JP Morgan Fleming Mutual Fund NCSRS Certified semi-annual shareholder report (management investment company)

JP Morgan Fleming Mutual Fund N-CSRSCertified semi-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, 2013 through December 31, 2013

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).

Semi-Annual Report

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

December 31, 2013 (Unaudited)

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			14

JPMorgan Value Advantage Fund			17

Schedules of Portfolio Investments			19

Financial Statements			48

Financial Highlights			66

Notes to Financial Statements			80

Schedule of Shareholder Expenses			89

Board Approval of Investment Advisory Agreement			92

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 of future performance. The general market views expressed in this report are opinions based on market and other conditions through the end of the reporting period and are subject to change without notice. These views are not intended to predict the future performance of a Fund or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Fund.

Prospective investors should refer to the Funds’ prospectus for a discussion of the Funds’ investment objectives, 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

January 23, 2014 (Unaudited)

Dear Shareholder,

Equity markets in developed economies performed strongly as the pace of the global economy accelerated during the six months ended December 31, 2013. Healthy corporate earnings and steady improvement in a range of economic indicators provided a positive backdrop for investors seeking returns in the low interest rate environment. While political discord in Washington injected volatility into the market, a bipartisan budget agreement at the end of 2013 relieved much of the political uncertainty created by partisan brinkmanship that led to the partial shutdown of the federal government in October. In December, the U.S. Federal Reserve (the “Fed”) responded to marked improvement in employment and other measures of economic growth by announcing it would trim its $85 billion in monthly asset purchases by $10 billion. The news drove U.S. equities to new highs, with the Standard & Poor’s 500 stock index reaching seven closing highs in December, ending the six-month period with a 16.31% return.

“ While a repeat of the equity performance we experienced during the six month period may be a tall order, we believe stocks in the U.S. and Europe may continue to show gains”

Overseas, the European Union returned to positive economic growth during the six month period and by the end of the period, Ireland became the first nation to exit from its European Union bailout program. The Fed’s decision to curb its asset purchases also sent equities higher in Europe, as investors viewed the move as a sign of further economic stability. The euro zone’s composite Purchasing Managers Index ended the period at a three-month high. Amid signs of continued economic expansion, it is notable that the European Central Bank cut its benchmark interest rate to a historical low in November in an attempt to counter a drop in the inflation rate.

In Japan, equity markets posted strong gains, benefitting from Prime Minister Shinzo Abe’s efforts to revive the economy. Low returns on bonds and short-term debt instruments also drove investors into stocks in Japan and Europe.

Emerging market equities were weaker overall as China’s economy showed signs of slower growth and political unrest in

Turkey and Thailand shook investor confidence. The Fed’s decision to taper its asset purchase program also set off speculation that the maturation of the emerging markets credit cycle would push yield-seeking investors to rotate into developed markets.

Taper Talk Pressures Bonds

Fixed-income markets generally remained weak during the six month period, with the Barclays Aggregate Index returning 0.43% for the six month period. U.S. Treasury security yields remained low from a historical perspective but peaked in September after the Fed declined to taper its asset purchases at that time. Globally, emerging market debt continued to struggle as stronger developed market growth trends led to declines in the relatively high yields and strong currencies, causing outflows that led to further weakness. The yield for 10-year U.S. Treasury securities ended December 31, 2013 at 3.04%, while the yields for 2- and 30-year U.S. Treasury securities finished the reporting period at 0.38% and 3.96%, respectively.

We welcome the Fed’s move to curb its Quantitative Easing program as a sign that the U.S. economy’s need for artificial stimulus is waning. While a repeat of the equity performance we experienced during the six month period may be a tall order, we believe stocks in the U.S. and Europe may continue to show gains. In the fixed-income market, persistent weakness has led to attractive valuations in some sectors. The reporting period market swings and intermittent volatility underlined the importance of maintaining a long-term view of your investment portfolio and the benefits derived from diversified holdings.

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, Global Funds Management

J.P. Morgan Asset Management



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	1

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

MARKET OVERVIEW

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)

Overall, the U.S. equity market performed strongly during the six months ended December 31, 2013, as a tepid economic recovery continued to gain strength from healthy corporate earnings, along with improvements in employment, housing and consumer sentiment. Volatility marked the start of the second half of the year amid investor uncertainty about the intent of the U.S. Federal Reserve Board (the “Fed”) to taper off its monthly purchases of $85 billion in U.S. Treasuries and mortgage-backed securities. Partisan brinkmanship in Washington added to the uncertainty, leading to a partial shutdown of the federal government in October. However, a bipartisan budget agreement toward the end of the period dispelled some of the political uncertainty and the Fed followed through by trimming $10 billion from its monthly asset purchases, which sent equities higher. During the six-month period, the U.S. unemployment rate declined from 7.3% in July to 6.7% at year end, with a slight uptick in joblessness in October. Adding to the positive trend were advances in housing prices and auto sales and a rebound in consumer sentiment to a five-month high in December.



