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)

270 Park Avenue

New York, NY 10017

(Address of principal executive offices) (Zip code)

Frank J. Nasta

270 Park Avenue

New York, NY 10017

(Name and Address of Agent for Service)

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

Date of fiscal year end: June 30

Date of reporting period: July 1, 2010 through June 30, 2011

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

J.P. Morgan Mid Cap/Multi-Cap Funds

June 30, 2011

JPMorgan Growth Advantage Fund

JPMorgan Mid Cap Core Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mid Cap Value Fund

JPMorgan Multi-Cap Market Neutral Fund

JPMorgan Value Advantage Fund

LOGO

CONTENTS



CEO’s Letter			1

Market Overview			2

Fund Commentaries:

JPMorgan Growth Advantage Fund			3

JPMorgan Mid Cap Core Fund			6

JPMorgan Mid Cap Equity Fund			8

JPMorgan Mid Cap Growth Fund			10

JPMorgan Mid Cap Value Fund			12

JPMorgan Multi-Cap Market Neutral Fund			15

JPMorgan Value Advantage Fund			18

Schedules of Portfolio Investments			20

Financial Statements			52

Financial Highlights			70

Notes to Financial Statements			84

Report of Independent Registered Public Accounting Firm			96

Trustees			97

Officers			99

Schedule of Shareholder Expenses			100

Tax Letter			103

Privacy Notice — Located at the back of this Annual Report

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 conditions through the end of the reporting period and are subject to change without notice based on market and other conditions. 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 Funds’ prospectus for a discussion of the Funds’ investment objective, strategies and risks. Call J.P. Morgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Fund including management fees and other expenses. Please read it carefully before investing.

CEO’S LETTER

August 8, 2011 (Unaudited)

Dear Shareholder:

Last summer, investors’ optimism about the markets was tempered by a wave of both discouraging U.S. economic data and sovereign debt issues in Europe, which led to a market correction.

“Earlier this year, we reminded investors about the likelihood of setbacks on the road out of the economic doldrums. Meanwhile, the tragic earthquake in Japan and political unrest in the Middle East are examples of how sensitive the markets and economy can be to geopolitical shocks and other global crises.”

As we enter the second half of 2011, concerns about softening U.S. economic data persist. While we are encouraged that corporate earnings and profits have continued to grow consistently, spending levels in many areas of the economy remain critically low, which has resulted in tight inventories and pent-up consumer demand. Meanwhile, investors still lack confidence in the ability of the European governments to combat the region’s debt crisis. Concerns about the credit downgrade of U.S.-issued debt exacerbated this negative sentiment among investors and helped trigger the recent downturn, as August 8, 2011 saw each of the three major U.S. stock indices experience their worst one-day performance since December 1, 2008. The current slowdown in growth should not be viewed as a surprise. Earlier this year, we reminded investors about the likelihood of setbacks on the road out of the economic doldrums. Meanwhile, the tragic earthquake in Japan and political unrest in the Middle East are examples of how sensitive the markets and economy can be to geopolitical shocks and other global crises.

Monetary stimulus and corporate profits move stocks higher

Despite periods of volatility, monetary and fiscal stimulus and strong corporate profits lifted stocks higher over the past year. As of the end of the 12-month reporting period ended June 30, 2011, the S&P 500 Index was at a level of 1,321, an increase of 30.7% from 12 months earlier.

Small cap growth stocks led all style categories for the 12-month reporting period, with the Russell 2000 Growth Index returning 43.5%. For the same period, the Russell Midcap Growth Index returned 43.3%, compared to 35.0% for the Russell 1000 Growth Index. In the value category, the Russell Midcap Value Index returned 34.3%, outperforming both the Russell 2000 Value Index, which returned 31.4%, and the Russell 1000 Value index, which returned 28.9%.

Most U.S. Treasury yields rise amid softer economic data

In the U.S. bond markets, yields were generally volatile, but longer-term Treasury yields generally rose, while shorter-term yields declined as economic expectations weakened. The yield on the 10-year U.S. Treasury bond rose from 3.0% to 3.2% as of the end of the 12-month reporting period ended June 30, 2011, while yields on the 30-year U.S. Treasury bond increased from 3.9% to 4.4%. Yields on the 2-year U.S. Treasury bond dropped from 0.6% to 0.5% as of the end of the same period.

Is the economic soft patch temporary?

As we enter the second half of 2011, the markets have clearly entered a period of uncertainty. Stocks have been volatile in response to weaker economic growth, as well as concerns over the European sovereign debt crisis, the credit downgrade of U.S.-issued debt, policy tightening in China, and the conclusion of the second round of quantitative easing (QE2) in the U.S. Given these events, it’s not surprising that investors remain largely risk averse, and less than confident about prospects for future growth.

Despite the slowdown and uncertain political environment, however, we do believe that some aspects of our markets and economy — including strong corporate balance sheets and valuations — present potential opportunities for investors. As always, we advise investors to be mindful of continued volatility and other unexpected risks by maintaining a diversified and balanced approach to investing.

On behalf of everyone at J.P. Morgan Asset Management, thank you for your continued support. We look forward to managing your investment needs for years to come. Should you have any questions, please visit www.jpmorganfunds.com or contact the J.P. Morgan Funds Service Center at 1-800-480-4111.

Sincerely yours,

LOGO

George C.W. Gatch

CEO, Investment Management Americas

J.P. Morgan Asset Management



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	1

J.P. Morgan Mid Cap/Multi-Cap Funds

MARKET OVERVIEW

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited)

Stocks in most of the world’s capital markets rallied during the twelve months ended June 30, 2011. In the United States, investor sentiment was supported by strong corporate earnings, returning merger and acquisition activity and accommodative policies from the U.S. Federal Reserve. Investors were also encouraged by the U.S. government’s two-year extension of the Bush era tax cuts, emergency unemployment benefits and a payroll tax cut. Concerns about economic contagion from Europe’s debt crisis, political unrest in the Middle East and the tragic earthquake and subsequent tsunami in Japan lowered investor confidence toward the end of the reporting period but stocks still finished with gains.

U.S. stocks, as measured by the Russell 3000 Index, returned 32.37% for the twelve months ended June 30, 2011. The Russell Midcap Index, which is comprised of U.S. mid-cap stocks, returned 38.47% for the twelve months ended June 30, 2011, while the Russell Midcap Growth Index and the Russell Midcap Value Index returned 43.25% and 34.28%, respectively.



2	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

JPMorgan Growth Advantage Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Class A Shares, without a sales charge)*		37.28%
Russell 3000 Growth Index		35.68%

Net Assets as of 6/30/2011 (In Thousands)	$	1,216,156

INVESTMENT OBJECTIVE**

The JPMorgan Growth Advantage Fund (the “Fund”) seeks to provide long-term capital growth.

WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?

The Fund (Class A Shares, without a sales charge) outperformed the Russell 3000 Growth Index (the “Benchmark”) for the twelve months ended June 30, 2011. The Fund’s stock selection in the consumer discretionary and health care sectors contributed to relative performance, while the Fund’s stock selection in the energy and materials and processing sectors detracted from relative performance.

The Fund’s individual contributors to relative performance included Amazon.com, Inc., UnitedHealth Group, Inc. and Valeant Pharmaceuticals International Inc. Amazon.com, Inc., an online retailer, reported better-than-expected profit, as the company continued to grow its revenue and gain market share despite the challenging environment for retail spending. Shares of UnitedHealth Group, Inc., an accident and health insurance company, increased after the company reported better-than-expected first-quarter profit, fueled by enrollment growth across its health plans. Shares of Valeant Pharmaceuticals International Inc. rose after the specialty pharmaceutical company completed its merger with Biovail Corp. and reported a positive outlook for 2011, suggesting that the integration of the two companies was proceeding faster than investors had initially anticipated.

Individual detractors from the Fund’s relative performance included the Fund’s underweight positions in Exxon Mobil Corp., Caterpillar, Inc. and International Business Machines Corp. (“IBM”) as these stocks were strong performers in the Benchmark during the reporting period. Shares of integrated energy company Exxon Mobil Corp. advanced due to rising oil prices and increased production of natural gas during the reporting period. Shares of construction and agricultural machinery provider Caterpillar, Inc. advanced on the company’s strong earnings, boosted by recovering demand for its products. Shares of IBM advanced following the company’s better-than-expected first-quarter revenue, driven by strong software sales.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers utilized a bottom-up approach to stock selection, rigorously researching individual companies

across market capitalizations in an effort to construct portfolios of stocks that have strong fundamentals. The Fund’s portfolio managers preferred to invest in high quality companies with durable franchises that, in their view, possessed the ability to generate strong future earnings growth.

As a result of this bottom-up stock selection process, the Fund’s largest overweight versus the Benchmark was in the financial services sector, while the Fund’s largest underweight versus the Benchmark was in the consumer staples sector.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Apple, Inc.	5.8	%
	2.	QUALCOMM, Inc.	2.3
	3.	Amazon.com, Inc.	2.2
	4.	Oracle Corp.	2.1
	5.	Coach, Inc.	2.0
	6.	MasterCard, Inc.	1.8
	7.	UnitedHealth Group, Inc.	1.8
	8.	Valeant Pharmaceuticals International, Inc.	1.8
	9.	American Express Co.	1.8
	10.	Schlumberger Ltd.	1.7


PORTFOLIO COMPOSITION BY SECTOR***
Information Technology	32.2	%
Consumer Discretionary	19.7
Health Care	14.7
Industrials	12.8
Energy	9.1
Financials	7.8
Materials	3.2
Short-Term Investments	0.5

The return shown is based on net asset value calculated for shareholder transactions and may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America.

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

***

Percentages indicated are based upon total investments (excluding Investments of Cash Collateral for Securities on Loan) as of June 30, 2011. The Fund’s composition is subject to change.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	3

JPMorgan Growth Advantage Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited) (continued)


AVERAGE ANNUAL TOTAL RETURNS AS OF JUNE 30, 2011

	INCEPTION DATE OF CLASS		1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		10/29/99
Without Sales Charge				37.28	%		6.96	%		4.94	%
With Sales Charge*				30.15			5.80			4.37
CLASS B SHARES		10/29/99
Without CDSC				36.67			6.35			4.37
With CDSC**				31.67			6.03			4.37
CLASS C SHARES		5/1/06
Without CDSC				36.45			6.31			4.27
With CDSC***				35.45			6.31			4.27
CLASS R5 SHARES		1/8/09		37.81			7.29			5.12
SELECT CLASS SHARES		5/1/06		37.48			7.18			5.06

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 thereafter.

***

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

TEN YEAR PERFORMANCE (6/30/01 TO 6/30/11)

Source: Lipper, Inc. The performance quoted is past performance and is not a guarantee of future results. Mutual funds are subject to certain market risks. 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.

As of August 17, 2005, the Fund changed its name, investment objective, certain investment policies and benchmark. Prior to that time, the Fund operated as JPMorgan Mid Cap Growth Fund. Although past performance is not necessarily an indication of how the Fund will perform in the future, in view of these changes, the Fund’s performance record prior to August 17, 2005 might be less pertinent for investors considering whether to purchase shares of the Fund. Returns for the Class C Shares prior to their inception date are based on the performance of Class B Shares, whose expenses are substantially similar to those of Class C Shares. Returns for the Select Class Shares prior to their inception date are based on the performance of Class A Shares. During this period, the actual returns of Select Class Shares would have been different because Select Class Shares have different expenses than Class A Shares. Returns for Class R5 Shares prior to its inception date are based on the performance of Select Class Shares from May 1, 2006 to June 30, 2009 and Class A Shares prior to May 1, 2006. The actual returns of Class R5 Shares would have been different than those shown because Class R5 Shares have different expenses than Select Class and Class A Shares.

The graph illustrates comparative performance for $10,000 invested in Class A Shares of the JPMorgan Growth Advantage Fund, the Russell 3000 Growth Index and the Lipper Multi-Cap Growth Funds Index from June 30, 2001 to June 30, 2011. The performance of the Fund assumes reinvestment of all dividends and capital gains, if any, and includes a sales charge. The performance of the Russell 3000 Growth Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The performance of the Lipper Multi-Cap Growth Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. The Russell 3000 Growth Index is an unmanaged index which measures the performance of those Russell 3000 Index companies (largest 3000 U.S. companies) with higher price-to-book ratios and higher forecasted growth values. The Lipper Multi-Cap Growth Funds Index is an index based on total returns of certain mutual funds within the Fund’s designated category as determined 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 of the Fund’s fees and reimbursement of 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.



4	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

Because Class B Shares automatically convert to Class A Shares after 8 years, the 10 year annual average total return shown above for Class B reflects Class A performance for the period after conversion.

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the return shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	5

JPMorgan Mid Cap Core Fund

FUND COMMENTARY

FOR THE PERIOD NOVEMBER 30, 2010 (FUND INCEPTION DATE) THROUGH JUNE 30, 2011

(Unaudited)


REPORTING PERIOD RETURN:
Fund (Select Class Shares)*		14.84%
Russell Midcap Index		15.56%

Net Assets as of 6/30/2011 (In Thousands)	$	91,782

INVESTMENT OBJECTIVE**

The JPMorgan Mid Cap Core Fund (the “Fund”) seeks long-term capital appreciation.

WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?

The Fund (Select Class Shares) underperformed the Russell Midcap Index for the period November 30, 2010 through June 30, 2011. The Fund’s stock selection in the consumer discretionary sector detracted from relative performance, while the Fund’s stock selection in the producer durables sector contributed to relative performance.

Individual detractors from relative performance included Greenhill & Co., Inc and Marvell Technology Group Ltd. Shares of financial advisory firm Greenhill & Co., Inc. declined as the company’s increased compensation costs associated with its expansion plans and lower financial advisor fees resulted in profits below what investors had anticipated. Marvell Technology Group Ltd. provides parts for products manufactured by Research In Motion. The stock declined after Research In Motion reported disappointing sales, prompting investors’ concerns about slowing demand for Marvell Technology Group Ltd.’s products.

Individual contributors to relative performance included the Fund’s positions in UnitedHealth Group, Inc. and KAR Auction Services, Inc. Shares of UnitedHealth Group, Inc., an accident and health insurance company, increased after the company reported better-than-expected first-quarter profits, fueled by enrollment growth across its health plans. Shares of KAR Auction Services, Inc., a provider of vehicle auction services in North America, increased after the company announced strong first-quarter profits.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers employed a bottom-up approach to stock selection, constructing a portfolio based on company fundamentals, quantitative screening and proprietary

fundamental analysis. The Fund’s portfolio managers invested in companies that, in their view, had leading competitive advantages, predictable and durable business models, sustainable free cash flow generation and management teams committed to increasing intrinsic value.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Devon Energy Corp.	2.8	%
	2.	Jarden Corp.	2.8
	3.	Silgan Holdings, Inc.	2.7
	4.	Iberiabank Corp.	2.2
	5.	Walgreen Co.	2.2
	6.	Calamos Asset Management, Inc., Class A	2.0
	7.	ProAssurance Corp.	2.0
	8.	Chubb Corp.	2.0
	9.	Joy Global, Inc.	1.9
	10.	Coventry Health Care, Inc.	1.8


PORTFOLIO COMPOSITION BY SECTOR***
Financials	19.4	%
Consumer Discretionary	18.1
Industrials	14.9
Health Care	10.0
Information Technology	8.8
Materials	8.7
Energy	8.3
Utilities	6.1
Consumer Staples	1.8
Short-Term Investment	3.9

The return shown is based on net asset value calculated for shareholder transactions any may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America.

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

***

Percentages indicated are based upon total investments as of June 30, 2011. The Fund’s composition is subject to change.



6	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


TOTAL RETURNS AS OF JUNE 30, 2011

	INCEPTION DATE OF CLASS		SINCE INCEPTION
CLASS A SHARES		11/30/10
Without Sales Charge				14.70	%
With Sales Charge*				8.69
CLASS C SHARES		11/30/10
Without CDSC				14.33
With CDSC**				13.33
CLASS R2 SHARES		11/30/10		14.53
CLASS R5 SHARES		11/30/10		15.00
CLASS R6 SHARES		1/31/11		15.00
SELECT CLASS SHARES		11/30/10		14.84

Sales Charge for Class A Shares is 5.25%.

Assumes a 1% CDSC (contingent deferred sales charge) for the one year period and 0% CDSC thereafter.

LIFE OF FUND PERFORMANCE (11/30/2010-6/30/2011)

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

The fund commenced operations on November 30, 2010.

Returns for Class R6 Shares prior to its inception date were based on the performance of Class R5 Shares. The actual returns of Class R6 Shares would have been different than those shown because Class R6 Shares have different expenses than Class R5 Shares.

The graph illustrates comparative performance for $1,000,000 invested in Select Class Shares of the JPMorgan Mid Cap Core Fund, the Russell Midcap Index and the Lipper Mid-Cap Core Funds Index from November 30, 2010 to June 30, 2011. The performance of the Fund assumes reinvestment of all dividends and capital gains, if any. The performance of the Russell Midcap Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The performance of

the Lipper Mid-Cap Core Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. The Russell Midcap Index is an unmanaged index which measures the performance of the 800 smallest companies in the Russell 1000 Index. The Lipper Mid-Cap Core Funds Index is an index based on total returns of certain mutual funds within the Fund’s designated category as determined 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.

The returns shown are based on net asset values calculated for shareholder transactions and differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	7

JPMorgan Mid Cap Equity Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Select Class Shares)*		37.15%
Russell Midcap Index		38.47%

Net Assets as of 6/30/2011 (In Thousands)	$	572,219

INVESTMENT OBJECTIVE**

The JPMorgan Mid Cap Equity Fund (the “Fund”) seeks long-term capital growth.

WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?

The Fund (Select Class Shares) underperformed the Russell Midcap Index (the “Benchmark”) for the twelve months ended June 30, 2011. The Fund’s stock selection in the consumer discretionary and financials sectors detracted from relative performance, while the Fund’s stock selection in the information technology and health care sectors contributed to relative performance.

Individual detractors from relative performance included the Fund’s underweight positions in priceline.com, Inc., Discover Financial Services and Altera Corp., three stocks that performed strongly in the Benchmark. Shares of priceline.com, Inc., an online travel company, rose on investor optimism that increasing on-line commerce would continue to benefit the company. Shares of consumer financial services company Discover Financial Services gained due to consistent improvements in credit card delinquencies. Shares of chipmaker Altera Corp. benefited from increased capital spending on global wireless infrastructure.

Individual contributors to relative performance included the Fund’s positions in Valeant Pharmaceuticals International Inc., Coventry Health Care, Inc. and Williams Cos. Shares of Valeant Pharmaceuticals International Inc. rose after the specialty pharmaceutical company completed its merger with Biovail Corp. and reported a positive outlook for 2011, suggesting that the integration of the two companies was proceeding faster than investors had initially anticipated. Shares of Coventry Health Care, Inc. increased as investor concerns about healthcare reform eased. In addition, the company continued to experience lower medical costs and increased member enrollment. Shares of Williams Cos., an integrated energy company, rose as investors reacted positively to the announcement that it would separate into two distinct publicly traded companies.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers employed a bottom-up approach to stock selection, constructing a portfolio based on

company fundamentals, quantitative screening and proprietary fundamental analysis. The Fund’s portfolio managers sought to identify dominant franchises with predictable business models deemed capable of achieving sustained growth, as well as undervalued companies with the potential to grow their intrinsic value per share.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	TE Connectivity Ltd., (Switzerland)	1.6	%
	2.	Lincare Holdings, Inc.	1.3
	3.	Humana, Inc.	1.3
	4.	Sherwin-Williams Co. (The)	1.3
	5.	Carlisle Cos., Inc.	1.2
	6.	Coach, Inc.	1.2
	7.	Coventry Health Care, Inc.	1.1
	8.	Concho Resources, Inc.	1.1
	9.	Marriott International, Inc., Class A	1.1
	10.	T. Rowe Price Group, Inc.	1.1


PORTFOLIO COMPOSITION BY SECTOR***
Consumer Discretionary	19.3	%
Financials	15.7
Information Technology	15.3
Industrials	13.0
Health Care	11.2
Energy	8.1
Materials	5.4
Utilities	5.0
Consumer Staples	3.0
Telecommunication Services	0.8
Short-Term Investment	3.2

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

***

Percentages indicated are based upon total investments (excluding Investments of Cash Collateral for Securities on Loan) as of June 30, 2011. The Fund’s composition is subject to change.



8	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


AVERAGE ANNUAL TOTAL RETURNS AS OF JUNE 30, 2011

	INCEPTION DATE OF CLASS		1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		11/2/09
Without Sales Charge				36.66	%		5.46	%		7.39	%
With Sales Charge*				29.49			4.33			6.81
CLASS C SHARES		11/2/09
Without CDSC				36.04			5.29			7.31
With CDSC**				35.04			5.29			7.31
SELECT CLASS SHARES		1/1/97		37.15			5.58			7.45

Sales Charge for Class A Shares is 5.25%.

Assumes a 1% CDSC (contingent deferred sales charge) for the one year period and 0% CDSC thereafter.

TEN YEAR PERFORMANCE (6/30/01 TO 6/30/11)

Returns for Class A and Class C Shares prior to their inception date were based on the performance of Select Class Shares. The actual returns of Class A and Class C Shares would have been lower than those shown because Class A and Class C Shares have higher expenses than Select Class Shares.

The graph illustrates comparative performance for $1,000,000 invested in the Select Class Shares of JPMorgan Mid Cap Equity Fund, the Russell Midcap Index, the Lipper Mid-Cap Core Funds Index and the Lipper Multi-Cap Core Funds Index from June 30, 2001 to June 30, 2011. The performance of the Fund assumes reinvestment of all dividends and capital gains, if any. The performance of the Russell Midcap Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The performance of the Lipper Mid-Cap Core Funds Index and the

Lipper Multi-Cap Core Funds Index include expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. The Russell Midcap Index is an unmanaged index which measures the performance of the 800 smallest companies in the Russell 1000 Index. The Lipper Mid-Cap Core Funds Index and the Lipper Multi-Cap Core Funds Index are indexes based on total returns of certain mutual funds as determined 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.

The return shown is based on net asset value calculated for shareholder transactions and may differ from the return shown in the financial highlights, which reflect adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	9

JPMorgan Mid Cap Growth Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Select Class Shares)*		43.01%
Russell Midcap Growth Index		43.25%

Net Assets as of 6/30/2011 (In Thousands)	$	1,775,753

INVESTMENT OBJECTIVE**

The JPMorgan Mid Cap Growth Fund (the “Fund”) seeks growth of capital and secondarily, current income by investing primarily in equity securities.

WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?

The Fund (Select Class Shares) underperformed the Russell Midcap Growth Index (the “Benchmark”) for the twelve months ended June 30, 2011. The Fund’s stock selection in the consumer discretionary and materials and processing sectors detracted from relative performance, while the Fund’s stock selection in the producer durables and health care sectors contributed to relative performance

Individual detractors from the Fund’s relative performance included the Fund’s underweight positions in priceline.com, Inc., Altera Corp. and Wynn Resorts Ltd., three stocks that performed strongly in the Benchmark. Shares of online travel company priceline.com, Inc. increased due to the company’s better-than-expected earnings, driven by strong growth in its global hotel business. Shares of chipmaker Altera Corp. benefited from the company’s higher-than-expected second-quarter sales. Casino and gaming company Wynn Resorts Ltd. benefited from investor optimism about growth from the company’s position in the Macau gaming industry.

Individual contributors to relative performance included the Fund’s positions in Valeant Pharmaceuticals International Inc., Coventry Health Care, Inc. and Cummins Inc. Shares of Valeant Pharmaceuticals International Inc. rose after the specialty pharmaceutical company completed its merger with Biovail Corp. and reported a positive outlook for 2011, suggesting that the integration of the two companies was proceeding faster than investors had initially anticipated. Shares of accident and health insurance company Coventry Health Care, Inc. increased after the company reported better-than-expected first-quarter earnings. Cummins Inc., a provider of components for truck engines, reported strong earnings driven mainly by robust demand for new trucks in emerging markets. Meanwhile, demand in North America continued to recover from very depressed levels as trucking companies replaced their aging truck fleets.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers utilized a bottom-up approach to stock selection, rigorously researching individual companies

in an effort to construct a portfolio of stocks that have strong fundamentals. The Fund’s portfolio managers preferred to invest in high quality companies with durable franchises that, in their view, possessed the ability to generate strong future earnings growth.

As a result of this bottom-up stock selection process, the Fund’s largest overweights versus the Benchmark were in the technology and financial services sectors and the Fund’s largest underweights versus the Benchmark were in the consumer staples and materials and processing sectors.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Coach, Inc.	2.3	%
	2.	Concho Resources, Inc.	2.2
	3.	Agilent Technologies, Inc.	1.9
	4.	W.W. Grainger, Inc.	1.9
	5.	Valeant Pharmaceuticals International, Inc., (Canada)	1.8
	6.	Cameron International Corp.	1.7
	7.	TE Connectivity Ltd., (Switzerland)	1.6
	8.	Humana, Inc.	1.6
	9.	Cummins, Inc.	1.5
	10.	Coventry Health Care, Inc.	1.5


PORTFOLIO COMPOSITION BY SECTOR***
Information Technology	24.6	%
Consumer Discretionary	19.3
Industrials	17.0
Health Care	16.2
Financials	8.7
Energy	8.4
Materials	3.6
Short-Term Investment	2.2

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

***

Percentages indicated are based upon total investments (excluding Investments of Cash Collateral for Securities on Loan) as of June 30, 2011. The Fund’s composition is subject to change.



10	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


AVERAGE ANNUAL TOTAL RETURNS AS OF JUNE 30, 2011

	INCEPTION DATE OF CLASS		1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		2/18/92
Without Sales Charge				42.59	%		6.19	%		5.36	%
With Sales Charge*				35.07			5.05			4.79
CLASS B SHARES		1/14/94
Without CDSC				41.89			5.58			4.79
With CDSC**				36.89			5.26			4.79
CLASS C SHARES		11/4/97
Without CDSC				41.85			5.57			4.67
With CDSC***				40.85			5.57			4.67
CLASS R2 SHARES		6/19/09		42.37			6.02			5.18
SELECT CLASS SHARES		3/2/89		43.01			6.49			5.64

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 thereafter.

***

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

TEN YEAR PERFORMANCE (6/30/01 TO 6/30/11)

Returns for the Class R2 Shares prior to its inception date are based on the performance of Select Class Shares. Prior performance for Class R2 Shares has been adjusted to reflect the differences in expenses and sales charges between classes.

The graph illustrates comparative performance for $1,000,000 invested in Select Class Shares of the JPMorgan Mid Cap Growth Fund, the Russell Midcap Growth Index, the Lipper Multi-Cap Growth Funds Index and Lipper Mid-Cap Growth Funds Index from June 30, 2001 to June 30, 2011. The performance of the Fund assumes reinvestment of all dividends and capital gains, if any, and does not include a sales charge. The performance of the Russell Midcap Growth Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The performance of the Lipper Multi-Cap Growth Funds Index and Lipper Mid-Cap Growth Funds Index include expenses associated with a mutual fund, such as

investment management fees. These expenses are not identical to the expenses charged by the Fund. The Russell Midcap Growth Index is an unmanaged index which measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The Lipper Multi-Cap Growth Funds Index and Lipper Mid-Cap Growth Funds Index are indexes based on total returns of certain mutual funds as determined 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.

Because Class B Shares automatically convert to Class A Shares after 8 years, the 10 year average annual total return shown above for Class B reflects Class A performance for the period after conversion.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	11

JPMorgan Mid Cap Value Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Institutional Class Shares)*		32.66%
Russell Midcap Value Index		34.28%

Net Assets as of 6/30/2011 (In Thousands)	$	6,775,834

INVESTMENT OBJECTIVE**

The JPMorgan Mid Cap Value Fund (the “Fund”) seeks growth from capital appreciation.

WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?

The Fund (Institutional Class Shares) underperformed the Russell Midcap Value Index (the “Benchmark”) for the twelve months ended June 30, 2011. The Fund’s relative underperformance versus the Benchmark was primarily driven by negative stock selection in the health care and financials sectors. The Fund’s stock selection in the information technology sector as well as stock selection and an underweight in the utilities sector contributed to relative performance.

Individual detractors from the Fund’s relative performance included the Fund’s underweight positions in Cigna Corp., Discover Financial Services and Spectra Energy Corp., three stocks that performed strongly in the Benchmark. Insurance company Cigna raised its expectations for 2011 earnings, which helped the stock. Shares of consumer financial services company Discover Financial Services advanced due to consistent improvements in credit card delinquencies. Shares of natural gas company, Spectra Energy Corp. increased as investors began to recognize that a lower percentage of company profits are being derived from commodity sensitive activities while pipelines were making larger contributions to cash flow.

Individual contributors to relative performance included Williams Cos., Tiffany & Co. and Albemarle Corp. Shares of Williams Cos., an integrated energy company, rose as investors reacted positively to the announcement that it would separate into two distinct publicly traded companies. Shares of jewelry retailer Tiffany & Co. gained after the company reported strong fiscal first-quarter earnings and raised its outlook for full-year earnings, as its strong market position more than offset the impact from rising raw materials costs. Shares of Albemarle Corp., a specialty chemical company, advanced on strong earnings gains throughout the reporting period, driven by the continued growth in electronics, which led to increased demand for brominated flame retardants.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers utilized a bottom-up approach to stock selection and sought to identify durable franchises possessing the ability to generate sustainable levels of free

cash flow. The Fund’s portfolio managers believed that these types of companies should perform relatively well in what they view as a slow but sustainable economic recovery in the United States. The Fund’s largest overweight continued to be in the consumer discretionary sector. The Fund’s portfolio managers sought to own retailers with strong brands and business models that produce recurring revenue, believing that these factors, coupled with lower levels of capital spending, should contribute to their sustainable generation of free cash flow.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Republic Services, Inc.	2.1	%
	2.	Energen Corp.	1.9
	3.	Loews Corp.	1.9
	4.	Fortune Brands, Inc.	1.7
	5.	Oneok, Inc.	1.7
	6.	CMS Energy Corp.	1.6
	7.	Bed Bath & Beyond, Inc.	1.6
	8.	Ball Corp.	1.6
	9.	TE Connectivity Ltd., (Switzerland)	1.6
	10.	Devon Energy Corp.	1.5


PORTFOLIO COMPOSITION BY SECTOR***
Financials	23.4	%
Consumer Discretionary	19.6
Utilities	10.1
Industrials	9.0
Energy	7.8
Materials	7.3
Health Care	6.2
Consumer Staples	6.1
Information Technology	5.9
Telecommunication Services	1.9
Short-Term Investment	2.7

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

***

Percentages indicated are based upon total investments (excluding Investments of Cash Collateral for Securities on Loan) as of June 30, 2011. The Fund’s composition is subject to change.



12	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


AVERAGE ANNUAL TOTAL RETURNS AS OF JUNE 30, 2011

	INCEPTION DATE OF CLASS		1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		4/30/01
Without Sales Charge				31.96	%		4.47	%		8.86	%
With Sales Charge*				25.02			3.35			8.27
CLASS B SHARES		4/30/01
Without CDSC				31.33			3.95			8.35
With CDSC**				26.33			3.60			8.35
CLASS C SHARES		4/30/01
Without CDSC				31.29			3.95			8.26
With CDSC***				30.29			3.95			8.26
CLASS R2 SHARES		11/3/08		31.66			4.33			8.79
INSTITUTIONAL CLASS SHARES		11/13/97		32.66			5.00			9.40
SELECT CLASS SHARES		10/31/01		32.29			4.74			9.14

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 thereafter.

***

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

TEN YEAR PERFORMANCE (6/30/01 TO 6/30/11)

Returns for Class R2 Shares prior to its inception date are based on the performance of Class A Shares. The actual returns of Class R2 Shares would have been lower than those shown because Class R2 Shares have higher expenses than Class A Shares.

The graph illustrates comparative performance for $3,000,000 invested in Institutional Class Shares of the JPMorgan Mid Cap Value Fund, the Russell Mid-cap Value Index, the Lipper Mid-Cap Core Funds Index and the Lipper Mid-Cap Value Funds Index from June 30, 2001 to June 30, 2011. The performance of the Fund assumes reinvestment of all dividends and capital gains, if any, and does not include a sales charge. The performance of the Russell Midcap Value Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect

reinvestment of all dividends and capital gains of the securities included in the benchmark. The performance of the Lipper Mid-Cap Core Funds Index and the Lipper Mid-Cap Value Funds Index include expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. The Russell Midcap Value Index is an unmanaged index which measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The Lipper Mid-Cap Core Funds Index and the Lipper Mid-Cap Value Funds Index are indexes based on total returns of certain groups of mutual funds as determined by Lipper, Inc. The Fund’s Lipper Index changed to the Lipper Mid-Cap Core Funds Index because Lipper recategorized the Fund. Investors cannot invest directly in an index.

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



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	13

JPMorgan Mid Cap Value Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited) (continued)



14	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

JPMorgan Multi-Cap Market Neutral Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Select Class Shares)*			1.23%
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index			0.16%

Net Assets as of 6/30/2011 (In Thousands)			$546,447

INVESTMENT OBJECTIVE**

The JPMorgan Multi-Cap Market Neutral Fund (the “Fund”) seeks long-term capital preservation and growth by using strategies designed to produce returns which have no correlation with general domestic market performance.

WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?

