 10/15/07		9,698
	8,898	Sigma Finance, Inc., FRN, 4.37%, 10/24/07		8,898
	8,500	Ulster Bank Ltd., 4.33%, 01/31/06		8,500
	10,000	Wachovia Bank N.A., FRN, 4.30%, 10/02/06		10,000
				108,256

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
		Repurchase Agreements — 5.8%
$	12,685	Bank of America Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $12,690, collateralized by U.S. Government Agency Mortgages.	$	12,685
	35,000	UBS Securities LLC, 4.26% dated 12/30/05, due 01/03/06, repurchase price $35,012, collateralized by U.S. Government Agency Mortgages.		35,000
				47,685
		Total Investments of Cash Collateral for Securities Loaned (Cost $197,606)		197,606
		Total Investments — 124.0% (Cost $937,329)	$	1,011,723
		Liabilities in Excess of Other Assets — (24.0)%		(195,818	)
		NET ASSETS — 100.0%	$	815,905

Percentages indicated are based on net assets.

Futures Contracts

(Amounts in thousands, except for number of contracts)

NUMBER OF CONTRACTS				DESCRIPTION				EXPIRATION DATE				NOTIONAL VALUE AT 12/31/05 (USD)				UNREALIZED (DEPRECIATION) (USD)
	62			Russell 2000 Index				March, 2006				$	20,027			$	(378	)

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS66

JPMorgan Small Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 96.6%
		Common Stocks — 96.6%
		Aerospace & Defense — 1.9%
	66	Alliant Techsystems, Inc. (a)	$	5,024
	117	Esterline Technologies Corp. (a) (c)		4,363
				9,387
		Automobiles — 0.6%
	85	Winnebago Industries, Inc. (c)		2,815
		Biotechnology — 0.9%
	66	ICOS Corp. (a) (c)		1,832
	127	Viropharma, Inc. (a)		2,348
				4,180
		Chemicals — 5.7%
	230	Airgas, Inc.		7,564
	176	Albemarle Corp. (c)		6,730
	120	Georgia Gulf Corp. (c)		3,653
	211	Scotts Miracle-Gro Co. (The), Class A		9,546
				27,493
		Commercial Banks — 8.0%
	89	Alabama National Bancorp (c)		5,731
	51	Bank of the Ozarks, Inc. (c)		1,893
	57	Boston Private Financial Holdings, Inc. (c)		1,731
	98	East-West Bancorp, Inc. (c)		3,583
	56	First Community Bancorp, Inc. (c)		3,028
	120	Hancock Holding Co. (c)		4,534
	35	MB Financial, Inc. (c)		1,225
	151	SY Bancorp, Inc. (c)		3,771
	285	United Bancshares, Inc. (c)		10,036
	13	Western Alliance Bancorp (a)		400
	51	Wintrust Financial Corp. (c)		2,789
				38,721
		Commercial Services & Supplies — 3.9%
	468	Hudson Highland Group, Inc. (a) (c)		8,124
	83	Morningstar, Inc (a)		2,858
	220	Waste Connections, Inc. (a) (c)		7,565
				18,547
		Communications Equipment — 1.3%
	137	Avocent Corp. (a)		3,736
	126	Inter-Tel, Inc. (c)		2,472
				6,208

SHARES		SECURITY DESCRIPTION	VALUE
		Computers & Peripherals — 1.2%
	121	Intergraph Corp. (a) (c)	$	6,047
		Containers & Packaging — 2.2%
	64	Aptar Group, Inc.		3,351
	195	Silgan Holdings, Inc.		7,029
				10,380
		Distributors — 1.1%
	241	Reddy Ice Holdings, Inc. (c)		5,250
		Diversified Financial Services — 0.5%
	63	IntercontinentalExchange, Inc. (a)		2,305
		Diversified Telecommunication Services — 1.3%
	190	Commonwealth Telephone Enterprises, Inc.		6,403
		Electric Utilities — 0.8%
	69	ITC Holdings Corp. (c)		1,944
	130	Pike Electric Corp.		2,112
				4,056
		Electrical Equipment — 1.4%
	334	General Cable Corp. (a) (c)		6,584
		Electronic Equipment & Instruments — 1.8%
	135	Anixter International, Inc. (c)		5,281
	65	Scansource, Inc. (a) (c)		3,576
				8,857
		Energy Equipment & Services — 2.3%
	98	FMC Technologies, Inc. (a) (c)		4,184
	166	Universal Compression Holdings, Inc. (a) (c)		6,822
				11,006
		Gas Utilities — 1.0%
	88	Atmos Energy Corp. (c)		2,305
	58	New Jersey Resources Corp. (c)		2,429
				4,734

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS67

JPMorgan Small Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Health Care Equipment & Supplies — 3.3%
	93	Advanced Medical Optics, Inc. (a)	$	3,904
	49	Idexx Laboratories, Inc. (a)		3,491
	66	Respironics, Inc. (a)		2,447
	151	Sybron Dental Specialties, Inc. (a) (c)		6,015
				15,857
		Health Care Providers & Services — 5.8%
	558	Alderwoods Group, Inc. (a)		8,855
	144	Kindred Healthcare, Inc. (a) (c)		3,717
	129	LifePoint Hospitals, Inc. (a)		4,849
	388	PSS World Medical, Inc. (a) (c)		5,751
	135	Sunrise Senior Living, Inc. (a) (c)		4,537
				27,709
		Hotels, Restaurants & Leisure — 4.7%
	333	Applebees International, Inc.		7,525
	80	Lone Star Steakhouse & Saloon, Inc. (c)		1,899
	212	Orient-Express Hotels Ltd. (Bermuda)		6,673
	107	Papa John's International, Inc. (a) (c)		6,364
				22,461
		Household Durables — 4.2%
	290	Jarden Corp. (a) (c)		8,734
	670	Williams Scotsman International, Inc. (a) (c)		11,598
				20,332
		Insurance — 4.3%
	131	American Physicians Capital, Inc. (a) (c)		5,976
	202	ProAssurance Corp. (a) (c)		9,825
	100	RLI Corp. (c)		4,982
				20,783
		Internet Software & Services — 0.9%
	339	Digitas, Inc. (a)		4,245
		IT Services — 1.4%
	116	CACI International, Inc., Class A (a) (c)		6,656
		Leisure Equipment & Products — 0.4%
	37	Polaris Industries, Inc. (c)		1,842

SHARES		SECURITY DESCRIPTION	VALUE
		Machinery — 5.4%
	175	Kaydon Corp. (c)	$	5,637
	63	Lincoln Electric Holdings, Inc. (c)		2,511
	142	Manitowoc Co., Inc. (c)		7,146
	147	Oshkosh Truck Corp.		6,533
	95	Toro Co. (c)		4,136
				25,963
		Marine — 0.7%
	278	Horizon Lines Inc., Class A (c)		3,370
		Media — 3.1%
	164	Entercom Communications Corp. (a)		4,851
	129	Lee Enterprises, Inc.		4,761
	88	R.H. Donnelley Corp. (a)		5,441
				15,053
		Metals & Mining — 2.5%
	187	Commercial Metals Co.		7,016
	198	Compass Minerals International, Inc. (c)		4,862
				11,878
		Multi-Utilities — 0.7%
	117	NorthWestern Corp. (c)		3,620
		Oil, Gas & Consumable Fuels — 3.3%
	177	Southwestern Energy Co. (a)		6,347
	256	St. Mary Land & Exploration Co. (c)		9,423
				15,770
		Real Estate — 5.9%
	55	Alexandria Real Estate Equities, Inc. REIT		4,435
	84	EastGroup Properties, Inc. REIT (c)		3,780
	76	First Potomac Realty Trust REIT (m)		2,027
	119	Jones Lang LaSalle, Inc. (c)		6,007
	321	Lexington Corporate Properties Trust REIT		6,844
	111	Mid-America Apartment Communities, Inc. REIT (c)		5,398
				28,491

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS68

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Road & Rail — 2.3%
	92	Arkansas Best Corp. (c)	$	4,023
	169	Landstar System, Inc.		7,050
				11,073
		Semiconductors & Semiconductor Equipment — 1.9%
	41	Cymer, Inc. (a)		1,467
	97	Standard Microsystems Corp. (a) (c)		2,783
	107	Varian Semiconductor Equipment Associates, Inc. (a)		4,718
				8,968
		Software — 1.1%
	110	Micros Systems, Inc. (a) (c)		5,310
		Specialty Retail — 3.3%
	107	Finish Line, Inc., Class A (c)		1,862
	94	Genesco, Inc. (a)		3,633
	175	Men's Wearhouse, Inc. (a)		5,161
	243	New York & Co., Inc. (a) (c)		5,149
				15,805
		Textiles, Apparel & Luxury Goods — 1.2%
	53	Columbia Sportswear Co. (a) (c)		2,506
	96	Timberland Co., Class A (a)		3,125
				5,631
		Trading Companies & Distributors — 4.3%
	172	Hughes Supply, Inc.		6,166
	189	Nuco2, Inc. (a) (c)		5,278
	153	Watsco, Inc. (c)		9,127
				20,571
		Total Common Stocks (Cost $365,942)		464,361
Short-Term Investment — 5.2%
		Investment Company — 5.2%
	24,904	JPMorgan Prime Money Market Fund (b) (m) (Cost $24,904)		24,904

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Investments of Cash Collateral for Securities Loaned — 20.3%
		Certificates of Deposit — 2.8%
$	4,600	Credit Suisse First Boston LLC, FRN, 4.27%, 10/17/06	$	4,600
	4,750	Royal Bank of Canada, FRN, 4.30%, 11/13/06		4,750
	4,500	Wells Fargo Bank San Francisco, 4.30%, 01/27/06		4,500
				13,850
		Commercial Paper — 2.0%
	4,963	HSBC Finance Corp., 4.35%, 02/01/06		4,963
	4,500	Morgan Stanley & Co., Inc., FRN, 4.33%, 04/17/06		4,500
				9,463
		Corporate Notes — 8.9%
	5,000	Alliance and Leister plc, FRN, 4.33%, 01/30/07		5,000
	5,000	Bank of America N.A., FRN, 4.31%, 11/07/06		5,000
	4,700	CDC Financial Products, Inc., FRN, 4.35%, 01/30/06		4,700
	4,700	Citigroup Global Markets, Inc., FRN, 4.32%, 01/06/06		4,700
	4,000	K2(USA) LLC, FRN, 4.35%, 02/15/06		4,001
	5,000	Landsbanki Islands HF, FRN, 4.45%, 01/30/07		5,000
	4,499	Liberty Lighthouse U.S. Capital, FRN, 4.34%, 10/24/06		4,499
	401	Links Finance LLC, FRN, 4.29%, 10/06/06		401
	4,699	Links Finance LLC, FRN, 4.37%, 10/15/07		4,699
	4,499	Sigma Finance, Inc., FRN, 4.37%, 10/24/07		4,499
				42,499

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS69

JPMorgan Small Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Investments of Cash Collateral for Securities Loaned — continued
		Repurchase Agreements — 6.6%
$	16,760	Bank of America Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $16,768, collateralized by U.S. Government Agency Mortgages.	$	16,760
	15,000	UBS Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $15,007, collateralized by U.S. Government Agency Mortgages.		15,000
				31,760
		Total Investments of Cash Collateral for Securities Loaned (Cost $97,572)		97,572
		Total Investments — 122.1% (Cost $488,418)		$586,837
		Liabilities in Excess of Other Assets — (22.1)%		(106,295	)
		NET ASSETS — 100.0%	$	480,542

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS70

JPMorgan U.S. Small Company Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 103.6%
		Common Stocks — 103.6%
		Aerospace & Defense — 2.4%
	4	AAR Corp. (a)	$	89
	5	Armor Holdings, Inc. (a) (c)		209
	15	Aviall, Inc. (c)		432
	10	BE Aerospace, Inc. (a)		220
	2	Ceradyne, Inc. (a)		83
	2	Curtiss-Wright Corp. (c)		131
	16	Esterline Technologies Corp. (a)		584
	6	Heico Corp. (c)		163
	4	Hexcel Corp. (a) (c)		69
	9	Kaman Corp., Class A		169
	44	Moog, Inc., Class A (a)		1,234
	5	Orbital Sciences Corp. (a) (c)		63
	2	Triumph Group, Inc. (a) (c)		89
	2	United Industrial Corp. (c)		87
				3,622
		Air Freight & Logistics — 0.1%
	5	Hub Group, Inc., Class A (a)		187
		Airlines — 1.6%
	15	Alaska Air Group, Inc. (a) (c)		536
	35	Continental Airlines, Inc., Class B (a)		743
	34	ExpressJet Holdings, Inc. (a) (c)		274
	19	Mesa Air Group, Inc. (a) (c)		197
	18	Pinnacle Airlines Corp. (a) (c)		117
	17	Skywest, Inc.		451
				2,318
		Auto Components — 0.5%
	5	American Axle & Manufacturing Holdings, Inc. (c)		97
	10	ArvinMeritor, Inc. (c)		143
	3	Sauer-Danfoss, Inc.		58
	23	Tenneco Automotive, Inc. (a)		459
				757
		Automobiles — 0.5%
	11	Fleetwood Enterprises, Inc. (a) (c)		141
	14	Thor Industries, Inc. (c)		565
	2	Winnebago Industries, Inc. (c)		80
				786

SHARES		SECURITY DESCRIPTION	VALUE
		Biotechnology — 3.5%
	6	Abgenix, Inc. (a)	$	127
	17	Alexion Pharmaceuticals, Inc. (a) (c)		346
	12	Alkermes, Inc. (a) (c)		224
	9	Amylin Pharmaceuticals, Inc. (a)		359
	7	Applera Corp. - Celera Genomics Group (a)		72
	8	Cell Genesys, Inc. (a)		46
	16	Cubist Pharmaceuticals, Inc. (a) (c)		341
	4	CV Therapeutics, Inc. (a) (c)		102
	4	Diversa Corp. (a) (c)		21
	21	Encysive Pharmaceuticals, Inc. (a)		166
	3	Exelixis, Inc. (a) (c)		27
	15	Genelabs Technologies		28
	9	GTx, Inc. (a) (c)		64
	5	ICOS Corp. (a) (c)		127
	14	Incyte Corp. (a) (c)		74
	13	InterMune, Inc. (a) (c)		215
	13	Lifecell Corp. (a) (c)		239
	6	Martek Biosciences Corp. (a) (c)		148
	15	Medarex, Inc. (a) (c)		209
	14	Myogen, Inc. (a)		407
	13	Myriad Genetics, Inc. (a) (c)		279
	12	Nektar Therapeutics (a)		196
	8	Panacos Pharmaceuticals, Inc. (a)		54
	12	Renovis, Inc. (a) (c)		181
	10	Seattle Genetics, Inc. (a) (c)		49
	9	Telik, Inc. (a) (c)		152
	6	United Therapeutics Corp. (a) (c)		387
	13	Vertex Pharmaceuticals, Inc. (a)		354
	9	Viropharma, Inc. (a)		165
				5,159
		Building Products — 2.0%
	6	ElkCorp (c)		198
	4	Griffon Corp. (a) (c)		86
	20	Jacuzzi Brands, Inc. (a) (c)		168
	28	Lennox International, Inc.		784
	9	NCI Building Systems, Inc. (a) (c)		399
	24	Universal Forest Products, Inc.		1,314
				2,949

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS71

JPMorgan U.S. Small Company Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES			SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
			Capital Markets — 0.4%
	22		Knight Capital Group, Inc. Class A (a)	$	215
	4		National Financial Partners Corp.		215
	7		Waddell & Reed Financial, Inc.		141
					571
			Chemicals — 1.4%
	15		FMC Corp. (a)		808
	5		Georgia Gulf Corp.		152
	2		H.B. Fuller Co.		61
	5		Headwaters, Inc. (a) (c)		170
	16		Hercules, Inc. (a)		185
	3		Kronos Worlwide, Inc.		73
	5		NewMarket Corp. (a)		127
	26		PolyOne Corp. (a) (c)		168
	8		Terra Industries, Inc. (a)		43
	20		W.R. Grace & Co. (a) (c)		192
	11		Wellman, Inc. (c)		75
					2,054
			Commercial Banks — 6.6%
	6		Amcore Financial, Inc. (c)		186
	1		AmericanWest Bancorp (a)		26
	3		Ameris Bancorp (c)		65
	2		Associated Banc-Corp.		55
	1		BancFirst Corp.		87
	15		Bank of the Ozarks, Inc. (c)		561
	2		Capital Corp. of the West (c)		79
	1		Capital Crossing Bank (a) (c)		17
	5		Capitol Bancorp Ltd.		172
	3		Cardinal Financial Corp. (c)		35
	3		Center Financial Corp. (c)		75
	7		Central Pacific Financial Corp. (c)		262
	3		Chemical Financial Corp. (c)		100
	4		City Holding Co.		158
	4		Columbia Banking System, Inc.		108
	15		Community Bank System, Inc. (c)		341
	4		Community Trust Bancorp, Inc.		108
	1		Enterprise Financial Services Corp. (c)		16
	18		EuroBancshares, Inc. (a)		249
	22		First Bancorp (c)		269
	—	(h)	First Regional Bancorp (a)		27
	5		First Republic Bank		176

SHARES		SECURITY DESCRIPTION	VALUE
		Commercial Banks — Continued
	14	First State Bancorp, Inc. (c)	$	346
	1	FNB Corp.		18
	4	Glacier Bancorp, Inc. (c)		119
	12	Gold Banc Corp., Inc.		219
	8	Greater Bay Bancorp (c)		200
	11	Hanmi Financial Corp.		188
	15	IBERIABANK Corp. (c)		786
	10	Independent Bank Corp.		284
	18	Irwin Financial Corp. (c)		390
	2	Macatawa Bank Corp. (c)		59
	3	MB Financial, Inc.		117
	4	Mercantile Bank Corp.		171
	4	Nara Bancorp, Inc. (c)		76
	7	Oriental Financial Group (c)		89
	7	Pacific Capital Bancorp (c)		231
	3	Peoples Bancorp, Inc. (c)		71
	1	Premierwest Bancorp (c)		15
	17	PrivateBancorp, Inc.		590
	15	Republic Bancorp, Inc. (c)		183
	1	Republic Bancorp, Inc., Class A (c)		23
	1	Santander Bancorp (c)		35
	1	Sierra Bancorp (c)		16
	2	Simmons First National Corp., Class A		66
	2	Southwest Bancorp, Inc.		38
	3	Sterling Bancorp		62
	22	Sterling Bancshares, Inc. (c)		332
	22	Summit Bancshares, Inc. (c)		396
	2	Sun Bancorp, Inc. (a) (c)		43
	1	Taylor Capital Group, Inc.		57
	3	TD Banknorth, Inc.		76
	3	TriCo Bancshares		58
	4	Umpqua Holdings Corp.		108
	12	West Coast Bancorp		311
	12	Westamerica Bancorporation (c)		610
	1	Western Sierra Bancorp (a)		47
	6	Wilshire Bancorp, Inc.		96
	3	Wintrust Financial Corp. (c)		181
				9,879
		Commercial Services & Supplies — 3.0%
	22	Angelica Corp.		361
	3	Banta Corp.		144

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS72

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Commercial Services & Supplies — Continued
	1	Clean Harbors, Inc. (a)	$	32
	4	Coinstar, Inc. (a)		84
	10	Corinthian Colleges, Inc. (a) (c)		119
	1	CRA International, Inc. (a)		67
	5	DiamondCluster International, Inc. (a)		38
	7	Duratek, Inc. (a)		100
	4	Escala Group, Inc. (c)		77
	6	Geo Group, Inc. (The) (a)		138
	2	Gevity HR, Inc. (c)		44
	8	Heidrick & Struggles International, Inc. (a)		240
	6	Hudson Highland Group, Inc. (a) (c)		109
	56	IKON Office Solutions, Inc.		580
	5	Interpool, Inc.		98
	7	John H. Harland Co.		263
	4	Kforce, Inc. (a)		49
	4	Korn/Ferry International (a) (c)		65
	14	Labor Ready, Inc. (a) (c)		292
	11	Navigant Consulting, Inc. (a)		237
	4	Pre-Paid Legal Services, Inc. (c)		145
	5	SOURCECORP, Inc. (a)		130
	9	Spherion Corp. (a)		88
	21	TeleTech Holdings, Inc. (a) (c)		257
	4	Tetra Tech, Inc. (a) (c)		61
	9	United Rentals, Inc. (a) (c)		211
	5	United Stationers, Inc. (a)		243
	1	Vertrue, Inc. (a)		49
	3	Waste Connections, Inc. (a)		107
				4,428
		Communications Equipment — 2.8%
	28	3Com Corp. (a)		99
	7	Ariba, Inc. (a) (c)		49
	21	Arris Group, Inc. (a)		196
	3	Audiovox Corp. (a)		44
	9	Avocent Corp. (a)		250
	4	Bel Fuse, Inc., Class B (c)		114
	6	Black Box Corp.		284
	6	C-COR, Inc. (a) (c)		30
	51	CIENA Corp.(a)		150
	11	CommScope, Inc. (a) (c)		229
	3	Comtech Telecommunications Corp. (a)		90
	4	Ditech Communications Corp. (a)		33

SHARES		SECURITY DESCRIPTION	VALUE
		Communications Equipment — Continued
	4	Echelon Corp. (a) (c)	$	34
	14	Extreme Networks, Inc. (a)		66
	5	Finisar Corp. (a) (c)		10
	12	Foundry Networks, Inc. (a) (c)		167
	12	Glenayre Technologies, Inc. (a) (c)		39
	8	Harmonic, Inc. (a) (c)		41
	21	Inter-Tel, Inc. (c)		417
	2	Interdigital Communications Corp. (a)		33
	16	MRV Communications, Inc. (a) (c)		32
	6	Netgear, Inc. (a) (c)		123
	17	Plantronics, Inc. (c)		492
	3	Polycom, Inc. (a)		46
	22	Powerwave Technologies, Inc. (a) (c)		273
	5	Redback Networks, Inc. (a)		72
	8	SafeNet, Inc. (a) (c)		271
	6	Sonus Networks, Inc. (a)		23
	22	Symmetricom, Inc. (a) (c)		184
	10	Tekelec (a) (c)		138
	10	Terayon Communication Systems, Inc. (a)		23
	13	Utstarcom, Inc. (a) (c)		106
	14	Westell Technologies, Inc., Class A (a)		63
				4,221
		Computers & Peripherals — 1.8%
	15	Adaptec, Inc. (a) (c)		90
	7	Advanced Digital Information Corp. (a)		66
	43	Brocade Communications Systems, Inc. (a)		174
	4	Dot Hill Systems Corp. (a)		30
	3	Electronics for Imaging, Inc. (a) (c)		74
	16	Gateway, Inc. (a) (c)		40
	11	Hutchinson Technology, Inc. (a) (c)		321
	4	Hypercom Corp. (a)		28
	10	Imation Corp.		461
	7	Intergraph Corp. (a)		349
	11	Komag, Inc. (a) (c)		391
	35	Maxtor Corp. (a) (c)		242
	4	McData Corp., Class A (a) (c)		16
	4	Palm, Inc. (a) (c)		111
	22	Quantum Corp. (a) (c)		66
	2	Stratasys, Inc. (a) (c)		45
	5	Synaptics, Inc. (a)		111
	3	UNOVA, Inc. (a) (c)		115
				2,730

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS73

JPMorgan U.S. Small Company Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Construction & Engineering — 0.4%
	4	Mas Tec, Inc. (a) (c)	$	38
	7	Quanta Services, Inc. (a) (c)		96
	4	URS Corp. (a)		143
	5	Washington Group International, Inc. (c)		286
				563
		Construction Materials — 0.4%
	3	Ameron International Corp.		150
	4	Eagle Materials, Inc. (c)		502
				652
		Consumer Finance — 1.4%
	3	ACE Cash Express, Inc. (a) (c)		72
	5	Advanta Corp., Class B (c)		162
	4	Asta Funding, Inc. (c)		107
	37	Cash America International, Inc. (c)		863
	10	CompuCredit Corp. (a) (c)		381
	3	First Cash Financial Services, Inc. (a) (c)		79
	2	United PanAm Financial Corp. (a)		62
	11	World Acceptance Corp. (a) (c)		299
				2,025
		Containers & Packaging — 0.4%
	4	Greif, Inc., Class A		278
	10	Silgan Holdings, Inc.		349
				627
		Distributors — 0.2%
	7	WESCO International, Inc. (a)		308
		Diversified Financial Services — 0.7%
	2	Encore Capital Group, Inc. (a) (c)		31
	3	eSpeed, Inc. (a) (c)		22
	16	GATX Corp.		563
	10	Nasdaq Stock Market, Inc. (a)		355
				971
		Diversified Telecommunication Services — 1.3%
	8	Broadwing Corp. (a) (c)		48
	90	Cincinnati Bell, Inc. (a)		315
	12	CT Communications, Inc.		146
	5	Golden Telecom, Inc. (Russia)		138