2	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

JPMorgan Growth Advantage Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Class A Shares, without a sales charge)*		25.24%
Russell 3000 Growth Index		19.60%

Net Assets as of 12/31/2013 (In Thousands)	$	2,952,882

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 six months ended December 31, 2013. The Fund’s stock selection in the technology sector and the health care sector contributed to performance relative to the Benchmark. While the Fund’s underweight position in the consumer discretionary sector and its overweight position in the material & processing sector detracted from relative performance, the impact was not significant.

Individual contributors to relative performance included IBM Corp. and the Fund’s overweight position in Onyx Pharmaceuticals and its underweight position in Microsoft Corp. The Fund had no position in IBM, and the Fund benefited as the stock underperformed on continued deterioration in the company’s hardware business and declining free cash flow generation. Shares of Onyx, a maker of anti-cancer drugs, rose sharply after it agreed to an all-cash takeover offer from Amgen Inc. Shares of Microsoft, a maker of software and computer hardware, came under pressure from declining trends in personal computer growth and problems with the company’s Windows 8 and Surface tablet products.

Individual detractors from relative performance included Lululemon Athletica Inc., Broadcom Corp. and Exact Sciences Corp. Shares of Lululemon, a maker of athletic apparel, fell after the company cut its forecast for its fiscal fourth-quarter results, which indicated lower-than-expected organic retail growth. Shares of Broadcom, a supplier of semiconductors, mainly to the mobile and wireless segment, fell on weak revenue growth. Shares of Exact Sciences, a medical molecular diagnostics company, were weak due to lower-than-expected revenue in its second and third quarters.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers utilized a bottom-up approach to stock selection, researching individual companies across market capitalizations in an effort to construct portfolios of stocks that have strong fundamentals. The Fund’s portfolio managers sought to invest in high quality companies with durable franchises that, in their view, possessed the ability to generate strong future earnings growth.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Google, Inc., Class A	4.0	%
	2.	Apple, Inc.	3.0
	3.	MasterCard, Inc., Class A	2.8
	4.	Gilead Sciences, Inc.	2.7
	5.	Harley-Davidson, Inc.	2.2
	6.	Amazon.com, Inc.	2.1
	7.	Celgene Corp.	2.1
	8.	Facebook, Inc., Class A	1.9
	9.	Biogen Idec, Inc.	1.7
	10.	Acuity Brands, Inc.	1.6


PORTFOLIO COMPOSITION BY SECTOR***
Information Technology	28.9	%
Consumer Discretionary	20.0
Industrials	17.8
Health Care	14.9
Financials	8.1
Energy	4.8
Materials	2.7
Short-Term Investment	2.8

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

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

***

Percentages indicated are based on total investments as of December 31, 2013. The Fund’s portfolio composition is subject to change.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	3

JPMorgan Growth Advantage Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited) (continued)


AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2013

	INCEPTION DATE OF CLASS		6 MONTH*			1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		10/29/99
Without Sales Charge				25.24	%		44.36	%		22.16	%		11.31	%
With Sales Charge**				18.68			36.75			20.86			10.72
CLASS B SHARES		10/29/99
Without CDSC				24.97			43.76			21.52			10.77
With CDSC***				19.97			38.76			21.34			10.77
CLASS C SHARES		5/1/06
Without CDSC				24.95			43.72			21.54			10.68
With CDSC****				23.95			42.72			21.54			10.68
CLASS R5 SHARES		1/8/09		25.56			44.97			22.66			11.62
CLASS R6 SHARES		12/23/13		25.56			44.97			22.66			11.62
SELECT CLASS SHARES		5/1/06		25.37			44.74			22.42			11.51

Not annualized.

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 (12/31/03 TO 12/31/13)

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 its 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 its 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 than those shown 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 January 8, 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. Returns for Class R6 Shares prior to its inception date are based on the performance of Class R5 Shares from January 9, 2009 to December 23, 2013, Select Class Shares from May 1, 2006 to January 8, 2009 and Class A Shares prior to May 1, 2006. 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 $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 December 31, 2003 to December 31, 2013. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, 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 gain distributions of the securities included in the benchmark, if applicable. 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 incurred by the Fund. The Russell 3000 Growth Index is an unmanaged index which measures the performance of those Russell 3000 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



4	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

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 shown in this section does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

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 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.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	5

JPMorgan Mid Cap Core Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Select Class Shares)*		18.77%
Russell Midcap Index		16.73%

Net Assets as of 12/31/2013 (In Thousands)	$	1,029,301

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) outperformed the Russell Midcap Index (the “Benchmark”) for the six months ended December 31, 2013. The Fund’s stock selection in the financial services and technology sectors contributed to relative performance, while stock selection in the consumer discretionary and energy sectors detracted from performance, though in the latter case the impact was modest.