The Fund (Select Class Shares) outperformed the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index for the twelve months ended June 30, 2011.

The Fund’s portfolio managers employed a quantitative bottom-up approach to their stock selection process, focusing on both valuation and fundamentals. The Fund’s valuation stock selection model seeks to determine how a stock is priced relative to its intrinsic value by considering valuation factors such as a company’s cash flow and price-to-book values. The Fund’s fundamentals stock selection model attempts to identify how healthy a company’s short-term operating trends are judged to be, using metrics such as stock price momentum and earnings momentum.

During the reporting period, the environment was positive for the Fund’s stock selection process as investors began to refocus on stock specific information and trade less based on macroeconomic data. As a result, the Fund experienced positive returns in each of the following five supersectors: consumer, financial, industrial, technology and health care sectors. Stock selection in the technology, consumer and health care sectors contributed the most to the Fund’s return.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers ranked stocks within a universe of approximately 1,300 large-cap, mid-cap and high-end small-cap stocks. The Fund owned more than 350 long and short positions during the reporting period and was sector-neutral. The Fund’s portfolio managers sought to go long on inexpensive stocks with improving fundamentals and short on expensive stocks with deteriorating fundamentals. They continued to use strategies designed to produce returns that have no correlation with general domestic market performance.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	15

JPMorgan Multi-Cap Market Neutral Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited) (continued)


TOP TEN EQUITY LONG HOLDINGS OF THE PORTFOLIO***
	1.	GT Solar International, Inc.	0.5	%
	2.	TRW Automotive Holdings Corp.	0.4
	3.	Lorillard, Inc.	0.4
	4.	IAC/InterActiveCorp.	0.4
	5.	Forest Laboratories, Inc.	0.4
	6.	Alliance Data Systems Corp.	0.4
	7.	AMERIGROUP Corp.	0.4
	8.	Complete Production Services, Inc.	0.4
	9.	RPC, Inc.	0.4
	10.	Healthspring, Inc.	0.4


TOP TEN EQUITY SHORT HOLDINGS OF THE PORTFOLIO****
	1.	Robbins & Myers, Inc.	0.5	%
	2.	Green Mountain Coffee Roasters, Inc.	0.5
	3.	Pharmasset, Inc.	0.5
	4.	Under Armour, Inc., Class A	0.5
	5.	CarMax, Inc.	0.5
	6.	Spectra Energy Corp.	0.5
	7.	Eastman Kodak Co.	0.5
	8.	Carpenter Technology Corp.	0.5
	9.	Office Depot, Inc.	0.5
	10.	Mead Johnson Nutrition Co.	0.4


PORTFOLIO COMPOSITION BY SECTOR LONG POSITIONS***
Consumer Discretionary	17.9	%
Information Technology	17.5
Industrials	12.2
Financials	11.0
Health Care	9.6
Energy	7.4
Materials	6.3
Utilities	5.9
Consumer Staples	4.9
Telecommunication Services	0.9
Short-Term Investment	6.4


PORTFOLIO COMPOSITION BY SECTOR SHORT POSITIONS****
Information Technology	16.5	%
Industrials	14.4
Consumer Discretionary	13.4
Financials	12.8
Health Care	11.2
Energy	10.8
Materials	8.2
Utilities	6.0
Consumer Staples	5.0
Telecommunication Services	1.7

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

***

Percentages indicated are based upon total long investments as of June 30, 2011. The Fund’s composition is subject to change.

****

Percentages indicated are based upon total short investments as of June 30, 2011. The Fund’s composition is subject to change.



16	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


AVERAGE ANNUAL TOTAL RETURNS AS OF JUNE 30, 2011
	INCEPTION DATE OF CLASS		1 YEAR			5 YEAR			SINCE INCEPTION

CLASS A SHARES		5/23/03
Without Sales Charge				1.03	%		(0.63	)%		1.51	%
With Sales Charge*				(4.29	)		(1.69	)		0.85
CLASS B SHARES		5/23/03
Without CDSC				0.32			(1.36	)		0.77
With CDSC**				(4.68	)		(1.79	)		0.77
CLASS C SHARES		5/23/03
Without CDSC				0.21			(1.37	)		0.76
With CDSC***				(0.79	)		(1.37	)		0.76
SELECT CLASS SHARES		5/23/03		1.23			(0.39	)		1.76

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 thereafter.

***

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

LIFE OF FUND PERFORMANCE (5/23/03 TO 6/30/11)

The Fund commenced operations on May 23, 2003.

The graph illustrates comparative performance for $1,000,000 invested in Select Class Shares of the JPMorgan Multi-Cap Market Neutral Fund, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index and the Lipper Equity Market-Neutral Funds Average from May 23, 2003 to June 30, 2011. The performance of the Fund assumes reinvestment of all dividends and capital gains, if any, and does not include 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 BofA Merrill Lynch 3-Month U.S. Treasury Bill Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The performance of the Lipper Equity Market-Neutral Funds Average includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund. The BofA Merrill Lynch

3-Month U.S. Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. Each month the index is rebalanced and the issue selected is the outstanding Treasury Bill that matures closest to, but not beyond 3 months from the rebalancing date. The Lipper Equity Market-Neutral Funds Average is an index based on total returns of certain mutual funds within the Fund’s designated category as determined 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.

Because the Class B Shares automatically convert to Class A Shares after eight years, the since inception average annual total return shown above for Class B reflects Class A performance for the period after conversion.

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the return shown in the financial highlights, which reflect adjustments made to the net assets value in accordance with accounting principles generally accepted in the United States of America.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	17

JPMorgan Value Advantage Fund

FUND COMMENTARY

TWELVE MONTHS ENDED JUNE 30, 2011 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Institutional Class Shares)*		27.06%
Russell 3000 Value Index		29.13%

Net Assets as of 6/30/2011 (In Thousands)	$	918,841

INVESTMENT OBJECTIVE**

The JPMorgan Value Advantage Fund (the “Fund”) seeks to provide long-term total return from a combination of income and capital gains.

WHAT WERE THE MAIN DRIVERS OF THE FUND’S PERFORMANCE?

The Fund (Institutional Class Shares) underperformed the Russell 3000 Value Index (the “Benchmark”) for the twelve months ended June 30, 2011. The Fund’s relative underperformance versus the Benchmark was driven primarily by the Fund’s stock selection in the energy and health care sectors. The Fund’s stock selection in the consumer discretionary sector also detracted from the Fund’s relative performance. The Fund’s stock selection in the financials and utilities sector contributed to relative performance. The Fund’s stock selection and underweight in the consumer staples sector also contributed to the Fund’s relative performance.

Individual detractors from the Fund’s relative performance included the Fund’s underweight positions in Chevron Corp., General Electric Co. and Verizon Communications Inc., three stocks that performed strongly in the Benchmark. Integrated energy company Chevron Corp. benefited from higher oil and gas prices as well as the corresponding increase in production volumes. Shares of General Electric Co. advanced as the company became increasingly optimistic about the economic recovery. Shares of Verizon Communications Inc. benefited from increased investor optimism about the company becoming a provider of the iPhone and its potential positive impact to future earnings.

Individual contributors to relative performance included Oneok, Inc., Loews Corp. and Albemarle Corp. Shares of diversified natural gas company Oneok, Inc. benefited from the company’s interest in Oneok Partners, a master limited partnership that reported strong first-quarter results. Shares of diversified holding company Loews Corp. increased after the company announced better-than-expected earnings and the reinstatement of its quarterly dividend. Shares of Albemarle Corp., a specialty chemical company, advanced on strong earnings gains throughout the reporting period, driven by the continued growth in electronics, which led to increased demand for brominated flame retardants.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers utilized a bottom-up approach to stock selection and sought to identify durable franchises possessing the ability to generate significant levels of free cash flow. The Fund’s largest overweight was in the consumer discretionary sector. The Fund’s portfolio managers sought retailers with strong brands and recurring revenue business models. They believed that these factors coupled with lower levels of capital spending should contribute to the generation of free cash flow for the retailers.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Wells Fargo & Co.	3.7	%
	2.	Loews Corp.	3.2
	3.	Devon Energy Corp.	2.8
	4.	AT&T, Inc.	2.6
	5.	Exxon Mobil Corp.	2.5
	6.	Johnson & Johnson	2.2
	7.	Oneok, Inc.	1.9
	8.	Teekay Corp. (Canada)	1.8
	9.	Procter & Gamble Co. (The)	1.7
	10.	Pfizer, Inc.	1.6


PORTFOLIO COMPOSITION BY SECTOR***
Financials	30.5	%
Consumer Discretionary	14.9
Energy	11.2
Health Care	10.5
Utilities	7.4
Consumer Staples	6.2
Telecommunication Services	4.8
Industrials	3.9
Materials	3.5
Information Technology	2.6
Investment Company	1.0
Short-Term Investment	3.5

The return shown is based on net asset value calculated for share- holder transactions and may differ from the return shown in the financial highlights, which reflects adjustments made to the net asset value in accordance with accounting principles generally accepted in the United States of America.

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

***

Percentages indicated are based upon total investments as of June 30, 2011. The Fund’s composition is subject to change.



18	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


AVERAGE ANNUAL TOTAL RETURNS AS OF JUNE 30, 2011
	INCEPTION DATE OF CLASS		1 YEAR			5 YEAR			SINCE INCEPTION
CLASS A SHARES		2/28/05
Without Sales Charge				26.45	%		4.89	%		6.33	%
With Sales Charge*				19.84			3.76			5.43
CLASS C SHARES		2/28/05
Without CDSC				25.82			4.37			5.80
With CDSC**				24.82			4.37			5.80
INSTITUTIONAL CLASS SHARES		2/28/05		27.06			5.42			6.78
SELECT CLASS SHARES		2/28/05		26.75			5.16			6.60

Sales Charge for Class A Shares is 5.25%.

Assumes a 1% CDSC (contingent deferred sales charge) for the one year period and 0% CDSC thereafter.

LIFE OF FUND PERFORMANCE (2/28/05 TO 6/30/11)

The Fund commenced operations on February 28, 2005.

The graph illustrates comparative performance for $3,000,000 invested in Institutional Class Shares of the JPMorgan Value Advantage Fund, the Russell 3000 Value Index and the Lipper Multi-Cap Value Funds Index from February 28, 2005 to June 30, 2011. The performance of the Fund assumes reinvestment of all dividends and capital gains, if any, and does not include a sales charge. The performance of the Russell 3000 Value Index does not reflect the deduction of expenses or a sales charge associated with a mutual fund and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The performance of the Lipper Multi-Cap Value Funds Index includes expenses associated with a mutual fund, such as

investment management fees. These expenses are not identical to the expenses charged by the Fund. The Russell 3000 Value Index is an unmanaged index which measures the performance of those Russell 3000 companies (largest 3000 U.S. companies) with lower price-to-book ratios and lower forecasted growth values. The Lipper Multi-Cap Value Funds Index is an index based on total returns of certain mutual funds within the Fund’s designated category as determined 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.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	19

JPMorgan Growth Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — 99.6%
		Consumer Discretionary — 19.7%
		Auto Components — 2.2%
	162	BorgWarner, Inc. (a)		13,056
	334	Johnson Controls, Inc.		13,931

				26,987

		Automobiles — 1.6%
	327	Harley-Davidson, Inc.		13,381
	186	Tesla Motors, Inc. (a) (c)		5,421

				18,802

		Diversified Consumer Services — 1.5%
	236	American Public Education, Inc. (a)		10,500
	168	Sotheby’s		7,312

				17,812

		Hotels, Restaurants & Leisure — 3.0%
	169	BJ’s Restaurants, Inc. (a)		8,854
	230	Cheesecake Factory, Inc. (The) (a)		7,227
	302	Gaylord Entertainment Co. (a)		9,060
	327	Marriott International, Inc., Class A		11,609

				36,750

		Internet & Catalog Retail — 3.5%
	131	Amazon.com, Inc. (a)		26,727
	170	HomeAway, Inc. (a)		6,587
	37	NetFlix, Inc. (a)		9,772

				43,086

		Media — 4.5%
	319	DIRECTV, Class A (a)		16,196
	290	Scripps Networks Interactive, Inc., Class A		14,190
	4,467	Sirius XM Radio, Inc. (a)		9,783
	361	Walt Disney Co. (The)		14,078

				54,247

		Textiles, Apparel & Luxury Goods— 3.4%
	374	Coach, Inc.		23,903
	102	Deckers Outdoor Corp. (a)		8,982
	224	Vera Bradley, Inc. (a)		8,549

				41,434

		Total Consumer Discretionary		239,118

		Energy — 9.1%
		Energy Equipment & Services — 4.2%
	345	Cameron International Corp. (a)		17,364
	171	National Oilwell Varco, Inc.		13,382
	234	Schlumberger Ltd.		20,191

				50,937


SHARES		SECURITY DESCRIPTION	VALUE($)


		Oil, Gas & Consumable Fuels — 4.9%
	90	Apache Corp.		11,056
	211	Concho Resources, Inc. (a)		19,362
	294	Forest Oil Corp. (a)		7,856
	151	Newfield Exploration Co. (a)		10,264
	271	Southwestern Energy Co. (a)		11,633

				60,171

		Total Energy		111,108

		Financials — 7.8%
		Capital Markets — 2.4%
	281	Lazard Ltd., (Bermuda), Class A		10,440
	467	Och-Ziff Capital Management Group LLC, Class A		6,473
	201	T. Rowe Price Group, Inc.		12,152

				29,065

		Commercial Banks — 1.9%
	465	U.S. Bancorp		11,855
	417	Wells Fargo & Co.		11,698

				23,553

		Consumer Finance — 1.8%
	417	American Express Co.		21,554

		Diversified Financial Services — 0.8%
	34	CME Group, Inc.		9,856

		Insurance — 0.9%
	172	ACE Ltd., (Switzerland)		11,288

		Total Financials		95,316

		Health Care — 14.8%
		Biotechnology — 3.3%
	170	Alexion Pharmaceuticals, Inc. (a)		7,995
	175	Biogen Idec, Inc. (a)		18,711
	212	Celgene Corp. (a)		12,806

				39,512

		Health Care Equipment & Supplies — 1.7%
	217	Sirona Dental Systems, Inc. (a)		11,496
	269	Thoratec Corp. (a)		8,842

				20,338

		Health Care Providers & Services — 5.0%
	130	DaVita, Inc. (a)		11,216
	293	Emeritus Corp. (a) (c)		6,230
	188	Healthspring, Inc. (a)		8,683
	450	Lincare Holdings, Inc.		13,176
	423	UnitedHealth Group, Inc.		21,803

				61,108

SEE NOTES TO FINANCIAL STATEMENTS.



20	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Life Sciences Tools & Services — 1.5%
	356	Agilent Technologies, Inc. (a)		18,200

		Pharmaceuticals — 3.3%
	355	Aegerion Pharmaceuticals, Inc. (a)		5,598
	155	Allergan, Inc.		12,879
	420	Valeant Pharmaceuticals International, Inc., (Canada) (c)		21,802

				40,279

		Total Health Care		179,437

		Industrials — 12.8%
		Aerospace & Defense — 2.1%
	130	Goodrich Corp.		12,415
	184	HEICO Corp. (c)		10,078
	42	TransDigm Group, Inc. (a)		3,821

				26,314

		Electrical Equipment — 0.7%
	237	EnerSys (a)		8,164

		Industrial Conglomerates — 1.0%
	243	Carlisle Cos., Inc.		11,963

		Machinery — 3.5%
	171	Cummins, Inc.		17,697
	171	Deere & Co.		14,082
	172	Wabtec Corp.		11,304

				43,083

		Professional Services — 0.7%
	104	IHS, Inc., Class A (a)		8,651

		Road & Rail — 2.5%
	477	Avis Budget Group, Inc. (a)		8,155
	210	J.B. Hunt Transport Services, Inc.		9,880
	327	Old Dominion Freight Line, Inc. (a)		12,182

				30,217

		Trading Companies & Distributors — 2.3%
	334	Air Lease Corp. (a)		8,115
	127	W.W. Grainger, Inc. (c)		19,529

				27,644

		Total Industrials		156,036

		Information Technology — 32.2%
		Communications Equipment — 4.4%
	462	JDS Uniphase Corp. (a)		7,697
	346	Juniper Networks, Inc. (a)		10,887
	495	QUALCOMM, Inc.		28,094


SHARES		SECURITY DESCRIPTION	VALUE($)


		Communications Equipment — Continued
	165	Riverbed Technology, Inc. (a)		6,544

				53,222

		Computers & Peripherals — 7.6%
	209	Apple, Inc. (a)		70,004
	431	EMC Corp. (a)		11,874
	190	NetApp, Inc. (a)		10,012

				91,890

		Electronic Equipment, Instruments & Components — 2.1%
	157	Amphenol Corp., Class A		8,471
	464	TE Connectivity Ltd., (Switzerland)		17,057

				25,528

		Internet Software & Services — 1.4%
	24	Google, Inc., Class A (a)		12,305
	55	LinkedIn Corp., Class A (a) (c)		4,964

				17,269

		IT Services — 3.9%
	402	CGI Group, Inc., (Canada), Class A (a)		9,909
	208	Cognizant Technology Solutions Corp., Class A (a)		15,284
	74	MasterCard, Inc., Class A		22,209

				47,402

		Office Electronics — 0.8%
	231	Zebra Technologies Corp., Class A (a)		9,754

		Semiconductors & Semiconductor Equipment — 3.7%
	260	Avago Technologies Ltd., (Singapore)		9,873
	579	Freescale Semiconductor Holdings I Ltd. (a)		10,653
	223	Lam Research Corp. (a)		9,883
	412	Xilinx, Inc.		15,018

				45,427

		Software — 8.3%
	398	Adobe Systems, Inc. (a) (m)		12,511
	225	Autodesk, Inc. (a)		8,685
	141	Concur Technologies, Inc. (a)		7,040
	242	MICROS Systems, Inc. (a)		12,040
	394	Nuance Communications, Inc. (a)		8,468
	778	Oracle Corp.		25,594
	195	RealPage, Inc. (a)		5,170
	89	Salesforce.com, Inc. (a)		13,319
	220	Taleo Corp., Class A (a)		8,139

				100,966

		Total Information Technology		391,458

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	21

JPMorgan Growth Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Materials — 3.2%
		Chemicals — 2.4%
	168	FMC Corp.		14,434
	174	Sherwin-Williams Co. (The)		14,593

				29,027

		Metals & Mining — 0.8%
	174	Freeport-McMoRan Copper & Gold, Inc.		9,210

		Total Materials		38,237

		Total Common Stocks (Cost $967,250)		1,210,710


SHARES		SECURITY DESCRIPTION	VALUE($)

	Short-Term Investment — 0.5%
		Investment Company — 0.5%
	5,903	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.050% (b) (l) (m) (Cost $5,903)		5,903

	Investments of Cash Collateral for Securities on Loan — 3.2%
		Investment Company — 3.2%
	39,434	JPMorgan Prime Money Market Fund, Capital Shares, 0.080% (b) (l) (Cost $39,434)		39,434

		Total Investments — 103.3% (Cost $1,012,587)		1,256,047
		Liabilities in Excess of Other Assets — (3.3)%		(39,891	)

		NET ASSETS — 100.0%	$	1,216,156

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



22	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

JPMorgan Mid Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — 96.1%
		Consumer Discretionary — 18.0%
		Automobiles — 2.0%
	44	Harley-Davidson, Inc.		1,808
			��
		Distributors — 1.1%
	19	Genuine Parts Co.		1,022

		Hotels, Restaurants & Leisure — 4.2%
	33	Brinker International, Inc. (m)		808
	33	Papa John’s International, Inc. (a)		1,108
	47	Penn National Gaming, Inc. (a)		1,897

				3,813

		Household Durables — 4.8%
	71	Jarden Corp.		2,440
	50	Newell Rubbermaid, Inc.		781
	63	Toll Brothers, Inc. (a)		1,298

				4,519

		Multiline Retail — 1.9%
	37	Nordstrom, Inc.		1,733

		Specialty Retail — 4.0%
	80	American Eagle Outfitters, Inc. (m)		1,018
	88	Chico’s FAS, Inc.		1,344
	36	Williams-Sonoma, Inc.		1,308

				3,670

		Total Consumer Discretionary		16,565

		Consumer Staples — 1.8%
		Food & Staples Retailing — 1.8%
	40	Walgreen Co.		1,679

		Energy — 8.3%
		Energy Equipment & Services — 3.7%
	46	Exterran Holdings, Inc. (a)		914
	47	Patterson-UTI Energy, Inc.		1,489
	18	Tidewater, Inc.		978

				3,381

		Oil, Gas & Consumable Fuels — 4.6%
	19	Cimarex Energy Co.		1,676
	33	Devon Energy Corp.		2,585

				4,261

		Total Energy		7,642

		Financials — 19.5%
		Capital Markets — 7.3%
	125	Calamos Asset Management, Inc., Class A		1,818
	21	Greenhill & Co., Inc.		1,123
	54	HFF, Inc., Class A (a)		813


SHARES		SECURITY DESCRIPTION	VALUE($)


		Capital Markets — Continued
	103	Janus Capital Group, Inc.		977
	96	TD AMERITRADE Holding Corp.		1,880

				6,611

		Commercial Banks — 4.1%
	27	First Republic Bank (a)		874
	23	Iberiabank Corp.		1,339
	133	Umpqua Holdings Corp.		1,535

				3,748

		Insurance — 4.1%
	27	Chubb Corp.		1,712
	29	ProAssurance Corp. (a)		2,054

				3,766

		Real Estate Investment Trusts (REITs) — 4.0%
	23	Mid-America Apartment Communities, Inc.		1,520
	48	National Retail Properties, Inc.		1,180
	56	RLJ Lodging Trust		969

				3,669

		Total Financials		17,794

		Health Care — 10.0%
		Health Care Equipment & Supplies — 1.3%
	15	IDEXX Laboratories, Inc. (a)		1,198

		Health Care Providers & Services — 8.7%
	55	Coventry Health Care, Inc. (a)		2,000
	18	Laboratory Corp. of America Holdings (a)		1,707
	35	Patterson Cos., Inc.		1,151
	40	UnitedHealth Group, Inc.		2,084
	49	VCA Antech, Inc. (a)		1,044

				7,986

		Total Health Care		9,184

		Industrials — 14.9%
		Aerospace & Defense — 3.0%
	13	Goodrich Corp.		1,199
	17	TransDigm Group, Inc. (a)		1,566

				2,765

		Commercial Services & Supplies — 2.9%
	73	KAR Auction Services, Inc. (a)		1,375
	42	Waste Connections, Inc.		1,327

				2,702

		Electrical Equipment — 1.2%
	16	Regal-Beloit Corp.		1,091

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	23

JPMorgan Mid Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Machinery — 6.5%
	25	Dover Corp.		1,671
	27	Eaton Corp.		1,381
	18	Joy Global, Inc.		1,694
	20	Toro Co. (The)		1,210

				5,956

		Road & Rail — 1.3%
	15	Norfolk Southern Corp.		1,149

		Total Industrials		13,663

		Information Technology — 8.8%
		Computers & Peripherals — 1.0%
	18	NetApp, Inc. (a)		958

		Electronic Equipment, Instruments & Components — 1.6%
	22	Anixter International, Inc. (m)		1,453

		Semiconductors & Semiconductor Equipment — 3.3%
	79	Intersil Corp., Class A		1,016
	35	Linear Technology Corp.		1,161
	56	Marvell Technology Group Ltd., (Bermuda) (a)		830

				3,007

		Software — 2.9%
	27	MICROS Systems, Inc. (a)		1,351
	23	Solera Holdings, Inc.		1,343

				2,694

		Total Information Technology		8,112

		Materials — 8.7%
		Chemicals — 2.8%
	19	Airgas, Inc. (m)		1,345
	24	Scotts Miracle-Gro Co. (The), Class A		1,221

				2,566

		Containers & Packaging — 4.4%
	43	Crown Holdings, Inc. (a)		1,679
	58	Silgan Holdings, Inc.		2,372

				4,051


SHARES		SECURITY DESCRIPTION	VALUE($)


		Metals & Mining — 1.5%
	27	Reliance Steel & Aluminum Co.		1,332

		Total Materials		7,949

		Utilities — 6.1%
		Electric Utilities — 1.2%
	27	Southern Co.		1,090

		Gas Utilities — 1.0%
	21	Northwest Natural Gas Co.		948

		Multi-Utilities — 3.9%
	59	CMS Energy Corp.		1,170
	34	NorthWestern Corp.		1,125
	40	Wisconsin Energy Corp.		1,263

				3,558

		Total Utilities		5,596

		Total Common Stocks (Cost $87,786)		88,184

	Short-Term Investment — 3.9%
		Investment Company — 3.9%
	3,576	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.050% (b) (l) (m) (Cost $3,576)		3,576

		Total Investments — 100.0% (Cost $91,362)		91,760
		Other Assets in Excess of Liabilities — 0.0% (g)		22

		NET ASSETS — 100.0%	$	91,782

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



24	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)


	Common Stocks — 96.5%
		Consumer Discretionary — 19.2%
		Auto Components — 0.7%
	49	BorgWarner, Inc. (a)		3,943

		Automobiles — 0.9%
	96	Harley-Davidson, Inc.		3,929
	44	Tesla Motors, Inc. (a) (c)		1,267

				5,196

		Distributors — 0.5%
	52	Genuine Parts Co.		2,806

		Diversified Consumer Services — 0.6%
	30	DeVry, Inc.		1,792
	40	Sotheby’s		1,753

				3,545

		Hotels, Restaurants & Leisure — 3.7%
	57	Cheesecake Factory, Inc. (The) (a)		1,798
	60	Darden Restaurants, Inc.		2,969
	45	Gaylord Entertainment Co. (a)		1,362
	124	International Game Technology		2,181
	172	Marriott International, Inc., Class A		6,090
	126	Royal Caribbean Cruises Ltd. (a)		4,734
	35	Yum! Brands, Inc.		1,911

				21,045

		Household Durables — 1.8%
	76	Fortune Brands, Inc.		4,853
	57	Harman International Industries, Inc.		2,593
	52	Jarden Corp.		1,784
	16	Mohawk Industries, Inc. (a)		948

				10,178

		Internet & Catalog Retail — 0.9%
	76	Expedia, Inc.		2,195
	12	NetFlix, Inc. (a)		3,073

				5,268

		Media — 3.9%
	88	Cablevision Systems Corp., Class A		3,197
	111	CBS Corp., Class B		3,168
	91	Clear Channel Outdoor Holdings, Inc., Class A (a)		1,158
	69	DISH Network Corp., Class A (a)		2,101
	120	Gannett Co., Inc.		1,713
	76	Lamar Advertising Co., Class A (a)		2,072
	28	Omnicom Group, Inc.		1,368
	83	Scripps Networks Interactive, Inc., Class A		4,032
	1,360	Sirius XM Radio, Inc. (a)		2,979


SHARES		SECURITY DESCRIPTION	VALUE($)


		Media — Continued
	2	Washington Post Co. (The), Class B		693

				22,481

		Multiline Retail — 0.4%
	41	Kohl’s Corp.		2,065

		Specialty Retail — 3.2%
	9	AutoZone, Inc. (a)		2,712
	79	Bed Bath & Beyond, Inc. (a)		4,588
	67	Dick’s Sporting Goods, Inc. (a)		2,584
	158	Gap, Inc. (The)		2,856
	29	Tiffany & Co.		2,293
	67	TJX Cos., Inc.		3,504

				18,537

		Textiles, Apparel & Luxury Goods — 2.6%
	105	Coach, Inc.		6,738
	24	Deckers Outdoor Corp. (a)		2,106
	21	Fossil, Inc. (a)		2,460
	15	Lululemon Athletica, Inc., (Canada) (a)		1,633
	30	Phillips-Van Heusen Corp.		1,958

				14,895

		Total Consumer Discretionary		109,959

		Consumer Staples — 2.9%
		Beverages — 0.6%
	24	Brown-Forman Corp., Class B		1,791
	41	Dr. Pepper Snapple Group, Inc.		1,732

				3,523

		Food & Staples Retailing — 0.5%
	120	Safeway, Inc.		2,814

		Food Products — 1.4%
	23	Hershey Co. (The)		1,308
	49	JM Smucker Co. (The)		3,738
	38	Ralcorp Holdings, Inc. (a)		3,281

				8,327

		Household Products — 0.4%
	30	Energizer Holdings, Inc. (a)		2,164

		Total Consumer Staples		16,828

		Energy — 8.1%
		Energy Equipment & Services — 1.3%
	97	Cameron International Corp. (a)		4,890
	15	CARBO Ceramics, Inc. (c)		2,363

				7,253

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	25

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Oil, Gas & Consumable Fuels — 6.8%
	69	Concho Resources, Inc. (a)		6,310
	47	CVR Energy, Inc. (a)		1,145
	53	Devon Energy Corp.		4,201
	97	Energen Corp.		5,452
	38	EQT Corp.		2,017
	73	Forest Oil Corp. (a)		1,962
	17	Kinder Morgan Management LLC (a)		1,104
	84	Newfield Exploration Co. (a)		5,693
	49	Peabody Energy Corp.		2,857
	51	Range Resources Corp.		2,853
	50	Teekay Corp., (Canada)		1,532
	129	Williams Cos., Inc. (The)		3,899

				39,025

		Total Energy		46,278

		Financials — 15.7%
		Capital Markets — 3.5%
	63	Ameriprise Financial, Inc.		3,657
	106	Invesco Ltd.		2,483
	74	Lazard Ltd., (Bermuda), Class A		2,731
	28	Northern Trust Corp.		1,273
	91	Och-Ziff Capital Management Group LLC, Class A		1,258
	100	T. Rowe Price Group, Inc.		6,061
	117	TD AMERITRADE Holding Corp.		2,279

				19,742

		Commercial Banks — 3.6%
	27	BancorpSouth, Inc.		333
	41	BB&T Corp.		1,098
	46	BOK Financial Corp. (c)		2,497
	41	City National Corp.		2,246
	56	Comerica, Inc.		1,950
	32	Cullen/Frost Bankers, Inc.		1,796
	205	Fifth Third Bancorp		2,611
	123	Huntington Bancshares, Inc.		804
	42	M&T Bank Corp.		3,676
	82	SunTrust Banks, Inc.		2,123
	65	Zions Bancorp		1,563

				20,697

		Diversified Financial Services — 0.7%
	99	Moody’s Corp.		3,812

		Insurance — 5.2%
	104	AON Corp.		5,334
	42	Arch Capital Group Ltd., (Bermuda) (a)		1,334
	49	Cincinnati Financial Corp.		1,434


SHARES		SECURITY DESCRIPTION	VALUE($)


		Insurance — Continued
	125	Loews Corp.		5,265
	200	Old Republic International Corp.		2,345
	78	OneBeacon Insurance Group Ltd., Class A		1,050
	56	Principal Financial Group, Inc.		1,694
	19	Torchmark Corp.		1,225
	80	Transatlantic Holdings, Inc.		3,940
	113	W.R. Berkley Corp.		3,663
	122	XL Group plc, (Ireland)		2,686

				29,970

		Real Estate Investment Trusts (REITs) — 1.8%
	45	Camden Property Trust		2,863
	51	HCP, Inc.		1,856
	30	Kimco Realty Corp.		550
	55	Regency Centers Corp.		2,423
	27	Vornado Realty Trust		2,531

				10,223

		Real Estate Management & Development — 0.3%
	103	Brookfield Office Properties, Inc.		1,993

		Thrifts & Mortgage Finance — 0.6%
	75	Capitol Federal Financial, Inc.		876
	176	People’s United Financial, Inc.		2,359

				3,235

		Total Financials		89,672

		Health Care — 11.1%
		Biotechnology — 0.7%
	62	Alexion Pharmaceuticals, Inc. (a)		2,906
	35	Dendreon Corp. (a)		1,369

				4,275

		Health Care Equipment & Supplies — 1.6%
	35	Becton, Dickinson & Co.		3,042
	57	Sirona Dental Systems, Inc. (a)		3,032
	93	Thoratec Corp. (a)		3,042

				9,116

		Health Care Providers & Services — 5.9%
	60	AmerisourceBergen Corp.		2,463
	121	Brookdale Senior Living, Inc. (a)		2,942
	180	Coventry Health Care, Inc. (a)		6,548
	47	DaVita, Inc. (a)		4,053
	47	HCA Holdings, Inc. (a)		1,548
	91	Humana, Inc.		7,366
	261	Lincare Holdings, Inc.		7,637

SEE NOTES TO FINANCIAL STATEMENTS.