SHARES		SECURITY DESCRIPTION	VALUE
		Diversified Telecommunication Services — Continued
	73	Level 3 Communications, Inc. (a) (c)	$	209
	87	Premiere Global Services, Inc. (a) (c)		705
	6	Talk America Holdings, Inc. (a)		49
	27	Time Warner Telecom, Inc., Class A (a) (c)		262
				1,872
		Electric Utilities — 0.9%
	4	Black Hills Corp.		152
	22	El Paso Electric Co. (a)		461
	4	Idacorp, Inc. (c)		103
	1	MGE Energy, Inc. (c)		41
	1	UIL Holdings Corp. (c)		60
	15	Unisource Energy Corp.		455
				1,272
		Electrical Equipment — 0.3%
	2	Encore Wire Corp. (a)		43
	9	Evergreen Solar, Inc. (a) (c)		98
	12	General Cable Corp. (a)		231
	4	Power-One, Inc. (a) (c)		22
	4	Valence Technology, Inc. (a) (c)		6
				400
		Electronic Equipment & Instruments — 2.3%
	11	Aeroflex, Inc. (a) (c)		123
	16	Agilysis, Inc.		299
	16	Anixter International, Inc.		642
	11	Bell Microproducts, Inc. (a) (c)		87
	10	Benchmark Electronics, Inc. (a) (c)		346
	7	Brightpoint, Inc. (a)		200
	5	Checkpoint Systems, Inc. (a)		131
	11	CTS Corp. (c)		125
	3	Electro Scientific Industries, Inc. (a)		63
	2	Faro Technologies, Inc. (a) (c)		34
	16	Global Imaging Systems, Inc (a) (c)		547
	7	Itron, Inc. (a)		280
	4	Lexar Media, Inc. (a) (c)		33
	3	MTS Systems Corp.		97
	5	Radisys Corp. (a) (c)		85
	2	Rofin-Sinar Technologies, Inc. (a)		91
	10	Sypris Solutions, Inc.		104
	17	TTM Technologies, Inc. (a) (c)		155
				3,442

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS74

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Energy Equipment & Services — 3.0%
	39	Grey Wolf, Inc. (a)	$	300
	3	Gulf Island Fabrication, Inc.		80
	10	Hanover Compressor Co. (a) (c)		146
	4	Hydril (a)		244
	27	Key Energy Services, Inc. (a) (c)		365
	9	Lone Star Technologies, Inc. (a)		455
	2	Lufkin Industries, Inc. (c)		95
	5	NS Group, Inc. (a)		188
	13	Oceaneering International, Inc. (a) (c)		647
	6	Offshore Logistics, Inc. (a) (c)		166
	5	Oil States International, Inc. (a) (c)		168
	25	Parker Drilling Co. (a)		265
	28	Todco, Class A (a)		1,066
	9	Veritas DGC, Inc. (a)		312
				4,497
		Food & Staples Retailing — 0.6%
	6	Great Atlantic & Pacific Tea Co., Inc. (a) (c)		184
	3	Nash Finch Co. (c)		76
	12	Pantry, Inc. (The) (a)		569
	6	Pathmark Stores, Inc. (a)		58
				887
		Food Products — 1.0%
	19	Chiquita Brands International, Inc. (c)		386
	15	Corn Products International, Inc.		349
	4	Flowers Foods, Inc.		109
	3	J & J Snack Foods Corp.		184
	14	Sanderson Farms, Inc. (c)		439
				1,467
		Gas Utilities — 1.1%
	8	New Jersey Resources Corp. (c)		331
	8	Nicor, Inc. (c)		318
	6	Northwest Natural Gas Co. (c)		202
	7	South Jersey Industries, Inc.		195
	13	Southwest Gas Corp.		338
	9	WGL Holdings, Inc.		271
				1,655

SHARES		SECURITY DESCRIPTION	VALUE
		Health Care Equipment & Supplies — 2.9%
	9	Align Technology, Inc. (a) (c)	$	57
	1	Analogic Corp.		33
	6	Animas Corp. (a)		147
	4	Arrow International, Inc.		113
	7	Arthrocare Corp. (a) (c)		312
	1	Bio-Rad Laboratories, Inc., Class A (a)		85
	4	Biosite, Inc. (a) (c)		231
	11	Conmed Corp. (a)		267
	6	Diagnostic Products Corp. (c)		277
	35	Encore Medical Corp. (a) (c)		173
	3	EPIX Pharmaceuticals, Inc. (a) (c)		13
	3	Immucor, Inc. (a)		73
	6	Integra LifeSciences Holdings Corp. (a) (c)		199
	1	Intuitive Surgical, Inc. (a) (c)		141
	3	Inverness Medical Innovations, Inc. (a) (c)		78
	4	Kyphon, Inc. (a) (c)		160
	7	Mentor Corp. (c)		341
	11	Neurometrix, Inc. (a) (c)		306
	3	Palomar Medical Technologies, Inc. (a) (c)		109
	8	PolyMedica Corp. (c)		271
	22	Steris Corp. (c)		550
	10	SurModics, Inc. (a) (c)		381
				4,317
		Health Care Providers & Services — 4.2%
	8	Alderwoods Group, Inc. (a)		125
	28	Alliance Imaging, Inc. (a) (c)		166
	4	America Service Group, Inc. (a)		60
	15	Andrx Corp. (a) (c)		247
	10	Apria Healthcare Group, Inc. (a)		244
	14	Centene Corp. (a)		378
	11	Computer Programs & Systems, Inc. (c)		475
	2	Dendrite International, Inc. (a)		29
	5	Genesis HealthCare Corp. (a) (c)		168
	13	Kindred Healthcare, Inc. (a) (c)		335
	8	LCA Vision, Inc. (c)		375
	16	Owens & Minor, Inc.		427
	10	Pediatrix Medical Group, Inc. (a)		897
	20	Per-Se Technologies, Inc. (a) (c)		460
	25	PSS World Medical, Inc. (a)		372
	9	Res-Care, Inc. (a)		155
	7	Symbion, Inc. (a) (c)		163

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS75

JPMorgan U.S. Small Company Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES			SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
			Health Care Providers & Services — Continued
	14		Trizetto Group (a)	$	245
	17		United Surgical Partners International, Inc. (a) (c)		558
	13		Ventiv Health, Inc. (a)		316
					6,195
			Hotels, Restaurants & Leisure — 1.7%
	15		Ameristar Casinos, Inc. (c)		338
	19		CKE Restaurants, Inc.		250
	11		Domino's Pizza, Inc.		257
	6		Jack in the Box, Inc. (a)		213
	26		Landry's Restaurants, Inc. (c)		692
	9		Multimedia Games, Inc. (a) (c)		86
	4		O'Charley's, Inc. (a)		57
	5		Rare Hospitality International, Inc. (a)		140
	19		Ruby Tuesday, Inc. (c)		479
	5		Ryan's Restaurant Group, Inc. (a) (c)		57
					2,569
			Household Durables — 1.2%
	—	(h)	CSS Industries, Inc. (c)		6
	7		Jarden Corp. (a)		220
	10		Levitt Corp., Class A (c)		228
	6		Stanley Furniture Co., Inc.		148
	21		Technical Olympic USA, Inc.		453
	21		Tupperware Corp.		475
	12		WCI Communities, Inc. (a) (c)		314
					1,844
			Industrial Conglomerates — 0.4%
	12		Walter Industries, Inc. (c)		590
			Insurance — 3.0%
	3		American Physicians Capital, Inc. (a)		147
	7		Argonaut Group, Inc. (a)		232
	26		Delphi Financial Group, Inc. (c)		1,192
	7		Direct General Corp. (c)		114
	6		LandAmerica Financial Group, Inc. (c)		362
	4		Midland Co. (The) (c)		137
	1		Navigators Group, Inc. (a)		26
	43		PMA Capital Corp., Class A (a)		392
	3		Safety Insurance Group, Inc.		133

SHARES			SECURITY DESCRIPTION	VALUE
			Insurance — Continued
	5		Selective Insurance Group (c)	$	281
	6		Stewart Information Services Corp. (c)		297
	3		United Fire & Casualty Co. (c)		121
	22		Zenith National Insurance Corp.		1,017
					4,451
			Internet & Catalog Retail — 0.3%
	4		GSI Commerce, Inc. (a)		60
	9		Insight Enterprises, Inc. (a) (c)		169
	7		Netflix, Inc. (a) (c)		176
	3		Nutri/System (a) (c)		90
					495
			Internet Software & Services — 2.5%
	—	(h)	aQuantive, Inc. (a)		10
	11		AsiaInfo Holdings, Inc. (a) (c)		44
	4		Blue Coat Systems, Inc. (a) (c)		174
	2		Click Commerce, Inc. (a) (c)		38
	65		CMGI, Inc. (a) (c)		98
	23		CNET Networks, Inc. (a)		342
	5		Digital Insight Corp. (a)		147
	5		Digital River, Inc. (a) (c)		152
	21		Digitas, Inc. (a)		264
	39		EarthLink, Inc. (a)		434
	4		Equinix, Inc. (a) (c)		143
	10		Infospace, Inc. (a) (c)		253
	10		Internet Security Systems (a)		203
	—	(h)	Interwoven, Inc. (a)		3
	7		Ipass, Inc. (a) (c)		47
	6		j2 Global Communications, Inc. (a)		244
	7		Openwave Systems, Inc. (a) (c)		129
	8		RealNetworks, Inc. (a)		61
	12		SupportSoft, Inc. (a)		51
	15		United Online, Inc. (c)		209
	12		ValueClick, Inc. (a) (c)		223
	9		WebEx Communications, Inc. (a) (c)		186
	3		webMethods, Inc. (a)		25
	3		Websense, Inc. (a) (c)		223
					3,703
			Investment Companies — 0.2%
	24		Technology Investment Capital Corp.		366

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS76

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		IT Services — 1.8%
	21	Acxiom Corp.	$	474
	86	BearingPoint, Inc. (a)		677
	23	Ciber, Inc. (a) (c)		149
	5	Covansys Corp. (a) (c)		67
	7	CSG Systems International, Inc. (a)		161
	8	Euronet Worldwide, Inc. (a) (c)		214
	8	Gartner, Inc., Class A (a) (c)		101
	5	Lionbridge Technologies (a) (c)		38
	10	Mantech International Corp., Class A (a)		267
	16	Perot Systems Corp., Class A (a)		231
	5	Startek, Inc. (c)		95
	15	Sykes Enterprises, Inc. (a)		199
	5	Tyler Technologies, Inc. (a) (c)		47
				2,720
		Leisure Equipment & Products — 0.7%
	10	JAKKS Pacific, Inc. (a) (c)		209
	9	K2, Inc. (a) (c)		88
	6	MarineMax, Inc. (a) (c)		186
	11	RC2 Corp. (a)		394
	5	Steinway Musical Instruments, Inc. (a)		128
				1,005
		Machinery — 4.0%
	13	AGCO Corp. (a) (c)		209
	9	Astec Industries, Inc. (a)		305
	11	Barnes Group, Inc.		370
	10	Briggs & Stratton Corp. (c)		384
	6	Cascade Corp. (c)		267
	14	Crane Co.		490
	3	ESCO Technologies, Inc. (a)		151
	10	Flowserve Corp. (a)		376
	6	Greenbrier Cos., Inc. (c)		162
	3	Intevac, Inc.		33
	11	JLG Industries, Inc.		489
	11	Lincoln Electric Holdings, Inc.		440
	10	Manitowoc Co., Inc.		492
	2	Middleby Corp. (a) (c)		138
	5	NACCO Industries, Inc., Class A		539
	8	Reliance Steel & Aluminum Co.		492
	2	Sun Hydraulics, Inc. (c)		31
	2	Tecumseh Products Co., Class A (c)		53

SHARES		SECURITY DESCRIPTION	VALUE
		Machinery — Continued
	5	Valmont Industries, Inc. (c)	$	151
	8	Wabash National Corp. (c)		145
	6	Watts Water Technologies, Inc., Class A		188
				5,905
		Marine — 0.1%
	3	Kirby Corp. (a)		162
		Media — 2.0%
	3	Advo, Inc.		93
	6	Arbitron, Inc. (c)		217
	5	Catalina Marketing Corp. (c)		124
	107	Charter Communications, Inc., Class A (a) (c)		130
	6	Gray Television, Inc.		60
	28	Lodgenet Entertainment Corp. (a)		383
	6	Media General, Inc., Class A		279
	38	Mediacom Communications Corp., Class A (a) (c)		210
	11	Playboy Enterprises, Inc., Class B (a) (c)		147
	10	ProQuest Co. (a) (c)		265
	36	Radio One, Inc., Class D (a) (c)		375
	4	Saga Communications, Inc., Class A (a)		38
	8	Scholastic Corp. (a) (c)		234
	10	Sinclair Broadcast Group, Inc., Class A		95
	6	Valassis Communications, Inc. (a)		163
	13	World Wrestling Entertainment, Inc.		186
				2,999
		Metals & Mining — 2.2%
	4	Chaparral Stell Co. (a)		109
	3	Cleveland-Cliffs, Inc.		292
	31	Commercial Metals Co.		1,169
	3	Metal Management, Inc.		65
	5	NN, Inc.		55
	4	Oregon Steel Mills, Inc. (a) (c)		127
	17	Quanex Corp.		825
	12	Ryerson Tull, Inc. (c)		285
	11	Steel Dynamics, Inc. (c)		401
				3,328

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS77

JPMorgan U.S. Small Company Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Multi-Utilities — 0.6%
	9	Avista Corp. (c)	$	165
	8	NorthWestern Corp.		242
	34	Sierra Pacific Resources (a)		446
				853
		Oil, Gas & Consumable Fuels — 3.3%
	6	ATP Oil & Gas Corp. (a) (c)		215
	4	Callon Petroleum Co. (a)		62
	8	Cimarex Energy Co. (a)		346
	3	Clayton Williams Energy, Inc. (a)		134
	4	Comstock Resources, Inc. (a)		125
	7	Energy Partners Ltd. (a)		159
	7	Frontier Oil Corp.		274
	4	Giant Industries, Inc. (a) (c)		187
	5	Gulfmark Offshore, Inc. (a)		142
	4	Holly Corp.		224
	28	Houston Exploration Co. (a)		1,478
	7	KCS Energy, Inc. (a) (c)		160
	3	Penn Virginia Corp.		178
	3	Remington Oil & Gas Corp. (a)		113
	11	St. Mary Land & Exploration Co.		386
	6	Stone Energy Corp. (a)		290
	6	Swift Energy Co. (a) (c)		266
	3	World Fuel Services Corp. (c)		98
				4,837
		Personal Products — 0.2%
	2	Parlux Fragrances, Inc. (a) (c)		49
	13	Playtex Products, Inc. (a)		182
				231
		Pharmaceuticals — 1.7%
	35	Adolor Corp. (a) (c)		508
	7	Alpharma, Inc., Class A		188
	19	AtheroGenics, Inc. (a) (c)		383
	116	AVANIR Pharmaceuticals, Class A (a)		398
	4	Bentley Pharmaceuticals, Inc. (a)		57
	46	Cypress Bioscience, Inc. (a) (c)		268
	12	Durect, Corp. (a)		60
	8	Medicis Pharmaceutical Corp., Class A (c)		266
	2	Par Pharmaceutical Cos, Inc. (a) (c)		60
	3	Salix Pharmaceuticals Ltd. (a)		44
	12	Theravance, Inc. (a)		259
				2,491

SHARES		SECURITY DESCRIPTION	VALUE
		Real Estate — 7.9%
	19	American Home Mortgage Investment Corp. REIT (c)	$	634
	20	Anthracite Capital, Inc., REIT (c)		210
	15	Ashford Hospitality Trust, Inc. REIT		162
	6	Bluegreen Corp. (a)		87
	4	Boykin Lodging Co. REIT (a)		44
	4	Brandywine Realty Trust REIT		109
	9	Entertainment Properties Trust REIT		346
	18	Equity Inns, Inc. REIT		245
	13	FelCor Lodging Trust, Inc. REIT		219
	6	First Potomac Realty Trust REIT (m)		152
	9	Glimcher Realty Trust REIT (c)		221
	7	Impac Mortgage Holdings, Inc. REIT (c)		69
	39	Innkeepers USA Trust REIT		627
	7	Jones Lang LaSalle, Inc.		337
	22	Kilroy Realty Corp. REIT (c)		1,380
	4	LaSalle Hotel Properties REIT (c)		162
	29	Lexington Corporate Properties Trust REIT		621
	24	LTC Properties, Inc. REIT (c)		494
	43	Meristar Hospitality Corp. REIT (a)		399
	17	MFA Mortgage Investments, Inc. REIT		99
	26	Mid-America Apartment Communities, Inc. REIT		1,271
	3	National Health Investors, Inc. REIT		80
	7	Novastar Financial, Inc. REIT (c)		183
	18	Pennsylvania Real Estate Investment Trust REIT (c)		657
	21	Post Properties, Inc. REIT		827
	25	RAIT Investment Trust REIT		645
	12	Saul Centers, Inc. REIT		426
	29	Sunstone Hotel Investors, Inc. REIT		781
	6	Taubman Centers, Inc. REIT		222
				11,709
		Road & Rail — 1.9%
	3	Amerco, Inc. (a) (c)		245
	4	Arkansas Best Corp. (c)		188
	12	Dollar Thrifty Automotive Group, Inc. (a) (c)		422
	1	Frozen Food Express Industries (a)		15
	15	Genesee & Wyoming, Inc., Class A (a)		575
	2	Marten Transport Ltd. (a) (c)		30

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS78

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Road & Rail — Continued
	5	Old Dominion Freight Line (a)	$	140
	16	RailAmerica, Inc. (a)		172
	19	SCS Transportation, Inc. (a)		412
	12	Sirva, Inc. (a)		96
	11	U.S. Xpress Enterprises, Inc., Class A (a)		183
	2	USA Truck, Inc. (a)		61
	16	Werner Enterprises, Inc. (c)		307
				2,846
		Semiconductors & Semiconductor Equipment — 5.1%
	4	Actel Corp. (a)		55
	6	ADE Corp. (a) (c)		144
	13	Advanced Energy Industries, Inc. (a) (c)		150
	19	AMIS Holdings, Inc. (a)		203
	30	Amkor Technology, Inc. (a) (c)		168
	21	Applied Micro Circuits Corp. (a)		53
	14	Asyst Technologies, Inc. (a)		79
	58	Atmel Corp. (a) (c)		180
	4	ATMI, Inc. (a) (c)		98
	8	August Technology Corp. (a)		89
	13	Axcelis Technologies, Inc. (a)		61
	4	Brooks Automation, Inc. (a) (c)		46
	7	Cabot Microelectronics Corp. (a)		211
	21	Cirrus Logic, Inc. (a) (c)		140
	8	Cohu, Inc.		174
	68	Conexant Systems, Inc. (a)		154
	10	Credence Systems Corp. (a) (c)		71
	8	Cymer, Inc. (a)		288
	16	Cypress Semiconductor Corp. (a) (c)		231
	6	Diodes, Inc. (a) (c)		194
	4	DSP Group, Inc. (a)		103
	14	Entegris, Inc. (a)		134
	4	Exar Corp. (a)		48
	7	Fairchild Semiconductor International, Inc. (a)		122
	3	Genesis Microchip, Inc. (a) (c)		60
	9	Integrated Device Technology, Inc. (a)		115
	5	Integrated Silicon Solutions, Inc. (a) (c)		32
	12	IXYS Corp. (a)		137
	4	Kopin Corp. (a) (c)		22
	14	Kulicke & Soffa Industries, Inc. (a) (c)		124

SHARES		SECURITY DESCRIPTION	VALUE
		Semiconductors & Semiconductor Equipment — Continued
	9	Lattice Semiconductor Corp. (a) (c)	$	40
	11	LTX Corp. (a)		49
	12	Mattson Technology, Inc. (a)		119
	17	Micrel, Inc. (a)		193
	12	Microsemi Corp. (a) (c)		328
	15	MIPS Technologies, Inc. (a)		85
	4	MKS Instruments, Inc. (a)		64
	13	Omnivision Technologies, Inc. (a) (c)		259
	61	ON Semiconductor Corp. (a)		335
	13	Photronics, Inc. (a) (c)		200
	7	Pixelworks, Inc. (a) (c)		35
	19	PMC-Sierra, Inc. (a)		145
	4	Power Integrations, Inc. (a)		83
	11	Rambus, Inc. (a)		176
	35	RF Micro Devices, Inc. (a) (c)		187
	2	Semitool, Inc. (a) (c)		22
	9	Semtech Corp. (a) (c)		161
	8	Sigmatel, Inc. (a) (c)		107
	17	Silicon Image, Inc. (a)		154
	7	Silicon Laboratories, Inc. (a)		271
	12	Silicon Storage Technology, Inc. (a) (c)		61
	24	Skyworks Solutions, Inc. (a)		122
	4	Standard Microsystems Corp. (a) (c)		100
	3	Supertex, Inc. (a)		124
	6	Tessera Technologies, Inc. (a)		142
	2	Ultratech, Inc. (a) (c)		31
	4	Varian Semiconductor Equipment Associates, Inc. (a)		180
	33	Vitesse Semiconductor Corp. (a) (c)		63
	5	Zoran Corp. (a)		76
				7,598
		Software — 2.7%
	2	Ansoft Corp. (a)		51
	4	Ansys, Inc. (a) (c)		171
	10	Aspen Technology, Inc. (a) (c)		75
	7	Borland Software Corp. (a)		45
	6	Epicor Software Corp. (a)		83
	5	EPIQ Systems, Inc. (a) (c)		85
	5	Factset Research Systems, Inc. (c)		185
	3	Filenet Corp. (a)		88

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS79

JPMorgan U.S. Small Company Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Software — Continued
	8	Informatica Corp. (a)	$	96
	2	Intervideo, Inc. (a)		18
	2	InterVoice, Inc. (a) (c)		18
	6	JDA Software Group, Inc. (a)		100
	3	Kronos, Inc. (a)		113
	3	Macrovision Corp. (a)		52
	7	Magma Design Automation, Inc. (a)		60
	5	Manhattan Associates, Inc. (a)		107
	6	Mapinfo Corp. (a)		76
	10	Mentor Graphics Corp. (a)		107
	4	MicroStrategy, Inc. (a) (c)		315
	4	MRO Software, Inc. (a)		49
	52	Parametric Technology Corp. (a)		316
	1	Pegasystems, Inc. (a)		10
	13	Phoenix Technologies Ltd. (a) (c)		81
	17	Progress Software Corp. (a)		490
	2	Quality Systems, Inc. (a) (c)		138
	4	Quest Software, Inc. (a)		56
	26	Secure Computing Corp. (a)		316
	1	SPSS, Inc. (a)		43
	4	Talx Corp. (c)		162
	7	TIBCO Software, Inc. (a)		55
	2	TradeStation Group, Inc. (a)		25
	9	Transaction Systems Architechs, Inc. (a)		259
	10	Wind River Systems, Inc. (a) (c)		152
				3,997
		Specialty Retail — 5.5%
	63	Aaron Rents, Inc. (c)		1,321
	18	Asbury Automotive Group, Inc. (a)		296
	4	Big 5 Sporting Goods Corp.		83
	4	Build-A-Bear Workshop, Inc. (a) (c)		115
	3	Building Material Holding Corp. (c)		205
	2	Burlington Coat Factory Warehouse Corp.		96
	77	Charming Shoppes, Inc. (a) (c)		1,018
	8	Children's Place, Inc. (a) (c)		375
	14	Dress Barn, Inc. (a) (c)		552
	2	GameStop Corp. (c)		58
	9	Genesco, Inc. (a) (c)		330
	26	Guess?, Inc. (a)		908
	7	HOT Topic, Inc. (a) (c)		93
	10	Lithia Motors, Inc., Class A (c)		300

SHARES		SECURITY DESCRIPTION	VALUE
		Specialty Retail — Continued
	10	Movie Gallery, Inc. (c)	$	58
	20	Pacific Sunwear of California, Inc. (a) (c)		486
	10	Petco Animal Supplies, Inc. (a) (c)		226
	9	Select Comfort Corp. (a) (c)		249
	4	Sonic Automotive, Inc.		85
	3	Sports Authority, Inc. (The) (a) (c)		93
	9	Stage Stores, Inc. (c)		265
	19	Stein Mart, Inc.		343
	17	Too, Inc. (a)		488
	4	United Auto Group, Inc. (c)		168
				8,211
		Textiles, Apparel & Luxury Goods — 1.1%
	4	Brown Shoe Co., Inc. (c)		148
	2	Deckers Outdoor Corp. (a) (c)		61
	3	DHB Industries, Inc. (a)		15
	14	K-Swiss, Inc., Class A		441
	9	Kenneth Cole Productions, Inc., Class A (c)		217
	8	Movado Group, Inc.		150
	2	Oxford Industries, Inc. (c)		98
	4	Russell Corp.		50
	13	Skechers U.S.A., Inc., Class A (a)		199
	7	Unifirst Corp.		221
				1,600
		Thrifts & Mortgage Finance — 3.3%
	9	Accredited Home Lenders Holding Co. (a) (c)		436
	30	BankAtlantic Bancorp, Inc., Class A		426
	4	Commercial Capital Bancorp, Inc. (c)		63
	17	Corus Bankshares, Inc. (c)		940
	4	Dime Community Bancshares		55
	1	Federal Agricultural Mortgage Corp., Class C (c)		33
	15	First Niagara Financial Group, Inc.		224
	3	First Place Financial Corp.		60
	4	FirstFed Financial Corp. (a) (c)		207
	9	Flagstar Bancorp, Inc. (c)		130
	13	Fremont General Corp.		311
	5	Gibraltar Industries, Inc.		122
	3	ITLA Capital Corp. (a) (c)		151
	17	Partners Trust Financial Group, Inc.		205

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS80

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Thrifts & Mortgage Finance — Continued
	16	Provident New York Bancorp (c)	$	181
	27	R&G Financial Corp., Class B (c)		359
	11	Sterling Financial Corp.		282
	50	W Holding Co., Inc.		409
	5	WSFS Financial Corp.		325
				4,919
		Tobacco — 0.4%
	34	Alliance One International, Inc. (c)		132
	12	Universal Corp. (c)		520
				652
		Trading Companies & Distributors — 1.6%
	53	Applied Industrial Technologies, Inc.		1,773
	16	Hughes Supply, Inc.		584
	3	Nuco2, Inc. (a) (c)		95
				2,452
		Wireless Telecommunication Services — 0.5%
	15	Centennial Communications Corp. (a)		234
	70	Dobson Communications Corp. (a)		524
	5	InPhonic, Inc. (a) (c)		40
				798
		Total Common Stocks (Cost $129,066)		154,142
Short-Term Investment — 1.3%
		Investment Company — 1.1%
	1,656	JPMorgan Prime Money Market Fund (b) (m)		1,656
PRINCIPAL AMOUNT
		U.S. Treasury Obligation — 0.2%
$	265	U.S. Treasury Note, 2.88%, 11/30/06 (k)		261
		Total Short-Term Investments (Cost $1,918)		1,917

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Investments of Cash Collateral for Securities Loaned — 26.1%
		Certificates of Deposit — 2.2%
$	1,800	Royal Bank of Canada, FRN, 4.30%, 11/13/06	$	1,800
	1,500	Wells Fargo Bank San Francisco, 4.30%, 1/27/06		1,500
				3,300
		Corporate Notes — 6.5%
	1,000	Alliance and Leister plc, FRN, 4.33, 01/30/07		1,000
	1,800	American Express Credit Corp., FRN, 4.36%, 06/12/07		1,800
	1,000	Bank of America, FRN, 4.31%, 11/07/06		1,000
	1,802	General Electric Capital Corp., FRN, 4.30%, 05/12/06		1,802
	1,000	K2(USA) LLC, 4.35%, 02/15/06		1,000
	1,000	Liberty Lighthouse U.S. Capital, FRN, 4.34%, 10/24/06		1,000
	1,003	Links Finance LLC, FRN, 4.29%, 10/06/06		1,003
	1,000	Sigma Finance Inc., FRN, 4.37%, 10/24/07		1,000
				9,605
		Repurchase Agreements — 17.4%
	4,372	Bank of America Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $4,374, collateralized by U.S. Government Agency Mortgages.		4,372
	7,500	Lehman Brothers Inc., FRN, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $7,503, collateralized by U.S. Government Agency Mortgages.		7,500
	7,500	Morgan Stanley & Co., Inc., 4.27%, dated 12/30/05, due 01/03/06, repurchase price $7,503, collateralized by U.S. Government Agency Mortgages.		7,500

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS81

JPMorgan U.S. Small Company Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

PRINCIPAL AMOUNT		SECURITY DESCRIPTION	VALUE
Short-Term Investments — continued
$	6,500	UBS Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $6,503, collateralized by U.S. Government Agency Mortgages.	$	6,500
				25,872
		Total Investments of Cash Collateral for Securities Loaned (Cost $38,777)		38,777
		Total Investments — 131.0% (Cost $169,761)		$194,836
		Liabilities in Excess of Other Assets — (31.0)%		(46,143	)
		NET ASSETS — 100.0%	$	148,693

Percentages indicated are based on net assets.