26	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Health Care Providers & Services — Continued
	51	VCA Antech, Inc. (a)		1,083

				33,640

		Health Care Technology — 0.4%
	40	Cerner Corp. (a) (c)		2,459

		Life Sciences Tools & Services — 1.6%
	107	Agilent Technologies, Inc. (a)		5,469
	62	Bruker Corp. (a)		1,259
	31	Illumina, Inc. (a)		2,321

				9,049

		Pharmaceuticals — 0.9%
	100	Valeant Pharmaceuticals International, Inc., (Canada) (c)		5,201

		Total Health Care		63,740

		Industrials — 13.0%
		Aerospace & Defense — 1.6%
	33	Alliant Techsystems, Inc.		2,318
	40	Goodrich Corp.		3,801
	22	L-3 Communications Holdings, Inc.		1,941
	10	TransDigm Group, Inc. (a)		876

				8,936

		Airlines — 0.4%
	249	Delta Air Lines, Inc. (a)		2,279

		Commercial Services & Supplies — 1.6%
	194	Republic Services, Inc.		5,982
	36	Stericycle, Inc. (a)		3,249

				9,231

		Electrical Equipment — 2.7%
	67	AMETEK, Inc.		3,004
	45	Cooper Industries plc		2,667
	52	Hubbell, Inc., Class B		3,397
	40	Regal-Beloit Corp.		2,664
	42	Roper Industries, Inc.		3,510

				15,242

		Industrial Conglomerates — 1.2%
	141	Carlisle Cos., Inc.		6,945

		Machinery — 2.9%
	50	AGCO Corp. (a)		2,448
	42	Cummins, Inc.		4,338
	33	Parker Hannifin Corp.		2,926
	52	Snap-On, Inc.		3,243


SHARES		SECURITY DESCRIPTION	VALUE($)


		Machinery — Continued
	53	Wabtec Corp.		3,494

				16,449

		Professional Services — 0.5%
	33	IHS, Inc., Class A (a)		2,786

		Road & Rail — 0.8%
	116	Avis Budget Group, Inc. (a)		1,975
	62	J.B. Hunt Transport Services, Inc.		2,901

				4,876

		Trading Companies & Distributors — 1.3%
	80	Air Lease Corp. (a) (c)		1,948
	35	W.W. Grainger, Inc. (c)		5,393

				7,341

		Total Industrials		74,085

		Information Technology — 15.2%
		Communications Equipment — 2.0%
	66	Aruba Networks, Inc. (a)		1,953
	24	F5 Networks, Inc. (a)		2,602
	133	JDS Uniphase Corp. (a)		2,221
	48	Polycom, Inc. (a)		3,073
	40	Riverbed Technology, Inc. (a)		1,580

				11,429

		Computers & Peripherals — 0.5%
	54	NetApp, Inc. (a)		2,866

		Electronic Equipment, Instruments & Components — 2.9%
	97	Amphenol Corp., Class A		5,223
	53	Arrow Electronics, Inc. (a)		2,183
	244	TE Connectivity Ltd., (Switzerland)		8,973

				16,379

		Internet Software & Services — 0.7%
	28	Equinix, Inc. (a)		2,788
	13	LinkedIn Corp., Class A (a) (c)		1,144

				3,932

		IT Services — 2.2%
	40	Alliance Data Systems Corp. (a) (c)		3,735
	114	CGI Group, Inc., (Canada), Class A (a)		2,815
	49	FleetCor Technologies, Inc. (a)		1,444
	94	Jack Henry & Associates, Inc.		2,821
	46	VeriFone Systems, Inc. (a)		2,022

				12,837

		Office Electronics — 0.4%
	59	Zebra Technologies Corp., Class A (a)		2,471

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	27

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Semiconductors & Semiconductor Equipment — 2.4%
	52	Analog Devices, Inc.		2,047
	70	Avago Technologies Ltd., (Singapore)		2,671
	132	Freescale Semiconductor Holdings I Ltd. (a)		2,424
	78	Microchip Technology, Inc. (c)		2,961
	99	Xilinx, Inc.		3,607

				13,710

		Software — 4.1%
	83	Adobe Systems, Inc. (a)		2,601
	68	Autodesk, Inc. (a)		2,625
	41	Citrix Systems, Inc. (a)		3,264
	34	Concur Technologies, Inc. (a)		1,713
	58	MICROS Systems, Inc. (a)		2,883
	102	Nuance Communications, Inc. (a)		2,186
	58	Red Hat, Inc. (a)		2,671
	19	Salesforce.com, Inc. (a)		2,875
	101	Synopsys, Inc. (a)		2,607

				23,425

		Total Information Technology		87,049

		Materials — 5.4%
		Chemicals — 3.3%
	34	Airgas, Inc.		2,374
	42	Albemarle Corp.		2,881
	40	FMC Corp.		3,441
	87	Sherwin-Williams Co. (The)		7,280
	43	Sigma-Aldrich Corp.		3,185

				19,161

		Containers & Packaging — 2.1%
	115	Ball Corp.		4,415
	43	Greif, Inc., Class A		2,809
	35	Rock-Tenn Co., Class A		2,322
	56	Silgan Holdings, Inc.		2,293

				11,839

		Total Materials		31,000

		Telecommunication Services — 0.9%
		Diversified Telecommunication Services — 0.6%
	78	CenturyLink, Inc.		3,153


SHARES		SECURITY DESCRIPTION	VALUE($)


		Wireless Telecommunication Services — 0.3%
	65	Telephone & Data Systems, Inc.		1,748

		Total Telecommunication Services		4,901

		Utilities — 5.0%
		Electric Utilities — 1.1%
	41	Northeast Utilities		1,439
	99	NV Energy, Inc.		1,524
	130	Westar Energy, Inc.		3,485

				6,448

		Gas Utilities — 0.9%
	65	Oneok, Inc.		4,840

		Multi-Utilities — 3.0%
	235	CMS Energy Corp.		4,629
	63	NSTAR		2,897
	45	Sempra Energy		2,369
	112	Wisconsin Energy Corp.		3,505
	161	Xcel Energy, Inc.		3,912

				17,312

		Total Utilities		28,600

		Total Common Stocks (Cost $424,602)		552,112

	Short-Term Investment — 3.2%
		Investment Company — 3.2%
	18,277	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.050% (b) (l) (m) (Cost $18,277)		18,277

	Investment of Cash Collateral for Securities on Loan — 3.1%
		Investment Company — 3.1%
	17,693	JPMorgan Prime Money Market Fund, Capital Shares, 0.080% (b) (l) (Cost $17,693)		17,693

		Total Investments — 102.8% (Cost $460,572)		588,082
		Liabilities in Excess of Other Assets — (2.8)%		(15,863	)

		NET ASSETS — 100.0%	$	572,219

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



28	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

JPMorgan Mid Cap Growth Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — 93.3%
		Consumer Discretionary — 18.4%
		Auto Components — 1.3%
	290	BorgWarner, Inc. (a)		23,397

		Automobiles — 1.7%
	569	Harley-Davidson, Inc.		23,320
	256	Tesla Motors, Inc. (a) (c)		7,460

				30,780

		Diversified Consumer Services — 1.2%
	180	DeVry, Inc.		10,638
	238	Sotheby’s		10,366

				21,004

		Hotels, Restaurants & Leisure — 4.1%
	340	Cheesecake Factory, Inc. (The) (a)		10,650
	268	Gaylord Entertainment Co. (a)		8,049
	735	International Game Technology		12,928
	678	Marriott International, Inc., Class A		24,077
	445	Royal Caribbean Cruises Ltd. (a)		16,746

				72,450

		Household Durables — 0.9%
	338	Harman International Industries, Inc.		15,398

		Internet & Catalog Retail — 1.0%
	70	NetFlix, Inc. (a)		18,283

		Media — 3.0%
	449	Lamar Advertising Co., Class A (a)		12,286
	490	Scripps Networks Interactive, Inc., Class A		23,956
	8,075	Sirius XM Radio, Inc. (a)		17,684

				53,926	��

		Specialty Retail — 0.9%
	396	Dick’s Sporting Goods, Inc. (a)		15,215

		Textiles, Apparel & Luxury Goods — 4.3%
	618	Coach, Inc.		39,521
	142	Deckers Outdoor Corp. (a)		12,516
	122	Fossil, Inc. (a)		14,385
	87	Lululemon Athletica, Inc., (Canada) (a) (c)		9,751

				76,173

		Total Consumer Discretionary		326,626

		Energy — 8.0%
		Energy Equipment & Services — 2.4%
	578	Cameron International Corp. (a)		29,071
	86	CARBO Ceramics, Inc.		14,046

				43,117


SHARES		SECURITY DESCRIPTION	VALUE($)


		Oil, Gas & Consumable Fuels — 5.6%
	405	Concho Resources, Inc. (a)		37,190
	436	Forest Oil Corp. (a)		11,634
	258	Newfield Exploration Co. (a)		17,556
	283	Peabody Energy Corp.		16,695
	300	Range Resources Corp.		16,661

				99,736

		Total Energy		142,853

		Financials — 8.2%
		Capital Markets — 3.5%
	463	Lazard Ltd., (Bermuda), Class A		17,188
	743	Och-Ziff Capital Management Group LLC, Class A		10,312
	349	T. Rowe Price Group, Inc.		21,056
	693	TD AMERITRADE Holding Corp.		13,519

				62,075

		Commercial Banks — 1.5%
	271	BOK Financial Corp.		14,815
	335	Comerica, Inc.		11,564

				26,379

		Diversified Financial Services — 1.3%
	590	Moody’s Corp.		22,642

		Insurance — 1.0%
	338	AON Corp.		17,319

		Real Estate Investment Trusts (REITs) — 0.9%
	267	Camden Property Trust		16,980

		Total Financials		145,395

		Health Care — 15.5%
		Biotechnology — 1.4%
	367	Alexion Pharmaceuticals, Inc. (a)		17,265
	205	Dendreon Corp. (a)		8,085

				25,350

		Health Care Equipment & Supplies — 2.0%
	339	Sirona Dental Systems, Inc. (a)		17,996
	551	Thoratec Corp. (a)		18,067

				36,063

		Health Care Providers & Services — 6.5%
	720	Brookdale Senior Living, Inc. (a)		17,470
	697	Coventry Health Care, Inc. (a)		25,419
	278	DaVita, Inc. (a)		24,056
	328	Humana, Inc.		26,411
	723	Lincare Holdings, Inc.		21,171

				114,527

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	29

JPMorgan Mid Cap Growth Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands, except number of contracts)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Health Care Technology — 0.8%
	239	Cerner Corp. (a)		14,623

		Life Sciences Tools & Services — 3.0%
	625	Agilent Technologies, Inc. (a)		31,954
	386	Bruker Corp. (a)		7,855
	183	Illumina, Inc. (a)		13,745

				53,554

		Pharmaceuticals — 1.8%
	595	Valeant Pharmaceuticals International, Inc., (Canada) (c)		30,931

		Total Health Care		275,048

		Industrials — 16.2%
		Aerospace & Defense — 1.6%
	237	Goodrich Corp.		22,586
	61	TransDigm Group, Inc. (a)		5,599

				28,185

		Airlines — 0.8%
	1,473	Delta Air Lines, Inc. (a)		13,511

		Commercial Services & Supplies — 1.1%
	217	Stericycle, Inc. (a)		19,310

		Electrical Equipment — 2.0%
	310	Hubbell, Inc., Class B		20,160
	180	Roper Industries, Inc.		14,981

				35,141

		Industrial Conglomerates — 1.4%
	514	Carlisle Cos., Inc.		25,324

		Machinery — 4.4%
	294	AGCO Corp. (a)		14,512
	247	Cummins, Inc.		25,578
	194	Parker Hannifin Corp.		17,383
	314	Wabtec Corp.		20,644

				78,117

		Professional Services — 0.9%
	198	IHS, Inc., Class A (a)		16,517

		Road & Rail — 1.6%
	685	Avis Budget Group, Inc. (a)		11,710
	366	J.B. Hunt Transport Services, Inc.		17,216

				28,926

		Trading Companies & Distributors — 2.4%
	476	Air Lease Corp. (a) (c)		11,555


SHARES		SECURITY DESCRIPTION	VALUE($)


		Trading Companies & Distributors — Continued
	205	W.W. Grainger, Inc.		31,544

				43,099

		Total Industrials		288,130

		Information Technology — 23.5%
		Communications Equipment — 3.8%
	387	Aruba Networks, Inc. (a)		11,442
	140	F5 Networks, Inc. (a)		15,413
	791	JDS Uniphase Corp. (a)		13,175
	284	Polycom, Inc. (a)		18,235
	236	Riverbed Technology, Inc. (a)		9,347

				67,612

		Computers & Peripherals — 1.0%
	319	NetApp, Inc. (a)		16,810

		Electronic Equipment, Instruments & Components — 2.4%
	299	Amphenol Corp., Class A		16,141
	739	TE Connectivity Ltd., (Switzerland)		27,162

				43,303

		Internet Software & Services — 1.3%
	164	Equinix, Inc. (a)		16,568
	77	LinkedIn Corp., Class A (a) (c)		6,946

				23,514

		IT Services — 3.4%
	236	Alliance Data Systems Corp. (a) (c)		22,182
	678	CGI Group, Inc., (Canada), Class A (a)		16,701
	288	FleetCor Technologies, Inc. (a)		8,539
	270	VeriFone Systems, Inc. (a)		11,983

				59,405

		Office Electronics — 0.8%
	348	Zebra Technologies Corp., Class A (a)		14,663

		Semiconductors & Semiconductor Equipment — 3.9%
	416	Avago Technologies Ltd., (Singapore)		15,797
	784	Freescale Semiconductor Holdings I Ltd. (a) (c)		14,408
	464	Microchip Technology, Inc. (c)		17,583
	588	Xilinx, Inc.		21,426

				69,214

		Software — 6.9%
	483	Adobe Systems, Inc. (a)		15,187
	397	Autodesk, Inc. (a)		15,332
	242	Citrix Systems, Inc. (a)		19,352
	202	Concur Technologies, Inc. (a)		10,134
	345	MICROS Systems, Inc. (a)		17,125

SEE NOTES TO FINANCIAL STATEMENTS.



30	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Software — Continued
	604	Nuance Communications, Inc. (a)		12,957
	345	Red Hat, Inc. (a)		15,850
	114	Salesforce.com, Inc. (a)		16,909

				122,846

		Total Information Technology		417,367

		Materials — 3.5%
		Chemicals — 2.5%
	238	FMC Corp.		20,456
	287	Sherwin-Williams Co. (The)		24,062

				44,518

		Containers & Packaging — 1.0%
	256	Greif, Inc., Class A		16,674

		Total Materials		61,192


SHARES		SECURITY DESCRIPTION	VALUE($)
		Total Common Stocks (Cost $1,228,055)		1,656,611


	Short-Term Investment — 2.0%
		Investment Company — 2.0%
	36,757	JPMorgan Liquid Assets Money Market Fund, Institutional Class Shares, 0.050% (b) (l) (m) (Cost $36,757)		36,757

	Investment of Cash Collateral for Securities on Loan — 4.0%
		Investment Company — 4.0%
	70,726	JPMorgan Prime Money Market Fund, Capital Shares, 0.080% (b) (l) (Cost $70,726)		70,726
		Total Investments — 99.3% (Cost $1,335,538)		1,764,094

		Other Assets in Excess of Liabilities — 0.7%		11,659

		NET ASSETS — 100.0%	$	1,775,753

Percentages indicated are based on net assets.

Futures Contracts

NUMBER OF
CONTRACTS

DESCRIPTION

EXPIRATION
DATE

NOTIONAL
VALUE AT
06/30/11

UNREALIZED
APPRECIATION
(DEPRECIATION)

Long Futures Outstanding

536

S&P Mid Cap 400

09/16/11

52,340

173

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	31

JPMorgan Mid Cap Value Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — 97.1%
		Consumer Discretionary — 19.6%
		Distributors — 1.0%
	1,243	Genuine Parts Co.		67,640

		Hotels, Restaurants & Leisure — 3.1%
	1,436	Darden Restaurants, Inc.		71,453
	1,340	Marriott International, Inc., Class A		47,550
	1,205	Royal Caribbean Cruises Ltd. (a)		45,373
	832	Yum! Brands, Inc.		45,952

				210,328

		Household Durables — 2.7%
	1,827	Fortune Brands, Inc.		116,476
	1,245	Jarden Corp.		42,963
	381	Mohawk Industries, Inc. (a)		22,846

				182,285

		Internet & Catalog Retail — 0.8%
	1,824	Expedia, Inc.		52,891

		Media — 4.9%
	2,123	Cablevision Systems Corp., Class A		76,858
	2,676	CBS Corp., Class B		76,227
	2,170	Clear Channel Outdoor Holdings, Inc., Class A (a)		27,562
	1,637	DISH Network Corp., Class A (a)		50,203
	3,624	Gannett Co., Inc.		51,897
	684	Omnicom Group, Inc.		32,947
	39	Washington Post Co. (The), Class B (c)		16,264

				331,958

		Multiline Retail — 0.7%
	995	Kohl’s Corp.		49,747

		Specialty Retail — 5.7%
	221	AutoZone, Inc. (a)		65,097
	1,887	Bed Bath & Beyond, Inc. (a)		110,136
	3,798	Gap, Inc. (The)		68,746
	709	Tiffany & Co.		55,646
	1,608	TJX Cos., Inc.		84,476

				384,101

		Textiles, Apparel & Luxury Goods — 0.7%
	716	Phillips-Van Heusen Corp.		46,850

		Total Consumer Discretionary		1,325,800

		Consumer Staples — 6.0%
		Beverages — 1.2%
	578	Brown-Forman Corp., Class B		43,170
	987	Dr. Pepper Snapple Group, Inc.		41,381

				84,551


SHARES		SECURITY DESCRIPTION	VALUE($)


		Food & Staples Retailing — 1.0%
	2,935	Safeway, Inc.		68,600

		Food Products — 3.0%
	553	Hershey Co. (The)		31,464
	1,172	JM Smucker Co. (The)		89,603
	909	Ralcorp Holdings, Inc. (a)		78,726

				199,793

		Household Products — 0.8%
	721	Energizer Holdings, Inc. (a)		52,155

		Total Consumer Staples		405,099

		Energy — 7.8%
		Oil, Gas & Consumable Fuels — 7.8%
	1,119	CVR Energy, Inc. (a)		27,551
	1,279	Devon Energy Corp.		100,761
	2,318	Energen Corp.		130,950
	924	EQT Corp.		48,521
	403	Kinder Morgan Management LLC (a)		26,460
	967	Newfield Exploration Co. (a)		65,784
	1,193	Teekay Corp., (Canada)		36,825
	3,092	Williams Cos., Inc. (The)		93,527

		Total Energy		530,379

		Financials — 23.3%
		Capital Markets — 3.5%
	1,527	Ameriprise Financial, Inc.		88,095
	2,555	Invesco Ltd.		59,790
	659	Northern Trust Corp.		30,306
	1,005	T. Rowe Price Group, Inc.		60,622

				238,813

		Commercial Banks — 5.8%
	618	BancorpSouth, Inc. (c)		7,666
	972	BB&T Corp.		26,094
	996	City National Corp.		54,038
	761	Cullen/Frost Bankers, Inc.		43,274
	4,933	Fifth Third Bancorp		62,892
	2,897	Huntington Bancshares, Inc.		19,002
	1,001	M&T Bank Corp.		88,051
	1,981	SunTrust Banks, Inc.		51,119
	1,551	Zions Bancorp		37,247

				389,383

		Insurance — 9.6%
	1,127	AON Corp.		57,795
	1,006	Arch Capital Group Ltd., (Bermuda) (a)		32,121
	1,184	Cincinnati Financial Corp. (c)		34,551
	3,002	Loews Corp.		126,367

SEE NOTES TO FINANCIAL STATEMENTS.



32	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Insurance — Continued
	4,776	Old Republic International Corp.		56,113
	2,143	OneBeacon Insurance Group Ltd., Class A		28,699
	1,330	Principal Financial Group, Inc.		40,455
	460	Torchmark Corp.		29,485
	1,928	Transatlantic Holdings, Inc.		94,491
	2,720	W.R. Berkley Corp.		88,227
	2,926	XL Group plc, (Ireland)		64,310

				652,614

		Real Estate Investment Trusts (REITs) — 2.6%
	1,208	HCP, Inc.		44,314
	710	Kimco Realty Corp.		13,237
	1,320	Regency Centers Corp.		58,027
	649	Vornado Realty Trust		60,506

				176,084

		Real Estate Management & Development — 0.7%
	2,470	Brookfield Office Properties, Inc.		47,618

		Thrifts & Mortgage Finance — 1.1%
	1,766	Capitol Federal Financial, Inc.		20,762
	4,199	People’s United Financial, Inc.		56,440

				77,202

		Total Financials		1,581,714

		Health Care — 6.2%
		Health Care Equipment & Supplies — 1.1%
	847	Becton, Dickinson & Co.		72,952

		Health Care Providers & Services — 5.1%
	1,424	AmerisourceBergen Corp.		58,937
	1,489	Coventry Health Care, Inc. (a)		54,286
	1,120	HCA Holdings, Inc. (a)		36,973
	869	Humana, Inc.		69,989
	3,339	Lincare Holdings, Inc.		97,731
	1,215	VCA Antech, Inc. (a)		25,764

				343,680

		Total Health Care		416,632

		Industrials — 9.0%
		Aerospace & Defense — 1.5%
	777	Alliant Techsystems, Inc.		55,419
	531	L-3 Communications Holdings, Inc.		46,455

				101,874

		Commercial Services & Supplies — 2.1%
	4,657	Republic Services, Inc.		143,682

		Electrical Equipment — 3.3%
	1,609	AMETEK, Inc.		72,241


SHARES		SECURITY DESCRIPTION	VALUE($)


		Electrical Equipment — Continued
	1,074	Cooper Industries plc		64,084
	962	Regal-Beloit Corp.		64,250
	284	Roper Industries, Inc.		23,651

				224,226

		Industrial Conglomerates — 1.0%
	1,304	Carlisle Cos., Inc.		64,188

		Machinery — 1.1%
	1,243	Snap-On, Inc.		77,682

		Total Industrials		611,652

		Information Technology — 5.9%
		Electronic Equipment, Instruments & Components — 3.3%
	1,110	Amphenol Corp., Class A		59,945
	1,282	Arrow Electronics, Inc. (a)		53,210
	2,875	TE Connectivity Ltd., (Switzerland)		105,689

				218,844

		IT Services — 1.0%
	2,252	Jack Henry & Associates, Inc.		67,576

		Semiconductors & Semiconductor Equipment — 0.7%
	1,259	Analog Devices, Inc.		49,276

		Software — 0.9%
	2,427	Synopsys, Inc. (a)		62,406

		Total Information Technology		398,102

		Materials — 7.3%
		Chemicals — 4.1%
	811	Airgas, Inc.		56,828
	998	Albemarle Corp.		69,083
	917	Sherwin-Williams Co. (The)		76,889
	1,039	Sigma-Aldrich Corp.		76,271

				279,071

		Containers & Packaging — 3.2%
	2,754	Ball Corp.		105,936
	838	Rock-Tenn Co., Class A		55,567
	1,348	Silgan Holdings, Inc.		55,219

				216,722

		Total Materials		495,793

		Telecommunication Services — 1.9%
		Diversified Telecommunication Services — 1.1%
	1,869	CenturyLink, Inc.		75,551

		Wireless Telecommunication Services — 0.8%
	1,996	Telephone & Data Systems, Inc.		53,746

		Total Telecommunication Services		129,297

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	33

JPMorgan Mid Cap Value Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Utilities — 10.1%
		Electric Utilities — 2.3%
	976	Northeast Utilities		34,312
	2,388	NV Energy, Inc.		36,663
	3,104	Westar Energy, Inc.		83,531

				154,506

		Gas Utilities — 1.7%
	1,568	Oneok, Inc.		116,068

		Multi-Utilities — 6.1%
	5,643	CMS Energy Corp.		111,101
	1,508	NSTAR		69,338
	1,077	Sempra Energy		56,945
	2,680	Wisconsin Energy Corp.		84,018
	3,862	Xcel Energy, Inc.		93,839

				415,241

		Total Utilities		685,815

		Total Common Stocks (Cost $5,013,019)		6,580,283


SHARES		SECURITY DESCRIPTION	VALUE($)

	Short-Term Investment — 2.7%
		Investment Company — 2.7%
	183,564	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.050% (b) (l) (m) (Cost $183,564)		183,564

	Investment of Cash Collateral for Securities on Loan — 0.6%
		Investment Company — 0.6%
	36,367	JPMorgan Prime Money Market Fund, Capital Shares, 0.080% (b) (l) (Cost $36,367)		36,367

		Total Investments — 100.4% (Cost $5,232,950)		6,800,214
		Liabilities in Excess of Other Assets — (0.4)%		(24,380	)

		NET ASSETS — 100.0%	$	6,775,834

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



34	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Long Positions — 104.0% (j)
		Common Stocks — 97.4%
		Consumer Discretionary — 18.7%
		Auto Components — 1.9%
	27	Autoliv, Inc., (Sweden)		2,144
	14	BorgWarner, Inc. (a)		1,139
	80	Cooper Tire & Rubber Co.		1,592
	78	Goodyear Tire & Rubber Co. (The) (a)		1,305
	38	Tenneco, Inc. (a)		1,680
	43	TRW Automotive Holdings Corp. (a)		2,545

				10,405

		Automobiles — 0.6%
	128	Ford Motor Co. (a)		1,765
	38	Harley-Davidson, Inc.		1,577

				3,342

		Diversified Consumer Services — 2.2%
	52	Apollo Group, Inc., Class A (a)		2,263
	69	Career Education Corp. (a)		1,463
	43	Coinstar, Inc. (a)		2,352
	25	ITT Educational Services, Inc. (a)		1,979
	32	Regis Corp.		491
	100	Service Corp. International		1,167
	7	Strayer Education, Inc.		836
	17	Weight Watchers International, Inc.		1,295

				11,846

		Hotels, Restaurants & Leisure — 2.4%
	96	Brinker International, Inc.		2,342
	33	Cracker Barrel Old Country Store, Inc.		1,619
	30	Las Vegas Sands Corp. (a)		1,247
	24	MGM Resorts International (a)		314
	44	Penn National Gaming, Inc. (a)		1,774
	26	PF Chang’s China Bistro, Inc.		1,026
	32	Vail Resorts, Inc.		1,492
	37	Wyndham Worldwide Corp.		1,254
	15	Wynn Resorts Ltd.		2,115

				13,183

		Household Durables — 1.5%
	61	Garmin Ltd., (Switzerland)		2,007
	7	Harman International Industries, Inc.		305
	46	Jarden Corp.		1,571
	31	Tempur-Pedic International, Inc. (a)		2,088
	26	Whirlpool Corp.		2,144

				8,115


SHARES		SECURITY DESCRIPTION	VALUE($)


		Internet & Catalog Retail — 0.9%
	2	Amazon.com, Inc. (a)		343
	75	Expedia, Inc.		2,176
	3	NetFlix, Inc. (a)		747
	27	Shutterfly, Inc. (a)		1,572

				4,838

		Leisure Equipment & Products — 0.6%
	54	Brunswick Corp.		1,092
	4	Mattel, Inc.		106
	17	Polaris Industries, Inc.		1,930

				3,128

		Media — 2.3%
	57	CBS Corp., Class B		1,630
	60	DISH Network Corp., Class A (a)		1,833
	58	Gannett Co., Inc.		837
	24	John Wiley & Sons, Inc., Class A		1,253
	40	Liberty Global, Inc., Class A (a)		1,820
	24	Liberty Media Corp. - Starz, Class A (a)		1,780
	8	McGraw-Hill Cos., Inc. (The)		344
	19	Time Warner Cable, Inc.		1,497
	49	Virgin Media, Inc.		1,463

				12,457

		Multiline Retail — 0.6%
	21	Dollar Tree, Inc. (a)		1,384
	72	Macy’s, Inc.		2,096

				3,480

		Specialty Retail — 4.0%
	20	Abercrombie & Fitch Co., Class A		1,364
	20	Aeropostale, Inc. (a)		356
	82	American Eagle Outfitters, Inc.		1,042
	35	ANN, Inc. (a)		915
	55	Ascena Retail Group, Inc. (a)		1,863
	6	AutoZone, Inc. (a)		1,894
	14	Bed Bath & Beyond, Inc. (a)		833
	36	Buckle, Inc. (The)		1,535
	61	Foot Locker, Inc.		1,457
	72	GameStop Corp., Class A (a)		1,913
	54	Limited Brands, Inc.		2,079
	31	Men’s Wearhouse, Inc. (The)		1,044
	40	Penske Automotive Group, Inc.		916
	171	Pier 1 Imports, Inc. (a)		1,973
	83	RadioShack Corp.		1,100
	40	Sally Beauty Holdings, Inc. (a)		683
	29	Williams-Sonoma, Inc.		1,052

				22,019

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	35

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Long Positions — Continued
		Textiles, Apparel & Luxury Goods — 1.7%
	48	CROCS, Inc. (a)		1,243
	15	Deckers Outdoor Corp. (a)		1,332
	20	Fossil, Inc. (a)		2,325
	84	Iconix Brand Group, Inc. (a)		2,022
	13	V.F. Corp.		1,397
	14	Warnaco Group, Inc. (The) (a)		743

				9,062

		Total Consumer Discretionary		101,875

		Consumer Staples — 5.1%
		Beverages — 1.1%
	55	Coca-Cola Enterprises, Inc.		1,592
	85	Constellation Brands, Inc., Class A (a)		1,773
	50	Dr. Pepper Snapple Group, Inc.		2,097
	2	PepsiCo, Inc.		164

				5,626

		Food & Staples Retailing — 0.7%
	17	Casey’s General Stores, Inc.		732
	33	Kroger Co. (The)		817
	65	Safeway, Inc.		1,520
	94	SUPERVALU, Inc.		885

				3,954

		Food Products — 1.8%
	29	ConAgra Foods, Inc.		750
	27	Corn Products International, Inc.		1,485
	103	Dean Foods Co. (a)		1,260
	35	Fresh Del Monte Produce, Inc.		936
	38	Hormel Foods Corp.		1,125
	91	Smithfield Foods, Inc. (a)		1,979
	120	Tyson Foods, Inc., Class A		2,337

				9,872

		Personal Products — 0.6%
	36	Herbalife Ltd., (Cayman Islands)		2,095
	32	Nu Skin Enterprises, Inc., Class A		1,195

				3,290

		Tobacco — 0.9%
	23	Lorillard, Inc.		2,543
	18	Philip Morris International, Inc.		1,191
	8	Reynolds American, Inc.		292
	28	Universal Corp.		1,051

				5,077

		Total Consumer Staples		27,819


SHARES		SECURITY DESCRIPTION	VALUE($)


		Energy — 7.7%
		Energy Equipment & Services — 3.0%
	71	Complete Production Services, Inc. (a)		2,374
	29	Diamond Offshore Drilling, Inc.		2,039
	130	Helix Energy Solutions Group, Inc. (a)		2,148
	37	Key Energy Services, Inc. (a)		666
	102	McDermott International, Inc. (a)		2,019
	17	Nabors Industries Ltd., (Bermuda) (a)		426
	55	Patterson-UTI Energy, Inc.		1,745
	96	RPC, Inc.		2,361
	25	Superior Energy Services, Inc. (a)		925
	18	Transocean Ltd., (Switzerland)		1,151
	6	Unit Corp. (a)		373

				16,227

		Oil, Gas & Consumable Fuels — 4.7%
	25	Alpha Natural Resources, Inc. (a)		1,121
	40	Arch Coal, Inc.		1,071
	20	Chevron Corp.		2,099
	24	Concho Resources, Inc. (a)		2,207
	98	Denbury Resources, Inc. (a)		1,954
	4	Devon Energy Corp.		303
	61	Gulfport Energy Corp. (a)		1,798
	8	Marathon Oil Corp.		417
	28	Newfield Exploration Co. (a)		1,896
	14	Occidental Petroleum Corp.		1,451
	26	Peabody Energy Corp.		1,506
	20	Rosetta Resources, Inc. (a)		1,041
	69	Stone Energy Corp. (a)		2,109
	55	Swift Energy Co. (a)		2,042
	70	Valero Energy Corp.		1,796
	75	W&T Offshore, Inc.		1,953
	40	Williams Cos., Inc. (The)		1,199

				25,963

		Total Energy		42,190

		Financials — 11.4%
		Capital Markets — 1.6%
	5	Affiliated Managers Group, Inc. (a)		464
	31	Ameriprise Financial, Inc.		1,811
	113	Ares Capital Corp.		1,810
	56	Bank of New York Mellon Corp. (The)		1,426
	122	Knight Capital Group, Inc., Class A (a)		1,347
	34	State Street Corp.		1,551

				8,409

		Commercial Banks — 1.7%
	13	Bank of Hawaii Corp.		624
	36	FirstMerit Corp.		602

SEE NOTES TO FINANCIAL STATEMENTS.