Futures Contracts

(Amounts in thousands, except for number of contracts)

NUMBER OF CONTRACTS				DESCRIPTION				EXPIRATION DATE				NOTIONAL VALUE AT 12/31/05 (USD)				UNREALIZED (DEPRECIATION) (USD)
	12			Russell 2000 Index				March, 2006				$	4,070			$	(56	)

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS82

JPMorgan Value Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — 94.9%
		Common Stocks — 94.9%
		Building Products — 2.9%
	125	Griffon Corp. (a)	$	2,976
		Capital Markets — 0.9%
	43	E*Trade Financial Corp. (a)		897
		Chemicals — 2.2%
	60	Albemarle Corp.		2,301
		Commercial Banks — 6.1%
	9	M&T Bank Corp.		982
	70	North Fork Bancorp, Inc.		1,915
	10	SunTrust Banks, Inc.		728
	60	U.S. Bancorp		1,793
	15	Wells Fargo & Co.		942
				6,360
		Commercial Services & Supplies — 1.6%
	50	CCE Spinco, Inc. (a)		655
	25	Pitney Bowes, Inc.		1,056
				1,711
		Construction & Engineering — 0.5%
	10	Hanson plc (United Kingdom)		549
		Construction Materials — 1.7%
	30	Cemex S.A. de C.V. (Mexico) ADR		1,780
		Consumer Finance — 1.0%
	40	MBNA Corp.		1,086
		Diversified Telecommunication Services — 6.6%
	10	Alltel Corp.		631
	25	CenturyTel, Inc.		829
	100	Commonwealth Telephone Enterprises, Inc.		3,377
	160	Consolidated Communications Holdings, Inc.		2,078
				6,915
		Food & Staples Retailing — 1.7%
	30	CVS Corp.		793
	100	Pathmark Stores, Inc. (a)		999
				1,792

SHARES			SECURITY DESCRIPTION	VALUE
			Gas Utilities — 1.2%
	60		UGI Corp.	$	1,236
			Health Care Providers & Services — 0.8%
	15		Coventry Health Care, Inc. (a)		854
			Hotels, Restaurants & Leisure — 4.3%
	60		AFC Enterprises, Inc.(a)		907
	50		Hilton Hotels Corp.		1,206
	15		McDonald's Corp.		506
	45		Outback Steakhouse, Inc.		1,872
					4,491
			Household Durables — 1.6%
	60		WCI Communities, Inc. (a)		1,611
			Industrial Conglomerates — 3.6%
	25		Carlisle Cos., Inc.		1,729
	40		Walter Industries, Inc.		1,989
					3,718
			Insurance — 10.2%
	55		Assurant, Inc.		2,392
	—	(h)	Berkshire Hathaway, Inc., Class A (a)		1,950
	20		Genworth Financial, Inc., Class A		692
	45		IPC Holdings Ltd. (Bermuda)		1,232
	15		Loews Corp.		1,423
	60		ProAssurance Corp. (a)		2,918
					10,607
			Marine — 1.4%
	75		Seaspan Corp. (China)		1,481
			Media — 8.7%
	120		Citadel Broadcasting Corp.		1,613
	80		Clear Channel Communications, Inc.		2,516
	35		Gannett Co., Inc.		2,120
	70		Liberty Media Corp., Class A (a)		551
	3		Washington Post Co. (The), Class B		2,295
					9,095

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS83

JPMorgan Value Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005

(Amounts in thousands)

(CONTINUED)

SHARES		SECURITY DESCRIPTION	VALUE
Long-Term Investments — continued
		Multiline Retail — 2.2%
	20	Sears Holdings Corp. (a)	$	2,311
		Oil, Gas & Consumable Fuels — 9.0%
	80	Devon Energy Corp.		5,003
	25	Kinder Morgan, Inc.		2,299
	20	Teekay Shipping Corp. (Bahamas)		798
	55	Williams Cos., Inc.		1,274
				9,374
		Paper & Forest Products — 1.1%
	20	MeadWestvaco Corp.		561
	20	Neenah Paper, Inc.		560
				1,121
		Real Estate — 9.2%
	75	Agree Realty Corp. REIT		2,167
	20	First Industrial Realty Trust, Inc. REIT		770
	50	National Health Investors, Inc. REIT		1,298
	25	Sun Communities, Inc. REIT		785
	120	W.P. Carey & Co. LLC		3,043
	50	Washington Real Estate Investment Trust REIT		1,518
				9,581
		Software — 1.0%
	40	Microsoft Corp.		1,046
		Specialty Retail — 6.4%
	35	AutoZone, Inc. (a)		3,211
	15	Best Buy Co., Inc.		652
	63	Limited Brands, Inc.		1,408
	60	TJX Cos., Inc.		1,394
				6,665

SHARES		SECURITY DESCRIPTION	VALUE
		Textiles, Apparel & Luxury Goods — 5.1%
	35	Columbia Sportswear Co. (a)	$	1,671
	66	V.F. Corp.		3,652
				5,323
		Thrifts & Mortgage Finance — 2.9%
	15	Freddie Mac		980
	31	Golden West Financial Corp.		2,046
				3,026
		Wireless Telecommunication Services — 1.0%
	20	U.S. Cellular Corp. (a)		988
		Total Common Stocks (Cost $96,567)		98,895
Short-Term Investment — 4.0%
		Investment Company — 4.0%
	4,141	JPMorgan Prime Money Market Fund (b) (m) (Cost $4,141)		4,141
		Total Investments — 98.9% (Cost $100,708)		$103,036
		Other Assets in Excess of Liabilities — 1.1%		1,129
		NET ASSETS — 100.0%	$	104,165

Percentages indicated are based on net assets.

Abbreviations:

(a) — Non-income producing security.

(b) — Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by J.P. Morgan Investment Management Inc.

(c) — Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction.

(h) — Amount rounds to less than one thousand.

(k) — Security is fully or partially segregated with the broker as collateral for futures or with brokers as initial margin for futures contracts.

(m) — All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements.

ADR — American Depositary Receipt

FRN — Floating Rate Note. The rate shown is the rate in effect as of December 31, 2005.

REIT — Real Estate Investment Trust

USD — United States Dollar

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS84

JPMorgan Funds

STATEMENT OF ASSETS
AND LIABILITIES AS OF DECEMBER 31, 2005

(Amounts in thousands, except per share amounts)

	Capital Growth Fund		Dynamic Small Cap Fund		Growth Advantage Fund*		Micro Cap Fund			Mid Cap Equity Fund
ASSETS:
Investments in non-affiliates, at value	$	848,415	$	219,964	$	64,975	$	5,068		$	282,239
Investments in affiliates, at value		7,923		5,290		409		99			4,875
Total investment securities, at value		856,338		225,254		65,384		5,167			287,114
Cash		21		—		3		—			11
Receivables:
Investment securities sold		2,092		16		7		5			364
Fund shares sold		6,707		1,531		370		—			767
Interest and dividends		217		36		24		1			293
Due from advisor		—		—		—		17			—
Total Assets		865,375		226,837		65,788		5,190			288,549
LIABILITIES:
Payables:
Investment securities purchased		419		—		54		—	(a)		1,414
Collateral for securities lending program		77,753		42,643		9,062		—			18,220
Fund shares redeemed		893		1,623		513		—			81
Accrued liabilities:
Investment advisory fees		267		8		10		—			151
Administration fees		68		13		3		—			21
Shareholder servicing fees		167		28		3		—			21
Distribution fees		132		71		13		1			—
Custodian and accounting fees		11		3		—		5			4
Trustees' fees - deferred compensation plan		42		6		1		—	(a)		5
Other		143		98		33		26			50
Total Liabilities		79,895		44,493		9,692		32			19,967
NET ASSETS:	$	785,480	$	182,344	$	56,096	$	5,158		$	268,582

(a) Amount rounds to less than $1,000.

* Prior to August 17, 2005, the Fund was named Mid Cap Growth Fund

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS85

JPMorgan Funds

STATEMENT OF ASSETS
AND LIABILITIES (CONTINUED) AS OF DECEMBER 31, 2005

(Amounts in thousands, except per share amounts)

	Capital Growth Fund			Dynamic Small Cap Fund			Growth Advantage Fund*			Micro Cap Fund			Mid Cap Equity Fund
NET ASSETS:
Paid in capital	$	650,575		$	160,522		$	292,658		$	4,999		$	214,860
Accumulated undistributed (distributions in excess of) net investment income		(42	)		(6	)		(1	)		—			5	��
Accumulated net realized gains (losses) from investments and futures		12,657			(937	)		(245,138	)		33			3,655
Net unrealized appreciation (depreciation) from investments and futures		122,290			22,765			8,577			126			50,062
Total Net Assets	$	785,480		$	182,344		$	56,096		$	5,158		$	268,582
Net Assets:
Class A	$	458,716		$	75,940		$	54,737		$	516		$	—
Class B	$	34,126		$	41,440		$	1,359		$	—		$	—
Class C	$	17,120		$	43,211		$	—		$	515		$	—
Select Class	$	275,518		$	21,753		$	—		$	4,127		$	268,582
Total	$	785,480		$	182,344		$	56,096		$	5,158		$	268,582
Outstanding units of beneficial interest (shares) ($0.0001/$0.001(c) par value; unlimited number of shares authorized):
Class A		11,722			4,191			8,623			33			—
Class B		951			2,442			223			—			—
Class C		485			2,550			—			33			—
Select Class		6,662			1,166			—			267			8,171
Total		19,820			10,349			8,846			333			8,171
NET ASSET VALUE:
Class A - Redemption price per share	$	39.13		$	18.12		$	6.35		$	15.47		$	—
Class B - Offering price per share (b)	$	35.89		$	16.97		$	6.08		$	—		$	—
Class C - Offering price per share (b)	$	35.32		$	16.95		$	—		$	15.46		$	—
Select Class - Offering and redemption price per share	$	41.36		$	18.65		$	—		$	15.48		$	32.87
Class A maximum sales charge		5.25	%		5.25	%		5.25	%		5.25	%		—
Class A Maximum Public Offering Price Per Share (net asset value per share/100% - maximum sales charge)	$	41.30		$	19.12		$	6.70		$	16.33		$	—
Cost of investments	$	734,048		$	202,489		$	56,807		$	5,041		$	237,052
Market value of securities on loan	$	75,732		$	41,718		$	8,800		$	—		$	17,762

* Prior to August 17, 2005, the Fund was named Mid Cap Growth Fund

(a) Amount rounds to less than $1,000.

(b) Redemption price for Class B and Class C Shares varies based upon length of time the shares are held.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS86

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF ASSETS
AND LIABILITIES (CONTINUED) AS OF DECEMBER 31, 2005

(Amounts in thousands, except per share amounts)

	Mid Cap Value Fund		Small Cap Core Fund**		Small Cap Equity Fund		U.S. Small Company Fund		Value Advantage Fund
ASSETS:
Investments in non-affiliates, at value	$	7,175,313	$	992,312	$	561,933	$	167,308	$	98,895
Investments in affiliates, at value		434,249		19,411		24,904		1,656		4,141
Repurchase agreements, at value		—		—		—		25,872		—
Total investment securities, at value		7,609,562		1,011,723		586,837		194,836		103,036
Cash		442		40		35		283		273
Receivables:
Investment securities sold		509		889		—		2,493		—
Fund shares sold		14,616		795		2,545		445		1,654
Interest and dividends		13,191		882		559		171		218
Prepaid expenses and other assets		—		—		—		—		1
Total Assets		7,638,320		1,014,329		589,976		198,228		105,182
LIABILITIES:
Payables:
Investment securities purchased		166,258		—		10,425		—		803
Collateral for securities lending program		417,693		197,606		97,572		38,777		—
Fund shares redeemed		31,316		160		891		10,558		82
Variation margin on futures contracts		—		48		—		14		—
Accrued liabilities:
Investment advisory fees		2,534		460		266		66		45
Administration fees		572		58		15		13		6
Shareholder servicing fees		1,094		22		50		18		21
Distribution fees		1,284		—		62		—		44
Custodian and accounting fees		47		24		8		33		16
Trustees' fees - deferred compensation plan		2		16		25		1		—	(a)
Other		717		30		120		55		—
Total Liabilities		621,517		198,424		109,434		49,535		1,017
NET ASSETS:	$	7,016,803	$	815,905	$	480,542	$	148,693	$	104,165

(a) Amount rounds to less than $1,000.

** Prior to February 19, 2005, the Fund was named Trust Small Cap Equity.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS87

JPMorgan Funds

STATEMENT OF ASSETS
AND LIABILITIES (CONTINUED) AS OF DECEMBER 31, 2005

(Amounts in thousands, except per share amounts)

	Mid Cap Value Fund			Small Cap Core Fund**			Small Cap Equity Fund			U.S. Small Company Fund		Value Advantage Fund
NET ASSETS:
Paid in capital	$	6,244,958		$	743,912		$	378,979		$	122,763	$	102,272
Accumulated undistributed (distributions in excess of) net investment income		(2	)		(17	)		(15	)		236		23
Accumulated net realized gains (losses) from investments and futures		34,891			(2,006	)		3,159			675		(458	)
Net unrealized appreciation (depreciation) from investments and futures		736,956			74,016			98,419			25,019		2,328
Total Net Assets	$	7,016,803		$	815,905		$	480,542		$	148,693	$	104,165
Net Assets:
Class A	$	2,822,767		$	—		$	209,321		$	—	$	45,163
Class B	$	233,396		$	—		$	17,106		$	—	$	—
Class C	$	822,366		$	—		$	10,678		$	—	$	55,875
Select Class	$	1,222,881		$	815,905		$	243,437		$	102,003	$	3,107
Institutional Class	$	1,915,393		$	—		$	—		$	46,690	$	20
Total	$	7,016,803		$	815,905		$	480,542		$	148,693	$	104,165
Outstanding units of beneficial interest (shares) ($0.0001/$0.001(c) par value; unlimited number of shares authorized):
Class A		121,229			—			7,958			—		2,844
Class B		10,212			—			730			—		—
Class C		35,909			—			456			—		3,525
Select Class		52,164			18,547			8,642			7,886		195
Institutional Class		81,228			—			—			3,611		1
Total		300,742			18,547			17,786			11,497		6,565

** Prior to February 19, 2005, the Fund was named Trust Small Cap Equity.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS88

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF ASSETS
AND LIABILITIES (CONTINUED) AS OF DECEMBER 31, 2005

(Amounts in thousands, except per share amounts)

	Mid Cap Value Fund			Small Cap Core Fund**		Small Cap Equity Fund			U.S. Small Company Fund		Value Advantage Fund
NET ASSET VALUE:
Class A - Redemption price per share	$	23.28		$	—	$	26.30		$	—	$	15.88
Class B - Offering price per share (a)	$	22.86		$	—	$	23.44		$	—	$	—
Class C - Offering price per share (a)	$	22.90		$	—	$	23.43		$	—	$	15.85
Select Class - Offering and redemption price per share	$	23.44		$	43.99	$	28.17		$	12.94	$	15.91
Institutional Class - Offering and redemption price per share	$	23.58		$	—	$	—		$	12.93	$	15.83
Class A maximum sales charge		5.25	%		—		5.25	%		—		5.25	%
Class A Maximum Public Offering Price Per Share (net asset value per share/100% - maximum sales charge)	$	24.57		$	—	$	27.76		$	—	$	16.76
Cost of investments	$	6,872,606		$	937,329	$	488,418		$	169,761	$	100,708
Market value of securities on loan	$	407,858		$	191,941	$	94,938		$	37,571	$	—

(a) Redemption price for Class B and Class C Shares varies based upon length of time the shares are held.

** Prior to February 19, 2005, the Fund was named Trust Small Cap Equity.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS89

JPMorgan Funds

STATEMENT OF
OPERATIONS FOR THE PERIOD ENDED DECEMBER 31, 2005

(Amounts in thousands)

	Capital Growth Fund			Dynamic Small Cap Fund			Growth Advantage Fund(c)			Micro Cap Fund(d)			Mid Cap Equity Fund
INVESTMENT INCOME:
Dividend income	$	3,549		$	352		$	260		$	1		$	2,758
Dividend income from affiliates (a)		451			124			20			1			215
Income from securities lending (net)		91			121			8			—			15
Foreign taxes withheld		(6	)		(2	)		(1	)		—			(5	)
Total investment income		4,085			595			287			2			2,983
EXPENSES:
Investment advisory fees		2,864			1,143			344			11			1,633
Administration fees		798			197			59			1			280
Distribution fees:
Class A		1,098			176			126			—	(b)		—
Class B		298			388			20			—			—
Class C		84			279			—			1			—
Shareholder servicing fees:
Class A		1,098			177			126			—	(b)		—
Class B		99			129			6			—			—
Class C		28			93			—			—	(b)		—
Select Class		565			41			—			2			628
Custodian and accounting fees		64			45			41			5			50
Interest expense		—			1			1			—			6
Professional fees		52			44			43			22			40
Trustees' fees		13			3			1			—	(b)		3
Printing and mailing costs		108			72			46			1			25
Registration and filing fees		58			52			18			1			17
Transfer agent fees		754			493			86			2			17
Other		26			1			25			1			14
Total expenses		8,007			3,334			942			47			2,713
Less amounts waived		—			(264	)		(208	)		(14	)		(444	)
Less earnings credits		(2	)		(2	)		—	(b)		—			(2	)
Less expense reimbursements		(1	)		—			—			(20	)		—
Net expenses		8,004			3,068			734			13			2,267
Net Investment Income (Loss)		(3,919	)		(2,473	)		(447	)		(11	)		716

(b) Amount rounds to less than $1,000.

(d) Commencement of operations was October 31, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS90

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF
OPERATIONS (CONTINUED) FOR THE PERIOD ENDED DECEMBER 31, 2005

(Amounts in thousands)

	Capital Growth Fund		Dynamic Small Cap Fund			Growth Advantage Fund(b)			Micro Cap Fund(c)		Mid Cap Equity Fund
REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments	$	55,475	$	16,807		$	8,398		$	43	$	25,609
Change in net unrealized appreciation (depreciation) of:
Investments		19,484		(6,041	)		(2,867	)		126		(2,188	)
Net realized/unrealized gains (losses)		74,959		10,766			5,531			169		23,421
Change in net assets resulting from operations	$	71,040	$	8,293		$	5,084		$	158	$	24,137
(a) Includes reimbursements of investment advisory, administration and shareholder servicing fees		$23		$7			$1			$—		$12

(b) Prior to August 17, 2005, the Fund was named Mid Cap Growth Fund

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS91

JPMorgan Funds

STATEMENT OF
OPERATIONS (CONTINUED) FOR THE PERIOD ENDED DECEMBER 31, 2005

(Amounts in thousands)

	Mid Cap Value Fund			Small Cap Core Fund(c)			Small Cap Equity Fund			U.S. Small Company Fund			Value Advantage Fund(d)
INVESTMENT INCOME:
Dividend income	$	97,448		$	8,461		$	3,618		$	2,010		$	782
Dividend income from affiliates (a)		7,596			689			532			106			110
Interest income		—			60			—			9			—
Income from securities lending (net)		394			685			74			20			—
Foreign taxes withheld		(161	)		(12	)		—			(3	)		—
Total investment income		105,277			9,883			4,224			2,142			892
EXPENSES:
Investment advisory fees		38,675			5,386			2,610			1,073			259
Administration fees		6,479			929			446			202			42
Distribution fees:
Class A		5,680			—			403			—			41
Class B		1,645			—			109			—			—
Class C		5,575			—			27			—			164
Shareholder servicing fees:
Class A		5,680			—			403			—			41
Class B		548			—			37			—			—
Class C		1,858			—			9			—			54
Select Class		2,533			2,072			555			292			4
Institutional Class		1,659			—			—			62			—	(b)
Custodian and accounting fees		319			144			29			138			51
Interest expense		—			—			1			2			—
Professional fees		161			56			54			53			59
Trustees' fees		61			12			9			2			1
Printing and mailing costs		884			39			71			24			26
Registration and filing fees		878			113			53			33			80
Transfer agent fees		4,509			10			284			42			23
Other		360			30			37			10			7
Total expenses		77,504			8,791			5,137			1,933			852
Less amounts waived		(9,500	)		(2,157	)		(729	)		(235	)		(140	)
Less earnings credits		(16	)		(4	)		(1	)		—			(14	)
Less expense reimbursements		(18	)		—			—			—			(97	)
Net expenses		67,970			6,630			4,407			1,698			601
Net Investment Income (Loss)		37,307			3,253			(183	)		444			291

(b) Amount rounds to less than $1,000.

(d) Commencement of operations was March 1, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS92

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF
OPERATIONS (CONTINUED) FOR THE PERIOD ENDED DECEMBER 31, 2005

(Amounts in thousands)

	Mid Cap Value Fund		Small Cap Core Fund(b)			Small Cap Equity Fund		U.S. Small Company Fund			Value Advantage Fund(c)
REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments	$	196,320	$	11,584		$	41,601	$	14,189		$	663
Futures		—		241			—		75			—
Change in net unrealized appreciation (depreciation) of:
Investments		287,118		13,706			7,373		(8,794	)		2,328
Futures		—		(1,024	)		—		(179	)		—
Net realized/unrealized gains (losses)		483,438		24,507			48,974		5,291			2,991
Change in net assets resulting from operations	$	520,745	$	27,760		$	48,791	$	5,735		$	3,282
(a) Includes reimbursements of investment advisory, administration and shareholder servicing fees		$420		$38			$29		$6			$5

(b) Prior to February 19, 2005, the Fund was named Trust Small Cap Equity.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS93

JPMorgan Funds

STATEMENT OF CHANGES
IN NET ASSETS FOR THE PERIODS INDICATED

(Amounts in thousands)

	Capital Growth						Dynamic Small Cap
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
CHANGE IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	(3,919	)	$	(3,194	)	$	(2,473	)	$	(2,722	)
Net realized gain (loss) on investments and futures		55,475			84,582			16,807			37,317
Change in net unrealized appreciation (depreciation) of investments and futures		19,484			(5,839	)		(6,041	)		(18,399	)
Change in net assets resulting from operations		71,040			75,549			8,293			16,196
DISTRIBUTIONS TO SHAREHOLDERS:
Class A Shares
From net investment income		—			—			—			—
From net realized gains		(34,577	)		(53,171	)		(5,187	)		—
Class B Shares
From net investment income		—			—			—			—
From net realized gains		(2,960	)		(6,588	)		(3,103	)		—
Class C Shares
From net investment income		—			—			—			—
From net realized gains		(1,296	)		(947	)		(3,097	)		—
Select Class Shares
From net investment income		—			—			—			—
From net realized gains		(18,489	)		(1,142	)		(1,484	)		—
Total distributions to shareholders		(57,322	)		(61,848	)		(12,871	)		—
CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		229,735			47,795			(4,922	)		(15,717	)
NET ASSETS:
Change in net assets		243,453			61,496			(9,500	)		479
Beginning of period		542,027			480,531			191,844			191,365
End of period	$	785,480		$	542,027		$	182,344		$	191,844
Accumulated undistributed (distributions in excess of) net investment income	$	(42	)	$	(43	)	$	(6	)	$	(7	)

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS94

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Growth Advantage Fund(a)						Micro Cap Fund
	Year Ended 12/31/2005			Year Ended 12/31/2004			Period Ended 12/31/2005(b)
CHANGE IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	(447	)	$	(374	)	$	(11	)
Net realized gain (loss) on investments and futures		8,398			10,011			43
Change in net unrealized appreciation (depreciation) of investments and futures		(2,867	)		(582	)		126
Change in net assets resulting from operations		5,084			9,055			158
CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		(6,370	)		(12,240	)		5,000
NET ASSETS:
Change in net assets		(1,286	)		(3,185	)		5,158
Beginning of period		57,382			60,567			—
End of period	$	56,096		$	57,382		$	5,158
Accumulated undistributed (distributions in excess of) net investment income	$	(1	)	$	(1	)	$	—	(c)

(a) Prior to August 17, 2005, the Fund was named Mid Cap Growth Fund.

(b) Commencement of operations was October 31, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS95

JPMorgan Funds

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Mid Cap Equity Fund						Mid Cap Value Fund
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
CHANGE IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	716		$	643		$	37,307		$	8,301
Net realized gain (loss) on investments and futures		25,609			28,575			196,320			68,273
Change in net unrealized appreciation (depreciation) of investments and futures		(2,188	)		8,854			287,118			344,403
Change in net assets resulting from operations		24,137			38,072			520,745			420,977
DISTRIBUTIONS TO SHAREHOLDERS:
Class A Shares
From net investment income		—			—			(14,169	)		(2,344	)
From net realized gains		—			—			(72,188	)		(16,897	)
Class B Shares
From net investment income		—			—			—			—
From net realized gains		—			—			(6,168	)		(2,288	)
Class C Shares
From net investment income		—			—			(12	)		—
From net realized gains		—			—			(21,631	)		(6,079	)
Select Class Shares
From net investment income		(705	)		(627	)		(8,387	)		(1,398	)
From net realized gains		(27,072	)		(23,640	)		(31,358	)		(5,785	)
Institutional Class Shares
From net investment income		—			—			(17,025	)		(4,851	)
From net realized gains		—			—			(48,603	)		(15,152	)
Total distributions to shareholders		(27,777	)		(24,267	)		(219,541	)		(54,794	)
CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		45,115			19,236			3,026,845			2,466,242
NET ASSETS:
Change in net assets		41,475			33,041			3,328,049			2,832,425
Beginning of period		227,107			194,066			3,688,754			856,329
End of period	$	268,582		$	227,107		$	7,016,803		$	3,688,754
Accumulated undistributed (distributions in excess of) net investment income	$	5		$	(6	)	$	(2	)	$	(10	)

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS96

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Small Cap Core Fund(a)						Small Cap Equity Fund
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
CHANGE IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	3,253		$	920		$	(183	)	$	(1,977	)
Net realized gain (loss) on investments and futures		11,825			100,058			41,601			276,109
Change in net unrealized appreciation (depreciation) of investments and futures		12,682			(27,707	)		7,373			(93,478	)
Change in net assets resulting from operations		27,760			73,271			48,791			180,654
DISTRIBUTIONS TO SHAREHOLDERS:
Class A Shares
From net investment income		—			—			—			—
From net realized gains		—			—			(23,198	)		(16,153	)
Class B Shares
From net investment income		—			—			—			—
From net realized gains		—			—			(2,173	)		(2,612	)
Class C Shares
From net investment income		—			—			—			—
From net realized gains		—			—			(1,082	)		—
Select Class Shares
From net investment income		(3,562	)		(605	)		—			—
From net realized gains		(18,037	)		(87,711	)		(26,717	)		(93,537	)
Total distributions to shareholders		(21,599	)		(88,316	)		(53,170	)		(112,302	)
CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		(93,994	)		532,830			128,051			(457,947	)
NET ASSETS:
Change in net assets		(87,833	)		517,785			123,672			(389,595	)
Beginning of period		903,738			385,953			356,870			746,465
End of period	$	815,905		$	903,738		$	480,542		$	356,870
Accumulated undistributed (distributions in excess of) net investment income	$	(17	)	$	249		$	(15	)	$	(8	)

(a) Prior to February 19, 2005, the Fund was named Trust Small Cap Equity.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS97

JPMorgan Funds

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	U.S. Small Company Fund						Value Advantage Fund
	Year Ended 12/31/2005			Year Ended 12/31/2004			Period Ended 12/31/2005(a)
CHANGE IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	444		$	(249	)	$	291
Net realized gain (loss) on investments and futures		14,264			89,186			663
Change in net unrealized appreciation (depreciation) of investments and futures		(8,973	)		(62,529	)		2,328
Change in net assets resulting from operations		5,735			26,408			3,282
DISTRIBUTIONS TO SHAREHOLDERS:
Class A Shares
From net investment income		—			—			(169	)
From net realized gains		—			—			(477	)
Class C Shares
From net investment income		—			—			(93	)
From net realized gains		—			—			(609	)
Select Class Shares
From net investment income		(57	)		—			(14	)
From net realized gains		(11,711	)		(15,506	)		(35	)
Institutional Class Shares
From net investment income		(105	)		—			—	(b)
From net realized gains		(4,879	)		(12,738	)		—	(b)
Total distributions to shareholders		(16,752	)		(28,244	)		(1,397	)
CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		(51,097	)		(126,815	)		102,280
NET ASSETS:
Change in net assets		(62,114	)		(128,651	)		104,165
Beginning of period		210,807			339,458			—
End of period	$	148,693		$	210,807		$	104,165
Accumulated undistributed (distributions in excess of) net investment income	$	236		$	3		$	23

(a) Commencement of operations was March 1, 2005.

(b) Amount rounds to less than one thousand.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS98

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Capital Growth						Dynamic Small Cap
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	67,593		$	40,060		$	24,711		$	27,956
Dividends reinvested		32,128			49,434			4,256			—
Cost of shares redeemed		(89,342	)		(73,060	)		(36,245	)		(38,856	)
Change in net assets from Class A capital transactions	$	10,379		$	16,434		$	(7,278	)	$	(10,900	)
Class B Shares
Proceeds from shares issued	$	5,581		$	3,364		$	11,910		$	11,257
Dividends reinvested		2,560			5,878			1,792			—
Cost of shares redeemed		(25,134	)		(20,517	)		(33,000	)		(16,973	)
Change in net assets from Class B capital transactions	$	(16,993	)	$	(11,275	)	$	(19,298	)	$	(5,716	)
Class C Shares
Proceeds from shares issued	$	10,804		$	3,881		$	22,694		$	19,086
Dividends reinvested		754			426			310			—
Cost of shares redeemed		(1,654	)		(1,053	)		(13,026	)		(10,644	)
Change in net assets from Class C capital transactions	$	9,904		$	3,254		$	9,978		$	8,442
Select Class Shares
Proceeds from shares issued	$	233,983		$	39,557		$	18,995		$	7,516
Dividends reinvested		17,941			1,140			458			—
Cost of shares redeemed		(25,479	)		(1,315	)		(7,777	)		(15,059	)
Change in net assets from Select Class capital transactions	$	226,445		$	39,382		$	11,676		$	(7,543	)

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS99

JPMorgan Funds

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Growth Advantage(a)						Micro Cap
	Year Ended 12/31/2005			Year Ended 12/31/2004			Period Ended 12/31/2005(b)
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	9,235		$	2,220		$	500
Dividends reinvested		—			—			—
Cost of shares redeemed		(13,879	)		(13,954	)		—
Change in net assets from Class A capital transactions	$	(4,644	)	$	(11,734	)	$	500
Class B Shares
Proceeds from shares issued	$	448		$	194		$	—
Dividends reinvested		—			—			—
Cost of shares redeemed		(2,174	)		(700	)		—
Change in net assets from Class B capital transactions	$	(1,726	)	$	(506	)	$	—
Class C Shares
Proceeds from shares issued	$	—		$	—		$	500
Dividends reinvested		—			—			—
Cost of shares redeemed		—			—			—
Change in net assets from Class C capital transactions	$	—		$	—		$	500
Select Class Shares
Proceeds from shares issued	$	—		$	—		$	4,000
Dividends reinvested		—			—			—
Cost of shares redeemed		—			—			—
Change in net assets from Select Class capital transactions	$	—		$	—		$	4,000

(a) Prior to August 17, 2005, the Fund was named Mid Cap Growth Fund.

(b) Commencement of operations was October 31, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS100

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Mid Cap Equity						Mid Cap Value
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	—		$	—		$	1,806,575		$	1,033,844
Dividends reinvested		—			—			75,171			16,217
Cost of shares redeemed		—			—			(504,110	)		(122,265	)
Change in net assets from Class A capital transactions	$	—		$	—		$	1,377,636		$	927,796
Class B Shares
Proceeds from shares issued	$	—		$	—		$	68,631		$	93,272
Dividends reinvested		—			—			4,936			1,863
Cost of shares redeemed		—			—			(25,007	)		(9,647	)
Change in net assets from Class B capital transactions	$	—		$	—		$	48,560		$	85,488
Class C Shares
Proceeds from shares issued	$	—		$	—		$	344,689		$	348,253
Dividends reinvested		—			—			14,623			4,102
Cost of shares redeemed		—			—			(59,221	)		(16,865	)
Change in net assets from Class C capital transactions	$	—		$	—		$	300,091		$	335,490
Select Class Shares
Proceeds from shares issued	$	111,814		$	57,714		$	868,591		$	405,562
Dividends reinvested		13,373			17,555			22,433			4,698
Cost of shares redeemed		(80,072	)		(56,033	)		(211,875	)		(43,384	)
Change in net assets from Select Class capital transactions	$	45,115		$	19,236		$	679,149		$	366,876
Institutional Class Shares
Proceeds from shares issued	$	—		$	—		$	988,690		$	848,157
Dividends reinvested		—			—			49,428			14,335
Cost of shares redeemed		—			—			(416,709	)		(111,900	)
Change in net assets from Institutional Class capital transactions	$	—		$	—		$	621,409		$	750,592

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS101

JPMorgan Funds

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Small Cap Core(a)						Small Cap Equity
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	—		$	—		$	118,256		$	52,477
Dividends reinvested		—			—			21,186			14,234
Cost of shares redeemed		—			—			(55,772	)		(33,952	)
Change in net assets from Class A capital transactions	$	—		$	—		$	83,670		$	32,759
Class B Shares
Proceeds from shares issued	$	—		$	—		$	7,244		$	2,578
Dividends reinvested		—			—			1,784			2,411
Cost of shares redeemed		—			—			(8,133	)		(11,902	)
Change in net assets from Class B capital transactions	$	—		$	—		$	895		$	(6,913	)
Class C Shares(b)
Proceeds from shares issued	$	—		$	—		$	11,282		$	—
Dividends reinvested		—			—			812			—
Cost of shares redeemed		—			—			(851	)		—
Change in net assets from Class C capital transactions	$	—		$	—		$	11,243		$	—
Select Class Shares
Proceeds from shares issued	$	75,594		$	640,372		$	106,805		$	141,242
Dividends reinvested		18,140			76,052			21,272			88,631
Cost of shares redeemed		(187,728	)		(183,594	)		(95,834	)		(195,648	)
Redemption in-kind		—			—			—			(518,018	)
Change in net assets from Select Class capital transactions	$	(93,994	)	$	532,830		$	32,243		$	(483,793	)
Institutional Class Shares
Proceeds from shares issued	$	—		$	—		$	—		$	—
Dividends reinvested		—			—			—			—
Cost of shares redeemed		—			—			—			—
Change in net assets from Institutional Class capital transactions	$	—		$	—		$	—		$	—

(a) Prior to February 19, 2005, the Fund was named Trust Small Cap Equity.

(b) Commencement of operations for Class C Shares, February 19, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS102

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	U.S. Small Company						Value Advantage
	Year Ended 12/31/2005			Year Ended 12/31/2004			Period Ended 12/31/2005(a)
CAPITAL TRANSACTIONS:
Class A Shares
Proceeds from shares issued	$	—		$	—		$	46,450
Dividends reinvested		—			—			490
Cost of shares redeemed		—			—			(2,464	)
Change in net assets from Class A capital transactions	$	—		$	—		$	44,476
Class B Shares
Proceeds from shares issued	$	—		$	—		$	—
Dividends reinvested		—			—			—
Cost of shares redeemed		—			—			—
Change in net assets from Class B capital transactions	$	—		$	—		$	—
Class C Shares(a)
Proceeds from shares issued	$	—		$	—		$	56,580
Dividends reinvested		—			—			487
Cost of shares redeemed		—			—			(2,231	)
Change in net assets from Class C capital transactions	$	—		$	—		$	54,836
Select Class Shares
Proceeds from shares issued	$	39,707		$	21,554		$	3,524
Dividends reinvested		9,746			13,051			45
Cost of shares redeemed		(61,397	)		(97,302	)		(584	)
Change in net assets from Select Class capital transactions	$	(11,944	)	$	(62,697	)	$	2,985
Institutional Class Shares
Proceeds from shares issued	$	15,205		$	21,366		$	520
Dividends reinvested		2,776			6,203			1
Cost of shares redeemed		(57,134	)		(91,687	)		(538	)
Change in net assets from Institutional Class capital transactions	$	(39,153	)	$	(64,118	)	$	(17	)

(a) Commencement of operations was March 1, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS103

JPMorgan Funds

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Capital Growth						Dynamic Small Cap
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
SHARE TRANSACTIONS:
Class A Shares
Issued		1,741			1,024			1,339			1,634
Reinvested		816			1,303			233			—
Redeemed		(2,292	)		(1,870	)		(2,025	)		(2,293	)
Change in Class A Shares		265			457			(453	)		(659	)
Class B Shares
Issued		154			91			695			693
Reinvested		71			167			105			—
Redeemed		(701	)		(558	)		(1,905	)		(1,057	)
Change in Class B Shares		(476	)		(300	)		(1,105	)		(364	)
Class C Shares
Issued		302			107			1,329			1,186
Reinvested		21			12			18			—
Redeemed		(46	)		(29	)		(764	)		(673	)
Change in Class C Shares		277			90			583			513
Select Class Shares
Issued		5,804			969			1,033			427
Reinvested		432			29			24			—
Redeemed		(627	)		(33	)		(412	)		(859	)
Change in Select Class Shares		5,609			965			645			(432	)

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS104

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Growth Advantage(a)						Micro Cap
	Year Ended 12/31/2005			Year Ended 12/31/2004			Period Ended 12/31/2005(b)
SHARE TRANSACTIONS:
Class A Shares
Issued		1,479			433			33
Reinvested		—			—			—
Redeemed		(2,348	)		(2,687	)		—
Change in Class A Shares		(869	)		(2,254	)		33
Class B Shares
Issued		80			39			—
Reinvested		—			—			—
Redeemed		(374	)		(140	)		—
Change in Class B Shares		(294	)		(101	)		—
Class C Shares
Issued		—			—			33
Reinvested		—			—			—
Redeemed		—			—			—
Change in Class C Shares		—			—			33
Select Class Shares
Issued		—			—			267
Reinvested		—			—			—
Redeemed		—			—			—
Change in Select Class Shares		—			—			267

(a) Prior to August 17, 2005, the Fund was named Mid Cap Growth Fund.

(b) Commencement of operations was October 31, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS105

JPMorgan Funds

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Mid Cap Equity						Mid Cap Value
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
SHARE TRANSACTIONS:
Class A Shares
Issued		—			—			79,449			51,027
Reinvested		—			—			3,191			746
Redeemed		—			—			(21,858	)		(6,071	)
Change in Class A Shares		—			—			60,782			45,702
Class B Shares
Issued		—			—			3,118			4,666
Reinvested		—			—			214			87
Redeemed		—			—			(1,112	)		(488	)
Change in Class B Shares		—			—			2,220			4,265
Class C Shares
Issued		—			—			15,649			17,330
Reinvested		—			—			632			192
Redeemed		—			—			(2,624	)		(851	)
Change in Class C Shares		—			—			13,657			16,671
Select Class Shares
Issued		3,314			1,752			38,506			19,743
Reinvested		399			536			944			215
Redeemed		(2,361	)		(1,693	)		(9,156	)		(2,172	)
Change in Select Class Shares		1,352			595			30,294			17,786
Institutional Class Shares
Issued		—			—			42,976			41,530
Reinvested		—			—			2,069			652
Redeemed		—			—			(18,290	)		(5,510	)
Change in Institutional Class Shares		—			—			26,755			36,672

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS106

ANNUAL REPORT DECEMBER 31

2005

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

	Small Cap Core(a)						Small Cap Equity
	Year Ended 12/31/2005			Year Ended 12/31/2004			Year Ended 12/31/2005			Year Ended 12/31/2004
SHARE TRANSACTIONS:
Class A Shares
Issued		—			—			4,355			1,991
Reinvested		—			—			784			548
Redeemed		—			—			(2,049	)		(1,334	)
Change in Class A Shares		—			—			3,090			1,205
Class B Shares
Issued		—			—			294			108
Reinvested		—			—			74			102
Redeemed		—			—			(338	)		(500	)
Change in Class B Shares		—			—			30			(290	)
Class C Shares(b)
Issued		—			—			454			—
Reinvested		—			—			34			—
Redeemed		—			—			(32	)		—
Change in Class C Shares		—			—			456			—
Select Class Shares
Issued		1,766			14,251			3,737			5,240
Reinvested		407			1,769			737			3,235
Redeemed		(4,422	)		(3,918	)		(3,391	)		(7,291	)
Redemption in-kind		—			—			—			(18,885	)
Change in Select Class Shares		(2,249	)		12,102			1,083			(17,701	)
Institutional Class Shares
Issued		—			—			—			—
Reinvested		—			—			—			—
Redeemed		—			—			—			—
Change in Institutional Class Shares		—			—			—			—

(a) Prior to February 19, 2005, the Fund was named Trust Small Cap Equity.

(b) Commencement of Class C Shares, February 19, 2005.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS107

JPMorgan Funds

STATEMENT OF CHANGES
IN NET ASSETS (CONTINUED) FOR THE PERIODS INDICATED

(Amounts in thousands)

U.S. Small Company				Value Advantage
	Year Ended 12/31/2005			Year Ended 12/31/2004			Period Ended 12/31/2005(a)
SHARE TRANSACTIONS:
Class A Shares
Issued		—			—			2,969
Reinvested		—			—			31
Redeemed		—			—			(156	)
Change in Class A Shares		—			—			2,844
Class B Shares
Issued		—			—			—
Reinvested		—			—			—
Redeemed		—			—			—
Change in Class B Shares		—			—			—
Class C Shares(a)
Issued		—			—			3,635
Reinvested		—			—			31
Redeemed		—			—			(141	)
Change in Class C Shares		—			—			3,525
Select Class Shares
Issued		3,118			1,535			229
Reinvested		736			962			2
Redeemed		(4,604	)		(7,032	)		(36	)
Change in Select Class Shares		(750	)		(4,535	)		195
Institutional Class Shares
Issued		1,169			1,563			34
Reinvested		209			458			—	(b)
Redeemed		(4,435	)		(6,617	)		(33	)
Change in Institutional Class Shares		(3,057	)		(4,596	)		1

(a) Commencement of operations was March 1, 2005.

(b) Amount rounds to less than one thousand.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS108

THIS PAGE IS INTENTIONALLY LEFT BLANK

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS109

JPMorgan Funds

FINANCIAL HIGHLIGHTS

Class A

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income		Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (h)(i)
CAPITAL GROWTH FUND(a)
Year Ended December 31, 2005	$	38.51		(0.23	)(d)		3.95			3.72			—		(3.10	)		(3.10	)	$	39.13		9.77	%
Year Ended December 31, 2004	$	37.47		(0.24	)(d)		6.49			6.25			—		(5.21	)		(5.21	)	$	38.51		16.90	%
Year Ended December 31, 2003	$	28.60		(0.34	)(d)		10.61			10.27			—		(1.40	)		(1.40	)	$	37.47		36.10	%
Year Ended December 31, 2002	$	40.10		(0.38	)(d)		(10.86	)		(11.24	)		—		(0.26	)		(0.26	)	$	28.60		(28.04	)%
November 1, 2001 Through December 31, 2001(c)	$	35.37		(0.03	)		4.76			4.73			—		—			—		$	40.10		13.37	%
Year Ended October 31, 2001	$	47.91		(0.19	)(d)		(6.87	)		(7.06	)		—		(5.48	)		(5.48	)	$	35.37		(15.86	)%
DYNAMIC SMALL CAP FUND
Year Ended December 31, 2005	$	18.46		(0.21	)(d)		1.20			0.99			—		(1.33	)		(1.33	)	$	18.12		5.29	%
Year Ended December 31, 2004	$	16.81		(0.19	)(d)		1.84			1.65			—		—			—		$	18.46		9.82	%
Year Ended December 31, 2003	$	12.14		(0.16	)(d)		4.83			4.67			—		—			—		$	16.81		38.47	%
Year Ended December 31, 2002	$	15.72		(0.18	)		(3.40	)		(3.58	)		—		—			—		$	12.14		(22.77	)%
November 1, 2001 Through December 31, 2001(c)	$	14.21		(0.03	)		1.54			1.51			—		—			—		$	15.72		10.63	%
Year Ended October 31, 2001	$	24.54		(0.24	)		(6.71	)		(6.95	)		—		(3.38	)		(3.38	)	$	14.21		(30.60	)%
GROWTH ADVANTAGE FUND(e)
Year Ended December 31, 2005	$	5.74		(0.05	)(d)		0.66			0.61			—		—			—		$	6.35		10.63	%
Year Ended December 31, 2004	$	4.91		(0.03	)(d)		0.86			0.83			—		—			—		$	5.74		16.90	%
Year Ended December 31, 2003	$	3.57		(0.04	)(d)		1.38			1.34			—		—			—		$	4.91		37.53	%
Year Ended December 31, 2002	$	5.06		(0.05	)(d)		(1.44	)		(1.49	)		—		—			—		$	3.57		(29.45	)%
October 1, 2001 Through December 31, 2001(f)	$	4.27		(0.01	)		0.80			0.79			—		—			—		$	5.06		18.50	%
Year Ended September 30, 2001	$	12.51		(0.02	)(d)		(8.06	)		(8.08	)		—		(0.16	)		(0.16	)	$	4.27		(65.10	)%
MICRO CAP FUND
October 31, 2005(b) Through December 31, 2005	$	15.00		(0.04	)		0.51			0.47			—		—			—		$	15.47		3.13	%

(a) Prior to September 10, 2001, Capital Growth Fund invested all of its investable assets in the Capital Growth Portfolio. The portfolio turnover rate disclosed prior to September 10, 2001, is the turnover rate of Capital Growth Portfolio.

(b) Commencement of operations.

(d) Calculated based upon average shares outstanding.

(e) Prior to August 17, 2005, the Fund was named Mid Cap Growth Fund.

(f) The Fund changed its fiscal year end from 9/30 to 12/31.

(g) Annualized for periods less than one year.

(h) Not annualized for periods less than one year.