36	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Long Positions — Continued
		Commercial Banks — Continued
	126	KeyCorp		1,053
	25	PNC Financial Services Group, Inc.		1,508
	8	Popular, Inc. (a)		21
	7	Prosperity Bancshares, Inc.		301
	27	Signature Bank (a)		1,539
	37	TCF Financial Corp.		515
	62	U.S. Bancorp		1,572
	61	Wells Fargo & Co.		1,722

				9,457

		Consumer Finance — 1.3%
	29	Capital One Financial Corp.		1,506
	66	Discover Financial Services		1,765
	45	Ezcorp, Inc., Class A (a)		1,584
	134	SLM Corp.		2,253

				7,108

		Diversified Financial Services — 0.8%
	80	Bank of America Corp.		880
	48	Citigroup, Inc.		2,015
	53	NASDAQ OMX Group, Inc. (The) (a)		1,352

				4,247

		Insurance — 5.3%
	31	ACE Ltd., (Switzerland)		2,027
	37	Aflac, Inc.		1,722
	34	Allied World Assurance Co. Holdings Ltd., (Switzerland)		1,948
	45	American Financial Group, Inc.		1,617
	56	Assurant, Inc.		2,049
	126	Assured Guaranty Ltd., (Bermuda)		2,048
	6	Chubb Corp.		379
	28	CNA Financial Corp.		814
	185	CNO Financial Group, Inc. (a)		1,463
	51	Delphi Financial Group, Inc., Class A		1,497
	21	Everest Re Group Ltd., (Bermuda)		1,729
	72	Hartford Financial Services Group, Inc.		1,886
	62	Lincoln National Corp.		1,760
	149	MBIA, Inc. (a)		1,296
	19	MetLife, Inc.		820
	49	Montpelier Re Holdings Ltd., (Bermuda)		890
	8	Principal Financial Group, Inc.		250
	61	Protective Life Corp.		1,404
	23	Prudential Financial, Inc.		1,434
	24	Reinsurance Group of America, Inc.		1,445
	8	RenaissanceRe Holdings Ltd., (Bermuda)		568

				29,046


SHARES		SECURITY DESCRIPTION	VALUE($)


		Real Estate Investment Trusts (REITs) — 0.7%
	4	AvalonBay Communities, Inc.		532
	7	Camden Property Trust		468
	26	CBL & Associates Properties, Inc.		473
	34	Douglas Emmett, Inc. (m)		681
	11	Mid-America Apartment Communities, Inc.		732
	3	Simon Property Group, Inc.		324
	6	UDR, Inc.		158
	7	Vornado Realty Trust		668

				4,036

		Total Financials		62,303

		Health Care — 10.0%
		Biotechnology — 1.2%
	66	Amylin Pharmaceuticals, Inc. (a)		876
	18	Biogen Idec, Inc. (a)		1,881
	11	Human Genome Sciences, Inc. (a)		265
	58	Incyte Corp., Ltd. (a)		1,096
	16	Onyx Pharmaceuticals, Inc. (a)		573
	32	United Therapeutics Corp. (a)		1,767

				6,458

		Health Care Equipment & Supplies — 0.6%
	19	CareFusion Corp. (a)		508
	20	Cooper Cos., Inc. (The)		1,565
	53	Hologic, Inc. (a)		1,064

				3,137

		Health Care Providers & Services — 3.5%
	35	AMERIGROUP Corp. (a)		2,437
	8	AmerisourceBergen Corp.		317
	7	Cardinal Health, Inc.		318
	46	CIGNA Corp.		2,349
	45	Community Health Systems, Inc. (a)		1,165
	42	Coventry Health Care, Inc. (a)		1,542
	38	Health Net, Inc. (a)		1,207
	51	Healthspring, Inc. (a)		2,357
	25	Humana, Inc.		2,053
	13	LifePoint Hospitals, Inc. (a)		503
	56	Molina Healthcare, Inc. (a)		1,518
	28	UnitedHealth Group, Inc.		1,427
	30	WellCare Health Plans, Inc. (a)		1,554
	6	WellPoint, Inc.		479

				19,226

		Health Care Technology — 0.3%
	31	SXC Health Solutions Corp. (a)		1,824

		Life Sciences Tools & Services — 0.3%
	24	Bruker Corp. (a)		487

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	37

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Long Positions — Continued
		Life Sciences Tools & Services — Continued
	14	Illumina, Inc. (a)		1,026

				1,513

		Pharmaceuticals — 4.1%
	38	Abbott Laboratories		2,012
	60	Bristol-Myers Squibb Co.		1,734
	56	Eli Lilly & Co.		2,107
	46	Endo Pharmaceuticals Holdings, Inc. (a)		1,836
	63	Forest Laboratories, Inc. (a)		2,459
	11	Impax Laboratories, Inc. (a)		246
	27	Jazz Pharmaceuticals, Inc. (a)		884
	41	Medicis Pharmaceutical Corp., Class A		1,563
	42	Merck & Co., Inc.		1,497
	92	Pfizer, Inc.		1,888
	49	Salix Pharmaceuticals Ltd. (a)		1,949
	73	ViroPharma, Inc. (a)		1,346
	75	Warner Chilcott plc, (Ireland), Class A		1,808
	14	Watson Pharmaceuticals, Inc. (a)		979

				22,308

		Total Health Care		54,466

		Industrials — 12.7%
		Aerospace & Defense — 2.3%
	9	Alliant Techsystems, Inc.		618
	5	Esterline Technologies Corp. (a)		356
	24	General Dynamics Corp.		1,808
	24	L-3 Communications Holdings, Inc.		2,125
	24	Lockheed Martin Corp.		1,908
	32	Northrop Grumman Corp.		2,253
	31	Raytheon Co.		1,540
	79	Textron, Inc.		1,873
	3	Triumph Group, Inc.		252

				12,733

		Air Freight & Logistics — 0.5%
	36	Atlas Air Worldwide Holdings, Inc. (a)		2,166
	4	United Parcel Service, Inc., Class B		316

				2,482

		Airlines — 0.4%
	6	Alaska Air Group, Inc. (a)		422
	57	Southwest Airlines Co.		652
	123	U.S. Airways Group, Inc. (a)		1,099

				2,173

		Commercial Services & Supplies — 0.4%
	20	Brink’s Co. (The)		586
	42	Deluxe Corp.		1,031


SHARES		SECURITY DESCRIPTION	VALUE($)


		Commercial Services & Supplies — Continued
	27	R.R. Donnelley & Sons Co.		529

				2,146

		Construction & Engineering — 1.3%
	11	EMCOR Group, Inc. (a)		324
	17	Fluor Corp.		1,110
	52	KBR, Inc.		1,948
	89	MasTec, Inc. (a)		1,754
	45	URS Corp. (a)		2,012

				7,148

		Electrical Equipment — 1.2%
	16	AMETEK, Inc.		710
	15	Belden, Inc.		521
	29	General Cable Corp. (a)		1,243
	31	Polypore International, Inc. (a)		2,110
	35	Thomas & Betts Corp. (a)		1,888

				6,472

		Industrial Conglomerates — 0.4%
	118	General Electric Co.		2,220

		Machinery — 3.9%
	42	Actuant Corp., Class A		1,130
	22	AGCO Corp. (a)		1,092
	19	Caterpillar, Inc.		2,056
	31	CNH Global N.V., (Netherlands) (a)		1,214
	14	Cummins, Inc.		1,462
	20	Dover Corp.		1,358
	21	Joy Global, Inc.		2,003
	27	Kennametal, Inc.		1,120
	79	Meritor, Inc. (a)		1,271
	11	Middleby Corp. (a)		1,036
	34	Navistar International Corp. (a)		1,930
	24	Parker Hannifin Corp.		2,168
	29	Stanley Black & Decker, Inc.		2,064
	24	Timken Co.		1,207
	2	Toro Co. (The)		92

				21,203

		Marine — 0.4%
	24	Alexander & Baldwin, Inc.		1,160
	19	Kirby Corp. (a)		1,083

				2,243

		Road & Rail — 1.2%
	39	Con-way, Inc.		1,522
	56	CSX Corp.		1,465
	17	Hertz Global Holdings, Inc. (a)		263

SEE NOTES TO FINANCIAL STATEMENTS.



38	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Long Positions — Continued
		Road & Rail — Continued
	21	Norfolk Southern Corp.		1,541
	39	Old Dominion Freight Line, Inc. (a)		1,467
	5	Union Pacific Corp.		566

				6,824

		Trading Companies & Distributors — 0.7%
	94	RSC Holdings, Inc. (a)		1,118
	36	TAL International Group, Inc.		1,232
	62	United Rentals, Inc. (a)		1,563

				3,913

		Total Industrials		69,557

		Information Technology — 18.3%
		Communications Equipment — 2.0%
	86	Arris Group, Inc. (a)		994
	70	Cisco Systems, Inc.		1,095
	33	Harris Corp.		1,488
	42	Motorola Solutions, Inc. (a)		1,925
	56	Plantronics, Inc.		2,035
	52	Research In Motion Ltd., (Canada) (a)		1,489
	44	Riverbed Technology, Inc. (a)		1,733

				10,759

		Computers & Peripherals — 0.9%
	5	Apple, Inc. (a)		1,798
	133	Dell, Inc. (a)		2,212
	36	Diebold, Inc.		1,114

				5,124

		Electronic Equipment, Instruments & Components — 2.4%
	36	Arrow Electronics, Inc. (a)		1,512
	29	Avnet, Inc. (a)		934
	15	Coherent, Inc. (a)		842
	106	Corning, Inc.		1,918
	24	IPG Photonics Corp. (a)		1,766
	14	Itron, Inc. (a)		658
	229	Power-One, Inc. (a)		1,853
	14	Rofin-Sinar Technologies, Inc. (a)		493
	17	SYNNEX Corp. (a)		532
	26	Universal Display Corp. (a)		915
	102	Vishay Intertechnology, Inc. (a)		1,533

				12,956

		Internet Software & Services — 2.1%
	35	Ancestry.com, Inc. (a)		1,467
	65	eBay, Inc. (a)		2,102
	66	IAC/InterActiveCorp. (a)		2,523
	15	Sohu.com, Inc., (China) (a)		1,069


SHARES		SECURITY DESCRIPTION	VALUE($)


		Internet Software & Services — Continued
	12	Travelzoo, Inc. (a)		774
	88	ValueClick, Inc. (a)		1,462
	60	VeriSign, Inc.		2,022

				11,419

		IT Services — 3.5%
	6	Accenture plc, (Ireland), Class A		353
	26	Alliance Data Systems Corp. (a)		2,439
	52	Amdocs Ltd., (United Kingdom) (a)		1,588
	64	Broadridge Financial Solutions, Inc.		1,545
	33	CACI International, Inc., Class A (a)		2,082
	67	Convergys Corp. (a)		912
	30	DST Systems, Inc.		1,576
	46	Fidelity National Information Services, Inc.		1,427
	15	Global Payments, Inc.		784
	125	SAIC, Inc. (a)		2,095
	45	Unisys Corp. (a)		1,159
	39	VeriFone Systems, Inc. (a)		1,716
	72	Western Union Co. (The)		1,451

				19,127

		Office Electronics — 0.4%
	199	Xerox Corp.		2,072

		Semiconductors & Semiconductor Equipment — 4.4%
	242	Amkor Technology, Inc. (a)		1,493
	113	Applied Materials, Inc.		1,465
	39	Fairchild Semiconductor International, Inc. (a)		659
	168	GT Solar International, Inc. (a)		2,729
	39	Intel Corp.		870
	54	KLA-Tencor Corp.		2,190
	40	Lam Research Corp. (a)		1,779
	78	Marvell Technology Group Ltd., (Bermuda) (a)		1,148
	70	MEMC Electronic Materials, Inc. (a)		601
	156	Micron Technology, Inc. (a)		1,168
	34	MKS Instruments, Inc.		893
	13	National Semiconductor Corp.		308
	63	Novellus Systems, Inc. (a)		2,269
	59	OmniVision Technologies, Inc. (a)		2,057
	100	Teradyne, Inc. (a)		1,487
	41	Tessera Technologies, Inc. (a)		704
	47	Veeco Instruments, Inc. (a)		2,294

				24,114

		Software — 2.6%
	177	Activision Blizzard, Inc.		2,062
	25	BMC Software, Inc. (a)		1,360
	88	CA, Inc.		2,003

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	39

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Long Positions — Continued
		Software — Continued
	196	Cadence Design Systems, Inc. (a)		2,069
	47	Fair Isaac Corp.		1,414
	84	Microsoft Corp.		2,176
	67	Oracle Corp.		2,194
	42	Symantec Corp. (a)		819

				14,097

		Total Information Technology		99,668

		Materials — 6.5%
		Chemicals — 2.9%
	30	Cabot Corp.		1,205
	30	Celanese Corp., Class A		1,607
	12	CF Industries Holdings, Inc.		1,715
	28	Cytec Industries, Inc.		1,612
	12	Eastman Chemical Co.		1,233
	94	Ferro Corp. (a)		1,264
	23	Kraton Performance Polymers, Inc. (a)		909
	32	OM Group, Inc. (a)		1,316
	36	Rockwood Holdings, Inc. (a)		1,967
	86	Solutia, Inc. (a)		1,964
	18	Westlake Chemical Corp.		928

				15,720

		Containers & Packaging — 1.1%
	38	Ball Corp.		1,446
	40	Crown Holdings, Inc. (a)		1,535
	30	Rock-Tenn Co., Class A		1,964
	54	Sealed Air Corp.		1,274

				6,219

		Metals & Mining — 2.1%
	47	Alcoa, Inc.		744
	107	Century Aluminum Co. (a)		1,672
	23	Cliffs Natural Resources, Inc.		2,168
	44	Freeport-McMoRan Copper & Gold, Inc.		2,310
	5	Schnitzer Steel Industries, Inc., Class A		304
	93	Steel Dynamics, Inc.		1,513
	17	Walter Energy, Inc.		1,920
	43	Worthington Industries, Inc.		991

				11,622

		Paper & Forest Products — 0.4%
	23	Domtar Corp., (Canada)		2,144

		Total Materials		35,705

		Telecommunication Services — 0.9%
		Diversified Telecommunication Services — 0.4%
	360	Level 3 Communications, Inc. (a)		878


SHARES		SECURITY DESCRIPTION	VALUE($)


		Diversified Telecommunication Services — Continued
	36	Verizon Communications, Inc.		1,339

				2,217

		Wireless Telecommunication Services — 0.5%
	82	MetroPCS Communications, Inc. (a)		1,407
	260	Sprint Nextel Corp. (a)		1,403

				2,810

		Total Telecommunication Services		5,027

		Utilities — 6.1%
		Electric Utilities — 2.7%
	50	American Electric Power Co., Inc.		1,874
	80	Duke Energy Corp.		1,516
	24	Edison International		919
	24	El Paso Electric Co.		767
	26	Entergy Corp.		1,764
	22	Exelon Corp.		948
	105	Pepco Holdings, Inc.		2,068
	81	PNM Resources, Inc.		1,357
	85	Portland General Electric Co.		2,146
	35	Unisource Energy Corp.		1,320

				14,679

		Gas Utilities — 1.2%
	39	Atmos Energy Corp.		1,282
	117	Questar Corp.		2,067
	19	South Jersey Industries, Inc.		1,012
	20	Southwest Gas Corp.		776
	51	UGI Corp.		1,619

				6,756

		Independent Power Producers & Energy Traders — 0.6%
	133	AES Corp. (The) (a)		1,690
	63	NRG Energy, Inc. (a)		1,542

				3,232

		Multi-Utilities — 1.5%
	70	Ameren Corp.		2,031
	106	CMS Energy Corp.		2,084
	87	MDU Resources Group, Inc.		1,963
	22	NorthWestern Corp.		719
	28	Sempra Energy		1,506

				8,303

		Water Utilities — 0.1%
	15	American Water Works Co., Inc.		431

		Total Utilities		33,401

		Total Common Stocks (Cost $443,125)		532,011

SEE NOTES TO FINANCIAL STATEMENTS.



40	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Long Positions — Continued
		Short-Term Investment — 6.6%
		Investment Company — 6.6%
	36,094	JPMorgan Liquid Assets Money Market Fund, Institutional Class Shares, 0.050% (b) (l) (Cost $36,094)		36,094

		Total Investments — 104.0% (Cost $479,219)		568,105
		Liabilities in Excess of Other Assets — (4.0)%		(21,658	)

		NET ASSETS — 100.0%	$	546,447

	Short Positions — 97.5%
		Common Stocks — 97.5%
		Consumer Discretionary — 13.1%
		Auto Components — 0.3%
	11	Gentex Corp.		336
	32	Johnson Controls, Inc.		1,327

				1,663

		Automobiles — 0.1%
	27	Thor Industries, Inc.		775

		Diversified Consumer Services — 0.1%
	41	H&R Block, Inc.		661

		Hotels, Restaurants & Leisure — 2.7%
	24	Bally Technologies, Inc. (a)		981
	36	BJ’s Restaurants, Inc. (a)		1,887
	20	Carnival Corp.		746
	6	Chipotle Mexican Grill, Inc. (a)		1,939
	71	Gaylord Entertainment Co. (a)		2,131
	38	Hyatt Hotels Corp., Class A (a)		1,571
	7	Starbucks Corp.		265
	34	Starwood Hotels & Resorts Worldwide, Inc.		1,925
	333	Wendy’s/Arby’s Group, Inc., Class A		1,687
	35	WMS Industries, Inc. (a)		1,079
	6	Yum! Brands, Inc.		329

				14,540

		Household Durables — 1.3%
	96	Lennar Corp., Class A		1,742
	72	MDC Holdings, Inc.		1,772
	266	Pulte Group, Inc. (a)		2,040
	79	Toll Brothers, Inc. (a)		1,629

				7,183

		Internet & Catalog Retail — 0.1%
	14	HSN, Inc. (a)		477

		Leisure Equipment & Products — 0.5%
	692	Eastman Kodak Co. (a)		2,478


SHARES		SECURITY DESCRIPTION	VALUE($)


		Media — 2.7%
	42	Discovery Communications, Inc., Class A (a)		1,735
	82	DreamWorks Animation SKG, Inc., Class A (a)		1,656
	57	Lamar Advertising Co., Class A (a)		1,547
	168	Live Nation Entertainment, Inc. (a)		1,924
	261	New York Times Co. (The), Class A (a)		2,279
	89	Regal Entertainment Group, Class A		1,095
	30	Scripps Networks Interactive, Inc., Class A		1,487
	56	Thomson Reuters Corp.		2,095
	22	Walt Disney Co. (The)		865

				14,683

		Multiline Retail — 0.3%
	37	J.C. Penney Co., Inc.		1,292
	12	Kohl’s Corp.		591

				1,883

		Specialty Retail — 2.5%
	81	Cabela’s, Inc. (a)		2,203
	76	CarMax, Inc. (a)		2,514
	115	Collective Brands, Inc. (a)		1,693
	7	Home Depot, Inc.		253
	579	Office Depot, Inc. (a)		2,443
	13	OfficeMax, Inc. (a)		105
	136	Staples, Inc.		2,141
	4	Tiffany & Co.		338
	6	Tractor Supply Co.		387
	58	Urban Outfitters, Inc. (a)		1,632

				13,709

		Textiles, Apparel & Luxury Goods — 2.5%
	60	Carter’s, Inc. (a)		1,845
	26	Columbia Sportswear Co.		1,644
	75	Hanesbrands, Inc. (a)		2,134
	146	Jones Group, Inc. (The)		1,585
	13	NIKE, Inc., Class B		1,189
	27	Steven Madden Ltd. (a)		995
	33	Under Armour, Inc., Class A (a)		2,518
	35	Wolverine World Wide, Inc.		1,459

				13,369

		Total Consumer Discretionary		71,421

		Consumer Staples — 4.8%
		Beverages — 0.2%
	5	Brown-Forman Corp., Class B		337
	10	Coca-Cola Co. (The)		666

				1,003

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	41

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Short Positions — Continued
		Food & Staples Retailing — 0.8%
	36	BJ’s Wholesale Club, Inc. (a)		1,803
	40	United Natural Foods, Inc. (a)		1,717
	12	Whole Foods Market, Inc.		731

				4,251

		Food Products — 3.2%
	23	Bunge Ltd.		1,556
	29	Campbell Soup Co.		997
	25	Darling International, Inc. (a)		440
	14	Diamond Foods, Inc.		1,061
	75	Flowers Foods, Inc.		1,652
	30	Green Mountain Coffee Roasters, Inc. (a)		2,659
	32	Kellogg Co.		1,774
	65	Kraft Foods, Inc., Class A		2,287
	31	McCormick & Co., Inc. (Non-Voting)		1,532
	35	Mead Johnson Nutrition Co.		2,334
	10	Sanderson Farms, Inc.		473
	15	TreeHouse Foods, Inc. (a)		798

				17,563

		Household Products — 0.3%
	47	Church & Dwight Co., Inc.		1,901

		Personal Products — 0.3%
	16	Estee Lauder Cos., Inc. (The), Class A		1,701

		Total Consumer Staples		26,419

		Energy — 10.6%
		Energy Equipment & Services — 2.5%
	17	Cameron International Corp. (a)		848
	11	Dresser-Rand Group, Inc. (a)		588
	23	Dril-Quip, Inc. (a)		1,551
	84	Exterran Holdings, Inc. (a)		1,661
	28	FMC Technologies, Inc. (a)		1,257
	35	Global Industries Ltd. (a)		192
	11	Lufkin Industries, Inc.		931
	52	Noble Corp., (Switzerland)		2,056
	23	Rowan Cos., Inc. (a)		907
	16	Schlumberger Ltd.		1,351
	39	Tidewater, Inc.		2,105

				13,447

		Oil, Gas & Consumable Fuels — 8.1%
	75	Brigham Exploration Co. (a)		2,253
	10	Cabot Oil & Gas Corp.		630
	9	Carrizo Oil & Gas, Inc. (a)		374
	23	Chesapeake Energy Corp.		688


SHARES		SECURITY DESCRIPTION	VALUE($)


		Oil, Gas & Consumable Fuels — Continued
	17	Cimarex Energy Co.		1,525
	87	Cobalt International Energy, Inc. (a)		1,186
	75	Comstock Resources, Inc. (a)		2,151
	38	Consol Energy, Inc.		1,831
	105	El Paso Corp.		2,125
	12	EOG Resources, Inc.		1,279
	44	EQT Corp.		2,302
	105	Frontline Ltd., (Bermuda)		1,551
	17	Hess Corp.		1,248
	332	Kodiak Oil & Gas Corp. (a)		1,918
	124	McMoRan Exploration Co. (a)		2,295
	59	Nordic American Tanker Shipping Ltd., (Bermuda)		1,340
	48	Northern Oil & Gas, Inc. (a)		1,070
	54	Overseas Shipholding Group, Inc.		1,443
	65	Patriot Coal Corp. (a)		1,450
	46	Petroleum Development Corp. (a)		1,372
	26	QEP Resources, Inc.		1,092
	88	Quicksilver Resources, Inc. (a)		1,299
	6	Range Resources Corp.		329
	197	SandRidge Energy, Inc. (a)		2,104
	40	Southwestern Energy Co. (a)		1,722
	91	Spectra Energy Corp.		2,492
	39	Sunoco, Inc.		1,631
	44	Teekay Corp., (Canada)		1,347
	62	World Fuel Services Corp.		2,211

				44,258

		Total Energy		57,705

		Financials — 12.5%
		Capital Markets — 2.5%
	100	Charles Schwab Corp. (The)		1,646
	149	E*Trade Financial Corp. (a)		2,050
	26	Greenhill & Co., Inc.		1,405
	66	Legg Mason, Inc.		2,176
	269	MF Global Holdings Ltd. (a)		2,085
	21	Morgan Stanley		484
	75	SEI Investments Co.		1,685
	14	T. Rowe Price Group, Inc.		852
	50	TD AMERITRADE Holding Corp.		977

				13,360

		Commercial Banks — 4.5%
	69	Associated Banc-Corp.		958
	130	BancorpSouth, Inc.		1,612
	348	CapitalSource, Inc.		2,246
	44	CIT Group, Inc. (a)		1,927

SEE NOTES TO FINANCIAL STATEMENTS.



42	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Short Positions — Continued
		Commercial Banks — Continued
	46	Comerica, Inc.		1,586
	97	Fifth Third Bancorp		1,239
	186	First Horizon National Corp.		1,773
	43	Hancock Holding Co.		1,334
	30	Iberiabank Corp.		1,729
	262	Regions Financial Corp.		1,623
	81	SunTrust Banks, Inc.		2,080
	958	Synovus Financial Corp.		1,994
	145	Umpqua Holdings Corp.		1,673
	21	Wintrust Financial Corp.		662
	88	Zions Bancorp		2,123

				24,559

		Diversified Financial Services — 0.8%
	6	CME Group, Inc.		1,692
	11	IntercontinentalExchange, Inc. (a)		1,423
	38	MSCI, Inc., Class A (a)		1,449

				4,564

		Insurance — 2.6%
	54	Allstate Corp. (The)		1,652
	6	AON Corp.		298
	71	Cincinnati Financial Corp.		2,086
	33	First American Financial Corp.		519
	198	Genworth Financial, Inc., Class A (a)		2,032
	40	Hanover Insurance Group, Inc. (The)		1,502
	3	Markel Corp. (a)		1,361
	32	Marsh & McLennan Cos., Inc.		1,007
	40	Mercury General Corp.		1,578
	176	Old Republic International Corp.		2,067

				14,102

		Real Estate Investment Trusts (REITs) — 0.9%
	24	Apartment Investment & Management Co., Class A		604
	14	BRE Properties, Inc.		697
	24	Corporate Office Properties Trust		741
	8	Federal Realty Investment Trust		658
	14	Kilroy Realty Corp.		572
	80	Weyerhaeuser Co.		1,739

				5,011

		Thrifts & Mortgage Finance — 1.2%
	121	Capitol Federal Financial, Inc.		1,421
	178	Hudson City Bancorp, Inc.		1,460
	130	MGIC Investment Corp. (a)		775
	80	Northwest Bancshares, Inc.		1,005


SHARES		SECURITY DESCRIPTION	VALUE($)


		Thrifts & Mortgage Finance — Continued
	138	People’s United Financial, Inc.		1,850

				6,511

		Total Financials		68,107

		Health Care — 11.0%
		Biotechnology — 1.2%
	45	Alkermes, Inc. (a)		829
	22	Celgene Corp. (a)		1,320
	25	Cepheid, Inc. (a)		853
	42	Myriad Genetics, Inc. (a)		963
	23	Pharmasset, Inc. (a)		2,596

				6,561

		Health Care Equipment & Supplies — 3.7%
	148	Boston Scientific Corp. (a)		1,022
	43	DENTSPLY International, Inc.		1,651
	6	Edwards Lifesciences Corp. (a)		547
	4	Gen-Probe, Inc. (a)		309
	13	Haemonetics Corp. (a)		835
	21	HeartWare International, Inc. (a)		1,569
	21	IDEXX Laboratories, Inc. (a)		1,606
	3	Intuitive Surgical, Inc. (a)		1,090
	39	Masimo Corp.		1,152
	39	Medtronic, Inc.		1,512
	62	NuVasive, Inc. (a)		2,047
	68	NxStage Medical, Inc. (a)		1,424
	31	ResMed, Inc. (a)		961
	41	Thoratec Corp. (a)		1,333
	52	Volcano Corp. (a)		1,669
	36	West Pharmaceutical Services, Inc.		1,561

				20,288

		Health Care Providers & Services — 2.8%
	87	Brookdale Senior Living, Inc. (a)		2,116
	13	Chemed Corp.		878
	81	Healthsouth Corp. (a)		2,120
	29	Henry Schein, Inc. (a)		2,061
	3	HMS Holdings Corp. (a)		246
	16	Mednax, Inc. (a)		1,190
	36	Owens & Minor, Inc.		1,239
	30	Patterson Cos., Inc.		974
	35	PSS World Medical, Inc. (a)		991
	37	Universal Health Services, Inc., Class B		1,902
	73	VCA Antech, Inc. (a)		1,554

				15,271

		Health Care Technology — 0.6%
	28	Cerner Corp. (a)		1,709

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	43

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Short Positions — Continued
		Health Care Technology — Continued
	14	Quality Systems, Inc.		1,229

				2,938

		Life Sciences Tools & Services — 1.3%
	25	Agilent Technologies, Inc. (a)		1,269
	5	Mettler-Toledo International, Inc. (a)		784
	76	Parexel International Corp. (a)		1,785
	55	Pharmaceutical Product Development, Inc.		1,480
	27	Thermo Fisher Scientific, Inc. (a)		1,741

				7,059

		Pharmaceuticals — 1.4%
	76	Auxilium Pharmaceuticals, Inc. (a)		1,493
	34	Hospira, Inc. (a)		1,922
	70	Mylan, Inc. (a)		1,722
	169	Nektar Therapeutics (a)		1,232
	16	Perrigo Co.		1,373

				7,742

		Total Health Care		59,859

		Industrials — 14.0%
		Aerospace & Defense — 1.4%
	21	Boeing Co. (The)		1,560
	66	DigitalGlobe, Inc. (a)		1,671
	10	Goodrich Corp.		984
	16	Hexcel Corp. (a)		353
	14	Rockwell Collins, Inc.		869
	100	Spirit Aerosystems Holdings, Inc., Class A (a)		2,192

				7,629

		Air Freight & Logistics — 0.8%
	23	C.H. Robinson Worldwide, Inc.		1,846
	30	Hub Group, Inc., Class A (a)		1,131
	67	UTi Worldwide, Inc., (United Kingdom)		1,320

				4,297

		Airlines — 0.2%
	218	AMR Corp. (a)		1,175

		Building Products — 1.3%
	30	Lennox International, Inc.		1,292
	118	Masco Corp.		1,414
	58	Owens Corning (a)		2,181
	159	USG Corp. (a)		2,286

				7,173

		Commercial Services & Supplies — 1.4%
	52	Cintas Corp.		1,701
	16	Clean Harbors, Inc. (a)		1,681
	67	GEO Group, Inc. (The) (a)		1,546
	10	HNI Corp.		262


SHARES		SECURITY DESCRIPTION	VALUE($)


		Commercial Services & Supplies — Continued
	23	Republic Services, Inc.		699
	49	Waste Connections, Inc.		1,564

				7,453

		Construction & Engineering — 1.2%
	12	Foster Wheeler AG, (Switzerland) (a)		363
	52	Jacobs Engineering Group, Inc. (a)		2,230
	111	Quanta Services, Inc. (a)		2,241
	62	Shaw Group, Inc. (The) (a)		1,874

				6,708

		Electrical Equipment — 1.6%
	32	Acuity Brands, Inc.		1,773
	21	American Superconductor Corp. (a)		192
	73	Babcock & Wilcox Co. (The) (a)		2,026
	5	Cooper Industries plc		312
	3	Emerson Electric Co.		149
	79	GrafTech International Ltd. (a)		1,595
	16	Regal-Beloit Corp.		1,077
	50	Woodward, Inc.		1,730

				8,854

		Industrial Conglomerates — 0.4%
	9	3M Co.		849
	31	Carlisle Cos., Inc.		1,537

				2,386

		Machinery — 3.5%
	34	Chart Industries, Inc. (a)		1,822
	13	Danaher Corp.		673
	19	Flowserve Corp.		2,082
	67	Harsco Corp.		2,182
	30	Kaydon Corp.		1,132
	65	Oshkosh Corp. (a)		1,895
	51	Robbins & Myers, Inc.		2,694
	16	SPX Corp.		1,314
	81	Terex Corp. (a)		2,291
	67	Trinity Industries, Inc.		2,329
	3	Valmont Industries, Inc.		317
	5	Wabtec Corp.		321

				19,052

		Professional Services — 1.3%
	20	Dun & Bradstreet Corp.		1,547
	23	FTI Consulting, Inc. (a)		883
	20	IHS, Inc., Class A (a)		1,629
	5	Manpower, Inc.		276
	60	Robert Half International, Inc.		1,619
	33	Verisk Analytics, Inc., Class A (a)		1,125

				7,079

SEE NOTES TO FINANCIAL STATEMENTS.