(i) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS110

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (g)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (h)
CAPITAL GROWTH FUND(a)
Year Ended December 31, 2005	$	458,716		1.17	%		(0.60	)%		1.17	%		119	%
Year Ended December 31, 2004	$	441,000		1.35	%		(0.61	)%		1.37	%		122	%
Year Ended December 31, 2003	$	412,000		1.35	%		(1.05	)%		1.46	%		68	%
Year Ended December 31, 2002	$	330,000		1.35	%		(1.13	)%		1.38	%		93	%
November 1, 2001 Through December 31, 2001(c)	$	495,000		1.35	%		(0.40	)%		1.35	%		2	%
Year Ended October 31, 2001	$	426,000		1.35	%		(0.47	)%		1.37	%		43	%
DYNAMIC SMALL CAP FUND
Year Ended December 31, 2005	$	75,940		1.50	%		(1.16	)%		1.67	%		143	%
Year Ended December 31, 2004	$	86,000		1.50	%		(1.14	)%		1.73	%		112	%
Year Ended December 31, 2003	$	89,000		1.50	%		(1.19	)%		1.86	%		55	%
Year Ended December 31, 2002	$	82,000		1.50	%		(1.20	)%		1.82	%		52	%
November 1, 2001 Through December 31, 2001(c)	$	125,000		1.50	%		(1.21	)%		1.63	%		8	%
Year Ended October 31, 2001	$	120,000		1.50	%		(1.13	)%		1.64	%		57	%
GROWTH ADVANTAGE FUND(e)
Year Ended December 31, 2005	$	54,737		1.35	%		(0.81	)%		1.75	%		140	%
Year Ended December 31, 2004	$	54,000		1.35	%		(0.61	)%		1.79	%		118	%
Year Ended December 31, 2003	$	58,000		1.35	%		(1.05	)%		1.77	%		69	%
Year Ended December 31, 2002	$	53,000		1.35	%		(1.15	)%		1.62	%		39	%
October 1, 2001 Through December 31, 2001(f)	$	101,000		1.35	%		(0.84	)%		1.35	%		135	%
Year Ended September 30, 2001	$	94,000		1.30	%		(0.54	)%		1.30	%		159	%
MICRO CAP FUND
October 31, 2005(b) Through December 31, 2005	$	516		1.70	%		(1.43	)%		5.58	%		8	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS111

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Class A (continued)

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (f)(h)
MID CAP VALUE FUND
Year Ended December 31, 2005	$	22.05		0.12	(d)		1.84			1.96			(0.12	)		(0.61	)		(0.73	)	$	23.28		8.87	%
Year Ended December 31, 2004	$	18.62		0.07	(d)		3.71			3.78			(0.04	)		(0.31	)		(0.35	)	$	22.05		20.32	%
Year Ended December 31, 2003	$	14.44		0.09	(d)		4.25			4.34			(0.05	)		(0.11	)		(0.16	)	$	18.62		30.07	%
Year Ended December 31, 2002	$	14.10		0.07	(d)		0.31			0.38			(0.03	)		(0.01	)		(0.04	)	$	14.44		2.68	%
October 1, 2001 Through December 31, 2001(a)	$	13.43		0.02	(d)		1.48			1.50			(0.08	)		(0.75	)		(0.83	)	$	14.10		11.20	%
April 30, 2001(c) Through September 30, 2001	$	14.24		0.04	(d)		(0.85	)		(0.81	)		—			—			—		$	13.43		(5.69	)%
SMALL CAP EQUITY FUND
Year Ended December 31, 2005	$	26.44		(0.08	)(d)		3.36			3.28			—			(3.42	)		(3.42	)	$	26.30		12.39	%
Year Ended December 31, 2004	$	24.11		(0.17	)(d)		6.33			6.16			—			(3.83	)		(3.83	)	$	26.44		26.13	%
Year Ended December 31, 2003	$	17.68		(0.15	)(d)		6.58			6.43			—			—			—		$	24.11		36.37	%
Year Ended December 31, 2002	$	21.53		(0.15	)(d)		(3.57	)		(3.72	)		—			(0.13	)		(0.13	)	$	17.68		(17.30	)%
November 1, 2001 Through December 31, 2001(b)	$	19.64		(0.03	)(d)		1.92			1.89			—			—			—		$	21.53		9.62	%
Year Ended October 31, 2001	$	27.89		(0.10	)		(4.26	)		(4.36	)		—			(3.89	)		(3.89	)	$	19.64		(16.62	)%
VALUE ADVANTAGE FUND
March 1, 2005(c) Through December 31, 2005	$	15.00		0.13	(d)		0.99			1.12			(0.06	)		(0.18	)		(0.24	)	$	15.88		7.46	%

(a) The Fund changed its fiscal year end from 9/30 to 12/31.

(b) The Fund changed its fiscal year end from 10/31 to 12/31.

(d) Calculated based upon average shares outstanding.

(e) Annualized for periods less than one year.

(f) Not annualized for periods less than one year.

(g) Due to the size of net assets and fixed expenses, ratios may appear disproportionate.

(h) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS112

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (e)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (f)
MID CAP VALUE FUND
Year Ended December 31, 2005	$	2,822,767		1.25	%		0.54	%		1.39	%		45	%
Year Ended December 31, 2004	$	1,333,000		1.25	%		0.34	%		1.60	%		41	%
Year Ended December 31, 2003	$	275,000		1.25	%		0.51	%		1.65	%		32	%
Year Ended December 31, 2002	$	26,000		1.25	%		0.50	%		1.70	%		51	%
October 1, 2001 Through December 31, 2001(a)	$	5,000		1.25	%		0.47	%		3.72	%(g)		15	%
April 30, 2001(c) Through September 30, 2001	$	2,000		1.30	%		0.71	%		15.30	%(g)		98	%
SMALL CAP EQUITY FUND
Year Ended December 31, 2005	$	209,321		1.35	%		(0.28	)%		1.41	%		70	%
Year Ended December 31, 2004	$	129,000		1.38	%		(0.66	)%		1.62	%		44	%
Year Ended December 31, 2003	$	88,000		1.38	%		(0.75	)%		1.65	%		38	%
Year Ended December 31, 2002	$	77,000		1.38	%		(0.74	)%		1.40	%		51	%
November 1, 2001 Through December 31, 2001(b)	$	71,000		1.38	%		(0.81	)%		1.38	%		6	%
Year Ended October 31, 2001	$	67,000		1.39	%		(0.80	)%		1.40	%		47	%
VALUE ADVANTAGE FUND
March 1, 2005(c) Through December 31, 2005	$	45,163		1.25	%		1.02	%		1.82	%		90	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS113

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Class B

	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			Net asset value, end of period		Total return (excludes sales charge) (g)(h)
CAPITAL GROWTH FUND(a)
Year Ended December 31, 2005	$	35.73		(0.40	)(c)		3.66			3.26			—		(3.10	)		(3.10	)	$	35.89		9.23	%
Year Ended December 31, 2004	$	35.27		(0.40	)(c)		6.07			5.67			—		(5.21	)		(5.21	)	$	35.73		16.31	%
Year Ended December 31, 2003	$	27.13		(0.48	)(c)		10.02			9.54			—		(1.40	)		(1.40	)	$	35.27		35.37	%
Year Ended December 31, 2002	$	38.24		(0.65	)(c)		(10.20	)		(10.85	)		—		(0.26	)		(0.26	)	$	27.13		(28.39	)%
November 1, 2001 Through December 31, 2001(b)	$	33.75		(0.06	)		4.55			4.49			—		—			—		$	38.24		13.30	%
Year Ended October 31, 2001	$	46.20		(0.38	)(c)		(6.59	)		(6.97	)		—		(5.48	)		(5.48	)	$	33.75		(16.30	)%
DYNAMIC SMALL CAP FUND
Year Ended December 31, 2005	$	17.47		(0.29	)(c)		1.12			0.83			—		(1.33	)		(1.33	)	$	16.97		4.66	%
Year Ended December 31, 2004	$	16.01		(0.28	)(c)		1.74			1.46			—		—			—		$	17.47		9.12	%
Year Ended December 31, 2003	$	11.63		(0.24	)(c)		4.62			4.38			—		—			—		$	16.01		37.66	%
Year Ended December 31, 2002	$	15.16		(0.27	)		(3.26	)		(3.53	)		—		—			—		$	11.63		(23.28	)%
November 1, 2001 Through December 31, 2001(b)	$	13.72		(0.04	)		1.48			1.44			—		—			—		$	15.16		10.50	%
Year Ended October 31, 2001	$	23.96		(0.23	)		(6.63	)		(6.86	)		—		(3.38	)		(3.38	)	$	13.72		(31.02	)%
GROWTH ADVANTAGE FUND(d)
Year Ended December 31, 2005	$	5.54		(0.09	)		0.63			0.54			—		—			—		$	6.08		9.75	%
Year Ended December 31, 2004	$	4.77		(0.07	)(c)		0.84			0.77			—		—			—		$	5.54		16.14	%
Year Ended December 31, 2003	$	3.49		(0.07	)(c)		1.35			1.28			—		—			—		$	4.77		36.68	%
Year Ended December 31, 2002	$	4.99		(0.08	)(c)		(1.42	)		(1.50	)		—		—			—		$	3.49		(30.06	)%
October 1, 2001 Through December 31, 2001(e)	$	4.22		(0.02	)		0.79			0.77			—		—			—		$	4.99		18.25	%
Year Ended September 30, 2001	$	12.43		(0.07	)(c)		(7.98	)		(8.05	)		—		(0.16	)		(0.16	)	$	4.22		(65.30	)%

(b) The Fund changed its fiscal year end from 10/31 to 12/31.

(d) Prior to August 17, 2005, the Fund was named Mid Cap Growth Fund.

(e) The Fund changed its fiscal year end from 9/30 to 12/31.

(f) Annualized for periods less than one year.

(g) Not annualized for periods less than one year.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS114

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (f)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (g)
CAPITAL GROWTH FUND(a)
Year Ended December 31, 2005	$	34,126		1.67	%		(1.11	)%		1.67	%		119	%
Year Ended December 31, 2004	$	51,000		1.85	%		(1.10	)%		1.88	%		122	%
Year Ended December 31, 2003	$	61,000		1.85	%		(1.55	)%		1.96	%		68	%
Year Ended December 31, 2002	$	59,000		1.85	%		(1.64	)%		1.89	%		93	%
November 1, 2001 Through December 31, 2001(b)	$	170,000		1.85	%		(0.93	)%		1.85	%		2	%
Year Ended October 31, 2001	$	164,000		1.85	%		(0.97	)%		1.87	%		43	%
DYNAMIC SMALL CAP FUND
Year Ended December 31, 2005	$	41,440		2.06	%		(1.72	)%		2.15	%		143	%
Year Ended December 31, 2004	$	62,000		2.12	%		(1.76	)%		2.23	%		112	%
Year Ended December 31, 2003	$	63,000		2.12	%		(1.81	)%		2.35	%		55	%
Year Ended December 31, 2002	$	48,000		2.12	%		(1.82	)%		2.32	%		52	%
November 1, 2001 Through December 31, 2001(b)	$	72,000		2.12	%		(1.83	)%		2.12	%		8	%
Year Ended October 31, 2001	$	67,000		2.13	%		(1.75	)%		2.14	%		57	%
GROWTH ADVANTAGE FUND(d)
Year Ended December 31, 2005	$	1,359		2.05	%		(1.51	)%		2.24	%		140	%
Year Ended December 31, 2004	$	3,000		2.05	%		(1.31	)%		2.29	%		118	%
Year Ended December 31, 2003	$	3,000		2.05	%		(1.75	)%		2.33	%		69	%
Year Ended December 31, 2002	$	3,000		2.05	%		(1.85	)%		2.32	%		39	%
October 1, 2001 Through December 31, 2001(e)	$	5,000		2.05	%		(1.53	)%		2.05	%		135	%
Year Ended September 30, 2001	$	6,000		2.00	%		(1.22	)%		2.00	%		159	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS115

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Class B (continued)

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (g)(i)
MID CAP VALUE FUND
Year Ended December 31, 2005	$	21.66		(—	)(d)(e)		1.81			1.81			—			(0.61	)		(0.61	)	$	22.86		8.36	%
Year Ended December 31, 2004	$	18.37		(0.06	)(d)		3.66			3.60			—			(0.31	)		(0.31	)	$	21.66		19.60	%
Year Ended December 31, 2003	$	14.32		(0.03	)(d)		4.19			4.16			—			(0.11	)		(0.11	)	$	18.37		29.06	%
Year Ended December 31, 2002	$	14.06		(0.04	)(d)		0.31			0.27			—			(0.01	)		(0.01	)	$	14.32		1.94	%
October 1, 2001 Through December 31, 2001(a)	$	13.40		(0.01	)(d)		1.47			1.46			(0.05	)		(0.75	)		(0.80	)	$	14.06		10.94	%
April 30, 2001(c) Through September 30, 2001	$	14.24		—	(d)		(0.84	)		(0.84	)		—			—			—		$	13.40		(5.90	)%
SMALL CAP EQUITY FUND
Year Ended December 31, 2005	$	24.01		(0.20	)(d)		3.05			2.85			—			(3.42	)		(3.42	)	$	23.44		11.85	%
Year Ended December 31, 2004	$	22.34		(0.34	)(d)		5.84			5.50			—			(3.83	)		(3.83	)	$	24.01		25.22	%
Year Ended December 31, 2003	$	16.50		(0.27	)(d)		6.11			5.84			—			—			—		$	22.34		35.39	%
Year Ended December 31, 2002	$	20.26		(0.29	)(d)		(3.34	)		(3.63	)		—			(0.13	)		(0.13	)	$	16.50		(17.94	)%
November 1, 2001 Through December 31, 2001(b)	$	18.50		(0.05	)(d)		1.81			1.76			—			—			—		$	20.26		9.51	%
Year Ended October 31, 2001	$	26.73		(0.09	)		(4.25	)		(4.34	)		—			(3.89	)		(3.89	)	$	18.50		(17.37	)%

(a) The Fund changed its fiscal year end from 9/30 to 12/31.

(b) The Fund changed its fiscal year end from 10/31 to 12/31.

(d) Calculated based upon average shares outstanding.

(e) Amount rounds to less than $0.01.

(f) Annualized for periods less than one year.

(g) Not annualized for periods less than one year.

(h) Due to the size of net assets and fixed expenses, ratios may appear disproportionate.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS116

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (f)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (g)
MID CAP VALUE FUND
Year Ended December 31, 2005	$	233,396		1.77	%		(0.01	)%		1.89	%		45	%
Year Ended December 31, 2004	$	173,000		1.90	%		(0.32	)%		2.10	%		41	%
Year Ended December 31, 2003	$	68,000		1.95	%		(0.21	)%		2.19	%		32	%
Year Ended December 31, 2002	$	14,000		2.00	%		(0.27	)%		2.49	%		51	%
October 1, 2001 Through December 31, 2001(a)	$	3,000		1.99	%		(0.27	)%		4.47	%(h)		15	%
April 30, 2001(c) Through September 30, 2001	$	1,000		2.03	%		0.01	%		16.00	%(h)		98	%
SMALL CAP EQUITY FUND
Year Ended December 31, 2005	$	17,106		1.87	%		(0.83	)%		1.91	%		70	%
Year Ended December 31, 2004	$	17,000		2.12	%		(1.43	)%		2.12	%		44	%
Year Ended December 31, 2003	$	22,000		2.12	%		(1.49	)%		2.21	%		38	%
Year Ended December 31, 2002	$	23,000		2.12	%		(1.50	)%		2.16	%		51	%
November 1, 2001 Through December 31, 2001(b)	$	42,000		2.12	%		(1.55	)%		2.12	%		6	%
Year Ended October 31, 2001	$	39,000		2.13	%		(1.54	)%		2.14	%		47	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS117

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Class C

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income		Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (f)(g)
CAPITAL GROWTH FUND(a)
Year Ended December 31, 2005	$	35.20		(0.38	)(d)		3.60			3.22			—		(3.10	)		(3.10	)	$	35.32		9.26	%
Year Ended December 31, 2004	$	34.81		(0.40	)(d)		6.00			5.60			—		(5.21	)		(5.21	)	$	35.20		16.32	%
Year Ended December 31, 2003	$	26.83		(0.47	)(d)		9.85			9.38			—		(1.40	)		(1.40	)	$	34.81		35.17	%
Year Ended December 31, 2002	$	37.82		(0.53	)(d)		(10.20	)		(10.73	)		—		(0.26	)		(0.26	)	$	26.83		(28.39	)%
November 1, 2001 Through December 31, 2001(b)	$	33.38		(0.05	)		4.49			4.44			—		—			—		$	37.82		13.30	%
Year Ended October 31, 2001	$	45.76		(0.37	)(d)		(6.53	)		(6.90	)		—		(5.48	)		(5.48	)	$	33.38		(16.30	)%
DYNAMIC SMALL CAP FUND
Year Ended December 31, 2005	$	17.44		(0.30	)(d)		1.14			0.84			—		(1.33	)		(1.33	)	$	16.95		4.73	%
Year Ended December 31, 2004	$	15.98		(0.28	)(d)		1.74			1.46			—		—			—		$	17.44		9.14	%
Year Ended December 31, 2003	$	11.61		(0.25	)(d)		4.62			4.37			—		—			—		$	15.98		37.64	%
Year Ended December 31, 2002	$	15.13		(0.21	)		(3.31	)		(3.52	)		—		—			—		$	11.61		(23.26	)%
November 1, 2001 Through December 31, 2001(b)	$	13.70		(0.04	)		1.47			1.43			—		—			—		$	15.13		10.44	%
Year Ended October 31, 2001	$	23.93		(0.23	)		(6.62	)		(6.85	)		—		(3.38	)		(3.38	)	$	13.70		(31.02	)%
MICRO CAP FUND
October 31, 2005(c) Through December 31, 2005	$	15.00		(0.05	)		0.51			0.46			—		—			—		$	15.46		3.07	%

(b) The Fund changed its fiscal year end from 10/31 to 12/31.

(d) Calculated based upon average shares outstanding.

(e) Annualized for periods less than one year.

(f) Not annualized for periods less than one year.

(g) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS118

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
				Ratios to average net assets: (e)
	Net assets, end of period (thousands)			Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (f)
CAPITAL GROWTH FUND(a)
Year Ended December 31, 2005	$	17,120			1.65	%		(1.07	)%		1.66	%		119	%
Year Ended December 31, 2004	$	7,000			1.85	%		(1.09	)%		1.87	%		122	%
Year Ended December 31, 2003	$	4,000			1.85	%		(1.55	)%		1.96	%		68	%
Year Ended December 31, 2002	$	3,000			1.85	%		(1.63	)%		1.88	%		93	%
November 1, 2001 Through December 31, 2001(b)	$	5,000			1.85	%		(0.91	)%		1.85	%		2	%
Year Ended October 31, 2001	$	4,000			1.85	%		(0.97	)%		1.87	%		43	%
DYNAMIC SMALL CAP FUND
Year Ended December 31, 2005	$	43,211			2.06	%		(1.72	)%		2.18	%		143	%
Year Ended December 31, 2004	$	34,000	��		2.12	%		(1.76	)%		2.23	%		112	%
Year Ended December 31, 2003	$	23,000			2.12	%		(1.82	)%		2.35	%		55	%
Year Ended December 31, 2002	$	10,000			2.12	%		(1.82	)%		2.32	%		52	%
November 1, 2001 Through December 31, 2001(b)	$	11,000			2.12	%		(1.83	)%		2.12	%		8	%
Year Ended October 31, 2001	$	10,000			2.13	%		(1.76	)%		2.14	%		57	%
MICRO CAP FUND
October 31, 2005(c) Through December 31, 2005	$	515			2.20	%		(1.93	)%		6.08	%		8	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS119

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Class C (continued)

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (f)(h)
MID CAP VALUE FUND
Year Ended December 31, 2005	$	21.70		—	(c)(d)		1.81			1.81			—	(d)		(0.61	)		(0.61	)	$	22.90		8.34	%
Year Ended December 31, 2004	$	18.41		(0.06	)(c)		3.66			3.60			—			(0.31	)		(0.31	)	$	21.70		19.56	%
Year Ended December 31, 2003	$	14.35		(0.03	)(c)		4.20			4.17			—	(d)		(0.11	)		(0.11	)	$	18.41		29.09	%
Year Ended December 31, 2002	$	14.09		(0.04	)(c)		0.31			0.27			—			(0.01	)		(0.01	)	$	14.35		1.94	%
October 1, 2001 Through December 31, 2001(a)	$	13.41		(0.01	)(c)		1.48			1.47			(0.04	)		(0.75	)		(0.79	)	$	14.09		11.05	%
April 30, 2001(b) Through September 30, 2001	$	14.24		—	(c)		(0.83	)		(0.83	)		—			—			—		$	13.41		(5.83	)%
SMALL CAP EQUITY FUND
February 19, 2005(b) Through December 31, 2005.	$	24.08		(0.14	)(c)		2.91			2.77			—			(3.42	)		(3.42	)	$	23.43		11.48	%
VALUE ADVANTAGE FUND
March 1, 2005(b) Through December 31, 2005	$	15.00		0.06	(c)		1.00			1.06			(0.03	)		(0.18	)		(0.21	)	$	15.85		7.03	%

(a) The Fund changed its fiscal year end from 9/30 to 12/31.

(b) Commencement of offering of class of shares.

(d) Amount rounds to less than $0.01.

(e) Annualized for periods less than one year.

(f) Not annualized for periods less than one year.

(g) Due to the size of net assets and fixed expenses, ratios may appear disproportionate.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS120

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (e)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (f)
MID CAP VALUE FUND
Year Ended December 31, 2005	$	822,366		1.76	%		0.01	%		1.89	%		45	%
Year Ended December 31, 2004	$	483,000		1.90	%		(0.31	)%		2.10	%		41	%
Year Ended December 31, 2003	$	103,000		1.95	%		(0.19	)%		2.19	%		32	%
Year Ended December 31, 2002	$	9,000		2.00	%		(0.28	)%		2.51	%		51	%
October 1, 2001 Through December 31, 2001(a)	$	3,000		1.99	%		(0.30	)%		4.48	%(g)		15	%
April 30, 2001(b) Through September 30, 2001	$	2,000		2.04	%		0.03	%		15.95	%(g)		98	%
SMALL CAP EQUITY FUND
February 19, 2005(b) Through December 31, 2005.	$	10,678		1.85	%		(0.49	)%		1.91	%		70	%
VALUE ADVANTAGE FUND
March 1, 2005(b) Through December 31, 2005	$	55,875		1.75	%		0.47	%		2.39	%		90	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS121

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Select Class

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income		Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (g)(i)
CAPITAL GROWTH FUND(a)
Year Ended December 31, 2005	$	40.42		(0.13	)(d)		4.17			4.04			—		(3.10	)		(3.10	)	$	41.36		10.10	%
Year Ended December 31, 2004	$	38.95		(0.09	)(d)		6.77			6.68			—		(5.21	)		(5.21	)	$	40.42		17.37	%
Year Ended December 31, 2003	$	29.57		(0.21	)(d)		10.99			10.78			—		(1.40	)		(1.40	)	$	38.95		36.64	%
Year Ended December 31, 2002	$	41.26		(0.24	)(d)		(11.19	)		(11.43	)		—		(0.26	)		(0.26	)	$	29.57		(27.71	)%
November 1, 2001 Through December 31, 2001(b)	$	36.37		0.01			4.88			4.89			—		—			—		$	41.26		13.45	%
Year Ended October 31, 2001	$	48.76		—	(c)		(6.91	)		(6.91	)		—		(5.48	)		(5.48	)	$	36.37		(15.20	)%
DYNAMIC SMALL CAP FUND
Year Ended December 31, 2005	$	18.89		(0.14	)(d)		1.23			1.09			—		(1.33	)		(1.33	)	$	18.65		5.70	%
Year Ended December 31, 2004	$	17.13		(0.13	)(d)		1.89			1.76			—		—			—		$	18.89		10.27	%
Year Ended December 31, 2003	$	12.32		(0.11	)(d)		4.92			4.81			—		—			—		$	17.13		39.04	%
Year Ended December 31, 2002	$	15.89		(0.08	)		(3.49	)		(3.57	)		—		—			—		$	12.32		(22.47	)%
November 1, 2001 Through December 31, 2001(b)	$	14.37		(0.02	)		1.54			1.52			—		—			—		$	15.89		10.58	%
Year Ended October 31, 2001	$	24.65		(0.21	)		(6.69	)		(6.90	)		—		(3.38	)		(3.38	)	$	14.37		(30.20	)%
MICRO CAP FUND
October 31, 2005(e) Through December 31, 2005	$	15.00		(0.03	)		0.51			0.48			—		—			—		$	15.48		3.20	%

(b) The Fund changed its fiscal year end from 10/31 to 12/31.

(d) Calculated based upon average shares outstanding.

(e) Commencement of offering of class of shares.

( f) Annualized for periods less than one year.

(g) Not annualized for periods less than one year.

(h) Due to the size of net assets and fixed expenses, ratios may appear disproportionate.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS122

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (f)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (g)
CAPITAL GROWTH FUND(a)
Year Ended December 31, 2005	$	275,518		0.90	%		(0.33	)%		0.90	%		119	%
Year Ended December 31, 2004	$	43,000		0.93	%		(0.21	)%		1.30	%		122	%
Year Ended December 31, 2003	$	4,000		0.93	%		(0.63	)%		1.54	%		68	%
Year Ended December 31, 2002	$	2,000		0.93	%		(0.71	)%		1.26	%		93	%
November 1, 2001 Through December 31, 2001(b)	$	3,000		0.93	%		0.01	%		2.06	%		2	%
Year Ended October 31, 2001	$	3,000		0.93	%		(0.01	)%		1.18	%		43	%
DYNAMIC SMALL CAP FUND
Year Ended December 31, 2005	$	21,753		1.10	%		(0.77	)%		1.43	%		143	%
Year Ended December 31, 2004	$	10,000		1.10	%		(0.74	)%		1.32	%		112	%
Year Ended December 31, 2003	$	16,000		1.10	%		(0.79	)%		1.28	%		55	%
Year Ended December 31, 2002	$	12,000		1.10	%		(0.79	)%		1.22	%		52	%
November 1, 2001 Through December 31, 2001(b)	$	8,000		1.10	%		(0.82	)%		10.33	%(h)		8	%
Year Ended October 31, 2001	$	203		1.12	%		(0.76	)%		12.21	%(h)		57	%
MICRO CAP FUND
October 31, 2005(e) Through December 31, 2005	$	4,127		1.45	%		(1.18	)%		5.33	%		8	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS123

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Select Class (continued)

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (f)(h)
MID CAP EQUITY FUND
Year Ended December 31, 2005	$	33.30		0.10	(c)		3.09			3.19			(0.09	)		(3.53	)		(3.62	)	$	32.87		9.61	%
Year Ended December 31, 2004	$	31.18		0.14			5.85			5.99			(0.14	)		(3.73	)		(3.87	)	$	33.30		19.36	%
Year Ended December 31, 2003	$	24.39		0.13			7.71			7.84			(0.13	)		(0.92	)		(1.05	)	$	31.18		32.29	%
Year Ended December 31, 2002	$	29.51		0.13			(4.07	)		(3.94	)		(0.13	)		(1.05	)		(1.18	)	$	24.39		(13.39	)%
November 1, 2001 Through December 31, 2001(a)	$	26.17		0.02			3.43			3.45			(0.02	)		(0.09	)		(0.11	)	$	29.51		13.20	%
Year Ended October 31, 2001	$	37.85		0.12			(5.30	)		(5.18	)		(0.12	)		(6.38	)		(6.50	)	$	26.17		(15.27	)%
MID CAP VALUE FUND
Year Ended December 31, 2005	$	22.18		0.18	(c)		1.85			2.03			(0.16	)		(0.61	)		(0.77	)	$	23.44		9.16	%
Year Ended December 31, 2004	$	18.70		0.12	(c)		3.74			3.86			(0.07	)		(0.31	)		(0.38	)	$	22.18		20.67	%
Year Ended December 31, 2003	$	14.48		0.12	(c)		4.27			4.39			(0.06	)		(0.11	)		(0.17	)	$	18.70		30.34	%
Year Ended December 31, 2002	$	14.14		0.14	(c)		0.27			0.41			(0.06	)		(0.01	)		(0.07	)	$	14.48		2.90	%
October 31, 2001(b) Through December 31, 2001	$	13.48		0.01	(c)		1.49			1.50			(0.09	)		(0.75	)		(0.84	)	$	14.14		11.18	%
SMALL CAP CORE FUND(d)
Year Ended December 31, 2005	$	43.46		0.18			1.52			1.70			(0.19	)		(0.98	)		(1.17	)	$	43.99		3.90	%
Year Ended December 31, 2004	$	44.39		0.09			9.51			9.60			(0.07	)		(10.46	)		(10.53	)	$	43.46		22.31	%
Year Ended December 31, 2003	$	33.35		0.02			11.70			11.72			(0.01	)		(0.67	)		(0.68	)	$	44.39		35.20	%
Year Ended December 31, 2002	$	40.46		0.04			(6.86	)		(6.82	)		(0.03	)		(0.26	)		(0.29	)	$	33.35		(16.94	)%
November 1, 2001 Through December 31, 2001(a)	$	36.65		0.01			3.81			3.82			(0.01	)		—			(0.01	)	$	40.46		10.42	%
Year Ended October 31, 2001	$	51.12		0.10			(7.61	)		(7.51	)		(0.14	)		(6.82	)		(6.96	)	$	36.65		(15.47	)%

(a) The Fund changed its fiscal year end from 10/31 to 12/31.

(b) Commencement of offering of class of shares.

(d) Prior to February 19, 2005, the Fund was named Trust Small Cap Equity.

(e) Annualized for periods less than one year.

(f) Not annualized for periods less than one year.

(g) Due to the size of net assets and fixed expenses, ratios may appear disproportionate.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS124

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (e)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (f)
MID CAP EQUITY FUND
Year Ended December 31, 2005	$	268,582		0.90	%		0.29	%		1.08	%		99	%
Year Ended December 31, 2004	$	227,000		0.90	%		0.32	%		1.14	%		102	%
Year Ended December 31, 2003	$	194,000		0.90	%		0.48	%		1.14	%		62	%
Year Ended December 31, 2002	$	139,000		0.77	%		0.51	%		1.14	%		84	%
November 1, 2001 Through December 31, 2001(a)	$	155,000		0.60	%		0.38	%		1.15	%		2	%
Year Ended October 31, 2001	$	133,000		0.55	%		0.38	%		1.15	%		55	%
MID CAP VALUE FUND
Year Ended December 31, 2005	$	1,222,881		1.00	%		0.80	%		1.13	%		45	%
Year Ended December 31, 2004	$	485,000		1.00	%		0.60	%		1.20	%		41	%
Year Ended December 31, 2003	$	76,000		1.00	%		0.74	%		1.24	%		32	%
Year Ended December 31, 2002	$	14,000		1.00	%		0.96	%		1.71	%		51	%
October 31, 2001(b) Through December 31, 2001	$	11		0.99	%		0.58	%		3.68	%(g)		15	%
SMALL CAP CORE FUND(d)
Year Ended December 31, 2005	$	815,905		0.80	%		0.39	%		1.06	%		37	%
Year Ended December 31, 2004	$	904,000		0.64	%		0.25	%		1.12	%		170	%
Year Ended December 31, 2003	$	386,000		0.60	%		0.04	%		1.10	%		48	%
Year Ended December 31, 2002	$	259,000		0.51	%		0.10	%		1.11	%		52	%
November 1, 2001 Through December 31, 2001(a)	$	317,000		0.40	%		0.09	%		1.12	%		7	%
Year Ended October 31, 2001	$	299,000		0.34	%		0.28	%		1.13	%		50	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS125

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Select Class (continued)

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (g)(i)
SMALL CAP EQUITY FUND
Year Ended December 31, 2005	$	27.96		0.05	(c)		3.58			3.63			—			(3.42	)		(3.42	)	$	28.17		12.98	%
Year Ended December 31, 2004	$	25.18		(0.05	)(c)		6.66			6.61			—			(3.83	)		(3.83	)	$	27.96		26.81	%
Year Ended December 31, 2003	$	18.37		(0.04	)(c)		6.85			6.81			—			—			—		$	25.18		37.07	%
Year Ended December 31, 2002	$	22.25		(0.04	)(c)		(3.71	)		(3.75	)		—			(0.13	)		(0.13	)	$	18.37		(16.87	)%
November 1, 2001 Through December 31, 2001(b)	$	20.27		(0.01	)(c)		1.99			1.98			—			—			—		$	22.25		9.77	%
Year Ended October 31, 2001	$	28.52		(0.10	)		(4.26	)		(4.36	)		—			(3.89	)		(3.89	)	$	20.27		(16.19	)%
U.S. SMALL COMPANY FUND(a)
Year Ended December 31, 2005	$	13.78		0.02			0.57			0.59			(0.01	)		(1.42	)		(1.43	)	$	12.94		4.18	%
Year Ended December 31, 2004	$	13.90		(0.03	)(c)		1.91			1.88			—			(2.00	)		(2.00	)	$	13.78		13.73	%
Year Ended December 31, 2003	$	9.97		0.02	(c)		3.94			3.96			(0.03	)		—			(0.03	)	$	13.90		39.72	%
Year Ended December 31, 2002	$	12.57		0.03			(2.60	)		(2.57	)		(0.03	)		—			(0.03	)	$	9.97		(20.48	)%
June 1, 2001 Through December 31, 2001(d)	$	13.43		0.04	(c)		(0.79	)		(0.75	)		(0.05	)		(0.06	)		(0.11	)	$	12.57		(5.56	)%
Year Ended May 31, 2001	$	14.45		0.05			0.04			0.09			(0.03	)		(1.08	)		(1.11	)	$	13.43		0.75	%
VALUE ADVANTAGE FUND
March 1, 2005(e) Through December 31, 2005	$	15.00		0.15	(c)		1.01			1.16			(0.07	)		(0.18	)		(0.25	)	$	15.91		7.71	%

(a) Prior to the open of business on September 10, 2001, the class underwent a split of shares in connection with a Fund reorganization. Prior periods have been restated to reflect the split.

(b) The Fund changed its fiscal year end from 10/31 to 12/31.

(d) The Fund changed its fiscal year end from 5/31 to 12/31.

(e) Commencement of offering of class of shares.

(f) Annualized for periods less than one year.

(g) Not annualized for periods less than one year.

(h) Prior to September 10, 2001, U.S. Small Company Fund invested all of its investable assets in The U.S. Small Company Portfolio. The portfolio turnover rate disclosed prior to September 10, 2001, is the turnover rate of U.S. Small Company Portfolio.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS126

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (f)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (g)
SMALL CAP EQUITY FUND
Year Ended December 31, 2005	$	243,437		0.85	%		0.18	%		1.14	%		70	%
Year Ended December 31, 2004	$	211,000		0.85	%		(0.17	)%		1.11	%		44	%
Year Ended December 31, 2003	$	636,000		0.85	%		(0.22	)%		1.12	%		38	%
Year Ended December 31, 2002	$	502,000		0.85	%		(0.22	)%		1.09	%		51	%
November 1, 2001 Through December 31, 2001(b)	$	532,000		0.88	%		(0.31	)%		1.10	%		6	%
Year Ended October 31, 2001	$	390,000		0.88	%		(0.30	)%		1.12	%		47	%
U.S. SMALL COMPANY FUND(a)
Year Ended December 31, 2005	$	102,003		1.01	%		0.18	%		1.14	%		32	%
Year Ended December 31, 2004	$	119,000		1.01	%		(0.18	)%		1.15	%		129	%
Year Ended December 31, 2003	$	156,000		1.01	%		0.15	%		1.11	%		78	%
Year Ended December 31, 2002	$	199,000		1.01	%		0.23	%		1.10	%		90	%
June 1, 2001 Through December 31, 2001(d)	$	286,000		1.01	%		0.39	%		1.04	%		48	%(h)
Year Ended May 31, 2001	$	296,000		1.01	%		0.35	%		1.01	%		110	%(h)
VALUE ADVANTAGE FUND
March 1, 2005(e) Through December 31, 2005	$	3,107		1.00	%		1.14	%		1.87	%		90	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS127

JPMorgan Funds

FINANCIAL HIGHLIGHTS
(CONTINUED)

Institutional Class

	Per share operating performance:
			Investment operations:									Distributions:
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net realized gains			Total distributions			Net asset value, end of period		Total return (excludes sales charge) (g)(j)
MID CAP VALUE FUND
Year Ended December 31, 2005	$	22.30		0.24	(d)		1.86			2.10			(0.21	)		(0.61	)		(0.82	)	$	23.58		9.42	%
Year Ended December 31, 2004	$	18.77		0.17	(d)		3.77			3.94			(0.10	)		(0.31	)		(0.41	)	$	22.30		20.99	%
Year Ended December 31, 2003	$	14.52		0.17	(d)		4.27			4.44			(0.08	)		(0.11	)		(0.19	)	$	18.77		30.62	%
Year Ended December 31, 2002	$	14.14		0.15	(d)		0.30			0.45			(0.06	)		(0.01	)		(0.07	)	$	14.52		3.23	%
October 1, 2001 Through December 31, 2001(a)	$	13.47		0.03	(d)		1.48			1.51			(0.09	)		(0.75	)		(0.84	)	$	14.14		11.30	%
Year Ended September 30, 2001	$	13.06		0.15	(d)		1.28			1.43			(0.15	)		(0.87	)		(1.02	)	$	13.47		11.19	%
U.S. SMALL COMPANY FUND(c)
Year Ended December 31, 2005	$	13.77		0.05	(d)		0.56			0.61			(0.03	)		(1.42	)		(1.45	)	$	12.93		4.34	%
Year Ended December 31, 2004	$	13.88		—	(d)		1.89			1.89			—			(2.00	)		(2.00	)	$	13.77		13.82	%
Year Ended December 31, 2003	$	9.95		0.04	(d)		3.94			3.98			(0.05	)		—			(0.05	)	$	13.88		40.03	%
Year Ended December 31, 2002	$	12.57		0.05			(2.61	)		(2.56	)		(0.06	)		—			(0.06	)	$	9.95		(20.36	)%
June 1, 2001 Through December 31, 2001(b)	$	13.34		0.05	(d)		(0.78	)		(0.73	)		(0.04	)		—			(0.04	)	$	12.57		(5.50	)%
Year Ended May 31, 2001	$	15.11		0.08			0.03			0.11			(0.09	)		(1.79	)		(1.88	)	$	13.34		0.94	%
VALUE ADVANTAGE FUND
March 1, 2005(e) Through December 31, 2005	$	15.00		0.11			0.99			1.10			(0.09	)		(0.18	)		(0.27	)	$	15.83		7.32	%

(a) The Fund changed its fiscal year end from 9/30 to 12/31.

(b) The Fund changed its fiscal year end from 5/31 to 12/31.

(c) Prior to the open of business on September 10, 2001, the class underwent a split of shares in connection with a Fund reorganization. Prior periods have been restated to reflect the split.

(d) Calculated based upon average shares outstanding.

(e) Commencement of offering of class of shares.

(f) Annualized for periods less than one year.

(g) Not annualized for periods less than one year.

(h) Due to the size of net assets and fixed expenses, ratios may appear disproportionate.

(i) Prior to September 10, 2001, U.S. Small Company Fund invested all of its investable assets in The U.S. Small Company Portfolio. The portfolio turnover rate disclosed prior to September 10, 2001, is the turnover rate of U.S. Small Company Portfolio.

(j) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS128

ANNUAL REPORT DECEMBER 31

2005

FINANCIAL HIGHLIGHTS

	Ratios/Supplemental data:
			Ratios to average net assets: (f)
	Net assets, end of period (thousands)		Net expenses			Net investment income (loss)			Expenses without waivers reimbursements and earnings credits			Portfolio turnover rate (g)
MID CAP VALUE FUND
Year Ended December 31, 2005	$	1,915,393		0.75	%		1.02	%		0.98	%		45	%
Year Ended December 31, 2004	$	1,215,000		0.75	%		0.83	%		1.05	%		41	%
Year Ended December 31, 2003	$	334,000		0.75	%		1.00	%		1.07	%		32	%
Year Ended December 31, 2002	$	59,000		0.75	%		1.01	%		1.22	%		51	%
October 1, 2001 Through December 31, 2001(a)	$	4,000		0.75	%		0.94	%		3.30	%(h)		15	%
Year Ended September 30, 2001	$	4,000		0.75	%		1.07	%		3.25	%(h)		98	%
U.S. SMALL COMPANY FUND(c)
Year Ended December 31, 2005	$	46,690		0.83	%		0.39	%		0.98	%		32	%
Year Ended December 31, 2004	$	92,000		0.83	%		—	%		0.97	%		129	%
Year Ended December 31, 2003	$	183,000		0.83	%		0.33	%		0.95	%		78	%
Year Ended December 31, 2002	$	214,000		0.83	%		0.41	%		0.93	%		90	%
June 1, 2001 Through December 31, 2001(b)	$	269,000		0.82	%		0.57	%		0.86	%		48	%(i)
Year Ended May 31, 2001	$	410,000		0.82	%		0.54	%		0.82	%		110	%(i)
VALUE ADVANTAGE FUND
March 1, 2005(e) Through December 31, 2005	$	20		0.75	%		0.87	%		3.01	%		90	%

SEE NOTES TO FINANCIAL STATEMENTS.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS129

JPMorgan Funds

NOTES TO FINANCIAL
STATEMENTS

1. Organization

JPMorgan Trust I ("JPM I") was formed on November 12, 2004 as a Delaware statutory trust, pursuant to a Declaration of Trust dated November 5, 2004 and is registered under the Investment Company Act of 1940, as amended (the "1940 Act") as an open-end management investment company. Except as noted below, the Funds are series of JPM I.

JPMorgan Growth Advantage Fund is a series of J.P. Morgan Mutual Fund Investment Trust ("JPMMFIT"), an open-end management investment company which was organized as a Massachusetts business trust on September 23, 1997.

JPMorgan Mid Cap Value Fund is a series of J.P. Morgan Fleming Mutual Fund Group, Inc. ("JPMFMFG"), an open-end management investment company which was organized as a Maryland corporation on August 19, 1997.

The following are the funds of JPM I, JPMMFIT and JPMFMFG (the "Trusts") (collectively, the "Funds") covered by this report:

FUND				CLASSES OFFERED
Capital Growth Fund				Class A, Class B, Class C and Select Class

Dynamic Small Cap Fund				Class A, Class B, Class C, and Select Class

Growth Advantage Fund				Class A and Class B

Micro Cap Fund				Class A, Class C, Select Class

Mid Cap Equity Fund				Select Class

Mid Cap Value Fund				Class A, Class B, Class C, Select Class and Institutional Class

Small Cap Core Fund				Select Class

Small Cap Equity Fund				Class A, Class B, Class C and Select Class

U.S. Small Company Fund				Select Class and Institutional Class

Value Advantage Fund				Class A, Class C, Select Class and Institutional Class

Until August 17, 2005, the Growth Advantage Fund was formerly named Mid Cap Growth Fund.

Until February 19, 2005, the Small Cap Core Fund was formerly named Trust Small Cap Equity Fund.

The Micro Cap Fund commenced operations on October 31, 2005.

The Value Advantage Fund commenced operations on March 1, 2005.

Prior to February 19, 2005, U.S. Small Company Fund was a separate series of J.P. Morgan Institutional Funds, Capital Growth Fund, Dynamic Small Cap Fund and Small Cap Equity Fund were separate series of J.P. Morgan Mutual Fund Group and Mid Cap Equity Fund and Small Cap Core Fund were a separate series of J.P. Morgan Mutual Fund Select Group. On August 19, 2004, the Board of Trustees of the then existing Trusts approved Agreements and Plans of Reorganization regarding the reorganization of each series of their respective Trust into a corresponding series of J.P. Morgan Mutual Fund Series ("JPMMFS").

At a special meeting of shareholders of the Funds held on January 20, 2005, and adjourned and reconvened on February 3, 2005, shareholders of each of the Funds, except for Growth Advantage Fund and Mid Cap Value Fund, approved an Agreement and Plan of Reorganization with respect to each Fund. Effective after the close of business on February 18, 2005 pursuant to each Agreement and Plan of Reorganization, the Funds were each reorganized, by means of a tax-free reorganization, as a separate series of JPMMFS. Each corresponding series of JPMMFS had no assets, liabilities or operations prior to the reorganization. The event had no impact on the net assets or results of operations of the Funds.

Additionally, the shareholders of JPMMFS approved an Agreement and Plan of Reorganization and Redomiciliation

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS130

ANNUAL REPORT DECEMBER 31

2005

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

providing for the reorganization and redomiciliation of each series of JPMMFS as a corresponding series of JPM I, including those series of JPMMFS such as the Funds which became a series of JPMMFS as of February 18, 2005. Therefore, effective after the close of business on February 18, 2005, pursuant to each Agreement and Plan of Reorganization and Redomiciliation, each Fund, except for Growth Advantage Fund and Mid Cap Value Fund, was reorganized and redomiciled, by means of a tax-free reorganization, as a separate series of JPM I. Each corresponding series of JPM I had no assets, liabilities or operations prior to the reorganization. The event had no impact on the net assets or results of operations of the Funds.

As of the close of business on February 28, 2005, the Small Cap Core Fund and the U.S. Small Company Fund are publicly offered on a limited basis. Additionally, as of the close of business on March 31, 2005, the Mid Cap Value Fund is publicly offered on a limited basis. As of the close of business on August 15, 2005, the Mid Cap Equity Fund is publicly offered on a limited basis.

Class A shares generally provide for a front-end sales charge while Class B and Class C shares provide for a contingent deferred sales charge. Class B shares automatically convert to Class A shares after eight years. No sales charges are assessed with respect to the Select Class and Institutional Class. All classes of shares have equal rights as to earnings, assets and voting privileges except that each class may bear different distribution and shareholder servicing fees (and during the current fiscal year have different transfer agent fees) and each class has exclusive voting rights with respect to its distribution plan and shareholder servicing agreements. Class A shares for which front-end sales charges have been waived may be subject to redemption charges as described in the Funds' prospectus.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Funds in preparation of their financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.

A. Valuation of Investments — Listed securities are valued at the last sale price on the exchange on which they are primarily traded. The value of National Market Systems equity securities quoted by the Nasdaq Stock Market shall generally be the Nasdaq Official Closing Price. Unlisted securities are valued at the last sale price provided by an independent pricing agent or principal market maker. Listed securities for which the latest sales prices are not available are valued at the mean of the latest bid and ask price as of the closing of the primary exchange where such securities are normally traded. Convertible debt securities, debt securities issued by the U.S. Treasury or a U.S. Government Agency (other than short-term investments maturing in less than 61 days), and municipal securities held by the Funds are valued each day based on readily a vailable market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Futures, options and other derivatives are valued on the basis of available market quotations. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share.

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 supervision and responsibility of the Trustees.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS131

JPMorgan Funds

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Funds apply fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless a Fund's advisor determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining the fair value as of the time a Fund calculates its net asset value.

B. Repurchase Agreements — The Funds may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Funds require that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Funds to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Funds may be delayed or limited.

C. Futures Contracts — The Funds may enter into futures contracts for the delayed delivery of securities at a fixed price at some future date or for the change in the value of a specified financial index over a predetermined time period.

Upon entering into a futures contract, the Funds are required to pledge to the broker an amount of cash, U.S. government securities, or other assets, equal to a certain percentage of the contract amount. This is known as the initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Funds each day, depending on the daily fluctuations in fair value of the position. Variation margin is recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the Funds realize a gain or loss.

Use of long futures contracts subjects the Funds to risk of loss in excess of the amounts shown on the Statement of Assets and Liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Funds to unlimited risk of loss. The Funds may enter into futures contracts only on exchanges or boards of trade. The exchange or board of trade acts as the counterparty to each futures transaction; therefore, the Funds' credit risk is limited to failure of the exchange or board of trade.

As of December 31, 2005, the Small Cap Core Fund and U.S. Small Company Fund had outstanding futures contracts as listed on their Schedules of Portfolio Investments.

D. Securities Lending — To generate additional income, each Fund may lend up to 33¹_/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or its instrumentalities (collectively, "U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an affiliate of the Funds, serves as lending agent to the Funds pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Funds on October 15, 2002 and an amended and restated agreement was approv ed by the Board at a meeting held on August 11, 2005.

Under the Securities Lending Agreement, JPMCB acting as agent for the Funds, loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Funds receive payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Funds retain the interest on cash collateral investments but are

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS132

ANNUAL REPORT DECEMBER 31

2005

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

required to pay the borrower a rebate for the use of the cash collateral. For loans secured by U.S. government securities, the borrower pays a borrower fee to the lending agent on behalf of the Funds. The net income earned on the securities lending (after payment of rebates and the fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments.

Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each loan of U.S. Securities and (ii) 0.10% for each loan of the non-U.S. Securities, respectively.

As of December 31, 2005, the following Funds had securities with the following market values on loan, received the following collateral and for the period then ended, these Funds paid the following amounts to related party affiliates (amounts in thousands):

	Lending Agent Fees Paid		Market Value of Collateral		Market Value of Loaned Securities
Capital Growth Fund	$	27	$	77,753	$	75,732
Dynamic Small Cap Fund		20		42,643		41,718
Growth Advantage Fund		3		9,062		8,800
Mid Cap Equity Fund		8		18,220		17,762
Mid Cap Value Fund		161		417,693		407,858
Small Cap Core Fund		87		197,606		191,941
Small Cap Equity Fund		28		97,572		94,938
U.S. Small Company Fund		4		38,777		37,571

Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Funds for any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Funds or the borrower at any time, and are, therefore, not considered to be illiquid investments.

E. Security Transactions and Investment Income — Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Funds first learn of the dividend.

The Funds record distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS133

JPMorgan Funds

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Funds adjust the estimated amounts of components of distributions (and consequently their net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

F. Allocation of Income and Expenses — In calculating the net asset value per share of each class, investment income, realized and unrealized gains and losses and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Expenses directly attributable to a Fund are charged directly to that Fund while the expenses attributable to more than one Fund of the Trusts are allocated among the respective Funds. Each class of shares bears its pro-rata portion of expenses attributable to its Fund, except that each class separately bears expenses related specifically to that class, such as distribution and shareholder servicing fees.

G. Federal Income Taxes — Each Fund is treated as a separate taxable entity for Federal income tax purposes. Each Fund's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary.

H. Foreign Taxes — The Funds may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Funds will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.

I. Dividends and Distributions to Shareholders — Dividends from net investment income are declared and generally paid annually. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share rates are due to differences in separate class expenses. Net realized capital gains, if any, are distributed at least annually. The amount of dividends and distributions from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e., that they result from other than timing of recognition — "temporary differences"), such amounts are reclassified within the capital accounts bas ed on their Federal tax-basis treatment. The following amounts were reclassified within the capital accounts (amounts in thousands):

	Paid-in-capital			Accumulated undistributed/ (overdistributed) net investment income			Accumulated net realized gain (loss) on investments
FUND
Capital Growth Fund	$	1		$	3,920		$	(3,921	)
Dynamic Small Cap Fund		(1,557	)		2,474			(917	)
Growth Advantage Fund		(446	)		447			(1	)
Micro Cap Fund		(1	)		11			(10	)
Mid Cap Equity Fund		1			—	(b)		(1	)
Mid Cap Value Fund		287			2,294			(2,581	)
Small Cap Core Fund		(78	)		43			35
Small Cap Equity Fund		2			176			(178	)
U.S. Small Company Fund		(9	)		(49	)		58
Value Advantage Fund		(8	)		8			—

(b) Amount rounds to less than one thousand.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS134

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2005

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

The reclassifications for the Funds relate primarily to tax returns of capital, net operating losses, organization costs, distributions reclasses and REIT adjustments.