44	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Short Positions — Continued
		Road & Rail — 0.2%
	20	Avis Budget Group, Inc. (a)		334
	52	Knight Transportation, Inc.		878

				1,212

		Trading Companies & Distributors — 0.7%
	60	Fastenal Co.		2,150
	22	MSC Industrial Direct Co., Class A		1,477

				3,627

		Total Industrials		76,645

		Information Technology — 16.1%
		Communications Equipment — 1.2%
	28	Acme Packet, Inc. (a)		1,938
	76	Ciena Corp. (a)		1,395
	42	Motorola Mobility Holdings, Inc. (a)		919
	133	Tellabs, Inc.		612
	40	ViaSat, Inc. (a)		1,731

				6,595

		Computers & Peripherals — 1.4%
	37	EMC Corp. (a)		1,013
	59	Hewlett-Packard Co.		2,142
	36	SanDisk Corp. (a)		1,503
	91	Seagate Technology plc, (Ireland)		1,469
	32	Western Digital Corp. (a)		1,176

				7,303

		Electronic Equipment, Instruments & Components — 3.1%
	32	Amphenol Corp., Class A		1,711
	47	Cognex Corp.		1,659
	44	Dolby Laboratories, Inc., Class A (a)		1,885
	61	FLIR Systems, Inc.		2,054
	119	Ingram Micro, Inc., Class A (a)		2,157
	68	Molex, Inc.		1,751
	17	National Instruments Corp.		518
	46	Plexus Corp. (a)		1,614
	52	Trimble Navigation Ltd. (a)		2,045
	108	TTM Technologies, Inc. (a)		1,728

				17,122

		Internet Software & Services — 1.8%
	62	Akamai Technologies, Inc. (a)		1,948
	31	Digital River, Inc. (a)		1,007
	22	Equinix, Inc. (a)		2,235
	1	Google, Inc., Class A (a)		258
	40	LogMeIn, Inc. (a)		1,525
	63	Monster Worldwide, Inc. (a)		916
	5	VistaPrint N.V., (Netherlands) (a)		242


SHARES		SECURITY DESCRIPTION	VALUE($)


		Internet Software & Services — Continued
	125	Yahoo!, Inc. (a)		1,874

				10,005

		IT Services — 2.1%
	17	Automatic Data Processing, Inc.		897
	90	CoreLogic, Inc. (a)		1,497
	2	International Business Machines Corp.		328
	51	Jack Henry & Associates, Inc.		1,533
	42	NeuStar, Inc., Class A (a)		1,108
	42	Paychex, Inc.		1,296
	28	Sapient Corp. (a)		424
	12	Syntel, Inc.		694
	34	Teradata Corp. (a)		2,066
	32	Wright Express Corp. (a)		1,663

				11,506

		Semiconductors & Semiconductor Equipment — 3.0%
	269	Advanced Micro Devices, Inc. (a)		1,883
	63	Atmel Corp. (a)		889
	9	Broadcom Corp., Class A (a)		313
	35	Cavium, Inc. (a)		1,505
	41	Cirrus Logic, Inc. (a)		652
	54	Cree, Inc. (a)		1,810
	96	Cypress Semiconductor Corp. (a)		2,028
	10	Diodes, Inc. (a)		252
	21	Hittite Microwave Corp. (a)		1,277
	2	PMC-Sierra, Inc. (a)		15
	37	Power Integrations, Inc.		1,428
	26	Silicon Laboratories, Inc. (a)		1,054
	29	Skyworks Solutions, Inc. (a)		673
	143	TriQuint Semiconductor, Inc. (a)		1,456
	27	Xilinx, Inc.		986

				16,221

		Software — 3.5%
	34	ANSYS, Inc. (a)		1,869
	95	AsiaInfo-Linkage, Inc., (China) (a)		1,572
	13	CommVault Systems, Inc. (a)		595
	33	Electronic Arts, Inc. (a)		784
	14	Fortinet, Inc. (a)		374
	7	JDA Software Group, Inc. (a)		226
	48	NetSuite, Inc. (a)		1,885
	66	Parametric Technology Corp. (a)		1,520
	34	Pegasystems, Inc.		1,567
	33	Red Hat, Inc. (a)		1,529
	6	Rovi Corp. (a)		340
	5	Salesforce.com, Inc. (a)		758

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	45

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Short Positions — Continued
		Software — Continued
	87	SolarWinds, Inc. (a)		2,268
	6	Solera Holdings, Inc.		330
	20	Synchronoss Technologies, Inc. (a)		634
	45	Taleo Corp., Class A (a)		1,658
	12	Ultimate Software Group, Inc. (a)		647
	5	VMware, Inc., Class A (a)		477

				19,033

		Total Information Technology		87,785

		Materials — 8.0%
		Chemicals — 3.8%
	11	Air Products & Chemicals, Inc.		1,011
	28	Airgas, Inc.		1,927
	24	Albemarle Corp.		1,657
	22	Ashland, Inc.		1,417
	12	Dow Chemical Co. (The)		426
	35	Ecolab, Inc.		1,962
	20	FMC Corp.		1,759
	35	H.B. Fuller Co.		846
	58	Huntsman Corp.		1,100
	30	International Flavors & Fragrances, Inc.		1,902
	50	Intrepid Potash, Inc. (a)		1,626
	4	Monsanto Co.		317
	20	Mosaic Co. (The)		1,349
	17	Praxair, Inc.		1,887
	35	RPM International, Inc.		817
	10	Sigma-Aldrich Corp.		734

				20,737

		Construction Materials — 1.2%
	58	Eagle Materials, Inc.		1,621
	17	Martin Marietta Materials, Inc.		1,355
	41	Texas Industries, Inc.		1,714
	55	Vulcan Materials Co.		2,132

				6,822

		Containers & Packaging — 0.8%
	23	Aptargroup, Inc.		1,200
	22	Owens-Illinois, Inc. (a)		562
	51	Packaging Corp. of America		1,432
	34	Silgan Holdings, Inc.		1,393

				4,587

		Metals & Mining — 2.2%
	140	AK Steel Holding Corp.		2,202
	60	Allied Nevada Gold Corp. (a)		2,137
	42	Carpenter Technology Corp.		2,448


SHARES		SECURITY DESCRIPTION	VALUE($)


		Metals & Mining — Continued
	11	Compass Minerals International, Inc.		923
	24	Royal Gold, Inc.		1,417
	65	Titanium Metals Corp.		1,199
	33	United States Steel Corp.		1,508

				11,834

		Total Materials		43,980

		Telecommunication Services — 1.6%
		Diversified Telecommunication Services — 1.0%
	12	AboveNet, Inc.		879
	14	CenturyLink, Inc.		583
	257	Frontier Communications Corp.		2,075
	90	tw telecom, inc. (a)		1,839

				5,376

		Wireless Telecommunication Services — 0.6%
	41	American Tower Corp., Class A (a)		2,170
	32	NII Holdings, Inc. (a)		1,343

				3,513

		Total Telecommunication Services		8,889

		Utilities — 5.8%
		Electric Utilities — 2.4%
	50	Cleco Corp.		1,757
	36	FirstEnergy Corp.		1,597
	16	Great Plains Energy, Inc.		336
	17	Hawaiian Electric Industries, Inc.		419
	10	IDACORP, Inc.		378
	37	NextEra Energy, Inc.		2,129
	44	Northeast Utilities		1,554
	75	PPL Corp.		2,074
	29	Southern Co.		1,182
	45	UIL Holdings Corp.		1,442
	12	Westar Energy, Inc.		320

				13,188

		Gas Utilities — 0.9%
	26	National Fuel Gas Co.		1,872
	15	New Jersey Resources Corp.		678
	9	Nicor, Inc.		496
	27	Northwest Natural Gas Co.		1,207
	26	Piedmont Natural Gas Co., Inc.		779

				5,032

		Independent Power Producers & Energy Traders — 0.8%
	137	Calpine Corp. (a)		2,206
	540	GenOn Energy, Inc. (a)		2,086

				4,292

SEE NOTES TO FINANCIAL STATEMENTS.



46	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Short Positions — Continued
		Multi-Utilities — 1.5%
	52	Black Hills Corp.		1,560
	73	CenterPoint Energy, Inc.		1,416
	7	Consolidated Edison, Inc.		374
	7	DTE Energy Co.		334
	42	OGE Energy Corp.		2,119
	71	TECO Energy, Inc.		1,341
	31	Vectren Corp.		856
	13	Xcel Energy, Inc.		313

				8,313


SHARES		SECURITY DESCRIPTION	VALUE($)


		Water Utilities — 0.2%
	48	Aqua America, Inc.		1,061

		Total Utilities		31,886

		Total Short Positions (Proceeds $521,840)		532,696

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	47

JPMorgan Value Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — 96.1%
		Consumer Discretionary — 15.0%
		Distributors — 1.0%
	167	Genuine Parts Co.		9,090

		Hotels, Restaurants & Leisure — 0.9%
	66	McDonald’s Corp.		5,599
	212	Monarch Casino & Resort, Inc. (a)		2,208

				7,807

		Household Durables — 1.3%
	194	Fortune Brands, Inc.		12,397

		Internet & Catalog Retail — 0.8%
	266	Expedia, Inc.		7,706

		Media — 3.7%
	247	AH Belo Corp., Class A		1,839
	382	Belo Corp., Class A (a)		2,878
	119	Cablevision Systems Corp., Class A		4,298
	220	Clear Channel Outdoor Holdings, Inc., Class A (a)		2,790
	340	Entercom Communications Corp., Class A (a)		2,950
	406	Gannett Co., Inc.		5,811
	551	LIN TV Corp., Class A (a)		2,684
	61	Time Warner Cable, Inc.		4,729
	81	Time Warner, Inc.		2,931
	7	Washington Post Co. (The), Class B		2,933

				33,843

		Multiline Retail — 2.1%
	140	Kohl’s Corp.		7,016
	171	Sears Holdings Corp. (a)		12,181

				19,197

		Specialty Retail — 5.2%
	33	AutoZone, Inc. (a)		9,848
	227	Bed Bath & Beyond, Inc. (a)		13,238
	510	Gap, Inc. (The)		9,231
	222	Home Depot, Inc.		8,052
	144	TJX Cos., Inc.		7,564

				47,933

		Total Consumer Discretionary		137,973

		Consumer Staples — 6.2%
		Beverages — 0.8%
	96	Diageo plc, (United Kingdom), ADR		7,818

		Food & Staples Retailing — 2.2%
	314	Walgreen Co.		13,333
	132	Wal-Mart Stores, Inc.		6,993

				20,326


SHARES			SECURITY DESCRIPTION	VALUE($)


			Food Products — 1.4%
	167		JM Smucker Co. (The)		12,750

			Household Products — 1.8%
	254		Procter & Gamble Co. (The)		16,115

			Total Consumer Staples		57,009

			Energy — 11.3%
			Oil, Gas & Consumable Fuels — 11.3%
	333		Devon Energy Corp.		26,252
	314		El Paso Corp.		6,333
	229		Energen Corp.		12,910
	126		Energy Transfer Equity LP		5,674
	283		Exxon Mobil Corp.		23,006
	257		NuStar GP Holdings LLC		9,237
	532		Teekay Corp., (Canada)		16,431
	135		Williams Cos., Inc. (The)		4,075

			Total Energy		103,918

			Financials — 30.7%
			Capital Markets — 3.5%
	171		Ameriprise Financial, Inc.		9,834
	343		Charles Schwab Corp. (The)		5,636
	39		Goldman Sachs Group, Inc. (The)		5,204
	285		Invesco Ltd.		6,669
	123		W.P. Carey & Co. LLC		4,974

					32,317

			Commercial Banks — 6.6%
	104		M&T Bank Corp.		9,103
	238		SunTrust Banks, Inc.		6,143
	438		U.S. Bancorp		11,171
	1,232		Wells Fargo & Co.		34,570

					60,987

			Consumer Finance — 1.1%
	195		Capital One Financial Corp.		10,071

			Diversified Financial Services — 1.3%
	293		Citigroup, Inc.		12,215

			Insurance — 12.0%
	105		American International Group, Inc. (a)		3,067
	119		AON Corp.		6,125
	—	(h)	Berkshire Hathaway, Inc., Class A (a)		7,663
	61		Cincinnati Financial Corp.		1,792
	280		Fortegra Financial Corp. (a)		2,192
	450		Genworth Financial, Inc., Class A (a)		4,625
	696		Loews Corp.		29,282
	185		MetLife, Inc.		8,103

SEE NOTES TO FINANCIAL STATEMENTS.



48	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Insurance — Continued
	283	Old Republic International Corp.		3,325
	166	OneBeacon Insurance Group Ltd., Class A		2,225
	114	ProAssurance Corp. (a)		8,001
	154	Prudential Financial, Inc.		9,761
	249	Transatlantic Holdings, Inc.		12,194
	354	W.R. Berkley Corp.		11,490

				109,845

		Real Estate Investment Trusts (REITs) — 4.3%
	208	Agree Realty Corp.		4,640
	439	Annaly Capital Management, Inc.		7,923
	544	Cousins Properties, Inc.		4,645
	545	CreXus Investment Corp.		6,058
	412	Excel Trust, Inc.		4,544
	164	Getty Realty Corp.		4,128
	79	National Health Investors, Inc.		3,489
	81	Regency Centers Corp.		3,562

				38,989

		Real Estate Management & Development — 1.0%
	287	Brookfield Asset Management, Inc., (Canada), Class A		9,503

		Thrifts & Mortgage Finance — 0.9%
	138	Capitol Federal Financial, Inc.		1,626
	476	People’s United Financial, Inc.		6,403

				8,029

		Total Financials		281,956

		Health Care — 10.6%
		Health Care Equipment & Supplies — 0.5%
	53	Becton, Dickinson & Co.		4,567

		Health Care Providers & Services — 3.7%
	242	AmerisourceBergen Corp.		10,031
	60	Humana, Inc.		4,792
	291	Lincare Holdings, Inc.		8,528
	211	National Healthcare Corp.		10,460

				33,811

		Pharmaceuticals — 6.4%
	324	Bristol-Myers Squibb Co.		9,389
	312	Johnson & Johnson		20,721
	394	Merck & Co., Inc.		13,897
	711	Pfizer, Inc.		14,651

				58,658

		Total Health Care		97,036


SHARES		SECURITY DESCRIPTION	VALUE($)


		Industrials — 3.9%
		Commercial Services & Supplies — 0.6%
	170	Republic Services, Inc.		5,248

		Industrial Conglomerates — 1.2%
	226	Carlisle Cos., Inc.		11,101

		Machinery — 1.2%
	200	Illinois Tool Works, Inc.		11,304

		Professional Services — 0.5%
	143	Equifax, Inc.		4,968

		Trading Companies & Distributors — 0.4%
	90	GATX Corp.		3,322

		Total Industrials		35,943

		Information Technology — 2.7%
		Communications Equipment — 0.5%
	79	QUALCOMM, Inc.		4,492

		Electronic Equipment, Instruments & Components — 1.0%
	245	TE Connectivity Ltd., (Switzerland)		9,010

		Software — 1.2%
	417	Microsoft Corp.		10,850

		Total Information Technology		24,352

		Materials — 3.5%
		Chemicals — 1.7%
	137	Albemarle Corp.		9,460
	77	Sherwin-Williams Co. (The)		6,449

				15,909

		Construction Materials — 0.3%
	33	Martin Marietta Materials, Inc.		2,599

		Containers & Packaging — 0.9%
	129	Rock-Tenn Co., Class A		8,525

		Paper & Forest Products — 0.6%
	159	MeadWestvaco Corp.		5,283

		Total Materials		32,316

		Telecommunication Services — 4.8%
		Diversified Telecommunication Services — 3.7%
	773	AT&T, Inc.		24,267
	232	CenturyLink, Inc.		9,384

				33,651

		Wireless Telecommunication Services — 1.1%
	183	Telephone & Data Systems, Inc.		4,916
	213	Vodafone Group plc, (United Kingdom), ADR		5,702

				10,618

		Total Telecommunication Services		44,269

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	49

JPMorgan Value Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)

	Common Stocks — Continued
		Utilities — 7.4%
		Electric Utilities — 3.8%
	159	NextEra Energy, Inc.		9,125
	158	Northeast Utilities		5,557
	156	Progress Energy, Inc.		7,504
	317	Southern Co.		12,800

				34,986

		Gas Utilities — 1.9%
	237	Oneok, Inc.		17,503

		Multi-Utilities — 1.7%
	160	PG&E Corp.		6,717
	171	Sempra Energy		9,037

				15,754

		Total Utilities		68,243

		Total Common Stocks (Cost $741,286)		883,015


SHARES		SECURITY DESCRIPTION	VALUE($)

	Investment Company — 1.0%
	503	Cohen & Steers Infrastructure Fund, Inc. (Cost $7,825)		8,946

	Short-Term Investment — 3.5%
		Investment Company — 3.5%
	32,245	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.050% (b) (l) (m) (Cost $32,245)		32,245

		Total Investments — 100.6% (Cost $781,356)		924,206
		Liabilities in Excess of Other Assets — (0.6)%		(5,365	)

		NET ASSETS — 100.0%	$	918,841

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



50	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF JUNE 30, 2011


ADR		— American Depositary Receipt

(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.
(g)		— Amount rounds to less than 0.1%.
(h)		— Amount rounds to less than one thousand (shares or dollars).


(j)		— All or a portion of these securities are segregated for short sales.
(l)		— The rate shown is the current yield as of June 30, 2011.
(m)		— All or a portion of this security is reserved and/or pledged with the custodian for current or potential holdings of futures, swaps, options, TBAs, when-issued securities, delayed delivery securities, reverse repurchase agreements, and forward foreign currency contracts.

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	51

STATEMENTS OF ASSETS AND LIABILITIES

AS OF JUNE 30, 2011

(Amounts in thousands, except per share amounts)


	Growth Advantage Fund		Mid Cap Core Fund			Mid Cap Equity Fund			Mid Cap Growth Fund
ASSETS:
Investments in non-affiliates, at value	$	1,210,710	$	88,184		$	552,112		$	1,656,611
Investments in affiliates, at value		45,337		3,576			35,970			107,483

Total investment securities, at value		1,256,047		91,760			588,082			1,764,094
Cash		2		—			—			—
Deposits at broker for futures contracts		—		—			—			1,620
Receivables:
Investment securities sold		10,609		—			1,855			85,852
Fund shares sold		1,413		6,625			1,936			2,429
Interest and dividends		525		46			466			858
Securities lending income		39		—			12			78
Variation margin on futures contracts		—		—			—			173
Due from Advisor		—		20			—			—
Due from Administrator		—		—	(a)		—			—

Total Assets		1,268,635		98,451			592,351			1,855,104


LIABILITIES:
Payables:
Due to custodian		—		—			—			35
Dividends		—		—			386			—
Investment securities purchased		4,595		6,520			1,204			2,010
Collateral for securities lending program		39,434		—			17,693			70,726
Fund shares redeemed		7,294		21			391			4,424
Accrued liabilities:
Investment advisory fees		619		—			174			911
Administration fees		83		—			1			115
Shareholder servicing fees		199		16			—	(a)		246
Distribution fees		50		—	(a)		1			167
Custodian and accounting fees		31		24			19			28
Trustees’ and Chief Compliance Officer’s fees		1		—	(a)		2			6
Other		173		88			261			683

Total Liabilities		52,479		6,669			20,132			79,351

Net Assets	$	1,216,156	$	91,782		$	572,219		$	1,775,753

SEE NOTES TO FINANCIAL STATEMENTS.



52	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Growth Advantage Fund			Mid Cap Core Fund			Mid Cap Equity Fund			Mid Cap Growth Fund
NET ASSETS:
Paid in capital	$	1,027,123		$	91,262		$	466,429		$	1,325,089
Accumulated undistributed (distributions in excess of) net investment income		(37	)		44			(220	)		(122	)
Accumulated net realized gains (losses)		(54,390	)		78			(21,500	)		22,057
Net unrealized appreciation (depreciation)		243,460			398			127,510			428,729

Total Net Assets	$	1,216,156		$	91,782		$	572,219		$	1,775,753


Net Assets:
Class A	$	176,492		$	276		$	2,918		$	696,334
Class B		3,157			—			—			18,648
Class C		20,676			99			447			29,187
Class R2		—			57			—			121
Class R5		179,677			57			—			—
Class R6		—			53			—			—
Select Class		836,154			91,240			568,854			1,031,463

Total	$	1,216,156		$	91,782		$	572,219		$	1,775,753


Outstanding units of beneficial interest (shares)
($0.0001 par value; unlimited number of shares authorized):
Class A		19,026			16			93			29,882
Class B		367			—			—			1,020
Class C		2,400			6			14			1,398
Class R2		—			3			—			5
Class R5		19,031			3			—			—
Class R6		—			3			—			—
Select Class		89,009			5,300			18,140			41,304

Net Asset Value:
Class A — Redemption price per share	$	9.28		$	17.19		$	31.29		$	23.30
Class B — Offering price per share (b)		8.61			—			—			18.29
Class C — Offering price per share (b)		8.61			17.15			31.16			20.88
Class R2 — Offering and redemption price per share		—			17.17			—			24.73
Class R5 — Offering and redemption price per share		9.44			17.23			—			—
Class R6 — Offering and redemption price per share		—			17.24			—			—
Select Class — Offering and redemption price per share		9.39			17.22			31.36			24.97
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)]	$	9.79		$	18.14		$	33.02		$	24.59


Cost of investments in non-affiliates	$	967,250		$	87,786		$	424,602		$	1,228,055
Cost of investments in affiliates		45,337			3,576			35,970			107,483
Value of securities on loan		38,658			—			17,421			70,219

(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.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	53

STATEMENTS OF ASSETS AND LIABILITIES

AS OF JUNE 30, 2011 (continued)

(Amounts in thousands, except per share amounts)


	Mid Cap Value Fund		Multi-Cap Market Neutral Fund		Value Advantage Fund
ASSETS:
Investments in non-affiliates, at value	$	6,580,283	$	532,011	$	891,961
Investments in affiliates, at value		219,931		36,094		32,245

Total investment securities, at value		6,800,214		568,105		924,206
Cash		1		—		—
Deposits at broker for securities sold short		—		569,315		—
Receivables:
Investment securities sold		26,539		43,165		—
Fund shares sold		18,101		8,215		1,946
Interest and dividends		7,985		419		1,783
Securities lending income		22		—		—

Total Assets		6,852,862		1,189,219		927,935


LIABILITIES:
Payables:
Due to custodian		—		3,975		—
Securities sold short, at value		—		532,696		—
Dividends for securities sold short		—		429		—
Investment securities purchased		21,524		43,430		—
Interest expense for securities sold short		—		88		—
Collateral for securities lending program		36,367		—		—
Fund shares redeemed		12,852		61,382		8,410
Accrued liabilities:
Investment advisory fees		2,853		515		363
Administration fees		28		34		—	(a)
Shareholder servicing fees		777		5		128
Distribution fees		691		35		128
Custodian and accounting fees		130		15		19
Trustees’ and Chief Compliance Officer’s fees		3		5		3
Other		1,803		163		43

Total Liabilities		77,028		642,772		9,094

Net Assets	$	6,775,834	$	546,447	$	918,841

SEE NOTES TO FINANCIAL STATEMENTS.



54	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Mid Cap Value Fund			Multi-Cap Market Neutral Fund			Value Advantage Fund
NET ASSETS:
Paid in capital	$	5,539,610		$	587,781		$	832,160
Accumulated undistributed (distributions in excess of) net investment income		60,033			(37	)		5,361
Accumulated net realized gains (losses)		(391,073	)		(119,327	)		(61,530	)
Net unrealized appreciation (depreciation)		1,567,264			78,030			142,850

Total Net Assets	$	6,775,834		$	546,447		$	918,841


Net Assets:
Class A	$	1,979,270		$	29,216		$	232,103
Class B		90,427			3,484			—
Class C		373,415			22,094			131,743
Class R2		6,500			—			—
Institutional Class		2,812,296			—			284,433
Select Class		1,513,926			491,653			270,562

Total	$	6,775,834		$	546,447		$	918,841


Outstanding units of beneficial interest (shares)
($0.0001 par value; unlimited number of shares authorized):
Class A		79,947			2,979			12,171
Class B		3,752			368			—
Class C		15,476			2,331			6,929
Class R2		268			—			—
Institutional Class		111,653			—			14,882
Select Class		60,625			49,605			14,154

Net Asset Value:
Class A — Redemption price per share	$	24.76		$	9.81		$	19.07
Class B — Offering price per share (b)		24.10			9.47			—
Class C — Offering price per share (b)		24.13			9.48			19.01
Class R2 — Offering and redemption price per share		24.27			—			—
Institutional Class — Offering and redemption price per share		25.19			—			19.11
Select Class — Offering and redemption price per share		24.97			9.91			19.12
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)]	$	26.13		$	10.35		$	20.13


Cost of investments in non-affiliates	$	5,013,019		$	443,125		$	749,111
Cost of investments in affiliates		219,931			36,094			32,245
Value of securities on loan		35,750			—			—
Proceeds from securities sold short		—			521,840			—

(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.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	55

STATEMENTS OF OPERATIONS

FOR THE PERIOD ENDED JUNE 30, 2011

(Amounts in thousands)


	Growth Advantage Fund			Mid Cap Core Fund (b)			Mid Cap Equity Fund			Mid Cap Growth Fund
INVESTMENT INCOME:
Dividend income from non-affiliates	$	7,161		$	152		$	6,125		$	12,214
Interest income from non-affiliates		—	(a)		—	(a)		—			—
Dividend income from affiliates		21			1			16			34
Income from securities lending (net)		250			—			86			400
Other income		9			—			5			95

Total investment income		7,441			153			6,232			12,743


EXPENSES:
Investment advisory fees		6,085			71			2,905			10,402
Administration fees		841			10			401			1,439
Distribution fees:
Class A		367			—	(a)		6			1,624
Class B		24			—			—			157
Class C		133			—	(a)		2			203
Class R2		—			—	(a)		—			—	(a)
Shareholder servicing fees:
Class A		367			—	(a)		6			1,624
Class B		8			—			—			52
Class C		44			—	(a)		1			68
Class R2		—			—	(a)		—			—	(a)
Class R5		64			—	(a)		—			—
Select Class		1,599			27			1,111			2,257
Custodian and accounting fees		65			28			33			69
Interest expense to affiliates		1			—			—	(a)		—
Professional fees		52			97			47			47
Trustees’ and Chief Compliance Officer’s fees		11			—	(a)		5			27
Printing and mailing costs		60			35			76			139
Registration and filing fees		88			107			92			167
Transfer agent fees		316			11			986			1,381
Other		100			7			15			30

Total expenses		10,225			393			5,686			19,686

Less amounts waived		(133	)		(81	)		(1,683	)		(2,430	)
Less earnings credits		—	(a)		—	(a)		—	(a)		—	(a)
Less expense reimbursements		—			(203	)		—			—

Net expenses		10,092			109			4,003			17,256

Net investment income (loss)		(2,651	)		44			2,229			(4,513	)


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments in non-affiliates		80,245			74			27,793			267,778
Futures		—			4			—			—

Net realized gain (loss)		80,245			78			27,793			267,778

Change in net unrealized appreciation (depreciation) of:
Investments in non-affiliates		181,810			398			96,239			276,061
Futures		—			—			—			173

Change in net unrealized appreciation (depreciation)		181,810			398			96,239			276,234

Net realized/unrealized gains (losses)		262,055			476			124,032			544,012

Change in net assets resulting from operations	$	259,404		$	520		$	126,261		$	539,499

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

(b)	Commencement of operations was November 30, 2010.

SEE NOTES TO FINANCIAL STATEMENTS.



56	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Mid Cap Value Fund			Multi-Cap Market Neutral Fund			Value Advantage Fund
INVESTMENT INCOME:
Dividend income from non-affiliates	$	124,279		$	7,259		$	18,731
Interest income from non-affiliates		—			12			—
Dividend income from affiliates		183			55			33
Income from securities lending (net)		372			—			—
Other income		34			—			—

Total investment income		124,868			7,326			18,764


EXPENSES:
Investment advisory fees		39,810			7,184			4,828
Administration fees		5,508			518			667
Distribution fees:
Class A		4,842			227			510
Class B		741			43			—
Class C		2,636			227			937
Class R2		20			—			—
Shareholder servicing fees:
Class A		4,842			227			510
Class B		247			14			—
Class C		879			76			312
Class R2		10			—			—
Institutional Class		2,414			—			235
Select Class		3,298			1,120			446
Custodian and accounting fees		286			48			45
Professional fees		123			56			52
Trustees’ and Chief Compliance Officer’s fees		66			3			8
Printing and mailing costs		847			72			45
Registration and filing fees		250			61			121
Transfer agent fees		7,710			397			458
Other		195			14			19
Dividend expense on securities sold short		—			7,789			—
Interest expense to non-affiliates on securities sold short		—			449			—

Total expenses		74,724			18,525			9,193

Less amounts waived		(11,938	)		(2,585	)		(968	)
Less earnings credits		—	(a)		—	(a)		—	(a)

Net expenses		62,786			15,940			8,225

Net investment income (loss)		62,082			(8,614	)		10,539


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments in non-affiliates		261,763			113,791			43,953
Securities sold short		—			(101,730	)		—
Payment by affiliate (See Note 3)		31			—			—

Net realized gain (loss)		261,794			12,061			43,953

Change in net unrealized appreciation (depreciation) of:
Investments in non-affiliates		1,311,629			72,852			101,318
Securities sold short		—			(69,423	)		—

Change in net unrealized appreciation (depreciation)		1,311,629			3,429			101,318

Net realized/unrealized gains (losses)		1,573,423			15,490			145,271

Change in net assets resulting from operations	$	1,635,505		$	6,876		$	155,810

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	57

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED

(Amounts in thousands)


	Growth Advantage Fund						Mid Cap Core Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Period Ended 6/30/2011 (a)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	(2,651	)	$	(1,459	)	$	44
Net realized gain (loss)		80,245			52,894			78
Change in net unrealized appreciation (depreciation)		181,810			38,819			398

Change in net assets resulting from operations		259,404			90,254			520


DISTRIBUTIONS TO SHAREHOLDERS:
Class A
From net investment income		—			—			—	(b)
Class R5
From net investment income		—			—			—	(b)
Select Class
From net investment income		—			—			(1	)

Total distributions to shareholders		—			—			(1	)


CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		157,627			136,769			91,263


NET ASSETS:
Change in net assets		417,031			227,023			91,782
Beginning of period		799,125			572,102			—

End of period	$	1,216,156		$	799,125		$	91,782

Accumulated undistributed (distributions in excess of) net investment income	$	(37	)	$	(13	)	$	44

(a)	Commencement of operations was November 30, 2010.

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

SEE NOTES TO FINANCIAL STATEMENTS.



58	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Mid Cap Equity Fund						Mid Cap Growth Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Year Ended 6/30/2011			Year Ended 6/30/2010
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	2,229		$	1,933		$	(4,513	)	$	(5,412	)
Net realized gain (loss)		27,793			9,383			267,778			107,222
Change in net unrealized appreciation (depreciation)		96,239			26,548			276,234			131,041

Change in net assets resulting from operations		126,261			37,864			539,499			232,851


DISTRIBUTIONS TO SHAREHOLDERS:
Class A
From net investment income		(5	)		(1	)		—			—
Class C
From net investment income		—	(a)		—	(a)		—			—
Select Class
From net investment income		(1,984	)		(1,929	)		—			—

Total distributions to shareholders		(1,989	)		(1,930	)		—			—


CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		(16,990	)		233,218			(53,988	)		(149,860	)


NET ASSETS:
Change in net assets		107,282			269,152			485,511			82,991
Beginning of period		464,937			195,785			1,290,242			1,207,251

End of period	$	572,219		$	464,937		$	1,775,753		$	1,290,242

Accumulated undistributed (distributions in excess of) net investment income	$	(220	)	$	(190	)	$	(122	)	$	(82	)

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

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	59

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Mid Cap Value Fund						Multi-Cap Market Neutral Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Year Ended 6/30/2011			Year Ended 6/30/2010
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	62,082		$	62,503		$	(8,614	)	$	(9,582	)
Net realized gain (loss)		261,794			23,325			12,061			43,479
Change in net unrealized appreciation (depreciation)		1,311,629			936,527			3,429			(63,292	)

Change in net assets resulting from operations		1,635,505			1,022,355			6,876			(29,395	)


DISTRIBUTIONS TO SHAREHOLDERS:
Class A
From net investment income		(15,422	)		—			—			—
Class B
From net investment income		(167	)		—			—			—
Class C
From net investment income		(1,171	)		—			—			—
Class R2
From net investment income		(36	)		—			—			—
Institutional Class
From net investment income		(29,944	)		(1,669	)		—			—
Select Class
From net investment income		(13,423	)		(279	)		—			—

Total distributions to shareholders		(60,163	)		(1,948	)		—			—


CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		111,762			(131,054	)		(35,976	)		(65,653	)


NET ASSETS:
Change in net assets		1,687,104			889,353			(29,100	)		(95,048	)
Beginning of period		5,088,730			4,199,377			575,547			670,595

End of period	$	6,775,834		$	5,088,730		$	546,447		$	575,547

Accumulated undistributed (distributions in excess of) net investment income	$	60,033		$	59,967		$	(37	)	$	(37	)

SEE NOTES TO FINANCIAL STATEMENTS.



60	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Value Advantage Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	10,539		$	6,916
Net realized gain (loss)		43,953			(10,567	)
Change in net unrealized appreciation (depreciation)		101,318			96,114

Change in net assets resulting from operations		155,810			92,463


DISTRIBUTIONS TO SHAREHOLDERS:
Class A
From net investment income		(1,878	)		(1,905	)
Class C
From net investment income		(513	)		(889	)
Institutional Class
From net investment income		(3,215	)		(1,840	)
Select Class
From net investment income		(2,578	)		(995	)

Total distributions to shareholders		(8,184	)		(5,629	)


CAPITAL TRANSACTIONS:
Change in net assets from capital transactions		285,229			66,865


NET ASSETS:
Change in net assets		432,855			153,699
Beginning of period		485,986			332,287

End of period	$	918,841		$	485,986

Accumulated undistributed (distributions in excess of) net investment income	$	5,361		$	2,634

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	61

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Growth Advantage Fund						Mid Cap Core Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Period Ended 6/30/2011 (a)
CAPITAL TRANSACTIONS:
Class A
Proceeds from shares issued	$	92,600		$	55,364		$	296
Dividends and distributions reinvested		—			—			—	(b)
Cost of shares redeemed		(59,032	)		(36,207	)		(33	)

Change in net assets from Class A capital transactions	$	33,568		$	19,157		$	263

Class B
Proceeds from shares issued		267			520			—
Cost of shares redeemed		(1,177	)		(1,277	)		—

Change in net assets from Class B capital transactions	$	(910	)	$	(757	)	$	—

Class C
Proceeds from shares issued		11,077			5,617			100
Cost of shares redeemed		(7,860	)		(3,392	)		(9	)

Change in net assets from Class C capital transactions	$	3,217		$	2,225		$	91

Class R2
Proceeds from shares issued		—			—			50
Cost of shares redeemed		—			—			—	(b)

Change in net assets from Class R2 capital transactions	$	—		$	—		$	50

Class R5
Proceeds from shares issued		67,907			27,290			50
Dividends and distributions reinvested		—			—			—	(b)
Cost of shares redeemed		(762	)		(3,562	)		—

Change in net assets from Class R5 capital transactions	$	67,145		$	23,728		$	50

Class R6 (c)
Proceeds from shares issued		—			—			50
Cost of shares redeemed		—			—			—	(b)

Change in net assets from Class R6 capital transactions	$	—		$	—		$	50

Select Class
Proceeds from shares issued		418,656			324,548			94,382
Dividends and distributions reinvested		—			—			1
Cost of shares redeemed		(364,049	)		(232,132	)		(3,624	)

Change in net assets from Select Class capital transactions	$	54,607		$	92,416		$	90,759

Total change in net assets from capital transactions	$	157,627		$	136,769		$	91,263

SEE NOTES TO FINANCIAL STATEMENTS.