3. Fees and Other Transactions with Affiliates

A. Investment Advisory Fee — Pursuant to the Investment Advisory Agreement, J.P. Morgan Investment Management, Inc. (the "Advisor") acts as the investment advisor to the Funds. The Advisor is a wholly-owned subsidiary of J.P. Morgan Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of each respective Fund and for such services is paid a fee. The fee is accrued daily and paid monthly based on each Fund's respective average daily net assets. The annual fee rate for each Fund is as follows:

Capital Growth Fund	0.40	%
Dynamic Small Cap Fund	0.65
Growth Advantage Fund	0.65
Micro Cap Fund	1.25
Mid Cap Equity Fund	0.65
Mid Cap Value Fund*	0.65
Small Cap Core Fund	0.65
Small Cap Equity Fund	0.65
U.S. Small Company Fund	0.60
Value Advantage Fund	0.65

* Prior to February 19, 2005, the investment advisory fee rate was 0.70%.

The Advisor waived Investment Advisory Fees and/or reimbursed expenses as outlined in Note 3.F.

The Funds may invest in one or more money market funds advised by the Advisor or its affiliates. Advisory, administrative and shareholder servicing fees are waived and/or reimbursed from the Funds in an amount sufficient to offset any doubling up of these fees related to each Fund's investment in an affiliated money market fund to the extent required by law.

B. Administration Fee — Effective February 19, 2005, pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator"), an indirect, wholly-owned subsidiary of JPMorgan, began providing certain administration services to the Funds. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.15% of the first $25 billion of the average daily net assets of all funds in the JPMorgan Fund Complex (excluding the money market funds; Investor Balanced Fund, Investor Conservative Growth Fund, Investor Growth Fund and Investor Growth & Income Fund) and 0.075% of the average daily net assets in excess of $25 billion of all such funds.

Prior to February 19, 2005, JPMorgan Chase Bank, N.A. ("JPMCB") served as the Funds' Administrator subject to the same fee agreements.

JPMCB and the Administrator waived Administration fees and/or reimbursed expenses as outlined in Note 3.F.

Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Funds' Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Funds' Sub-administrator. For its services as

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS135

JPMorgan Funds

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

Sub-administrator, BISYS received a portion of the fees paid to the Administrator.

C. Distribution Fees — Effective February 19, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. ("the Distributor"), a wholly-owned subsidiary of JPMorgan, began serving as the Trusts' exclusive underwriter and promotes and arranges for the sale of each Fund's shares.

Prior to February 19, 2005, J.P. Morgan Fund Distributors, Inc. ("JPMFD"), a wholly-owned subsidiary of The BISYS Group, Inc., served as the Funds' exclusive underwriter.

The Trustees have adopted a Distribution Plan (the "Distribution Plan") for Class A, Class B and Class C Shares of the Funds in accordance with Rule 12b-1 under the 1940 Act.

The Distribution Plan provides that each Fund shall pay distribution fees, including payments to the Distributor, at annual rates of the average daily net assets as shown in the table below:

	Class A			Class B			Class C
Capital Growth Fund		0.25	%		0.75	%		0.75	%
Dynamic Small Cap Fund		0.25			0.75			0.75
Growth Advantage Fund		0.25			0.75			n/a
Micro Cap Fund		0.25			n/a			0.75
Mid Cap Value Fund		0.25			0.75			0.75
Small Cap Equity Fund		0.25			0.75			0.75
Value Advantage Fund		0.25			n/a			0.75

In addition, the Distributor is entitled to receive the front-end sales charges from purchases of Class A shares and the contingent deferred sales charges ("CDSC") from redemptions of Class B and Class C shares and certain Class A shares for which front-end sales charges have been waived. For the period February 19, 2005 to December 31, 2005, the Distributor received the following amounts (in thousands):

	12b-1		Front-End Sales Charges		CDSC
Capital Growth Fund	$	1,348	$	486	$	40
Dynamic Small Cap Fund		697		123		39
Growth Advantage Fund		120		31		1
Micro Cap Fund		1		—		—
Mid Cap Value Fund		10,896		11,823		594
Small Cap Equity Fund		441		1,032		28
Value Advantage Fund		160		1,272		3

JPMFD and the Distributor waived Distribution Fees as outlined in Note 3.F.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS136

ANNUAL REPORT DECEMBER 31

2005

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

D. Shareholder Servicing Fees — Effective February 19, 2005, the Trusts, on behalf of the Funds, have entered into a Shareholder Servicing Agreement with the Distributor under which the Distributor provides certain support services to the shareholders. For performing these services, the Distributor receives a fee that is computed daily and paid monthly equal to a percentage of the average daily net assets as shown in the table below:

	Class A		Class B		Class C		Select Class		Institutional Class
Capital Growth Fund		0.25		0.25		0.25		0.25		n/a
Dynamic Small Cap Fund		0.25		0.25		0.25		0.25		n/a
Growth Advantage Fund		0.25		0.25		n/a		n/a		n/a
Micro Cap Fund		0.25		n/a		0.25		0.25		n/a
Mid Cap Equity Fund		n/a		n/a		n/a		0.25		n/a
Mid Cap Value Fund		0.25		0.25		0.25		0.25		0.10
Small Cap Core Fund		n/a		n/a		n/a		0.25		n/a
Small Cap Equity Fund		0.25		0.25		0.25		0.25		n/a
U.S. Small Company Fund		n/a		n/a		n/a		0.25		0.10
Value Advantage Fund		0.25		n/a		0.25		0.25		0.10

The Distributor has entered into shareholder services contracts with affiliated and unaffiliated financial intermediaries who provide shareholder services and administrative services to their clients or customers who invest in the Funds under which the Distributor will pay all or a portion of fees earned to such financial intermediaries for performing such services.

Prior to February 19, 2005, JPMCB served as the Funds' Shareholder Servicing Agent. JPMCB was subject to the fee rates disclosed in the previous table.

JPMCB and the Distributor waived shareholder servicing fees as outlined in Note 3.F.

E. Custodian and Accounting Fees — JPMCB provides portfolio custody and fund accounting services for the Funds. The amounts paid directly to JPMCB by the Funds for custody and fund accounting services are included in custodian and accounting fees in the Statement of Operations. The custodian fees may be reduced by credits earned by each Fund, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations.

Interest expense paid to the custodian related to cash overdrafts is presented as interest expense in the Statement of Operations.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS137

JPMorgan Funds

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

F. Waivers and Reimbursements — The Advisor, Administrator and Distributor have contractually agreed to waive fees or reimburse the Funds to the extent that total operating expenses (excluding dividend expenses on short sales, interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed the percentages of the Funds' respective average daily net assets as shown in the table below:

	Class A			Class B			Class C			Select Class			Institutional Class
Capital Growth Fund		1.35	%		1.85	%		1.85	%		0.93	%		n/a
Dynamic Small Cap Fund		1.50			2.12			2.12			1.10			n/a
Growth Advantage Fund		1.35			2.05			n/a			n/a			n/a
Micro Cap Fund		1.70			n/a			2.20			1.45			n/a
Mid Cap Equity Fund		n/a			n/a			n/a			1.00			n/a
Mid Cap Value Fund		1.25			2.00			2.00			1.00			0.75	%
Small Cap Core Fund		n/a			n/a			n/a			1.00			n/a
Small Cap Equity Fund		1.38			2.12			2.12			0.85			n/a
U.S. Small Company Fund		n/a			n/a			n/a			1.01			0.83
Value Advantage Fund		1.25			n/a			1.75			1.00			0.75

The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The expense limitation percentages in the table above are due to expire April 30, 2006.

For the year ended December 31, 2005, the Funds' service providers waived fees and contractually reimbursed expenses for each of the Funds as follows (amounts in thousands). None of these parties expects the Funds to repay any such waived fees and reimbursed expenses in future years.

	Contractual Waivers
	Investment Advisory		Administration		Shareholder Servicing		Distribution		Total		Contractual Reimbursements
Capital Growth Fund	$	—	$	—	$	—	$	—	$	—	$	1
Dynamic Small Cap Fund		162		19		76		—		257		—
Growth Advantage Fund		79		28		101		—		208		—
Micro Cap Fund		11		1		2		—		14		20
Mid Cap Equity Fund		—		3		193		—		196		—
Mid Cap Value Fund		5,781		575		2,003		—		8,359		18
Small Cap Core Fund		—		1		500		—		501		—
Small Cap Equity Fund		—		108		578		—		686		—
U.S. Small Company Fund		48		64		123		—		235		—
Value Advantage Fund		123		17		—		—		140		97

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS138

ANNUAL REPORT DECEMBER 31

2005

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

	Voluntary Waivers
	Investment Advisory		Administration		Shareholder Servicing		Distribution		Total
Dynamic Small Cap Fund	$	1	$	6	$	—	$	—	$	7
Mid Cap Equity Fund		—		52		196		—		248
Mid Cap Value Fund		1,022		119		—		—		1,141
Small Cap Core Fund		—		184		1,472		—		1,656
Small Cap Equity Fund		—		43		—		—		43

(h) Amount rounds to less than one thousand.

G. Other — Certain officers of the Trusts are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Funds for serving in their respective roles.

During the period, certain Funds may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor.

The Funds may use related party broker/dealers. For the year ended December 31, 2005, the Funds did not incur any brokerage commissions with broker/dealers affiliated with the Advisor.

The SEC has granted an exemptive order permitting the Funds to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions.

4. Investment Transactions

During the year ended December 31, 2005 purchases and sales of investments (excluding short-term investments) were as follows (amounts in thousands):

	Purchases (excluding U.S. Government)		Sales (excluding U.S. Government)
FUND
Capital Growth Fund	$	1,023,343	$	823,303
Dynamic Small Cap Fund		249,266		276,666
Growth Advantage Fund		74,110		80,393
Micro Cap Fund		5,338		440
Mid Cap Equity Fund		260,864		241,776
Mid Cap Value Fund		5,228,173		2,520,304
Small Cap Core Fund		299,790		363,694
Small Cap Equity Fund		339,344		267,310
U.S. Small Company Fund		56,661		115,739
Value Advantage Fund		135,574		39,621

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS139

JPMorgan Funds

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

5. Federal Income Tax Matters

For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at December 31, 2005 were as follows (amounts in thousands):

	Aggregate cost		Gross unrealized appreciation		Gross unrealized depreciation			Net unrealized appreciation (depreciation)
Capital Growth Fund	$	735,216		139,623		(18,501	)	$	121,122
Dynamic Small Cap Fund		203,151		25,571		(3,468	)		22,103
Growth Advantage Fund		56,900		9,545		(1,061	)		8,484
Micro Cap Fund		5,041		281		(155	)		126
Mid Cap Equity Fund		238,307		53,351		(4,544	)		48,807
Mid Cap Value Fund		6,890,047		850,402		(130,887	)		719,515
Small Cap Core Fund		938,350		124,082		(50,709	)		73,373
Small Cap Equity Fund		488,550		103,424		(5,137	)		98,287
U.S. Small Company Fund		170,111		33,178		(8,453	)		24,725
Value Advantage Fund		101,248		3,805		(2,017	)		1,788

For all of the Funds, the difference between book and tax basis appreciation/(depreciation) on investments is primarily attributed to wash sale loss deferrals.

The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows (amounts in thousands):

	Distributions paid from:
	Ordinary Income		Net Long-Term Capital Gains		Tax Return of Capital		Total Distributions Paid
Capital Growth Fund	$	5,585	$	51,737		—	$	57,322
Dynamic Small Cap Fund		—		12,871		—		12,871
Mid Cap Equity Fund		7,528		20,249		—		27,777
Mid Cap Value Fund		136,842		82,699		—		219,541
Small Cap Core Fund		14,476		7,123		—		21,599
Small Cap Equity Fund		5,878		47,292		—		53,170
U.S. Small Company Fund		4,252		12,500		—		16,752
Value Advantage Fund		1,391		6		—		1,397

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS140

ANNUAL REPORT DECEMBER 31

2005

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows (amounts in thousands):

	Distributions paid from:
	Ordinary income		Net long-term capital gains		Tax return of capital		Total distributions paid
Capital Growth Fund	$	—	$	61,848	$	—	$	61,848
Mid Cap Equity Fund		6,536		17,731		—		24,267
Mid Cap Value Fund		44,728		10,066		—		54,794
Small Cap Core Fund		12,478		75,838		—		88,316
Small Cap Equity Fund		5,490		106,812		—		112,302
U.S. Small Company Fund		—		28,244		—		28,244

At December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows (amounts in thousands):

	Current distributable ordinary income		Current distributable long-term capital gain or (tax basis capital loss carryover)			Unrealized appreciation (depreciation)
Capital Growth Fund	$	5,265	$	9,122		$	121,122
Dynamic Small Cap Fund		—		389			22,103
Growth Advantage Fund		—		(245,044	)		8,484
Micro Cap Fund		33		—			126
Mid Cap Equity Fund		1,716		3,206			48,807
Mid Cap Value Fund		19,629		32,703			719,515
Small Cap Core Fund		—		—			73,373
Small Cap Equity Fund		1,640		1,661			98,287
U.S. Small Company Fund		241		966			24,725
Value Advantage Fund		95		9			1,788

For the Funds, the cumulative timing differences primarily consist of wash sale loss deferrals, deferred compensation, post October losses, investments in 1256 contracts and REIT adjustments.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS141

JPMorgan Funds

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

As of December 31, 2005, the following Funds had net capital loss carryforwards, which are available to offset future realized gains (amounts in thousands):

	2006		2007		2008		2009		2010		2011		2012		2013		Total
Capital Growth Fund*		—		—		—		—		563		—		—		—		563
Growth Advantage Fund		—		—		—		214,153		28,364		2,527		—		—		245,044

* Limited under IRC section 381-384.

During the year ended December 31, 2005, Growth Advantage Fund, Dynamic Small Cap Fund and Capital Growth Fund utilized capital loss carryforwards of $8,373, $3,776 and $113 respectively (in thousands)

Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Funds' next taxable year. For the year ended December 31, 2005, the Dynamic Small Cap Fund and Small Cap Core Fund deferred to January 1, 2006 post October capital losses of $664 and $1,364 (amounts in thousands).

6. Borrowings

Effective February 19, 2005, the Funds began relying upon an exemptive order ("Order") permitting the establishment and operation of an Interfund Lending Facility ("Facility"). The Facility allows the Funds to directly lend and borrow money to or from any other fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The Interfund Loan Rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. The Order was granted to JPMorgan Trust II (formerly One Group Mutual Funds) and may be relied upon by the Funds because they are investment companies in the same "group of investment comp anies" (as defined in Section 12(d)(1)(G) of the Investment Company Act of 1940).

In addition, effective February 18, 2005, the Trusts and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Funds. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006.

Prior to February 18, 2005, the Funds were allowed to borrow money for temporary or emergency purposes, pursuant to a Line of Credit dated April 17, 2003. This agreement enabled the Funds to participate with other JPMorgan Funds in a line of credit with JPMCB, as administrative agent, and a syndicate of banks, which permitted borrowings up to $250 million, collectively. Interest was charged to each Fund based on its borrowings at an annual rate equal to the sum of the Federal Funds Rate plus 0.50%. The Funds also paid a commitment fee of 0.09% per annum on the average daily amount of the available commitment, which was allocated on a pro-rata basis to the Funds. This agreement was terminated as of February 18, 2005.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS142

ANNUAL REPORT DECEMBER 31

2005

NOTES TO FINANCIAL
STATEMENTS

(CONTINUED)

The outstanding borrowings from another fund or from the unsecured uncommitted credit facility and average borrowings for the period ended December 31, 2005, were as follows (in thousands):

	Outstanding balance at December 31, 2005		Average borrowings		Number of days used		Interest paid
Small Cap Equity Fund	$	—	$	1,273		1	(c)
U.S. Small Company Fund		—		697		1	(c)

* Amount is less than one thousand.

7. Concentrations and Indemnifications

In the normal course of business the Funds enter into contracts that contain a variety of representations which provide general indemnifications. Each Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against each Fund that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

From time to time, the Funds' investment adviser or an affiliate may exercise discretion on behalf of certain of its clients with respect to the purchase or sale of a significant portion of the Funds' outstanding shares. Investment activities on behalf of these shareholders could impact the Funds.

8. Subsequent Event*

On February 6, 2006, the JPMorgan Chase Bank Emerging Growth Trust and JPMorgan Chase Bank Special Equities Fund common trust funds, managed by JPMorgan Chase Bank, N.A., transferred securities in-kind to the JPMorgan Small Cap Core Fund in a tax-free exchange. The JPMorgan Chase Bank Emerging Growth Trust purchased 2,102 Select Class Shares of JPMorgan Small Cap Core Fund and the JPMorgan Small Cap Core Fund received portfolio securities with a market value of $100,174 in exchange for these shares. The JPMorgan Chase Bank Special Equities Fund purchased 4,895 Select Class Shares of JPMorgan Small Cap Core Fund and the JPMorgan Small Cap Core Fund received portfolio securities with a market value of $233,243 in exchange for these shares. The cost basis of the portfolio securities transferred to the JPMorgan Small Cap Core Fund is equal to the cost of the securities of the JPMorgan Chase Bank Emerging Growth Trust and JPMorgan Ch ase Bank Special Equities Fund, respectively, at the time of the in-kind transfer.

* Amounts in thousands

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS143

JPMorgan Funds

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of
J.P. Morgan Mutual Fund Investment Trust, J.P. Morgan Fleming Mutual Fund Group, Inc. and JPMorgan Trust I:

In our opinion, the accompanying statements of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Growth Advantage Fund (a portfolio of J.P. Morgan Mutual Fund Investment Trust), JPMorgan Mid Cap Value Fund (a portfolio of J.P. Morgan Fleming Mutual Fund Group, Inc.), JPMorgan Capital Growth Fund, JPMorgan Dynamic Small Cap Fund, JPMorgan Micro Cap Fund, JPMorgan Mid Cap Equity Fund, JPMorgan Small Cap Core Fund, JPMorgan Small Cap Equity Fund, JPMorgan U.S. Small Company Fund and JPMorgan Value Advantage Fund (each a portfolio of JPMorgan Trust I) (hereafter collectively referred to as the "Funds") at December 31, 2005, the results of each of their operations for the period then ended, the changes in each of their net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which includ ed confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 21, 2006

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS144

JPMorgan Funds

TRUSTEES

(Unaudited)

Name (Year of Birth);
Positions With
the Funds

Principal Occupations
During Past 5 Years

Number of
Funds in Fund
Complex Overseen
by Trustee(1)

Other Directorships Held
Outside Fund Complex

Independent Trustees

William J. Armstrong (1941); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 1987.

Retired; Vice President & Treasurer of Ingersoll-Rand Company (manufacturer of industrial equipment) (1972-2000).

118

None.

Roland R. Eppley, Jr. (1932); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 1989.

Retired; President & Chief Executive Officer, Eastern Sales Bankcard (1971-1988).

118

None.

John F. Finn
(1947); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1998.

President and Chief Executive Officer of Gardner, Inc. (wholesale distributor to outdoor power equipment industry) (1979-present).

117

Director, Cardinal Health, Inc (CAH) (1994-present); Director, The Crane Group (2003-present); Chairman, The Columbus Association for the Performing Arts (CAPA) (2003-present).

Dr. Matthew Goldstein (1941); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 2003.

Chancellor of the City University of New York (1999-present); President, Adelphi University (New York) (1998-1999).

118

Director, Albert Einstein School of Medicine (1998-present); Director of New Plan Excel Realty Trust, Inc. (real estate investment trust) (2000-present); Director of Lincoln Center Institute for the Arts in Education (1999-present).

Robert J. Higgins
(1945); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 2002.

Retired; Director of Administration of the State of Rhode Island (2003-2004); President – Consumer Banking and Investment Services, Fleet Boston Financial (1971-2001).

118

None.

Peter C. Marshall
(1942); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1994.

Self-employed business consultant (2002-present); Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000).

117

None.

Marilyn McCoy
(1948); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1999.

Vice President of Administration and Planning, Northwestern University (1985-present).

117

Trustee, Mather LifeWays (1994-present); Trustee, Carleton College (2003-present).

William G. Morton, Jr. (1937); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 2003.

Retired; Chairman Emeritus (2001-2002), and Chairman and Chief Executive Officer, Boston Stock Exchange (1985-2001).

118

Director of Radio Shack Corporation (electronics) (1987-present); Director of The National Football Foundation and College Hall of Fame (1994-present); Trustee of the Stratton Mountain School (2001-present).

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS145

JPMorgan Funds

TRUSTEES (CONTINUED)

(Unaudited)

Name (Year of Birth);
Positions With
the Funds

Principal Occupations
During Past 5 Years

Number of
Funds in Fund
Complex Overseen
by Trustee(1)

Other Directorships Held
Outside Fund Complex

Independent Trustees (continued)

Robert A. Oden, Jr. (1946); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1997.

President, Carleton College (2002-present); President, Kenyon College (1995-2002).

117

Director, American University in Cairo.

Fergus Reid, III
(1932); Trustee of Trust (Chairman) since 2005; Trustee (Chairman) of heritage JPMorgan Funds since 1987.

Chairman of Lumelite Corporation (plastics manufacturing) (2003-present); Chairman and Chief Executive Officer of Lumelite Corporation (1985-2002).

118

Trustee of Morgan Stanley Funds (198 portfolios) (1995-present).

Frederick W. Ruebeck (1939); Trustee of Trust since 2005; Trustee of heritage One Group Mutual Funds since 1994.

Advisor, Jerome P. Green & Associates, LLC (broker-dealer) (2002-present); Chief Investment Officer, Wabash College (2004-present); self-employed consultant (2000-present); Director of Investments, Eli Lilly and Company (1988-1999).

117

Director, AMS Group (2001-present); Trustee, Wabash College (1988-present); Chairman, Indianapolis Symphony Orchestra Foundation (1994-present).

James J. Schonbachler (1943); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 2001.

Retired; Managing Director of Bankers Trust Company (financial services) (1968-1998).

118

None.

Interested Trustee

Leonard M. Spalding, Jr.** (1935); Trustee of Trust since 2005; Trustee of heritage JPMorgan Funds since 1998.

Retired; Chief Executive Officer of Chase Mutual Funds (investment company) (1989-1998); President & Chief Executive Officer of Vista Capital Management (investment management) (1990-1998); Chief Investment Executive of Chase Manhattan Private Bank (investment management) (1990-1998).

118

Director, Glenview Trust Company, LLC (2001-present); Trustee, St. Catherine College (1998-present); Trustee, Bellarmine University (2000-present); Director, Springfield-Washington County Economic Development Authority (1997-present); Trustee, Marion and Washington County, Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present).

(1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex which the Board of Trustees oversees currently includes nine registered investment companies (118 funds).

* This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds).

** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock.

The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS146

ANNUAL REPORT DECEMBER 31

2005

OFFICERS

(Unaudited)

Name (Year of Birth), Positions Held with the Funds				Principal Occupations During Past 5 Years
George C.W. Gatch (1962), President (2005)				Managing Director of JPMorgan Investment Management Inc.; Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005. Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales.

Robert L. Young (1963), Senior Vice President (2005)*				Director and Vice President of 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)				Vice President, JPMorgan Funds Management, Inc.; previously, Treasurer, JPMorgan Funds and Head of Funds Administration and Board Liaison. Ms. Maleski was Vice President of Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001.

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 JP Morgan 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), Senior Vice President and Chief Compliance Officer (2005)				Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman was head of Fund Administration – Pooled Vehicles from 2000 to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 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.

Stephen M. Benham (1959), Secretary (2005)				Vice President and Assistant General Counsel, JPMorgan Chase & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000.

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 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004.

Jessica K. Ditullio (1962), Assistant Secretary (2005)*				Vice President and Assistant General Counsel, JPMorgan Chase & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JP Morgan Chase & Co. (formerly Bank One Corporation) since 1990.

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, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc).

Ellen W. O'Brien (1957), Assistant Secretary (2005)**				Assistant Vice President, JPMorgan Investor Services, Co., responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991.

Suzanne E. Cioffi (1967), Assistant Treasurer (2005)				Vice President, JPMorgan Funds Management, Inc., responsible for mutual fund financial reporting; Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS147

JPMorgan Funds

OFFICERS (CONTINUED)

(Unaudited)

Name (Year of Birth), Positions Held with the Funds				Principal Occupations During Past 5 Years
Christopher D. Walsh (1965), Assistant Treasurer (2005)				Vice President, JPMorgan Funds Management, Inc.; Mr. Walsh has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000.

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; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001.

The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036.

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

** The contact address for the officer is 73 Tremont Street, Floor 1, Boston MA 02108.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS148

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF SHAREHOLDER EXPENSES

Hypothetical $1,000 Investment at Beginning of Period

December 31, 2005

(Unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees and (2) ongoing costs, including investment advisory, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005.