62	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Growth Advantage Fund						Mid Cap Core Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Period Ended 6/30/2011 (a)
SHARE TRANSACTIONS:
Class A
Issued		10,834			7,959			18
Reinvested		—			—			—	(b)
Redeemed		(6,865	)		(5,122	)		(2	)

Change in Class A Shares		3,969			2,837			16

Class B
Issued		32			83			—
Redeemed		(152	)		(196	)		—

Change in Class B Shares		(120	)		(113	)		—

Class C
Issued		1,351			868			6
Redeemed		(981	)		(524	)		—	(b)

Change in Class C Shares		370			344			6

Class R2
Issued		—			—			3
Redeemed		—			—			—	(b)

Change in Class R2 Shares		—			—			3

Class R5
Issued		7,917			3,874			3
Reinvested		—			—			—	(b)
Redeemed		(85	)		(480	)		—

Change in Class R5 Shares		7,832			3,394			3

Class R6 (c)
Issued		—			—			3
Redeemed		—			—			—	(b)

Change in Class R6 Shares		—			—			3

Select Class
Issued		46,982			46,815			5,510
Reinvested		—			—			—	(b)
Redeemed		(46,450	)		(32,808	)		(210	)

Change in Select Class Shares		532			14,007			5,300

(a)	Commencement of operations was November 30, 2010.

(b)	Amount rounds to less than 1,000 (shares or dollars).

(c)	Commencement of offering of class of shares effective January 31, 2011 for Mid Cap Core Fund.

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	63

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Mid Cap Equity Fund						Mid Cap Growth Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Year Ended 6/30/2011			Year Ended 6/30/2010
CAPITAL TRANSACTIONS:
Class A
Proceeds from shares issued	$	2,423		$	1,597		$	75,693		$	103,096
Dividends and distributions reinvested		5			1			—			—
Cost of shares redeemed		(1,487	)		(95	)		(160,643	)		(167,798	)

Change in net assets from Class A capital transactions	$	941		$	1,503		$	(84,950	)	$	(64,702	)

Class B
Proceeds from shares issued	$	—		$	—		$	693		$	1,165
Cost of shares redeemed		—			—			(10,361	)		(16,165	)

Change in net assets from Class B capital transactions	$	—		$	—		$	(9,668	)	$	(15,000	)

Class C
Proceeds from shares issued	$	443		$	66		$	3,672		$	2,193
Dividends and distributions reinvested		—	(a)		—	(a)		—			—
Cost of shares redeemed		(113	)		(3	)		(6,894	)		(9,337	)

Change in net assets from Class C capital transactions	$	330		$	63		$	(3,222	)	$	(7,144	)

Class R2
Proceeds from shares issued	$	—		$	—		$	31		$	—	(a)
Cost of shares redeemed		—			—			—	(a)		(32	)

Change in net assets from Class R2 capital transactions	$	—		$	—		$	31		$	(32	)

Select Class
Proceeds from shares issued	$	269,128		$	316,115		$	247,747		$	155,494
Dividends and distributions reinvested		447			305			—			—
Cost of shares redeemed		(287,836	)		(84,768	)		(203,926	)		(218,476	)

Change in net assets from Select Class capital transactions	$	(18,261	)	$	231,652		$	43,821		$	(62,982	)

Total change in net assets from capital transactions	$	(16,990	)	$	233,218		$	(53,988	)	$	(149,860	)

SEE NOTES TO FINANCIAL STATEMENTS.



64	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Mid Cap Equity Fund						Mid Cap Growth Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Year Ended 6/30/2011			Year Ended 6/30/2010
SHARE TRANSACTIONS:
Class A
Issued		84			65			3,594			6,323
Reinvested		—	(a)		—	(a)		—			—
Redeemed		(52	)		(4	)		(7,968	)		(10,091	)

Change in Class A Shares		32			61			(4,374	)		(3,768	)

Class B
Issued		—			—			41			93
Reinvested		—			—			—			—
Redeemed		—			—			(641	)		(1,235	)

Change in Class B Shares		—			—			(600	)		(1,142	)

Class C
Issued		15			3			189			146
Reinvested		—	(a)		—	(a)		—			—
Redeemed		(4	)		—	(a)		(379	)		(627	)

Change in Class C Shares		11			3			(190	)		(481	)

Class R2
Issued		—			—			1			—	(a)
Redeemed		—			—			—	(a)		(2	)

Change in Class R2 Shares		—			—			1			(2	)

Select Class
Issued		9,351			13,451			11,401			8,781
Reinvested		15			13			—			—
Redeemed		(11,406	)		(3,604	)		(9,364	)		(12,859	)

Change in Select Class Shares		(2,040	)		9,860			2,037			(4,078	)

(a)	Amount rounds to less than 1,000 (shares or dollars).

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	65

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Mid Cap Value Fund						Multi-Cap Market Neutral Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Year Ended 6/30/2011			Year Ended 6/30/2010
CAPITAL TRANSACTIONS:
Class A
Proceeds from shares issued	$	373,327		$	286,766		$	34,632		$	64,504
Dividends and distributions reinvested		14,615			—			—			—
Cost of shares redeemed		(621,660	)		(562,984	)		(100,820	)		(33,398	)

Change in net assets from Class A capital transactions	$	(233,718	)	$	(276,218	)	$	(66,188	)	$	31,106

Class B
Proceeds from shares issued	$	626		$	1,155		$	22		$	84
Dividends and distributions reinvested		148			—			—			—
Cost of shares redeemed		(34,335	)		(37,583	)		(4,375	)		(4,436	)

Change in net assets from Class B capital transactions	$	(33,561	)	$	(36,428	)	$	(4,353	)	$	(4,352	)

Class C
Proceeds from shares issued	$	37,081		$	24,188		$	1,079		$	4,139
Dividends and distributions reinvested		873			—			—			—
Cost of shares redeemed		(65,800	)		(83,767	)		(18,536	)		(23,169	)

Change in net assets from Class C capital transactions	$	(27,846	)	$	(59,579	)	$	(17,457	)	$	(19,030	)

Class R2
Proceeds from shares issued	$	5,542		$	2,331		$	—		$	—
Dividends and distributions reinvested		28			—			—			—
Cost of shares redeemed		(1,307	)		(1,209	)		—			—

Change in net assets from Class R2 capital transactions	$	4,263		$	1,122		$	—		$	—

Institutional Class
Proceeds from shares issued	$	789,825		$	527,453		$	—		$	—
Dividends and distributions reinvested		22,919			1,318			—			—
Cost of shares redeemed		(526,461	)		(435,724	)		—			—
Redemptions in-kind (See Note 9)		—			47,173			—			—

Change in net assets from Institutional Class capital transactions	$	286,283		$	140,220		$	—		$	—

Select Class
Proceeds from shares issued	$	449,654		$	468,382		$	155,618		$	153,988
Dividends and distributions reinvested		9,285			167			—			—
Cost of shares redeemed		(342,598	)		(368,720	)		(103,596	)		(227,365	)

Change in net assets from Select Class capital transactions	$	116,341		$	99,829		$	52,022		$	(73,377	)

Total change in net assets from capital transactions	$	111,762		$	(131,054	)	$	(35,976	)	$	(65,653	)

SEE NOTES TO FINANCIAL STATEMENTS.



66	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Mid Cap Value Fund						Multi-Cap Market Neutral Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010			Year Ended 6/30/2011			Year Ended 6/30/2010
SHARE TRANSACTIONS:
Class A
Issued		16,395			15,310			3,576			6,429
Reinvested		636			—			—			—
Redeemed		(27,300	)		(30,094	)		(10,335	)		(3,339	)

Change in Class A Shares		(10,269	)		(14,784	)		(6,759	)		3,090

Class B
Issued		29			66			2			8
Reinvested		7			—			—			—
Redeemed		(1,559	)		(2,050	)		(465	)		(453	)

Change in Class B Shares		(1,523	)		(1,984	)		(463	)		(445	)

Class C
Issued		1,660			1,313			115			423
Reinvested		39			—	(a)		—			—
Redeemed		(3,011	)		(4,607	)		(1,973	)		(2,368	)

Change in Class C Shares		(1,312	)		(3,294	)		(1,858	)		(1,945	)

Class R2
Issued		245			121			—			—
Reinvested		1			—			—			—
Redeemed		(55	)		(64	)		—			—

Change in Class R2 Shares		191			57			—			—

Institutional Class
Issued		34,031			27,515			—			—
Reinvested		983			69			—			—
Redeemed		(22,926	)		(22,644	)		—			—
Redemptions in-kind (See Note 9)		—			2,355			—			—

Change in Institutional Class Shares		12,088			7,295			—			—

Select Class
Issued		19,629			25,058			15,949			15,269
Reinvested		401			9			—			—
Redeemed		(15,059	)		(19,421	)		(10,636	)		(22,446	)

Change in Select Class Shares		4,971			5,646			5,313			(7,177	)

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

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	67

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Value Advantage Fund
	Year Ended 6/30/2011			Year Ended 6/30/2010
CAPITAL TRANSACTIONS:
Class A
Proceeds from shares issued	$	119,805		$	72,764
Dividends and distributions reinvested		1,727			1,731
Cost of shares redeemed		(81,151	)		(67,947	)

Change in net assets from Class A capital transactions	$	40,381		$	6,548

Class C
Proceeds from shares issued	$	22,682		$	17,785
Dividends and distributions reinvested		413			717
Cost of shares redeemed		(26,534	)		(33,293	)

Change in net assets from Class C capital transactions	$	(3,439	)	$	(14,791	)

Institutional Class
Proceeds from shares issued	$	138,756		$	76,158
Dividends and distributions reinvested		2,906			1,753
Cost of shares redeemed		(20,173	)		(9,427	)
Redemptions in-kind (See Note 9)		(41,498	)		—

Change in net assets from Institutional Class capital transactions	$	79,991		$	68,484

Select Class
Proceeds from shares issued	$	196,760		$	28,225
Dividends and distributions reinvested		1,855			411
Cost of shares redeemed		(30,319	)		(22,012	)

Change in net assets from Select Class capital transactions	$	168,296		$	6,624

Total change in net assets from capital transactions	$	285,229		$	66,865

SHARE TRANSACTIONS:
Class A
Issued		6,732			4,748
Reinvested		96			114
Redeemed		(4,517	)		(4,392	)

Change in Class A Shares		2,311			470

Class C
Issued		1,279			1,153
Reinvested		23			47
Redeemed		(1,501	)		(2,236	)

Change in Class C Shares		(199	)		(1,036	)

Institutional Class
Issued		7,736			4,877
Reinvested		162			115
Redeemed		(1,098	)		(619	)
Redemptions in-kind (See Note 9)		(2,189	)		—

Change in Institutional Class Shares		4,611			4,373

Select Class
Issued		11,074			1,827
Reinvested		103			27
Redeemed		(1,687	)		(1,427	)

Change in Select Class Shares		9,490			427

SEE NOTES TO FINANCIAL STATEMENTS.



68	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

THIS PAGE IS INTENTIONALLY LEFT BLANK



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	69

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED


			Per share operating performance
			Investment operations
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations
Growth Advantage Fund
Class A
Year Ended June 30, 2011	$	6.76	$	(0.04	)(e)	$	2.56		$	2.52
Year Ended June 30, 2010		5.88		(0.03	)(e)		0.91			0.88
Year Ended June 30, 2009		8.14		(0.03	)(e)		(2.23	)		(2.26	)
Year Ended June 30, 2008		8.18		(0.05	)(e)		0.01			(0.04	)
Year Ended June 30, 2007		6.63		(0.05	)(e)		1.60			1.55

Class B
Year Ended June 30, 2011		6.31		(0.07	)(e)		2.37			2.30
Year Ended June 30, 2010		5.51		(0.06	)(e)		0.86			0.80
Year Ended June 30, 2009		7.67		(0.06	)(e)		(2.10	)		(2.16	)
Year Ended June 30, 2008		7.76		(0.09	)(e)		—	(g)		(0.09	)
Year Ended June 30, 2007		6.33		(0.10	)(e)		1.53			1.43

Class C
Year Ended June 30, 2011		6.31		(0.08	)(e)		2.38			2.30
Year Ended June 30, 2010		5.52		(0.06	)(e)		0.85			0.79
Year Ended June 30, 2009		7.68		(0.06	)(e)		(2.10	)		(2.16	)
Year Ended June 30, 2008		7.76		(0.09	)(e)		0.01			(0.08	)
Year Ended June 30, 2007		6.34		(0.11	)(e)		1.53			1.42

Class R5
Year Ended June 30, 2011		6.86		—	(e)(g)		2.58			2.58
Year Ended June 30, 2010		5.93		—	(e)(g)		0.93			0.93
January 8, 2009 (h) through June 30, 2009		5.37		—	(e)(g)		0.56			0.56

Select Class
Year Ended June 30, 2011		6.83		(0.02	)(e)		2.58			2.56
Year Ended June 30, 2010		5.93		(0.01	)(e)		0.91			0.90
Year Ended June 30, 2009		8.18		(0.01	)(e)		(2.24	)		(2.25	)
Year Ended June 30, 2008		8.20		(0.03	)(e)		0.01			(0.02	)
Year Ended June 30, 2007		6.64		(0.04	)(e)		1.60			1.56

(a)	Annualized for periods less than one year.

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

(c)

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.

(d)	Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable or unless otherwise noted.

(e)	Calculated based upon average shares outstanding.

(f)	Includes interest expense of 0.01%.

(g)	Amount rounds to less than $0.01.

(h)	Commencement of offering of class of shares.

SEE NOTES TO FINANCIAL STATEMENTS.



70	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


		Ratios/Supplemental data
							Ratios to average net assets (a)
Net asset value, end of period		Total return (excludes sales charge) (b)(c)			Net assets, end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$	9.28		37.28	%	$	176,492		1.25	%		(0.45	)%		1.31	%		96	%
	6.76		14.97			101,814		1.31			(0.41	)		1.31			102
	5.88		(27.76	)		71,841		1.35			(0.48	)		1.42			119
	8.14		(0.49	)		70,546		1.34			(0.58	)		1.47			118
	8.18		23.38			49,782		1.36	(f)		(0.71	)		1.66			159


	8.61		36.45			3,157		1.75			(0.94	)		1.81			96
	6.31		14.52			3,070		1.81			(0.91	)		1.81			102
	5.51		(28.16	)		3,304		1.87			(1.02	)		1.92			119
	7.67		(1.16	)		4,340		1.91			(1.16	)		1.94			118
	7.76		22.59			1,501		2.06	(f)		(1.43	)		2.17			159


	8.61		36.45			20,676		1.75			(0.95	)		1.81			96
	6.31		14.31			12,811		1.81			(0.91	)		1.81			102
	5.52		(28.13	)		9,300		1.87			(1.02	)		1.91			119
	7.68		(1.03	)		14,499		1.88			(1.16	)		1.89			118
	7.76		22.40			251		2.07	(f)		(1.49	)		2.18			159


	9.44		37.61			179,677		0.86			(0.05	)		0.86			96
	6.86		15.68			76,767		0.86			0.05			0.86			102
	5.93		10.43			46,312		0.90			(0.08	)		1.06			119


	9.39		37.48			836,154		1.06			(0.27	)		1.06			96
	6.83		15.18			604,663		1.06			(0.16	)		1.06			102
	5.93		(27.51	)		441,345		1.10			(0.24	)		1.17			119
	8.18		(0.24	)		399,777		1.09			(0.41	)		1.12			118
	8.20		23.49			10,985		1.11	(f)		(0.50	)		1.45			159

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	71

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED (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
Mid Cap Core Fund
Class A
November 30, 2010 (e) through June 30, 2011	$	15.00	$	0.01	(f)	$	2.18	$	2.19	$	—	(g)

Class C
November 30, 2010 (e) through June 30, 2011		15.00		(0.04	)(f)		2.19		2.15		—

Class R2
November 30, 2010 (e) through June 30, 2011		15.00		(0.02	)(f)		2.19		2.17		—

Class R5
November 30, 2010 (e) through June 30, 2011		15.00		0.05	(f)		2.19		2.24		(0.01	)

Class R6
January 31, 2011 (i) through June 30, 2011		16.36		0.05	(f)		0.83		0.88		—

Select Class
November 30, 2010 (e) through June 30, 2011		15.00		0.04	(f)		2.19		2.23		(0.01	)

(a)	Annualized for periods less than one year.

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

(c)

(d)	Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable or unless otherwise noted.

(e)	Commencement of operations.

(f)	Calculated based upon average shares outstanding

(g)	Amount rounds to less than $0.01.

(h)	Ratios are disproportionate between classes due to the size of net assets and fixed expenses.

(i)	Commencement of offering of class of shares.

(j)	Certain non-recurring expenses incurred by the Fund were not annualized for the period ended June 30, 2011.

SEE NOTES TO FINANCIAL STATEMENTS.



72	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


		Ratios/Supplemental data
							Ratios to average net assets (a)
Net asset value, end of period		Total return (excludes sales charge) (b)(c)			Net assets, end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$	17.19		14.70	%	$	276		1.24	%(j)		0.11	%(j)		5.79	%(h)(j)		13	%


	17.15		14.33			99		1.75	(j)		(0.39	)(j)		6.49	(h)(j)		13


	17.17		14.53			57		1.49	(j)		(0.17	)(j)		6.84	(h)(j)		13


	17.23		15.00			57		0.80	(j)		0.52	(j)		6.17	(h)(j)		13


	17.24		5.38			53		0.75	(j)		0.68	(j)		5.52	(h)(j)		13


	17.22		14.84			91,240		1.00	(j)		0.41	(j)		3.41	(h)(j)		13

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	73

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED (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 gain			Total distributions
Mid Cap Equity Fund
Class A
Year Ended June 30, 2011	$	22.95	$	0.04	(e)	$	8.36		$	8.40		$	(0.06	)	$	—		$	(0.06	)
November 2, 2009 (f) through June 30, 2010		21.55		0.05			1.41			1.46			(0.06	)		—			(0.06	)

Class C
Year Ended June 30, 2011		22.93		(0.12	)(e)		8.37			8.25			(0.02	)		—			(0.02	)
November 2, 2009 (f) through June 30, 2010		21.55		(0.03	)		1.41			1.38			—	(g)		—			—	(g)

Select Class
Year Ended June 30, 2011		22.97		0.14	(e)		8.37			8.51			(0.12	)		—			(0.12	)
Year Ended June 30, 2010		18.97		0.12			4.00			4.12			(0.12	)		—			(0.12	)
Year Ended June 30, 2009		28.63		0.18			(8.37	)		(8.19	)		(0.17	)		(1.30	)		(1.47	)
Year Ended June 30, 2008		37.93		0.11			(2.80	)		(2.69	)		(0.11	)		(6.50	)		(6.61	)
Year Ended June 30, 2007		34.51		0.12			6.13			6.25			(0.10	)		(2.73	)		(2.83	)

(a)	Annualized for periods less than one year.

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

(c)

(d)	Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable or unless otherwise noted.

(e)	Calculated based upon average shares outstanding.

(f)	Commencement of offering of class of shares.

(g)	Amount rounds to less than $0.01.

SEE NOTES TO FINANCIAL STATEMENTS.



74	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


		Ratios/Supplemental data
							Ratios to average net assets (a)
Net asset value, end of period		Total return (excludes sales charge) (b)(c)			Net assets, end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$	31.29		36.60	%	$	2,918		1.24	%		0.14	%		1.53	%		88	%
	22.95		6.77			1,394		1.24			0.30			1.44			56


	31.16		35.98			447		1.74			(0.40	)		2.06			88
	22.93		6.40			65		1.74			(0.23	)		1.92			56


	31.36		37.09			568,854		0.89			0.50			1.27			88
	22.97		21.72			463,478		0.89			0.55			1.17			56
	18.97		(28.02	)		195,785		0.90			0.94			1.20			107
	28.63		(8.19	)		189,589		0.91			0.32			1.12			79
	37.93		18.97			284,546		0.90			0.35			1.09			82

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	75

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED (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 realized gain
Mid Cap Growth Fund
Class A
Year Ended June 30, 2011	$	16.35	$	(0.09	)(e)	$	7.04		$	6.95		$	—
Year Ended June 30, 2010		13.68		(0.09	)(e)		2.76			2.67			—
Year Ended June 30, 2009		20.46		(0.07	)(e)		(6.33	)(f)		(6.40	)		(0.38	)
Year Ended June 30, 2008		24.89		(0.17	)(e)		(0.45	)		(0.62	)		(3.81	)
Year Ended June 30, 2007		24.85		(0.18	)(e)		4.41			4.23			(4.19	)

Class B
Year Ended June 30, 2011		12.90		(0.16	)(e)		5.55			5.39			—
Year Ended June 30, 2010		10.85		(0.14	)(e)		2.19			2.05			—
Year Ended June 30, 2009		16.45		(0.13	)(e)		(5.09	)(f)		(5.22	)		(0.38	)
Year Ended June 30, 2008		20.88		(0.26	)(e)		(0.36	)		(0.62	)		(3.81	)
Year Ended June 30, 2007		21.59		(0.28	)(e)		3.76			3.48			(4.19	)

Class C
Year Ended June 30, 2011		14.73		(0.18	)(e)		6.33			6.15			—
Year Ended June 30, 2010		12.39		(0.16	)(e)		2.50			2.34			—
Year Ended June 30, 2009		18.70		(0.15	)(e)		(5.78	)(f)		(5.93	)		(0.38	)
Year Ended June 30, 2008		23.21		(0.29	)(e)		(0.41	)		(0.70	)		(3.81	)
Year Ended June 30, 2007		23.57		(0.31	)(e)		4.14			3.83			(4.19	)

Class R2
Year Ended June 30, 2011		17.38		(0.13	)(e)		7.48			7.35			—
Year Ended June 30, 2010		14.56		(0.12	)(e)		2.94			2.82			—
June 19, 2009 (h) through June 30, 2009		14.56		—	(e)(i)		—	(i)		—	(i)		—

Select Class
Year Ended June 30, 2011		17.47		(0.03	)(e)		7.53			7.50			—
Year Ended June 30, 2010		14.57		(0.04	)(e)		2.94			2.90			—
Year Ended June 30, 2009		21.68		(0.03	)(e)		(6.70	)(f)		(6.73	)		(0.38	)
Year Ended June 30, 2008		26.10		(0.12	)(e)		(0.49	)		(0.61	)		(3.81	)
Year Ended June 30, 2007		25.81		(0.12	)(e)		4.60			4.48			(4.19	)

(a)	Annualized for periods less than one year.

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

(c)

(d)	Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable or unless otherwise noted.

(e)	Calculated based upon average shares outstanding.

(f)	An affiliate of JPMorgan Chase & Co. reimbursed the Fund for losses incurred from an operational error. The impact was less than $0.01 to the net realized and unrealized gains (losses) per share and less than 0.01% to total return.

(g)	Includes a gain incurred resulting from a payment by affiliate. The effect was less than 0.01% on total return.

(h)	Commencement of offering of class of shares.

(i)	Amount rounds to less than $0.01.

SEE NOTES TO FINANCIAL STATEMENTS.



76	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


		Ratios/Supplemental data
							Ratios to average net assets (a)
Net asset value, end of period		Total return (excludes sales charge) (b)(c)			Net assets, end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$	23.30		42.51	%	$	696,334		1.24	%		(0.44	)%		1.36	%		79	%
	16.35		19.52			560,054		1.24			(0.53	)		1.42			82
	13.68		(30.97	)(f)		520,201		1.24			(0.48	)		1.56			96
	20.46		(3.22	)(g)		384,225		1.24			(0.75	)		1.39			95
	24.89		18.65			480,084		1.24			(0.73	)		1.36			119


	18.29		41.78			18,648		1.77			(0.97	)		1.86			79
	12.90		18.89			20,893		1.77			(1.07	)		1.92			82
	10.85		(31.35	)(f)		29,963		1.88			(1.14	)		2.03			96
	16.45		(3.90	)(g)		69,186		1.88			(1.38	)		1.89			95
	20.88		17.93			123,779		1.86			(1.35	)		1.86			119


	20.88		41.75			29,187		1.77			(0.97	)		1.86			79
	14.73		18.89			23,389		1.77			(1.06	)		1.92			82
	12.39		(31.38	)(f)		25,624		1.88			(1.13	)		2.04			96
	18.70		(3.85	)(g)		27,785		1.88			(1.38	)		1.89			95
	23.21		17.90			38,805		1.86			(1.35	)		1.86			119


	24.73		42.29			121		1.40			(0.59	)		1.60			79
	17.38		19.37			63		1.40			(0.69	)		1.67			82
	14.56		0.00			83		1.22			(0.31	)		1.94			96


	24.97		42.93			1,031,463		0.93			(0.13	)		1.10			79
	17.47		19.90			685,843		0.93			(0.22	)		1.17			82
	14.57		(30.74	)(f)		631,380		0.98			(0.23	)		1.30			96
	21.68		(3.02	)(g)		539,292		0.99			(0.49	)		1.13			95
	26.10		18.95			740,208		0.99			(0.48	)		1.11			119

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	77

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED (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 gain			Total distributions
Mid Cap Value Fund
Class A
Year Ended June 30, 2011	$	18.91	$	0.18	(e)	$	5.85	(h)	$	6.03		$	(0.18	)	$	—		$	(0.18	)
Year Ended June 30, 2010		15.24		0.19	(e)		3.48			3.67			—			—			—
Year Ended June 30, 2009		21.91		0.28	(e)		(5.92	)		(5.64	)		(0.34	)		(0.69	)		(1.03	)
Year Ended June 30, 2008		27.71		0.16			(3.78	)		(3.62	)		(0.12	)		(2.06	)		(2.18	)
Year Ended June 30, 2007		24.73		0.17			4.21			4.38			(0.25	)		(1.15	)		(1.40	)

Class B
Year Ended June 30, 2011		18.38		0.07	(e)		5.69	(h)		5.76			(0.04	)		—			(0.04	)
Year Ended June 30, 2010		14.89		0.10	(e)		3.39			3.49			—			—			—
Year Ended June 30, 2009		21.39		0.20	(e)		(5.79	)		(5.59	)		(0.22	)		(0.69	)		(0.91	)
Year Ended June 30, 2008		27.11		0.03			(3.69	)		(3.66	)		—			(2.06	)		(2.06	)
Year Ended June 30, 2007		24.21		0.05			4.12			4.17			(0.12	)		(1.15	)		(1.27	)

Class C
Year Ended June 30, 2011		18.44		0.07	(e)		5.69	(h)		5.76			(0.07	)		—			(0.07	)
Year Ended June 30, 2010		14.94		0.10	(e)		3.40			3.50			—			—			—
Year Ended June 30, 2009		21.45		0.20	(e)		(5.80	)		(5.60	)		(0.22	)		(0.69	)		(0.91	)
Year Ended June 30, 2008		27.17		0.04			(3.70	)		(3.66	)		—			(2.06	)		(2.06	)
Year Ended June 30, 2007		24.26		0.05			4.13			4.18			(0.12	)		(1.15	)		(1.27	)

Class R2
Year Ended June 30, 2011		18.63		0.12	(e)		5.76	(h)		5.88			(0.24	)		—			(0.24	)
Year Ended June 30, 2010		15.06		0.15	(e)		3.42			3.57			—			—			—
November 3, 2008 (g) through June 30, 2009		16.34		0.20	(e)		(0.30	)		(0.10	)		(0.49	)		(0.69	)		(1.18	)

Institutional Class
Year Ended June 30, 2011		19.22		0.30	(e)		5.95	(h)		6.25			(0.28	)		—			(0.28	)
Year Ended June 30, 2010		15.43		0.29	(e)		3.52			3.81			(0.02	)		—			(0.02	)
Year Ended June 30, 2009		22.31		0.38	(e)		(6.06	)		(5.68	)		(0.51	)		(0.69	)		(1.20	)
Year Ended June 30, 2008		28.17		0.31			(3.85	)		(3.54	)		(0.26	)		(2.06	)		(2.32	)
Year Ended June 30, 2007		25.10		0.30			4.29			4.59			(0.37	)		(1.15	)		(1.52	)

Select Class
Year Ended June 30, 2011		19.07		0.24	(e)		5.90	(h)		6.14			(0.24	)		—			(0.24	)
Year Ended June 30, 2010		15.34		0.24	(e)		3.49			3.73			—	(f)		—			—	(f)
Year Ended June 30, 2009		22.14		0.34	(e)		(6.01	)		(5.67	)		(0.44	)		(0.69	)		(1.13	)
Year Ended June 30, 2008		27.96		0.27			(3.85	)		(3.58	)		(0.18	)		(2.06	)		(2.24	)
Year Ended June 30, 2007		24.93		0.27			4.22			4.49			(0.31	)		(1.15	)		(1.46	)

(a)	Annualized for periods less than one year.

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

(c)

(d)	Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable or unless otherwise noted.

(e)	Calculated based upon average shares outstanding.

(f)	Amount rounds to less than $0.01.

(g)	Commencement of offering of class of shares.

(h)	An affiliate of JPMorgan Chase & Co. reimbursed the Fund for losses incurred from an operational error. The impact was less than $0.01 to the net realized and unrealized gains (losses) per share and less than 0.01% to total return.

SEE NOTES TO FINANCIAL STATEMENTS.



78	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


		Ratios/Supplemental data
							Ratios to average net assets (a)
Net asset value, end of period		Total return (excludes sales charge) (b)(c)			Net assets, end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$	24.76		31.96	%(h)	$	1,979,270		1.23	%		0.81	%		1.39	%		41	%
	18.91		24.08			1,705,572		1.23			1.04			1.40			34
	15.24		(25.49	)		1,600,044		1.25			1.71			1.42			47
	21.91		(13.70	)		2,661,377		1.25			0.66			1.42			31
	27.71		18.21			3,822,632		1.25			0.71			1.35			45


	24.10		31.33	(h)		90,427		1.74			0.30			1.89			41
	18.38		23.44			96,966		1.74			0.53			1.90			34
	14.89		(25.89	)		108,114		1.75			1.21			1.92			47
	21.39		(14.14	)		163,091		1.75			0.15			1.92			31
	27.11		17.65			237,745		1.75			0.20			1.85			45


	24.13		31.29	(h)		373,415		1.74			0.30			1.89			41
	18.44		23.43			309,513		1.74			0.53			1.90			34
	14.94		(25.88	)		299,956		1.75			1.20			1.92			47
	21.45		(14.11	)		523,722		1.75			0.14			1.92			31
	27.17		17.64			818,261		1.75			0.20			1.85			45


	24.27		31.66	(h)		6,500		1.49			0.50			1.65			41
	18.63		23.71			1,441		1.49			0.77			1.65			34
	15.06		(0.24	)		294		1.50			2.12			1.69			47


	25.19		32.66	(h)		2,812,296		0.74			1.29			0.99			41
	19.22		24.68			1,913,930		0.74			1.52			1.00			34
	15.43		(25.15	)		1,424,004		0.75			2.26			1.02			47
	22.31		(13.25	)		1,777,057		0.75			1.16			1.02			31
	28.17		18.82			2,566,230		0.75			1.21			0.95			45


	24.97		32.29	(h)		1,513,926		0.98			1.05			1.14			41
	19.07		24.35			1,061,308		0.98			1.29			1.15			34
	15.34		(25.31	)		766,965		1.00			2.05			1.18			47
	22.14		(13.46	)		721,777		1.00			0.90			1.16			31
	27.96		18.49			1,183,839		1.00			0.95			1.10			45

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	79

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED (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			Return of capital			Total distributions
Multi-Cap Market Neutral Fund
Class A
Year Ended June 30, 2011	$	9.71	$	(0.16	)(d)	$	0.26		$	0.10		$	—		$	—		$	—
Year Ended June 30, 2010		10.21		(0.17	)(d)		(0.33	)		(0.50	)		—			—			—
Year Ended June 30, 2009		10.23		(0.08	)(d)		0.06			(0.02	)		—			—			—
Year Ended June 30, 2008		11.24		0.28	(d)		(0.74	)		(0.46	)		(0.54	)		(0.01	)		(0.55	)
Year Ended June 30, 2007		10.98		0.37			0.20			0.57			(0.31	)		—			(0.31	)

Class B
Year Ended June 30, 2011		9.44		(0.23	)(d)		0.26			0.03			—			—			—
Year Ended June 30, 2010		10.01		(0.23	)(d)		(0.34	)		(0.57	)		—			—			—
Year Ended June 30, 2009		10.10		(0.15	)(d)		0.06			(0.09	)		—			—			—
Year Ended June 30, 2008		11.07		0.17	(d)		(0.70	)		(0.53	)		(0.43	)		(0.01	)		(0.44	)
Year Ended June 30, 2007		10.80		0.29			0.20			0.49			(0.22	)		—			(0.22	)

Class C
Year Ended June 30, 2011		9.46		(0.23	)(d)		0.25			0.02			—			—			—
Year Ended June 30, 2010		10.02		(0.23	)(d)		(0.33	)		(0.56	)		—			—			—
Year Ended June 30, 2009		10.12		(0.15	)(d)		0.05			(0.10	)		—			—			—
Year Ended June 30, 2008		11.07		0.19	(d)		(0.71	)		(0.52	)		(0.42	)		(0.01	)		(0.43	)
Year Ended June 30, 2007		10.80		0.29			0.20			0.49			(0.22	)		—			(0.22	)

Select Class
Year Ended June 30, 2011		9.79		(0.14	)(d)		0.26			0.12			—			—			—
Year Ended June 30, 2010		10.27		(0.14	)(d)		(0.34	)		(0.48	)		—			—			—
Year Ended June 30, 2009		10.27		(0.05	)(d)		0.05			—	(e)		—			—			—
Year Ended June 30, 2008		11.31		0.30	(d)		(0.73	)		(0.43	)		(0.60	)		(0.01	)		(0.61	)
Year Ended June 30, 2007		11.04		0.36			0.25			0.61			(0.34	)		—			(0.34	)

(a)

(b)	Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable or unless otherwise noted.