Actual Expenses

For each Class of each Fund in the table below, the first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line of each Class under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of each Class in the table below provides information about hypothetical account values and hypothetical expenses based on the Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees. Therefore, the second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS149

JPMorgan Funds

SCHEDULE OF SHAREHOLDER EXPENSES

Hypothetical $1,000 Investment at Beginning of Period

December 31, 2005

(Unaudited)

	Beginning Account Value, July 1, 2005		Ending Account Value, December 31, 2005		Expenses Paid During Period		Annualized Expense Ratio
CAPITAL GROWTH FUND
Class A
Actual	$	1,000.00	$	1,072.60	$	5.96		1.14	%
Hypothetical	$	1,000.00	$	1,019.46	$	5.80		1.14	%
Class B
Actual	$	1,000.00	$	1,069.90	$	8.56		1.64	%
Hypothetical	$	1,000.00	$	1,016.94	$	8.34		1.64	%
Class C
Actual	$	1,000.00	$	1,069.80	$	8.56		1.64	%
Hypothetical	$	1,000.00	$	1,016.94	$	8.34		1.64	%
Select Class
Actual	$	1,000.00	$	1,073.90	$	4.65		0.89	%
Hypothetical	$	1,000.00	$	1,020.72	$	4.53		0.89	%
DYNAMIC SMALL CAP FUND
Class A
Actual	$	1,000.00	$	1,071.40	$	7.83		1.50	%
Hypothetical	$	1,000.00	$	1,017.64	$	7.63		1.50	%
Class B
Actual	$	1,000.00	$	1,068.00	$	10.79		2.07	%
Hypothetical	$	1,000.00	$	1,014.77	$	10.51		2.07	%
Class C
Actual	$	1,000.00	$	1,068.20	$	10.79		2.07	%
Hypothetical	$	1,000.00	$	1,014.77	$	10.51		2.07	%
Select Class
Actual	$	1,000.00	$	1,073.40	$	5.75		1.10	%
Hypothetical	$	1,000.00	$	1,019.66	$	5.60		1.10	%
GROWTH ADVANTAGE FUND
Class A
Actual	$	1,000.00	$	1,081.80	$	7.08		1.35	%
Hypothetical	$	1,000.00	$	1,018.40	$	6.87		1.35	%
Class B
Actual	$	1,000.00	$	1,076.10	$	10.73		2.05	%
Hypothetical	$	1,000.00	$	1,014.87	$	10.41		2.05	%

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS150

ANNUAL REPORT DECEMBER 31

2005

SCHEDULE OF SHAREHOLDER EXPENSES (CONTINUED)

Hypothetical $1,000 Investment at Beginning of Period

December 31, 2005

(Unaudited)

	Beginning Account Value		Ending Account Value, December 31, 2005		Expenses Paid During Period		Annualized Expense Ratio
MICRO CAP FUND
Class A
Actual*	$	1,000.00	$	1,031.30	$	2.89		1.70	%
Hypothetical**	$	1,000.00	$	1,016.64	$	8.64		1.70	%
Class C
Actual*	$	1,000.00	$	1,030.70	$	3.73		2.20	%
Hypothetical**	$	1,000.00	$	1,014.12	$	11.17		2.20	%
Select Class
Actual*	$	1,000.00	$	1,032.00	$	2.46		1.45	%
Hypothetical**	$	1,000.00	$	1,017.90	$	7.37		1.45	%
MID CAP EQUITY FUND
Select Class
Actual	$	1,000.00	$	1,056.10	$	4.66		0.90	%
Hypothetical	$	1,000.00	$	1,020.67	$	4.58		0.90	%
MID CAP VALUE FUND
Class A
Actual	$	1,000.00	$	1,037.40	$	6.42		1.25	%
Hypothetical	$	1,000.00	$	1,018.90	$	6.36		1.25	%
Class B
Actual	$	1,000.00	$	1,034.80	$	8.98		1.75	%
Hypothetical	$	1,000.00	$	1,016.38	$	8.89		1.75	%
Class C
Actual	$	1,000.00	$	1,035.20	$	8.98		1.75	%
Hypothetical	$	1,000.00	$	1,016.38	$	8.89		1.75	%
Select Class
Actual	$	1,000.00	$	1,038.70	$	5.14		1.00	%
Hypothetical	$	1,000.00	$	1,020.16	$	5.09		1.00	%
Institutional Class
Actual	$	1,000.00	$	1,040.10	$	3.86		0.75	%
Hypothetical	$	1,000.00	$	1,021,42	$	3.82		0.75	%
SMALL CAP CORE FUND
Select Class
Actual	$	1,000.00	$	1,042.90	$	4.18		0.80	%
Hypothetic	$	1,000.00	$	1,021.17	$	4.08		0.80	%

* Beginning account value as of October 31, 2005 (commencement of offering of Classes A, C, and Select Shares) and expenses paid during the period from October 31, 2005 through December 31, 2005.

** Beginning account value as of July 1, 2005 and expenses paid during the period from July 1, 2005 through December 31, 2005.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS151

JPMorgan Funds

SCHEDULE OF SHAREHOLDER EXPENSES (CONTINUED)

Hypothetical $1,000 Investment at Beginning of Period

December 31, 2005

(Unaudited)

	Beginning Account Value		Ending Account Value, December 31, 2005		Expenses Paid During Period		Annualized Expense Ratio
SMALL CAP EQUITY FUND
Class A
Actual	$	1,000.00	$	1,090.10	$	7.11		1.35	%
Hypothetical	$	1,000.00	$	1,018.40	$	6.87		1.35	%
Class B
Actual	$	1,000.00	$	1,087.70	$	9.73		1.85	%
Hypothetical	$	1,000.00	$	1,015.88	$	9.40		1.85	%
Class C
Actual	$	1,000.00	$	1,087.70	$	9.73		1.85	%
Hypothetical	$	1,000.00	$	1,015.88	$	9.40		1.85	%
Select Class
Actual	$	1,000.00	$	1,093.10	$	4.48		0.85	%
Hypothetical	$	1,000.00	$	1,020.92	$	4.33		0.85	%
U.S.SMALL COMPANY FUND
Select Class
Actual	$	1,000.00	$	1,045.60	$	5.21		1.01	%
Hypothetical	$	1,000.00	$	1,020.11	$	5.14		1.01	%
Institutional Class
Actual	$	1,000.00	$	1,045.70	$	4.28		0.83	%
Hypothetical	$	1,000.00	$	1,021.02	$	4.23		0.83	%
VALUE ADVANTAGE FUND
Class A
Actual	$	1,000.00	$	1,041.90	$	6.43		1.25	%
Hypothetical	$	1,000.00	$	1,018.90	$	6.36		1.25	%
Class C
Actual	$	1,000.00	$	1,039.80	$	9.00		1.75	%
Hypothetical	$	1,000.00	$	1,016.38	$	8.89		1.75	%
Select Class
Actual	$	1,000.00	$	1,043.70	$	5.15		1.00	%
Hypothetical	$	1,000.00	$	1,020.16	$	5.09		1.00	%
Institutional Class
Actual	$	1,000.00	$	1,038.60	$	3.85		0.75	%
Hypothetical	$	1,000.00	$	1,021.42	$	3.82		0.75	%

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS152

ANNUAL REPORT DECEMBER 31

2005

BOARD APPROVAL OF RENEWAL OF INVESTMENT ADVISORY AGREEMENTS

(Unaudited)

All Funds except Micro Cap Fund

The Board of Trustees meetings held in person in July and August 2005, considered the continuation of each of the investment advisory agreements for the Funds whose annual report is contained herein (each an "Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for each Fund. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Funds' management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advi sory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005.

The Trustees, as part of their review of the investment advisory arrangements for the Funds, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Funds. This information includes the Funds' performance against the Funds' peers and benchmarks and analyses by the Adviser of the Funds' performance. In addition, with respect to all Funds, except the money market Funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the Funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Funds' expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper" ), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement.

In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between each Fund and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of each Fund and its shareholders.

The matters discussed below were considered and discussed by the Trustees in reaching their conclusions:

Nature, Extent and Quality of Services Provided by the Adviser

The Trustees received and considered information regarding the nature, extent and quality of the services provided to each Fund under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS153

JPMorgan Funds

BOARD APPROVAL OF RENEWAL OF INVESTMENT ADVISORY AGREEMENTS (CONTINUED)

(Unaudited)

annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to each Fund by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of each Fund and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF") an affiliate of the Adviser was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Funds gained from their experience as Trustees of the Funds. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality servi ce to the Funds, the benefits to the Fund of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to each Fund.

Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to each Fund by the Adviser.

Costs of Services Provided and Profitability to the Adviser

At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to each of the Funds. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Funds, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations an d the fact that publicly-traded fund managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of each of the Investment Advisory Agreements was not unreasonable in light of the services and benefits provided to each Fund.

Fall-Out Benefits

The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Funds. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Funds.

The Trustees also considered that JPMF and JPMorgan Distribution Services, Inc. ("JPMDS") affiliates of the Adviser are expected to earn fees from the Funds for providing administrative and shareholder services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the payments of Rule 12b-1 fees to JPMDS, which also

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS154

ANNUAL REPORT DECEMBER 31

2005

BOARD APPROVAL OF RENEWAL OF INVESTMENT ADVISORY AGREEMENTS (CONTINUED)

(Unaudited)

acts as the Funds' distributor and that these fees are generally paid to financial intermediaries that sell the Funds, including financial intermediaries that are affiliates of the Adviser. The Trustees also considered the fees paid to JPMorgan Chase Bank, NA for custody and fund accounting and other related services.

Economies of Scale

The Trustees noted that the proposed investment advisory fee schedule for each Fund does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers and expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of money market assets or non-money market fund assets, as applicable, advised by the Adviser, and that the Fund would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors.

Independent Written Evaluation of the Fund's Chief Compliance Officer

The Trustees noted that, upon their direction, the Chief Compliance Officer for the Capital Growth Fund, Dynamic Small Cap Fund, Growth Advantage Fund, Mid Cap Equity Fund, Mid Cap Value, Small Cap Core Fund, Small Cap Equity Fund, U.S. Small Company Fund and Value Advantage Fund had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of these Funds. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. The Trustees considered the evaluation as noted in the Investment Performance section of this report.

Fees Relative to Adviser's Other Clients

The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Funds relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Funds in comparison to those charged to the Adviser's other clients were reasonable.

Investment Performance

The Trustees received and considered relative performance and expense information for each Fund in a report prepared by Lipper. The Trustees considered the total return performance information, which included each Fund's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Fund's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in each Fund's Peer Group and Universe Group. As part of this review, the Trustees also reviewed each Fund's performance against its benchmark and considered the performance information provided for each Fund at regular Board meetings. The attention that was given to the Lipper reports and the ac tions taken as

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS155

JPMorgan Funds

BOARD APPROVAL OF RENEWAL OF INVESTMENT ADVISORY AGREEMENTS (CONTINUED)

(Unaudited)

a result of the review of each Fund's investment performance is summarized below:

The Trustees noted that the performance of the one, three and five year periods of the Capital Growth Fund was better than that of its Universe Group median.

The Trustees noted that the performance of the Dynamic Small Cap Fund was within a reasonable range of the Universe Group median.

The Trustees noted that the performance of the Growth Advantage Fund was better than that of its Universe Group median for the one year and three year periods.

The Trustees noted that the performance of the Mid Cap Equity Fund for the one, three and five year periods was better than that of its Universe Group median.

The Trustees noted that the performance of the Mid Cap Value Fund was better than that of its Universe Group median for the one year and three year periods.

The Trustees noted that although the three and five year performance of the Small Cap Core Fund lagged that of its Universe Group, the Fund's one-year performance demonstrated improvement as the Fund had outperformed the median of its Universe Group. The Trustees found such performance satisfactory in view of the recent improvement, however, the Trustees accepted the Chief Compliance Officer's recommendation that, while considering the Fund's portfolio management team change within the past year, the Board's Equity Investment Sub-Committee would review the Fund's performance at each quarterly board meeting until improved performance is demonstrated over a period of time.

The Trustees noted that the performance of the Small Cap Equity Fund was better than that of its Universe Group median for the one year and three year periods.

The Trustees recognized that the one, three and five year performance of the U.S. Small Company Fund lagged that of its Universe Group. The Trustees and the Chief Compliance Officer noted the Adviser's process to periodically review the Fund and address the Fund's performance results. The Trustees directed the Adviser to report to them at each quarterly board meeting about the results of such reviews and steps taken to improve performance and actual performance results.

The Trustees noted that valuation of performance information for contractual continuance purposes would not yet be sufficiently reliable for the Value Advantage Fund because the Fund commenced operations on February 28, 2005.

Advisory Fees and Expense Ratios

The Trustees considered the contractual advisory fee rate paid by the Fund to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Fund. The Trustees recognized that Lipper reported the Fund's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements currently in place for the Fund and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS156

ANNUAL REPORT DECEMBER 31

2005

BOARD APPROVAL OF RENEWAL OF INVESTMENT ADVISORY AGREEMENTS (CONTINUED)

(Unaudited)

included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Fund's advisory fees and expense ratios is summarized below:

The Trustees noted that the Capital Growth Fund's contractual advisory fee was in the first quintile of the Fund's Peer Group and the net advisory fee was in the first quintile of the Fund's Universe Group and concluded that the advisory fee was reasonable.

The Trustees noted that the Dynamic Small Cap Fund's contractual advisory fee was in the first quintile of the Fund's Peer Group and the net advisory fee was in the second quintile of the Fund's Universe Group and concluded that the advisory fee was reasonable.

The Trustees noted that the Growth Advantage Fund's contractual advisory fee was in the second quintile of the Fund's Peer Group and the net advisory fee was in the second quintile of the Fund's Universe Group and concluded that the advisory fee was reasonable.

The Trustees noted that the Mid Cap Equity Fund's contractual advisory fee was in the first quintile of the Fund's Peer Group and the net advisory fee was in the second quintile of the Fund's Universe Group and concluded that the advisory fee was reasonable.

The Trustees noted that although the Mid Cap Value Fund's contractual advisory fee was higher than the median of its Peer Group, the fee was considered reasonable recognizing that the net advisory fee was lower than the median of its Universe Group.

The Trustees noted that the Small Cap Core Fund's contractual advisory fee was in the first quintile of the Fund's Peer Group and the net advisory fee was in the first quintile of the Fund's Universe Group and concluded that the advisory fee was reasonable.

The Trustees noted that the Small Cap Equity Fund's contractual advisory fee was within a reasonable range of the median of its Peer Group and the fee was considered reasonable recognizing that the net advisory fee was lower than the median of its Universe Group.

The Trustees noted that the U.S. Small Company Fund's contractual advisory fee was in the first quintile of the Fund's Peer Group and the net advisory fee was in the first quintile of the Fund's Universe Group and concluded that the advisory fee was reasonable.

The Trustees noted that the Value Advantage Fund's contractual advisory fee was in the second quintile of the Fund's Peer Group and the net advisory fee was in the first quintile of the Fund's Universe Group and concluded that the advisory fee was reasonable.

Micro Cap Fund

The creation of the Micro Cap Fund was considered at the August 2005 board meeting. At the meeting, which was held in person, the Board of Trustees approved the investment advisory agreement for the Fund. In connection with such approval, the portfolio manager provided information concerning the proposed investment strategies to be used by the Fund and the Adviser's experience in using such strategies for other advisory clients. The Trustees also received and evaluated written materials from the Adviser, including expense information compiled by Lipper. Prior to voting, the Trustees reviewed the proposed approval of the advisory agreement with representatives of the Adviser and with counsels to the Trust. The Trustees also discussed the proposed approval in the Trust's Equity Sub-Committee meeting.

The Board evaluated multiple factors in determining whether to approve the investment advisory agreement.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS157

JPMorgan Funds

BOARD APPROVAL OF RENEWAL OF INVESTMENT ADVISORY AGREEMENTS (CONTINUED)

(Unaudited)

In reaching their decision, the Board of Trustees did not identify any single factor as being of paramount importance. Based on their evaluation of the information reviewed and after due consideration, the Board of Trustees concluded that the advisory agreement for the Micro Cap Fund was fair and reasonable and that approval of the agreement would be in the best interest of the Fund and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions:

The Board of Trustees considered the nature and quality of services to be provided by the Adviser to the Micro Cap Fund including portfolio management resources and the experience of the Adviser in connection with the investment strategies used by the Fund. With regard to the nature and quality of the investment advisory services involved, the Board concluded that the services would be of high quality with respect to the Micro Cap Fund given strong staffing resources, infrastructure, and investment processes.

The Board also considered the Adviser's performance with respect to similar investments. The Board noted that, although the Adviser did not have a track record with respect to managing investment companies using the same strategies to be employed by the Micro Cap Fund, the Adviser had extensive experience in managing micro capitalization assets.

The Board of Trustees compared the terms of the Fund's advisory arrangements and similar arrangements by other investment companies, particularly with regard to levels of advisory fees relative to its peer group. In conducting its review, the Board analyzed the materials based on projections and the proposed expense limitation with respect to the Fund.

The Board of Trustees also examined the benefits to the Adviser and its affiliates of their relationship with each Fund. Specifically, the Board of Trustees analyzed the benefits that accrue to the Adviser and its affiliates as a result of the fact that affiliates of the Adviser act as custodian, administrator and shareholder servicing agent for the Fund, and receive fees from the Fund for acting in such capacities.

Finally, the Board considered economies of scale in reviewing the agreement. The Board concluded that the overall contractual environment for the Fund would reflect economies of scale, since breakpoints were included in the administration agreement. It was also noted that the growth of assets in the complex would tend to lower the per-share cost of various fixed expenses and, therefore, would result in certain economies of scale. The board concluded that, given these and other facts, including the anticipated size of the new fund, investment advisory breakpoints were not necessary or appropriate at this time.

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS158

ANNUAL REPORT DECEMBER 31

2005

TAX LETTER (UNAUDITED)

Certain tax information for the JPMorgan Funds is required to be provided to shareholders based upon the Funds' income and distributions for the taxable year ended December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover.

The following represents the percentage of ordinary income distributions eligible for the 70% dividend received deduction for corporate shareholders for the fiscal year ended December 31, 2005:

	Dividend Received Deduction
Capital Growth		16.70	%
Mid Cap Equity		33.10	%
Mid Cap Value		61.03	%
Small Cap Core		46.24	%
Small Cap Equity		44.95	%
U.S. Small Company		26.01	%
Value Advantage		41.09	%

Each Fund hereby designates the following amount as long-term capital gain distributions for the purpose of the dividend paid deduction on its respective tax return for the fiscal year ended December 31, 2005 (amounts in thousands):

	Long-Term Capital Gain Distribution
Capital Growth	$	51,737
Dynamic Small Cap	$	12,871
Mid Cap Equity	$	20,249
Mid Cap Value	$	82,699
Small Cap Core	$	7,123
Small Cap Equity	$	47,292
U.S. Small Company	$	12,500
Value Advantage	$	6

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS159

JPMorgan Funds

TAX LETTER (UNAUDITED)

For the fiscal year ended December 31, 2005, certain dividends paid by the Funds may be subject to a maximum tax rate of 15% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The following represents the amount of ordinary income distributions received by the Fund treated as qualified dividends (amounts in thousands):

	Qualified Dividend Income
Mid Cap Equity	$	2,548
Mid Cap Value	$	90,024
Small Cap Core	$	4,200
Small Cap Equity	$	2,914
U.S. Small Company	$	1,172
Value Advantage	$	640

For the fiscal year ended December 31, 2005, The Funds designate the following amounts of short-term capital gain distributions paid during the Fund's fiscal year that are from qualified and short-term capital gain (amounts in thousands):

	Short-term Gain
Mid Cap Equity	$	4,602
Mid Cap Value	$	85,723
Small Cap Core	$	6,588
Small Cap Equity	$	5,434
U.S. Small Company	$	4,089
Value Advantage	$	1,115

JPMORGAN U.S. EQUITY MID/SMALL CAP FUNDS160

JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc., which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds.

This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by a prospectus.

Contact JPMorgan Funds Service Center at 1-800-480-4111 for a fund prospectus. You can also visit us at www.jpmorganfunds.com. Investors should carefully consider the investment objectives and risk as well as charges and expenses of the mutual fund before investing. The prospectus contains this and other information about the mutual fund. Read the prospectus carefully before investing.

Each Fund files a complete schedule of its portfolio holdings for the first and third quarters of its fiscal year with the SEC on Form N-Q. Each Fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of each Fund's policies and procedures with respect to the disclosure of each Fund's portfolio holdings is available in the Statement of Additional Information.

A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Fund to the Advisor. A copy of the Fund's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or at the Fund's website at www.jpmorganfunds.com no later than August 31 of each year. The Fund's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

PRSRT STD
U.S. POSTAGE
PAID
PERMIT 2891
KANSAS CITY, MO

JPMorgan Funds Fulfillment Center
6112 W. 73rd Street
Bedford Park, IL 60638

ITEM 2. CODE OF ETHICS.

Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.

The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 12(a)(1), unless the registrant has elected to satisfy paragraph (f) of this Item by positing its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item.

If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or third party, that relates to one or more items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.

The Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics in effect as of December 31, 2005 is included as Exhibit 12(a)(1).

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

(a) (1) Disclose that the registrant’s board of directors has determined that the registrant either:

(i) Has at least one audit committee financial expert serving on its audit committee; or

(ii) Does not have an audit committee financial expert serving on its audit committee.

The Registrant’s Board of Trustees has determined that the Registrant has at least one audit committee financial expert serving on its audit committee. The Securities and Exchange Commission has stated that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:

(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or

(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).

The audit committee financial expert is William Armstrong. He is a “non-interested” trustee and is also “independent” as defined by the Securities and Exchange Commission for purposes of audit committee financial expert determinations.

(3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does not have an audit committee financial expert.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional

services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

AUDIT FEES

2004 – $73,200
2005 - $41,852

(b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

AUDIT-RELATED FEES (On a calendar year basis)

2004 – $9,397,000
2005 - $10,110,000

The audit-related fees consist of aggregate fees billed for assurance and related services by the independent public registered accounting firm to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant (“Service Affiliates”), that were reasonably related to the performance of the annual audit of the Registrant’s financial statements.

(c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

TAX FEES

2004 – $14,600
2005 - $14,100

The tax fees consist of fees billed in connection with preparing the federal regulated investment company income tax returns for the Registrant for the tax years ended December 31, 2004 and 2005.

For the last fiscal year, no tax fees were required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

(d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.

ALL OTHER FEES

2004 – Not applicable
2005 – Not applicable

(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

Pursuant to the Registrant’s Audit Committee Charter and written policies and procedures for the pre-approval of audit and non-audit services (the “Pre-approval Policy”), the Audit Committee pre-approves all audit and non-audit services performed by the Registrant’s independent public registered accounting firm for the Registrant. In addition, the Audit Committee will pre-approve the auditor’s engagement for non-audit services with the Registrant’s investment adviser (not including a sub-adviser whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser) and any Service Affiliate in accordance with paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, if the engagement relates directly to the operations and financial reporting of the Registrant. Proposed services may be pre-approved either 1) without consideration of specific case-by-case services or 2) require the specific pre-approval of the

Audit Committee. Therefore, initially the Pre-approval Policy listed a number of audit and non-audit services that have been approved by the Audit Committee, or which were not subject to pre-approval under the transition provisions of Sarbanes-Oxley Act of 2002 (the “Pre-approval List”). The Audit Committee will annually review and pre-approve the services included on the Pre-approval List that may be provided by the independent public registered accounting firm without obtaining additional specific pre-approval of individual services from the Audit Committee. The Audit Committee will add to, or subtract from, the list of general pre-approved services from time to time, based on subsequent determinations. All other audit and non-audit services not on the Pre-approval List must be specifically pre-approved by the Audit Committee.

One or more members of the Audit Committee may be appointed as the Committee’s delegate for the purposes of considering whether to approve such services. Any pre-approvals granted by the delegate will be reported, for informational purposes only, to the Audit Committee at its next scheduled meeting. The Audit Committee’s responsibilities to pre-approve services performed by the independent public registered accounting firm are not delegated to management.

(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

2004 – Not applicable
2005 – 75%

(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

None.

(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.

The aggregate non-audit fees billed by the independent public registered accounting firm for services rendered to the Registrant, and rendered to Service Affiliates, for the last two calendar year ends were $25.3 million in 2004 and $19.1 million in 2005.

(h) Disclose whether the registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

The Registrant’s Audit Committee has considered whether the provision of the non-audit services that were rendered to Service Affiliates that were not pre-approved (not requiring pre-approval) is compatible with maintaining the independent public registered accounting firm’s independence. All services provided by the independent public registered accounting firm to the Registrant or to Service Affiliates that were required to be pre-approved were pre-approved as required.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.

(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17CFR 240.10A-3(d)) regarding an exemption from the listing standards for all audit committees.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS

File Schedule I – Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in Section 210.12-12 of Regulation S-X, unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Included in Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

(a) If the registrant is a closed-end management investment company, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item.

Not applicable.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).

The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant’s disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

There were no changes in the Registrant’s internal control over financial reporting that occurred during the Registrant’s fourth fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.

The Code of Ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2).

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto.

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.

Not applicable.

(b) A separate or combined certification for each principal executive officer and principal officer of the registrant as required by Rule 30a-2(b) under the Act of 1940.

Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

By:		/s/ George C.W. Gatch
	George C.W. Gatch
	President and Principal Executive Officer
	March 8, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ George C.W. Gatch
	George C.W. Gatch
	President and Principal Executive Officer
	March 8, 2006

By:	/s/ Stephanie J. Dorsey
	Stephanie J. Dorsey
	Treasurer and Principal Financial Officer
	March 8, 2006

JP Morgan Fleming Mutual Fund N-CSRCertified annual shareholder report (management investment company)

Not applicable.