(c)	Commencing on June 30, 2009, the Fund presented portfolio turnover in two ways, one including short sales and the other excluding short sales. For periods prior to June 30, 2009, the Fund's portfolio turnover calculation excluded short sales.

(d)	Calculated based upon average shares outstanding.

(e)	Amount rounds to less than $0.01.

SEE NOTES TO FINANCIAL STATEMENTS.



80	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


		Ratios/Supplemental data
							Ratios to average net assets
Net asset value, end of period		Total return (excludes sales charge) (a)			Net assets, end of period (000’s)		Net expenses (including dividend and interest expense for securities sold short) (b)			Net expenses (excluding dividend and interest expense for securities sold short) (b)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits (including dividend and interest expense for securities sold short)			Expenses without waivers, reimbursements and earnings credits (excluding dividend and interest expense for securities sold short)			Portfolio turnover rate (excluding short sales) (c)			Portfolio turnover rate (including short sales) (c)


$	9.81		1.03	%	$	29,216		2.92	%		1.49	%		(1.65	)%		3.38	%		1.95	%		145	%		339	%
	9.71		(4.90	)		94,549		2.94			1.49			(1.65	)		3.39			1.94			146			348
	10.21		(0.20	)		67,884		2.84			1.50			(0.79	)		3.29			1.95			175			350
	10.23		(4.00	)		77,838		2.52			1.51			2.62			2.94			1.93			116			—
	11.24		5.27			204,059		2.69			1.50			3.32			3.10			1.91			96			—


	9.47		0.32			3,484		3.67			2.24			(2.47	)		3.88			2.45			145			339
	9.44		(5.69	)		7,849		3.69			2.24			(2.39	)		3.89			2.44			146			348
	10.01		(0.89	)		12,766		3.59			2.25			(1.55	)		3.79			2.45			175			350
	10.10		(4.77	)		16,402		3.28			2.26			1.66			3.45			2.43			116			—
	11.07		4.56			24,974		3.44			2.25			2.60			3.60			2.41			96			—


	9.48		0.21			22,094		3.67			2.24			(2.46	)		3.88			2.45			145			339
	9.46		(5.59	)		39,610		3.70			2.24			(2.39	)		3.89			2.44			146			348
	10.02		(0.99	)		61,467		3.59			2.25			(1.54	)		3.79			2.45			175			350
	10.12		(4.71	)		90,603		3.28			2.26			1.79			3.45			2.43			116			—
	11.07		4.56			187,546		3.44			2.25			2.60			3.60			2.41			96			—


	9.91		1.23			491,653		2.67			1.24			(1.39	)		3.13			1.70			145			339
	9.79		(4.67	)		433,539		2.70			1.24			(1.39	)		3.15			1.69			146			348
	10.27		0.00			528,478		2.59			1.25			(0.45	)		3.04			1.70			175			350
	10.27		(3.73	)		933,631		2.27			1.25			2.79			2.69			1.67			116			—
	11.31		5.59			1,852,145		2.44			1.25			3.55			2.85			1.66			96			—

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	81

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED (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 gain			Total distributions
Value Advantage Fund
Class A
Year Ended June 30, 2011	$	15.22	$	0.23	(c)	$	3.79		$	4.02		$	(0.17	)	$	—		$	(0.17	)
Year Ended June 30, 2010		12.01		0.23	(c)		3.17			3.40			(0.19	)		—			(0.19	)
Year Ended June 30, 2009		16.38		0.30	(c)		(4.40	)		(4.10	)		(0.20	)		(0.07	)		(0.27	)
Year Ended June 30, 2008		20.45		0.35			(3.19	)		(2.84	)		(0.24	)		(0.99	)		(1.23	)
Year Ended June 30, 2007		17.17		0.26	(c)		3.42			3.68			(0.12	)		(0.28	)		(0.40	)

Class C
Year Ended June 30, 2011		15.17		0.14	(c)		3.77			3.91			(0.07	)		—			(0.07	)
Year Ended June 30, 2010		11.97		0.15	(c)		3.17			3.32			(0.12	)		—			(0.12	)
Year Ended June 30, 2009		16.25		0.23	(c)		(4.34	)		(4.11	)		(0.10	)		(0.07	)		(0.17	)
Year Ended June 30, 2008		20.31		0.26			(3.18	)		(2.92	)		(0.15	)		(0.99	)		(1.14	)
Year Ended June 30, 2007		17.10		0.17	(c)		3.38			3.55			(0.06	)		(0.28	)		(0.34	)

Institutional Class
Year Ended June 30, 2011		15.24		0.32	(c)		3.79			4.11			(0.24	)		—			(0.24	)
Year Ended June 30, 2010		12.01		0.31	(c)		3.18			3.49			(0.26	)		—			(0.26	)
Year Ended June 30, 2009		16.40		0.37	(c)		(4.42	)		(4.05	)		(0.27	)		(0.07	)		(0.34	)
Year Ended June 30, 2008		20.47		0.44			(3.19	)		(2.75	)		(0.33	)		(0.99	)		(1.32	)
Year Ended June 30, 2007		17.16		0.39	(c)		3.38			3.77			(0.18	)		(0.28	)		(0.46	)

Select Class
Year Ended June 30, 2011		15.27		0.28	(c)		3.79			4.07			(0.22	)		—			(0.22	)
Year Ended June 30, 2010		12.04		0.27	(c)		3.19			3.46			(0.23	)		—			(0.23	)
Year Ended June 30, 2009		16.44		0.34	(c)		(4.42	)		(4.08	)		(0.25	)		(0.07	)		(0.32	)
Year Ended June 30, 2008		20.52		0.37			(3.17	)		(2.80	)		(0.29	)		(0.99	)		(1.28	)
Year Ended June 30, 2007		17.22		0.31	(c)		3.43			3.74			(0.16	)		(0.28	)		(0.44	)

(a)

(b)	Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable or unless otherwise noted.

(c)	Calculated based upon average shares outstanding.

SEE NOTES TO FINANCIAL STATEMENTS.



82	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


		Ratios/Supplemental data
							Ratios to average net assets
Net asset value, end of period		Total return (excludes sales charge) (a)			Net assets, end of period (000’s)		Net expenses (b)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate


$	19.07		26.45	%	$	232,103		1.24	%		1.28	%		1.34	%		33	%
	15.22		28.35			150,081		1.24			1.52			1.38			45
	12.01		(24.82	)		112,739		1.25			2.45			1.50			70
	16.38		(14.42	)		152,696		1.25			1.87			1.43			103
	20.45		21.58			201,151		1.25			1.36			1.41			77


	19.01		25.82			131,743		1.74			0.78			1.84			33
	15.17		27.72			108,165		1.74			1.01			1.88			45
	11.97		(25.19	)		97,723		1.75			1.86			1.99			70
	16.25		(14.86	)		182,093		1.75			1.36			1.93			103
	20.31		20.93			247,794		1.75			0.87			1.91			77


	19.11		27.06			284,433		0.74			1.79			0.94			33
	15.24		29.03			156,531		0.74			2.04			0.98			45
	12.01		(24.41	)		70,825		0.75			3.11			1.15			70
	16.40		(13.97	)		19,872		0.75			2.37			1.03			103
	20.47		22.16			24,710		0.75			1.97			1.00			77


	19.12		26.75			270,562		0.99			1.53			1.09			33
	15.27		28.70			71,209		0.99			1.77			1.13			45
	12.04		(24.62	)		51,000		1.00			2.75			1.25			70
	16.44		(14.19	)		49,262		1.00			2.18			1.18			103
	20.52		21.89			36,884		1.00			1.62			1.16			77

SEE NOTES TO FINANCIAL STATEMENTS.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	83

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

1. Organization

JPMorgan Trust I (“JPM I”) and JPMorgan Trust II (“JPM II”) were formed on November 12, 2004, as Delaware statutory trusts, pursuant to Declarations of Trusts dated November 5, 2004 and are registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as open-end management investment companies.

J.P. Morgan Mutual Fund Investment Trust (“JPMMFIT”), an open-end management investment company, was organized as a Massachusetts business trust on September 23, 1997.

J.P. Morgan Fleming Mutual Fund Group, Inc. (“JPMFMFG”), an open-end management investment company, was organized as a Maryland corporation on August 19, 1997.

The following are 7 separate funds of the Trusts (collectively, the “Funds”) covered by this report:


	Classes Offered	Trust	Diversified/Non-Diversified
Growth Advantage Fund	Class A, Class B, Class C, Class R5 and Select Class	JPMMFIT	Diversified
Mid Cap Core Fund	Class A, Class C, Class R2, Class R5, Class R6 and Select Class	JPM I	Diversified
Mid Cap Equity Fund	Class A, Class C, and Select Class	JPM I	Diversified
Mid Cap Growth Fund	Class A, Class B, Class C, Class R2, and Select Class	JPM II	Diversified
Mid Cap Value Fund	Class A, Class B, Class C, Class R2, Institutional Class and Select Class	JPMFMFG	Diversified
Multi-Cap Market Neutral Fund	Class A, Class B, Class C, and Select Class	JPM II	Diversified
Value Advantage Fund	Class A, Class C, Institutional Class and Select Class	JPM I	Diversified

Class A and Class C Shares commenced operations on November 2, 2009 for the Mid Cap Equity Fund.

The Mid Cap Core Fund commenced operations on November 30, 2010.

Class R6 Shares commenced operations on January 31, 2011 for the Mid Cap Core Fund.

Effective November 1, 2009, Class B Shares of the Growth Advantage Fund, Mid Cap Growth Fund, Mid Cap Value Fund and Multi-Cap Market Neutral Fund may not be purchased or acquired by new or existing shareholders, except through exchanges from Class B of another J.P. Morgan Fund and dividend reinvestments. Shareholders who have invested in Class B Shares prior to November 1, 2009 may continue to hold their Class B shares until they automatically convert to Class A Shares.

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 (“CDSC”). Class B Shares automatically convert to Class A Shares after eight years. No sales charges are assessed with respect to the Class R2, Class R5, Class R6, Select Class and Institutional Class Shares. 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 each class has exclusive voting rights with respect to its distribution plan and shareholder servicing agreements. Certain Class A Shares, for which front-end sales charges have been waived, may be subject to a CDSC as described in the Funds’ prospectus.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Trusts in the 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 — Equity securities listed on a North American, Central American, South American or Caribbean securities exchange shall generally be valued at the last sale price on the exchange on which the security is principally traded that is reported before the time when the net assets of the Funds are valued. The value of securities listed on The NASDAQ Stock Market LLC shall generally be the NASDAQ Official Closing Price. Fixed income securities (other than certain short-term investments maturing in less than 61 days) are valued each day based on readily available market quotations received from independent or affiliated pricing services approved by the Board of Trustees or third party broker-dealers. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments of sufficient credit quality maturing in less than 61 days are valued at amortized cost, which approximates market value. Certain investments of the Funds may, depending upon market conditions, trade in relatively thin markets and/or in markets that experience significant volatility. As a result of these conditions, the prices used by the Funds to value securities may differ from the value that would be realized if these securities were sold, and the differences could be material. Futures and options shall generally be valued on the basis of available market quotations. Swaps and other derivatives are valued daily, primarily using independent or affiliated pricing services approved by the Board of Trustees. If valuations are not available from such services or values received are deemed not representative of market value, values will be obtained from a third party broker-dealer or counterparty. 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 Board of Trustees. Under these procedures, the Funds primarily employ a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine



84	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

the fair value of the investment. The Funds may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. It is possible that the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could be material. 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 Board of Trustees, the Funds apply fair value pricing on equity securities on a daily basis except for North American, Central American, South American and Caribbean 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 fair value as of the time a Fund calculates its net asset values.

Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.

The various inputs that are used in determining the fair value of the Funds’ investments are summarized into the three broad levels listed below:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following tables represent each valuation input by sector as presented on the Schedules of Portfolio Investments (“SOIs”) (amounts in thousands):

Growth Advantage Fund


	Level 1 Quoted prices		Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities #	$	1,256,047	$	—	$	—	$	1,256,047

Mid Cap Core Fund


	Level 1 Quoted prices		Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities #	$	91,760	$	—	$	—	$	91,760

Mid Cap Equity Fund


	Level 1 Quoted prices		Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities #	$	588,082	$	—	$	—	$	588,082

Mid Cap Growth Fund


	Level 1 Quoted prices		Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities #	$	1,764,094	$	—	$	—	$	1,764,094

Appreciation in Other Financial Instruments
Futures Contracts	$	173	$	—	$	—	$	173

Mid Cap Value Fund


	Level 1 Quoted prices		Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities #	$	6,800,214	$	—	$	—	$	6,800,214



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	85

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2011 (continued)

Multi-Cap Market Neutral Fund


	Level 1 Quoted prices			Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities #	$	568,105		$	—	$	—	$	568,105

Liabilities in Securities Sold Short #	$	(532,696	)	$	—	$	—	$	(532,696	)

Value Advantage Fund


	Level 1 Quoted prices		Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities ##	$	910,686	$	13,520	$	—	$	924,206

#	All portfolio holdings designated as Level 1 are disclosed individually in the SOI. Please refer to the SOI for industry specifics of the portfolio holdings.

##	Portfolio holdings designated as Level 1 and Level 2 are disclosed individually in the SOIs. Level 2 consists of ADRs, the reported values of which are an evaluated price. Please refer to the SOI for industry specifics of the portfolio holdings.

There were no transfers between Levels 1 and 2 during the period ended June 30, 2011.

B. Short Sales — The Multi-Cap Market Neutral Fund engages in short sales as part of its normal investment activities. In a short sale, the Fund sells securities it does not own. In order to deliver securities to the purchaser, the Fund borrows securities from a broker. To close out a short position, the Fund must purchase the same securities at the current market price and deliver them to the broker.

The Fund is required to pledge cash or securities to the broker as collateral for the securities sold short. Collateral requirements are calculated daily based on the current market value of the short positions. Cash collateral deposited with the broker is recorded as an asset on the Statements of Assets and Liabilities. Securities segregated as collateral are denoted in the SOI. The Fund may receive or pay the net of the following amounts: (i) a portion of the income from the investment of cash collateral (ii) the broker’s fee on the borrowed securities (calculated daily based upon the market value of each borrowed security and a variable rate that is dependent on availability of the security) and (iii) a financing charge for the difference in the market value of the short position and cash collateral deposited with the broker. The net income or fee amount is included as interest income or interest expense on securities sold short, respectively, in the Statements of Operations.

The Fund is obligated to pay the broker dividends declared on short positions when a position is open on record date. Dividends on short positions are recorded on the Statements of Operations as dividend expense on ex-dividend date.

Liabilities for securities sold short are reported at market value on the Statements of Assets and Liabilities and the change in market value is recorded as unrealized gain or loss on the Statements of Operations. Short sale transactions may result in unlimited losses as the short position loses value and the securities’ price increases. There is no upward limit on the price a borrowed security could attain. The Fund is also subject to risk of loss if the broker were to fail to perform its obligations under the contractual terms.

The Fund will record a realized loss if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund will record a realized gain if the price of the security declines between those dates.

As of June 30, 2011, the Fund had outstanding short sales as listed on its SOI.

C. Futures Contracts — The Mid Cap Core Fund and Mid Cap Growth Fund use index futures contracts to gain or reduce exposure to the stock market, maintain liquidity and minimize transaction costs. The Funds buy futures contracts to immediately invest incoming cash in the market or sell futures in response to cash outflows, thereby simulating an invested position in the underlying index while maintaining a cash balance for liquidity. The use of futures contracts exposes the Funds to equity price risk.

Futures contracts provide for the delayed delivery of the underlying instrument at a fixed price or for a cash amount based on the change in the value of the underlying instrument at a specific date in the future. Upon entering into a futures contract, the Funds are required to deposit with the broker, cash or securities in an amount equal to a certain percentage of the contract amount which is referred to as the initial margin deposit. Subsequent payments, referred to as variation margin, are made or received by the Funds periodically and are based on changes in the market value of open futures contracts. Changes in the market value of open futures contracts are recorded as unrealized appreciation or depreciation in the Statements of Operations. Realized gains or losses, representing the difference between the value of the contract at the time it was opened and the value at the time it was closed, are reported in the Statements of Operations at the closing or expiration of futures contracts. Securities deposited as initial margin are designated in the SOIs and cash deposited is recorded on the Statements of Assets and Liabilities. A receivable from and/or a payable to brokers for the daily variation margin is also recorded on the Statements of Assets and Liabilities.

The Funds may be subject to the risk that the change in the value of the futures contract may not correlate perfectly with the underlying instrument. Use of long futures contracts subjects the Funds to risk of loss in excess of the amounts shown on the Statements of Assets and Liabilities, up to the



86	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

notional amount 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. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

The table below discloses the volume of the Funds’ futures activities during the period ended June 30, 2011:


	Mid Cap Core Fund			Mid Cap Growth Fund
Futures Contracts:
Average Notional Balance Long	$	1,247	(a)	$	52,340	(b)
Ending Notional Balance Long	$	—		$	52,340

(a)	For the period March 1, 2011 through March 31, 2011

(b)	For the period June 1, 2011 through June 30, 2011.

D. Securities Lending — Each Fund (except Mid Cap Core Fund, Multi-Cap Market Neutral Fund and Value Advantage Fund) may lend securities to brokers approved by J.P. Morgan Investment Management Inc. (“JPMIM” or the “Advisor”) in order to generate additional income. Goldman Sachs Bank USA (“GS Bank”) serves as lending agent for the Growth Advantage Fund, Mid Cap Equity Fund, Mid Cap Growth Fund and Mid Cap Value Fund pursuant to a Securities Lending Agreement (the “GS Bank Securities Lending Agreement”). Prior to March 1, 2011, JPMorgan Chase Bank, N.A. (“JPMCB”), an affiliate of the Funds, served as lending agent for Mid Cap Growth Fund and Mid Cap Value Fund pursuant to a Securities Lending Agreement (the “JPMCB Securities Lending Agreement”). Securities loaned are collateralized by cash, which is invested in Capital Shares of the JPMorgan Prime Money Market Fund. Upon termination of a loan, the Funds are required to return to the borrower the posted cash collateral. Loans are subject to termination by the Funds or the borrower at any time.

Securities lending income is comprised of income earned on cash collateral investments (“Collateral Investments”), net of a rebate received from or paid to borrowers for use of cash collateral and lending agent fees. This amount is recorded as Income from securities lending (net) on the Statements of Operations. The Funds also receive payments from the borrower during the period of the loan, equivalent to dividends and interest earned on the securities loaned, which are recorded as Dividend or Interest income, respectively, on the Statements of Operations.

For the period ended June 30, 2011, the Funds earned the following amounts from the investment of cash collateral, prior to rebates or fees, from an investment in an affiliated fund as described below (amounts in thousands).


Growth Advantage Fund	$	131
Mid Cap Equity Fund		54
Mid Cap Growth Fund		61
Mid Cap Value Fund		96

Under the GS Bank Securities Lending Agreement, at the inception of a loan, securities are exchanged for cash collateral equal to at least 102% of the value of loaned U.S. securities plus accrued interest. The GS Bank Securities Lending Agreement requires that the loaned securities be marked to market on a daily basis and additional cash collateral is requested from borrowers when the cash received from borrowers becomes less than 102% of the value of loaned securities. Under the JPMCB Securities Lending Agreement, at the inception of a loan, securities were exchanged for cash collateral equal to at least 102% of the value of loaned U.S. dollar-denominated securities, plus accrued interest, and 105% of the value of loaned non-dollar-denominated securities, plus accrued interest. The JPMCB Securities Lending Agreement required that the loaned securities be marked to market on a daily basis and additional cash collateral was requested from borrowers when the cash received from borrowers became less than 102% and 105% of the value of loaned U.S. dollar denominated and non-dollar denominated securities, respectively, subject to certain de minimis guidelines.

The value of the cash collateral received is recorded as a liability on the Statements of Assets and Liabilities and details of Collateral Investments are disclosed in the SOIs. At June 30, 2011, the value of outstanding securities on loan and the value of Collateral Investments were as follows (amounts in thousands):


	Value of Securities on Loan		Cash Collateral Posted by Borrower			Total Value of Collateral Investments
Growth Advantage Fund	$	38,658	$	39,434		$	39,434
Mid Cap Equity Fund		17,421		17,693	*		17,693
Mid Cap Growth Fund		70,219		70,726	*		70,726
Mid Cap Value Fund		35,750		36,367	*		36,367

*	Subsequent to June 30, 2011, additional collateral was received from borrowers.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	87

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2011 (continued)

The Funds bear the risk of loss associated with the Collateral Investments and are not entitled to additional collateral from the borrower to cover any such losses. To the extent that the value of the Collateral Investments decline below the amount owed to a borrower, a Fund may incur losses that exceed the amount it earned on lending the security. Upon termination of a loan, a Fund may use leverage (borrow money) to repay the borrower for cash collateral posted, if the Advisor does not believe that it is prudent to sell the Collateral Investments to fund the payment of this liability.

Securities lending also involves counterparty risks, including the risk that the loaned securities may not be returned in a timely manner or at all. Subject to certain conditions, GS Bank and JPMCB each have agreed to indemnify the Funds, under their respective agreements, from losses resulting from a borrower’s failure to return a loaned security, as applicable.

JPMIM waived fees associated with the Funds’ investment in JPMorgan Prime Money Market Fund as follows (amounts in thousands).


Growth Advantage Fund	$	74
Mid Cap Equity Fund		31
Mid Cap Growth Fund		36
Mid Cap Value Fund		59

These amounts offset the administration fees and shareholder servicing fees incurred by JPMorgan Prime Money Market Fund related to the Funds’ investment in such fund. A portion of the waiver is voluntary.

Under the JPMCB Securities Lending Agreement, JPMCB was entitled to a fee paid monthly in arrears equal to: (i) 0.03% of the average dollar value of the loans of U.S. dollar-denominated securities outstanding during a given month; and (ii) 0.09% of the average dollar value of loans of non-dollar-denominated securities outstanding during a given month.

The Funds incurred lending agent fees to JPMCB as follows for the period ended June 30, 2011 (amounts in thousands):


	Lending Agent Fees Incurred
Mid Cap Growth Fund	$	9
Mid Cap Value Fund		13

E. Offering and Organization Costs — Offering costs (Registration and filing fees) paid in connection with the offering of shares of the Mid Cap Core Fund are amortized up to 12 months from the date the Fund commenced operations. Costs paid in connection with the organization of the Fund were recorded as an expense at the time they commenced operations and are included as part of Professional fees on the Statements of Operations.

F. 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 and expense on securities sold short less foreign taxes withheld, if any, are recorded on the ex-dividend date or when a Fund first learns 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 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.

G. 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.

H. 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 (the “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. The Funds are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits or losses will significantly change in the next twelve months. However, the Funds’ conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. Each of the Funds’ Federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

I. Dividends and Distributions to Shareholders — Dividends from net investment income are generally declared and paid annually, except for the Mid Cap Equity, Mid Cap Growth and Multi-Cap Market Neutral Funds, which are declared and paid quarterly. 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



88	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

capital gains, if any, are distributed by each Fund 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 based 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
Growth Advantage Fund	$	(3,266	)	$	2,627		$	639
Mid Cap Core Fund		(1	)		1			—
Mid Cap Equity Fund		—			(270	)		270
Mid Cap Growth Fund		(6,191	)		4,473			1,718
Mid Cap Value Fund		—			(1,853	)		1,853
Multi-Cap Market Neutral Fund		(8,597	)		8,614			(17	)
Value Advantage Fund		14,316			372			(14,688	)

The reclassifications for the Funds relate primarily to investments in partnerships (Growth Advantage Fund, Mid Cap Equity Fund, Mid Cap Growth Fund and Value Advantage Fund), net operating loss (Growth Advantage Fund, Mid Cap Growth Fund and Multi-Cap Market Neutral Fund), non-taxable special dividends (Mid Cap Equity Fund and Mid Cap Value Fund), redemptions in-kind (Value Advantage Fund) and nondeductible 12b-1 fees in the initial years of operations (Mid Cap Core Fund).

3. Fees and Other Transactions with Affiliates

A. Investment Advisory Fee — Pursuant to the Investment Advisory Agreement, JPMIM acts as the investment advisor to the Funds. JPMIM is a wholly-owned subsidiary of JPMorgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. (“JPMorgan”). JPMIM 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:


Growth Advantage Fund	0.65	%
Mid Cap Core Fund	0.65
Mid Cap Equity Fund	0.65
Mid Cap Growth Fund	0.65
Mid Cap Value Fund	0.65
Multi-Cap Market Neutral Fund	1.25
Value Advantage Fund	0.65

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

B. Administration Fee — Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the “Administrator”), an indirect, wholly-owned subsidiary of JPMorgan, provides 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 J.P. Morgan Funds Complex (excluding certain funds of funds and money market funds) and 0.075% of the average daily net assets in excess of $25 billion of all such funds. For the period ended June 30, 2011, the annual effective rate was 0.09% of each Fund’s average daily net assets.

The Administrator waived Administration fees as outlined in Note 3.F.

J.P. Morgan Investor Services, Co. (“JPMIS”), an indirect, wholly-owned subsidiary of JPMorgan, serves as the Funds’ Sub-administrator (the “Sub-administrator”). For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator.

C. Distribution Fees — Pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (“the Distributor”), a wholly-owned subsidiary of JPMorgan, serves as the Trusts’ exclusive underwriter and promotes and arranges for the sale of each Fund’s shares.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	89

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2011 (continued)

The Board of Trustees has adopted a Distribution Plan (the “Distribution Plan”) for Class A, Class B, Class C and Class R2 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			Class R2
Growth Advantage Fund		0.25	%		0.75	%		0.75	%		n/a
Mid Cap Core Fund		0.25			n/a			0.75			0.50	%
Mid Cap Equity Fund		0.25			n/a			0.75			n/a
Mid Cap Growth Fund		0.25			0.75			0.75			0.50
Mid Cap Value Fund		0.25			0.75			0.75			0.50
Multi-Cap Market Neutral Fund		0.25			0.75			0.75			n/a
Value Advantage Fund		0.25			n/a			0.75			n/a

In addition, the Distributor is entitled to receive the front-end sales charges from purchases of Class A Shares and the 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 ended June 30, 2011, the Distributor retained the following amounts (in thousands):


	Front-End Sales Charge			CDSC
Growth Advantage Fund	$	27		$	11
Mid Cap Core Fund		—	(a)		—	(a)
Mid Cap Equity Fund		3			—	(a)
Mid Cap Growth Fund		19			17
Mid Cap Value Fund		89			46
Multi-Cap Market Neutral Fund		3			6
Value Advantage Fund		32			5

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

D. Shareholder Servicing Fees — The Trusts, on behalf of the Funds, have entered into Shareholder Servicing Agreements with the Distributor under which the Distributor provides certain support services to the shareholders. The Class R6 Shares do not participate in the Shareholder Servicing Agreement. 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			Class R2			Class R5			Institutional Class			Select Class
Growth Advantage Fund		0.25	%		0.25	%		0.25	%		n/a			0.05	%		n/a			0.25	%
Mid Cap Core Fund		0.25			n/a			0.25			0.25	%		0.05			n/a			0.25
Mid Cap Equity Fund		0.25			n/a			0.25			n/a			n/a			n/a			0.25
Mid Cap Growth Fund		0.25			0.25			0.25			0.25			n/a			n/a			0.25
Mid Cap Value Fund		0.25			0.25			0.25			0.25			n/a			0.10	%		0.25
Multi-Cap Market Neutral Fund		0.25			0.25			0.25			n/a			n/a			n/a			0.25
Value Advantage Fund		0.25			n/a			0.25			n/a			n/a			0.10			0.25

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

The Distributor waived Shareholder Servicing fees as outlined in Note 3.F.

E. Custodian and Accounting Fees — JPMCB provides portfolio custody and accounting services for the Funds. The amounts paid directly to JPMCB by the Funds for custody and accounting services are included in Custodian and accounting fees in the Statements 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 Statements of Operations.

Interest expense, if any, paid to the custodian related to cash overdrafts is included in Interest expense to affiliates in the Statements of Operations.



90	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

F. Waivers and Reimbursements — The Advisor, Administrator and Distributor have contractually agreed to waive fees and/or reimburse the Funds to the extent that total annual operating expenses (excluding acquired fund fees and expenses, dividend and interest expense related to 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			Class R2			Class R5			Class R6			Institutional Class			Select Class
Growth Advantage Fund		1.25	%		1.75	%		1.75	%		n/a			0.90	%		n/a			n/a			1.10	%
Mid Cap Core Fund		1.25			n/a			1.75			1.50	%		0.80			0.75	%		n/a			1.00
Mid Cap Equity Fund		1.25			n/a			1.75			n/a			n/a			n/a			n/a			0.90
Mid Cap Growth Fund		1.24			1.77			1.77			1.40			n/a			n/a			n/a			0.93
Mid Cap Value Fund		1.24			1.75			1.75			1.50			n/a			n/a			0.75	%		0.99
Multi-Cap Market Neutral Fund		1.75			2.50			2.50			n/a			n/a			n/a			n/a			1.50
Value Advantage Fund		1.25			n/a			1.75			n/a			n/a			n/a			0.75			1.00

The contractual expense limitation agreements were in effect for the period ended June 30, 2011. The contractual expense limitation percentages in the table above are in place until at least October 31, 2011 for all Funds except Mid Cap Core Fund. For Mid Cap Core Fund, the contractual expense limitation percentages in the table above are in place until at least November 30, 2011 for Class A, Class C, Class R2, Class R5 and Select Class Shares and are in place until at least January 31, 2012 for Class R6 Shares. In addition, the Funds’ service providers have voluntarily waived fees during the period ended June 30, 2011. However, the Funds’ service providers are under no obligation to do so and may discontinue such voluntary waivers at any time.

Prior to September 1, 2010, the contractual expense limitations for Class A, Class B and Class C Shares of the Growth Advantage Fund were 1.35%, 2.05% and 2.05% respectively.

Prior to November 1, 2010, the contractual expense limitation for Select Class Shares of the Mid Cap Equity Fund was 1.00%.

For the period ended June 30, 2011, the Funds’ service providers waived fees and/or 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								Reimbursements
	Investment Advisory		Administration		Shareholder Servicing		Total		Reimbursements
Growth Advantage Fund	$	—	$	—	$	93	$	93	$	—
Mid Cap Core Fund		71		10		—		81		203
Mid Cap Equity Fund		279		274		1,101		1,654		—
Mid Cap Growth Fund		—		520		1,867		2,387		—
Mid Cap Value Fund		3,862		5,000		2,740		11,602		—
Multi-Cap Market Neutral Fund		1		—		1,095		1,096		—
Value Advantage Fund		128		544		235		907		—


	Voluntary Waivers
	Investment Advisory		Administration		Shareholder Servicing		Total
Multi-Cap Market Neutral Fund	$	968	$	200	$	251	$	1,419

Additionally, the Funds may invest in one or more money market funds advised by the Advisor or its affiliates. The Advisors, Administrator and the Distributor as shareholder servicing agent waive an amount sufficient to offset the respective fees each charges to the affiliated money market fund on the Funds’ investment in such affiliated money market fund. A portion of the waiver is voluntary.

The amounts of waivers resulting from investments in the money market funds for the period ended June 30, 2011 were as follows (excluding the waiver disclosed in Note 2.C. regarding cash collateral for securities lending invested in the JPMorgan Prime Money Market Fund) (amounts in thousands):


Growth Advantage Fund	$	40
Mid Cap Equity Fund		29
Mid Cap Growth Fund		43
Mid Cap Value Fund		336
Multi-Cap Market Neutral Fund		70
Value Advantage Fund		61

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



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	91

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2011 (continued)

The Board of Trustees appointed a Chief Compliance Officer to the Funds in accordance with federal securities regulations. Each Fund, along with other affiliated funds, makes reimbursement payments, on a pro-rata basis, to the Administrator for a portion of the fees associated with the Office of the Chief Compliance Officer. Such fees are included in Trustees’ and Chief Compliance Officer’s fees in the Statements of Operations.

The Trusts adopted a Trustee Deferred Compensation Plan (the “Plan”) which allows the Independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various J.P. Morgan Funds until distribution in accordance with the Plan.

During the period ended June 30, 2011, certain Funds may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with Advisors.

The Funds may use related party broker/dealers. For the period ended June 30, 2011, the Funds did not incur any brokerage commissions with brokers/dealers affiliated with the Advisors.

The Securities and Exchange Commission (“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.

An Affiliate of JPMCB made a payment to the Mid Cap Value Fund in the amount of approximately $31,000 relating to an operational error.

4. Investment Transactions

During the period ended June 30, 2011, 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)		Securities Sold Short		Covers on Securities Sold Short
Growth Advantage Fund	$	1,035,282	$	885,525	$	—	$	—
Mid Cap Core Fund		90,770		3,057		—		—
Mid Cap Equity Fund		390,634		402,036		—		—
Mid Cap Growth Fund		1,235,596		1,388,274		—		—
Mid Cap Value Fund		2,424,872		2,417,753		—		—
Multi-Cap Market Neutral Fund		773,209		911,442		904,957		1,032,160
Value Advantage Fund		513,617		236,675		—		—

During the period ended June 30, 2011, there were no purchases or sales of U.S. Government securities.

5. Federal Income Tax Matters

For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at June 30, 2011, were as follows (amounts in thousands):


	Aggregate Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
Growth Advantage Fund	$	1,019,140	$	249,507	$	12,600	$	236,907
Mid Cap Core Fund		91,378		1,779		1,397		382
Mid Cap Equity Fund		473,761		117,054		2,733		114,321
Mid Cap Growth Fund		1,357,642		418,560		12,108		406,452
Mid Cap Value Fund		5,291,485		1,601,287		92,558		1,508,729
Multi-Cap Market Neutral Fund		484,742		91,532		8,169		83,363
Value Advantage Fund		790,045		140,800		6,639		134,161

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

The tax character of distributions paid during the fiscal period ended June 30, 2011 was as follows (amounts in thousands):


	Total Distributions Paid From:				Total Distributions Paid
	Ordinary Income		Net Long Term Capital Gains		Total Distributions Paid
Mid Cap Core Fund	$	1	$	—	$	1
Mid Cap Equity Fund		1,989		—		1,989
Mid Cap Value Fund		60,163		—		60,163
Value Advantage Fund		8,184		—		8,184



92	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

The tax character of distributions paid during the fiscal year ended June 30, 2010 was as follows (amounts in thousands):


	Total Distributions Paid From:				Total Distributions Paid
	Ordinary Income		Net Long Term Capital Gains		Total Distributions Paid
Mid Cap Equity Fund	$	1,930	$	—	$	1,930
Mid Cap Value Fund		1,948		—		1,948
Value Advantage Fund		5,629		—		5,629

At June 30, 2011, 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)
Growth Advantage Fund	$	—	$	(47,838	)	$	236,907
Mid Cap Core Fund		135		2			382
Mid Cap Equity Fund		183		(8,310	)		114,321
Mid Cap Growth Fund		—		134,277			406,452
Mid Cap Value Fund		60,235		(332,540	)		1,508,729
Multi-Cap Market Neutral Fund		—		(98,936	)		57,638
Value Advantage Fund		6,285		(53,759	)		134,161

For the Funds, the cumulative timing differences primarily consist of trustee deferred compensation (Growth Advantage Fund, Mid Cap Core Fund, Mid Cap Growth Fund, Mid Cap Value Fund and Multi-Cap Market Neutral Fund), post-October loss deferrals (Growth Advantage Fund and Mid Cap Growth Fund), distributions payable (Mid Cap Equity Fund), partnership basis outstanding (Value Advantage), loss deferrals on unsettled short sales (Multi-Cap Market Neutral), limitations on capital loss carry forwards acquired in a merger (Mid Cap Growth Fund) and wash sale loss deferrals.

As of June 30, 2011, the Funds had net capital loss carryforwards, expiring during the year indicated, which are available to offset future realized gains (amounts in thousands):


	2015		2016		2017		2018		Total
Growth Advantage Fund	$	—	$	—	$	—	$	47,838	$	47,838
Mid Cap Equity Fund		—		—		—		8,310		8,310
Mid Cap Value Fund		—		1,151		14,176		317,213		332,540	*
Multi-Cap Market Neutral Fund		1,901		97,035		—		—		98,936
Value Advantage Fund		—		—		—		53,759		53,759

During the period ended June 30, 2011, the Funds utilized capital loss carryforwards as follows (amounts in thousands):


Growth Advantage Fund	$	77,942
Mid Cap Equity Fund		24,453
Mid Cap Growth Fund		119,160
Mid Cap Value Fund		251,037
Multi-Cap Market Neutral Fund		462
Value Advantage Fund		24,523

During the period ended June 30, 2011, the following Funds had capital loss carryforwards disallowed (amounts in thousands):


Mid Cap Growth Fund		$	89,945	*

Net Capital losses and currency 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 period ended June 30, 2011, the Funds deferred to July 1, 2011 post October capital losses of:


	Capital Losses		Currency Losses
Growth Advantage Fund	$	—	$	25
Mid Cap Equity Fund		—		5
Mid Cap Growth Fund		—		40

*	Amounts include capital loss carry forwards from business combinations, which may be limited in future years under Internal Revenue Code Sections 381-384.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	93

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2011 (continued)

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (“the Act”), net capital losses recognized by the Funds after June 30, 2011, may get carried forward indefinitely, and retain their character as short-term and/or long term losses. Prior to this Act, pre-enactment net capital losses incurred by the Funds were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses are used before pre-enactment net capital losses.

6. Borrowings

The Funds rely 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 JPM II and may be relied upon by the Funds because they are investment companies in the same “group of investment companies” (as defined in Section 12(d)(1)(G) of the 1940 Act).

In addition, 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 J.P. Morgan 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 15, 2011.

The Funds had no borrowings outstanding from another fund or from the unsecured, uncommitted credit facility at June 30, 2011. Average borrowings from the Facility for the period ended June 30, 2011, were as follows (amounts in thousands):

Average

Borrowings

Number of

Days Used

Interest
Paid

Growth Advantage Fund

13,659

—

(a)

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

Interest expense paid, if any, as a result of borrowings from another fund or from the unsecured, uncommitted credit facility is included in Interest expense to affiliates in the Statements of Operations.

7. Risks, 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.

One or more affiliates of the Advisor have investment discretion with respect to their clients’ holdings in the Funds, which collectively represent a significant portion of the Funds’ assets for Growth Advantage Fund, Mid Cap Core Fund and Mid Cap Equity Fund. Additionally, the Advisor owns a significant portion of the outstanding shares of Mid Cap Core Fund.

In addition, the JPMorgan Investor Funds, JPMorgan Access Funds and JPMorgan SmartRetirement Funds, which are affiliated funds of funds, own, in the aggregate more than 10% of the net assets of the Funds as follows:

J.P. Morgan
Investor Funds

J.P. Morgan
Access Funds

JPMorgan
SmartRetirement
Funds

Growth Advantage Fund

N/A

14.1

Mid Cap Core Fund

N/A

25.2

N/A

Multi-Cap Market Neutral Fund

75.7

N/A

Value Advantage Fund

N/A

18.2

Significant shareholder transactions, if any, may impact the Funds’ performance.

As of June 30, 2011, the Multi-Cap Market Neutral Fund pledged substantially all of its assets for securities sold short to Credit Suisse Group, who also held 100% of the Multi-Cap Market Neutral Fund’s cash proceeds for securities sold short.

8. Legal Matters

Prior to becoming an affiliate of JPMorgan, on June 29, 2004, Banc One Investment Advisors Corporation (“BOIA”) subsequently known as JPMorgan Investment Advisors Inc. (“JPMIA”), entered into agreements with the SEC (the “SEC Order”) and the New York Attorney General (“NYAG settlement”) in resolution of investigations into market timing of certain One Group mutual funds advised by BOIA. JPMIA was investment advisor to certain of the Funds until January 1, 2010. Effective January 1, 2010, JPMIA transferred its investment advisory business to JPMIM and JPMIM became investment advisor to such Funds. Under the terms of the SEC Order and the NYAG settlement, BOIA agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which has been distributed to certain current and former shareholders of certain



94	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

funds. Pursuant to the NYAG settlement, BOIA reduced its management fee for certain funds in the aggregate amount of approximately $8 million annually (based on assets under management as of June 30, 2004) over a five year period from September 27, 2004 through September 27, 2009.

In addition to the matters involving the SEC and NYAG, various lawsuits were filed by private plaintiffs in connection with these circumstances in various state and federal courts. These actions were transferred to the United States District Court for the District of Maryland. The plaintiffs filed consolidated amended complaints, naming as defendants, BOIA, Bank One Corporation and JPMorgan, One Group Services Company (the former distributor of One Group Mutual Funds), certain officers of One Group Mutual Funds and BOIA, and certain current and former Trustees.

As of June 14, 2006, all claims against One Group Mutual Funds and current and former trustees were dismissed by the United States District Court in Maryland. Certain claims against BOIA and its affiliates were also dismissed. On October 25, 2010, the court approved a settlement resolving all remaining claims in the litigation in Maryland.

The Funds will be reimbursed for all costs associated with these matters to ensure that they incur no expense as it relates to the matters described above. A portion of these reimbursements may be from related parties.

As noted above, the NYAG settlement required BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement required that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates were referred to as “Reduced Rates.” The Reduced Rates were implemented on September 27, 2004 and remained in place through September 27, 2009. Thus, the Reduced Rates are no longer in effect.

9. Transfers-In-Kind

Pursuant to procedures approved by the Board of Trustees, on May 24, 2010, certain shareholders of the Mid Cap Value Fund redeemed Institutional Class Shares and the Fund paid the redemption proceeds primarily by means of a redemption in-kind of the Fund’s portfolio securities.


	Value (000’s)		Realized Gains/(Losses) (000’s)			Type
Institutional Class	$	47,173	$	(7,817	)		Redemption-In-Kind

Pursuant to procedures approved by the Board of Trustees, on March 29, 2011, an affiliate of the Value Advantage Fund redeemed Institutional Class Shares and the Fund paid the redemption proceeds primarily by means of a redemption in-kind of the Fund’s portfolio securities.


	Value (000’s)		Realized Gains/(Losses) (000’s)		Type
Institutional Class	$	41,498	$	14,315		Redemption-In-Kind



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	95

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees of J.P. Morgan Mutual Fund Investment Trust, J.P. Morgan Fleming Mutual Fund Group, Inc., JPMorgan Trust I and JPMorgan Trust II and the Shareholders of JPMorgan Growth Advantage Fund, JPMorgan Mid Cap Core Fund, JPMorgan Mid Cap Equity Fund, JPMorgan Mid Cap Growth Fund, JPMorgan Mid Cap Value Fund, JPMorgan Multi-Cap Market Neutral Fund and JPMorgan Value Advantage Fund:

In our opinion, the accompanying statements of assets and liabilities, including the schedules 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 Mid Cap Equity Fund, JPMorgan Value Advantage Fund (each a separate fund of JPMorgan Trust I), JPMorgan Mid Cap Growth Fund, JPMorgan Multi-Cap Market Neutral Fund (each a separate fund of JPMorgan Trust II), JPMorgan Growth Advantage Fund (a separate fund of J.P. Morgan Mutual Fund Investment Trust) and JPMorgan Mid Cap Value Fund (a separate fund of J.P. Morgan Fleming Mutual Fund Group, Inc.) at June 30, 2011, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, and the financial position of JPMorgan Mid Cap Core Fund (a separate fund of JPMorgan Trust I)(hereafter collectively referred to as the “Funds”) at June 30, 2011, the results of its operations, the changes in its net assets and the financial highlights for the period November 30, 2010 (commencement of operations) through June 30, 2011, 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 included confirmation of securities at June 30, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

New York, New York

August 26, 2011



96	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

TRUSTEES

(Unaudited)

The Funds’ Statement of Additional Information includes additional information about the Funds’ Trustees and is available, without charge, upon request by calling 1-800-480-4111 or on the J.P. Morgan Funds’ website at www.jpmorganfunds.com.


Name (Year of Birth); Positions With the Funds (1)	Principal Occupations During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee (2)	Other Directorships Held Outside Fund Complex During Past 5 Years
Independent Trustees

William J. Armstrong (1941); Trustee of Trusts since 2005; Trustee of heritage J.P. Morgan Funds since 1987.	Retired; CFO and Consultant, EduNeering, Inc. (internet business education supplier) (2000-2001); Vice President and Treasurer, Ingersoll-Rand Company (manufacturer of industrial equipment) (1972-2000).	149	None.

John F. Finn (1947); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1998.	Chairman (1985-present), President and Chief Executive Officer, Gardner, Inc. (supply chain management company serving industrial and consumer markets) (1974-present).	149	Director, Cardinal Health, Inc. (CAH) (1994-present); Director, Greif, Inc. (GEF) (industrial package products and services) (2007-present).

Dr. Matthew Goldstein (1941); Trustee of Trusts since 2005; Trustee of heritage J.P. Morgan Funds since 2003.	Chancellor, City University of New York (1999-present); President, Adelphi University (New York) (1998-1999).	149	Director, New Plan Excel (NXL) (1999-2005); Director, National Financial Partners (NFP) (2003-2005); Director, Bronx-Lebanon Hospital Center; Director, United Way of New York City (2002-present).

Robert J. Higgins (1945); Trustee of Trusts since 2005; Trustee of heritage J.P. Morgan 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).	149	None.

Peter C. Marshall (1942); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1985.	Self-employed business consultant (2002-present).	149	Director, Center for Communication, Hearing, and Deafness (1990-present).

Marilyn McCoy* (1948); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1999.	Vice President of Administration and Planning, Northwestern University (1985-present).	149	Trustee, Carleton College (2003-present).

William G. Morton, Jr. (1937); Trustee of Trusts since 2005; Trustee of heritage J.P. Morgan Funds since 2003.	Retired; Chairman Emeritus (2001-2002), and Chairman and Chief Executive Officer, Boston Stock Exchange (1985-2001).	149	Director, Radio Shack Corp. (1987-2008); Trustee, Stratton Mountain School (2001-present).

Robert A. Oden, Jr. (1946); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1997.	Retired; President, Carleton College (2002-2010); President, Kenyon College (1995-2002).	149	Trustee, American University in Cairo (1999-present); Trustee, Carleton College (2002-2010).

Fergus Reid, III (1932); Trustee of Trusts (Chairman) since 2005; Trustee (Chairman) of heritage J.P. Morgan Funds since 1987.	Chairman, Joe Pietryka, Inc. (formerly Lumelite Corporation) (plastics manufacturing) (2003-present); Chairman and Chief Executive Officer, Lumelite Corporation (1985-2002).	149	Trustee, Morgan Stanley Funds (105 portfolios) (1992-present).



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	97

TRUSTEES

(Unaudited) (continued)


Name (Year of Birth); Positions With the Funds (1)	Principal Occupations During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee (2)	Other Directorships Held Outside Fund Complex During Past 5 Years
Independent Trustees (continued)

Frederick W. Ruebeck (1939); Trustee of Trusts since 2005; Trustee of heritage One Group Mutual Funds since 1994.	Consultant (2000-present); Advisor, JP Greene & Associates, LLC (broker-dealer) (2000-2009); Chief Investment Officer, Wabash College (2004-present); Director of Investments, Eli Lilly and Company (pharmaceuticals) (1988-1999).	149	Trustee, Wabash College (1988-present); Chairman, Indianapolis Symphony Orchestra Foundation (1994-present).

James J. Schonbachler (1943); Trustee of Trusts since 2005; Trustee of heritage J.P. Morgan Funds since 2001.	Retired; Managing Director of Bankers Trust Company (financial services) (1968-1998).	149	None.
Interested Trustees

Frankie D. Hughes** (1952), Trustee of Trusts since 2008.	Principal and Chief Investment Officer, Hughes Capital Management, Inc. (fixed income asset management) (1993-present).	149	Trustee, The Victory Portfolios (2000-2008).

Leonard M. Spalding, Jr.*** (1935); Trustee of Trusts since 2005; Trustee of heritage J.P. Morgan Funds since 1998.	Retired; Chief Executive Officer, Chase Mutual Funds (investment company) (1989-1998); President and Chief Executive Officer, Vista Capital Management (investment management) (1990-1998); Chief Investment Executive, Chase Manhattan Private Bank (investment management) (1990-1998).	149	Director, Glenview Trust Company, LLC (2001-present); Trustee, St. Catharine College (1998-present); Trustee, Bellarmine University (2000-present); Director, Springfield-Washington County Economic Development Authority (1997-present); Trustee, Catholic Education Foundation (2005-present).

(1)	Each Trustee serves for an indefinite term, subject to the Trusts’ current retirement policy, which is age 75 for all Trustees, except that the Board has determined Messrs. Reid and Spalding should continue to serve until December 31, 2012.

(2)

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 advisor or have an investment advisor that is an affiliated person of the investment advisor of any of the other registered investment companies. The J.P. Morgan Funds Complex for which the Board of Trustees serves currently includes eleven registered investment companies (149 funds).

Ms. McCoy has served as Vice President of Administration and Planning for Northwestern University since 1985. William M. Daley was the Head of Corporate Responsibility for JPMorgan Chase & Co. prior to January 2011 and served as a member of the Board of Trustees of Northwestern University from 2005 through 2010. JPMIM, the Funds’ investment advisor, is a wholly-owned subsidiary of JPMorgan Chase & Co. Three other members of the Board of Trustees of Northwestern University are executive officers of registered investment advisors (not affiliated with JPMorgan) that are under common control with subadvisors to certain J.P. Morgan Funds.

**	Ms. Hughes is treated as an “interested person” based on the portfolio holdings of clients of Hughes Capital Management, Inc.

***	Mr. Spalding is treated as an “interested person” due to his ownership of JPMorgan Chase stock.

The contact address for each of the Trustees is 270 Park Avenue, New York, NY 10017.



98	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

OFFICERS

(Unaudited)


Name (Year of Birth), Positions Held with the Trusts (Since)		Principal Occupations During Past 5 Years

Patricia A. Maleski (1960), President and Principal Executive Officer (2010)		Managing Director, J.P. Morgan Investment Management Inc. and Chief Administrative Officer, J.P. Morgan Funds and Institutional Pooled Vehicles since 2010; previously, Treasurer and Principal Financial Officer of the Trusts from 2008 to 2010; previously, Head of Funds Administration and Board Liaison, J.P. Morgan Funds prior to 2010. Ms. Maleski has been with JPMorgan Chase & Co. since 2001.

Joy C. Dowd (1972), Treasurer and Principal Financial Officer (2010)		Assistant Treasurer of the Trusts from 2009 to 2010; Executive Director, JPMorgan Funds Management, Inc. from February 2011; Vice President, JPMorgan Funds Management, Inc. from December 2008 to February 2011; prior to joining JPMorgan Chase, Ms. Dowd worked in MetLife’s investments audit group from 2005 through 2008, and Vice President of Credit Suisse, in the audit area from 1999 through 2005.

Frank J. Nasta (1964), Secretary (2008)		Managing Director and Associate General Counsel, JPMorgan Chase since 2008; Previously, Director, Managing Director, General Counsel and Corporate Secretary, J. & W. Seligman & Co. Incorporated; Secretary of each of the investment companies of the Seligman Group of Funds and Seligman Data Corp.; Director and Corporate Secretary, Seligman Advisors, Inc. and Seligman Services, Inc.

Stephen M. Ungerman (1953), Chief Compliance Officer (2005)		Managing Director, JPMorgan Chase & Co.; Mr. Ungerman was head of Fund Administration — Pooled Vehicles from 2000 to 2004. Mr. Ungerman has been with JPMorgan Chase & Co. since 2000.

Paul L. Gulinello (1950), AML Compliance Officer (2005)		Vice President and Anti Money Laundering Compliance Officer for JPMorgan Asset Management Americas, additionally responsible for privacy, personal trading and Code of Ethics compliance since 2004. Mr. Gulinello has been with JPMorgan Chase & Co. since 1972.

Elizabeth A. Davin (1964), Assistant Secretary (2005)*		Vice President and Assistant General Counsel, JPMorgan Chase since 2005; Senior Counsel, JPMorgan Chase (formerly Bank One Corporation) from 2004 to 2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004.

Jessica K. Ditullio (1962), Assistant Secretary (2005)*		Executive Director and Assistant General Counsel, JPMorgan Chase since February 2011; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase (formerly Bank One Corporation) since 1990.

John T. Fitzgerald (1975), Assistant Secretary (2008)		Executive Director and Assistant General Counsel, JPMorgan chase since February 2011; formerly, Vice President and Assistant General Counsel, JPMorgan Chase from 2005 until February 2011; Associate, Willkie Farr & Gallagher LLP (law firm) from 2002 to 2005.

Carmine Lekstutis (1980) Assistant Secretary (2011)		Vice President and Assistant General Counsel, JPMorgan Chase since 2011; Associate, Skadden, Arps, Slate, Meagher & Flom LLP (law firm) from 2006 to 2011.

Gregory S. Samuels (1980) Assistant Secretary (2010)		Vice President and Assistant General Counsel, JPMorgan Chase since 2010; Associate, Ropes & Gray (law firm) from 2008 to 2010; Associate, Clifford Chance LLP (law firm) from 2005 to 2008.

Brian L. Duncan (1965), Assistant Treasurer (2008)*		Vice President, JPMorgan Funds Management, Inc. since June 2007; prior to joining JPMorgan Chase, Mr. Duncan worked for Penn Treaty American Corporation as Vice President and Controller from 2004 through 2007 and Assistant Vice President of Financial Reporting from 2003-2004.

Jeffrey D. House (1972), Assistant Treasurer (2006)*		Vice President, JPMorgan Funds Management, Inc. since July 2006; formerly, Senior Manager of Financial Services of BISYS Fund Services, Inc. from December 1995 until July 2006.

Laura S. Melman (1966), Assistant Treasurer (2006)		Executive Director, JPMorgan Funds Management, Inc. since February 2011, responsible for Taxation; Vice President, JPMorgan Funds Management, Inc. from August, 2006 to February 2011, responsible for Taxation; Vice President of Structured Products at The Bank of New York Co., Inc. from 2001 until 2006.

The contact address for each of the officers, unless otherwise noted, is 270 Park Avenue, New York, NY 10017.

*	The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43240.



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	99

SCHEDULE OF SHAREHOLDER EXPENSES

(Unaudited)

Hypothetical $1,000

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, January 1, 2011, and continued to hold your shares at the end of the reporting period, June 30, 2011.

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” 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.


	Beginning Account Value, January 1, 2011		Ending Account Value, June 30, 2011		Expenses Paid During January 1, 2011 to June 30, 2011		Annualized Expense Ratio
Growth Advantage Fund
Class A
Actual*	$	1,000.00	$	1,064.20	$	6.40		1.25	%
Hypothetical*		1,000.00		1,018.60		6.26		1.25
Class B
Actual*		1,000.00		1,061.70		8.95		1.75
Hypothetical*		1,000.00		1,016.12		8.75		1.75
Class C
Actual*		1,000.00		1,061.70		8.95		1.75
Hypothetical*		1,000.00		1,016.12		8.75		1.75
Class R5
Actual*		1,000.00		1,066.70		4.41		0.86
Hypothetical*		1,000.00		1,020.53		4.31		0.86
Select Class
Actual*		1,000.00		1,064.60		5.43		1.06
Hypothetical*		1,000.00		1,019.54		5.31		1.06

Mid Cap Core Fund
Class A
Actual*		1,000.00		1,082.50		6.45		1.25
Hypothetical*		1,000.00		1,018.60		6.26		1.25
Class C
Actual*		1,000.00		1,080.00		9.03		1.75
Hypothetical*		1,000.00		1,016.12		8.75		1.75
Class R2
Actual*		1,000.00		1,081.20		7.74		1.50
Hypothetical*		1,000.00		1,017.36		7.50		1.50



100	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011


	Beginning Account Value, January 1, 2011		Ending Account Value, June 30, 2011		Expenses Paid During January 1, 2011 to June 30, 2011		Annualized Expense Ratio
Mid Cap Core Fund (continued)
Class R5
Actual*	$	1,000.00	$	1,085.00	$	4.14		0.80	%
Hypothetical*		1,000.00		1,020.83		4.01		0.80
Class R6
Actual**		1,000.00		1,053.80		3.17		0.75
Hypothetical*		1,000.00		1,021.08		3.76		0.75
Select Class
Actual*		1,000.00		1,084.40		5.17		1.00
Hypothetical*		1,000.00		1,019.84		5.01		1.00

Mid Cap Equity Fund
Class A
Actual*		1,000.00		1,075.20		6.43		1.25
Hypothetical*		1,000.00		1,018.60		6.26		1.25
Class C
Actual*		1,000.00		1,072.90		8.94		1.74
Hypothetical*		1,000.00		1,016.17		8.70		1.74
Select Class
Actual*		1,000.00		1,077.40		4.64		0.90
Hypothetical*		1,000.00		1,020.33		4.51		0.90

Mid Cap Growth Fund
Class A
Actual*		1,000.00		1,084.20		6.41		1.24
Hypothetical*		1,000.00		1,018.65		6.21		1.24
Class B
Actual*		1,000.00		1,081.60		9.14		1.77
Hypothetical*		1,000.00		1,016.02		8.85		1.77
Class C
Actual*		1,000.00		1,081.30		9.13		1.77
Hypothetical*		1,000.00		1,016.02		8.85		1.77
Class R2
Actual*		1,000.00		1,083.20		7.23		1.40
Hypothetical*		1,000.00		1,017.85		7.00		1.40
Select Class
Actual*		1,000.00		1,086.10		4.81		0.93
Hypothetical*		1,000.00		1,020.18		4.66		0.93

Mid Cap Value Fund
Class A
Actual*		1,000.00		1,070.50		6.31		1.23
Hypothetical*		1,000.00		1,018.70		6.16		1.23
Class B
Actual*		1,000.00		1,067.80		8.92		1.74
Hypothetical*		1,000.00		1,016.17		8.70		1.74
Class C
Actual*		1,000.00		1,067.70		8.92		1.74
Hypothetical*		1,000.00		1,016.17		8.70		1.74
Class R2
Actual*		1,000.00		1,069.20		7.64		1.49
Hypothetical*		1,000.00		1,017.41		7.45		1.49
Institutional Class
Actual*		1,000.00		1,072.80		3.80		0.74
Hypothetical*		1,000.00		1,021.12		3.71		0.74



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	101

SCHEDULE OF SHAREHOLDER EXPENSES

(Unaudited) (continued)

Hypothetical $1,000


	Beginning Account Value, January 1, 2011		Ending Account Value, June 30, 2011		Expenses Paid During January 1, 2011 to June 30, 2011		Annualized Expense Ratio
Mid Cap Value Fund (continued)
Select Class
Actual*	$	1,000.00	$	1,071.70	$	5.03		0.98	%
Hypothetical*		1,000.00		1,019.93		4.91		0.98

Multi-Cap Market Neutral Fund
Class A
Actual*		1,000.00		1,024.00		12.80		2.55
Hypothetical*		1,000.00		1,012.15		12.72		2.55
Class B
Actual*		1,000.00		1,020.50		15.63		3.12
Hypothetical*		1,000.00		1,009.32		15.54		3.12
Class C
Actual*		1,000.00		1,019.40		15.82		3.16
Hypothetical*		1,000.00		1,009.12		15.74		3.16
Select Class
Actual*		1,000.00		1,024.80		11.75		2.34
Hypothetical*		1,000.00		1,013.19		11.68		2.34

Value Advantage Fund
Class A
Actual*		1,000.00		1,048.40		6.30		1.24
Hypothetical*		1,000.00		1,018.65		6.21		1.24
Class C
Actual*		1,000.00		1,045.70		8.83		1.74
Hypothetical*		1,000.00		1,016.17		8.70		1.74
Institutional Class
Actual*		1,000.00		1,051.20		3.76		0.74
Hypothetical*		1,000.00		1,021.12		3.71		0.74
Select Class
Actual*		1,000.00		1,050.00		5.03		0.99
Hypothetical*		1,000.00		1,019.89		4.96		0.99

*	Expenses are equal to the Funds’ annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period).

**	Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 151/365 to reflect the actual period). Commencement of offering class of shares was January 31, 2011.



102	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	JUNE 30, 2011

TAX LETTER

(Unaudited)

Certain tax information for the J.P. Morgan Funds is required to be provided to shareholders based upon the Funds’ income and distributions for the taxable year ended June 30, 2011. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2011. The information necessary to complete your income tax returns for the calendar year ending December 31, 2011 will be received under separate cover.

Dividends Received Deductions (DRD)

The following represents the percentage of ordinary income distributions eligible for the 70% dividends received deduction for corporate rate shareholders for the fiscal year ended June 30, 2011:


	Dividends Received Deduction
Mid Cap Core Fund		100.00	%
Mid Cap Equity Fund		100.00
Mid Cap Value Fund		100.00
Value Advantage Fund		100.00

Qualified Dividend Income (QDI)

For the fiscal year ended June 30, 2011, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%. The following represents the amount of ordinary income distributions treated as qualified dividends (amounts in thousands):


	Qualified Dividend Income
Mid Cap Core Fund	$	1
Mid Cap Equity Fund		1,989
Mid Cap Value Fund		60,163
Value Advantage Fund		8,184



JUNE 30, 2011	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	103

LOGO

Rev. January 2011


FACTS		WHAT DOES J.P. MORGAN FUNDS DO WITH YOUR PERSONAL INFORMATION?


Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

¡ Social Security number and account balances

¡ transaction history and account transactions

¡ checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.


How?		All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons J.P. Morgan Funds chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information	Does J.P. Morgan Funds share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes — information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes — information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share



Questions?		Call 1-800-480-4111 or go to www.jpmorganfunds.com

LOGO


Page 2


Who we are
Who is providing this notice?		J.P. Morgan Funds


What we do
How does J.P. Morgan Funds protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We authorize our employees to access your information only when they need it to do their work and we require companies that work for us to protect your information.
How does J.P. Morgan Funds collect my personal information?		We collect your personal information, for example, when you: ¡ open an account or provide contact information ¡ give us your account information or pay us by check ¡ make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates and other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only ¡ sharing for affiliates’ everyday business purposes – information about your creditworthiness ¡ affiliates from using your information to market to you ¡ sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.


Definitions
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies. ¡ J.P. Morgan Funds does not share with our affiliates.
Nonaffiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies. ¡ J.P. Morgan Funds does not share with nonaffiliates so they can market to you.
Joint Marketing		A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ¡ J.P. Morgan Funds doesn’t jointly market.

LOGO


Page 2


Who we are
Who is providing this notice?		J.P. Morgan Funds


What we do
How does J.P. Morgan Funds protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We authorize our employees to access your information only when they need it to do their work and we require companies that work for us to protect your information.
How does J.P. Morgan Funds collect my personal information?		We collect your personal information, for example, when you: ¡ open an account or provide contact information ¡ give us your account information or pay us by check ¡ make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates and other companies.
Why can’t I limit all sharing?		Federal law gives you the right to limit only ¡ sharing for affiliates’ everyday business purposes – information about your creditworthiness ¡ affiliates from using your information to market to you ¡ sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.


Definitions
Affiliates		Companies related by common ownership or control. They can be financial and nonfinancial companies. ¡ J.P. Morgan Funds does not share with our affiliates.
Nonaffiliates		Companies not related by common ownership or control. They can be financial and nonfinancial companies. ¡ J.P. Morgan Funds does not share with nonaffiliates so they can market to you.
Joint Marketing		A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ¡ J.P. Morgan Funds doesn’t jointly market.

J.P. Morgan 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.

Contact JPMorgan Distribution Services, Inc. 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.

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

Each Fund files a complete schedule of its fund holdings for the first and third quarters of its fiscal year with the SEC on Form N-Q. The Funds’ 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. Shareholders may request the Form N-Q without charge by calling 1-800-480-4111 or by visiting the J.P. Morgan Funds’ website at www.jpmorganfunds.com.

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

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

LOGO

J.P. Morgan Asset Management is the marketing name for the asset management business of JPMorgan Chase & Co. Those businesses include, but are not limited to, J.P. Morgan Investment Management Inc., Security Capital Research & Management Incorporated and J.P. Morgan Alternative Asset Management, Inc.


		^© JPMorgan Chase & Co., 2011. All rights reserved. June 2011.		AN-MC-611

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 and principal financial officer. There were no amendments to the code of ethics or waivers granted with respect to the code of ethics in the period covered by the report.

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 not an “interested person” of the Registrant and is also “independent” as defined by the U.S. 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

2011 – $30,800

2010 – $30,500

(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

2011 – $11,800

2010 – $11,800

The audit-related fees consist of aggregate fees billed for assurance and related services by the independent registered public accounting firm to the Registrant 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

2011 – $8,100

2010 – $8,100

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 June 30, 2011 and 2010, respectively.

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

2011 – Not applicable

2010 – 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 pre-approves 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 annually reviews and pre-approves 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 adds to, or subtracts 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.

2011 – 0.0%

2010 – 0.0%

(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 registered public accounting firm for services rendered to the Registrant for the last two calendar year ends were:

2010 - $31.8 million

2009 - $25.8 million

These amounts also include the aggregate non audit fees billed by the Independent Registered Public Accounting firm for services rendered to J.P. Morgan Chase & Co. (“JPMC”) and certain related entities.

(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.

No material changes to report.

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 last fiscal quarter 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.

Code of Ethics applicable to its Principal Executive and Principal Financial Officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 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(a) 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/ Patricia A. Maleski

Patricia A. Maleski

President and Principal Executive Officer

September 2, 2011

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/ Patricia A. Maleski
		Patricia A. Maleski President and Principal Executive Officer September 2, 2011

By:		/s/ Joy C. Dowd
		Joy C. Dowd Treasurer and Principal Financial Officer September 2, 2011

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