Individual contributors to relative performance included the Fund’s positions in Alliance Data Systems Corp., Twitter Inc., and FleetCor Technologies Inc. Shares of Alliance Data, a provider of marketing and customer loyalty programs, rose on strong quarterly earnings and the company’s upward revision of its forecast for 2013 results. Shares of Twitter, a provider of social networking and so-called micro-blogging services, retained their strength following the company’s initial public offering in November. Shares of FleetCor, a manager of commercial vehicle fuel cards, gained from overall growth in its core business line, along with rising earnings and revenue.

Individual detractors from relative performance included Urban Outfitters Inc., MSC Industrial Direct Inc and Gap Inc. Shares of Urban Oufitters, a retail clothing chain, slumped on mistakes in fashion trends both at its namesake stores and at its Anthropologie retail unit. Shares of MSC Industrial, a maker of metalworking tools and related products, had a positive return for the period, but could not keep pace with the overall Benchmark. Shares of The Gap, a retail clothing chain, fell as sales among retailers were weak ahead of the important holiday season.

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.	Amphenol Corp., Class A	1.6	%
	2.	Carlisle Cos., Inc.	1.3
	3.	Harley-Davidson, Inc.	1.3
	4.	Mohawk Industries, Inc.	1.2
	5.	Xilinx, Inc.	1.2
	6.	Fortune Brands Home & Security, Inc.	1.1
	7.	Humana, Inc.	1.0
	8.	Alliance Data Systems Corp.	1.0
	9.	KLA-Tencor Corp.	1.0
	10.	MSC Industrial Direct Co., Inc., Class A	1.0


PORTFOLIO COMPOSITION BY SECTOR***
Consumer Discretionary	21.9	%
Financials	19.4
Industrials	16.3
Information Technology	14.4
Health Care	9.4
Materials	4.9
Energy	4.7
Utilities	4.5
Consumer Staples	2.3
Short-Term Investment	2.2

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

***

Percentages indicated are based on total investments as of December 31, 2013. The Fund’s portfolio composition is subject to change.



6	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2013

	INCEPTION DATE OF CLASS		6 MONTH*			1 YEAR			3 YEAR			SINCE INCEPTION
CLASS A SHARES		11/30/10
Without Sales Charge				18.49	%		36.92	%		16.19	%		17.88	%
With Sales Charge**				12.27			29.71			14.12			15.84
CLASS C SHARES		11/30/10
Without CDSC				18.20			36.25			15.63			17.29
With CDSC***				17.20			35.25			15.63			17.29
CLASS R2 SHARES		11/30/10		18.38			36.55			15.90			17.58
CLASS R5 SHARES		11/30/10		18.76			37.47			16.71			18.40
CLASS R6 SHARES		1/31/11		18.82			37.61			16.77			18.46
SELECT CLASS SHARES		11/30/10		18.77			37.39			16.53			18.22

Not annualized.

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 (11/30/10 TO 12/31/13)

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.

The fund commenced operations on November 30, 2010.

Returns for Class R6 Shares prior to its inception date are 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 December 31, 2013. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. 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 gain

distributions of the securities included in the benchmark, if applicable. 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 incurred 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.

Fund 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.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	7

JPMorgan Mid Cap Equity Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Select Class Shares)*		18.72%
Russell Midcap Index		16.73%

Net Assets as of 12/31/2013 (In Thousands)	$	1,268,665

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) outperformed the Russell Midcap Index (the “Benchmark”) for the six months ended December 31, 2013. The Fund’s stock selection in the financial services sector and the technology sector contributed to relative performance. Stock selection in the consumer discretionary sector was the notable detractor, while stock selection in the energy sector detracted from relative performance.

Individual contributors to relative performance included the Fund’s positions in Alliance Data Systems Corp., Twitter Inc., and FleetCor Technologies Inc. Shares of Alliance Data, a provider of marketing and customer loyalty programs, rose on continued strong growth in its private label credit card business. Also driving the stock’s performance was the accelerating growth in the Epsilon marketing business due to secular growth in targeted loyalty-based marketing programs.

We participated in the initial public offering of Twitter, a provider of social networking and so-called micro-blogging services, and the stock continued to perform well on the strength of its potential to monetize the use of mobile devices. Shares of FleetCor, a manager of commercial vehicle fuel cards, gained from overall growth in its core business line as it continued to generate strong organic growth and improved profit margins, while gaining global market share through acquisitions.

Individual detractors from relative performance included Urban Outfitters Inc., MSC Industrial Direct Inc and Gap Inc. Shares of Urban Oufitters, a retail clothing chain, were weak after the company reported a difficult back-to-school season at its core brand. Shares of MSC Industrial, a maker of metalworking tools and related products, fell due to a difficult outlook for profit margins amid rising expenses. Shares of Gap, a retail clothing chain, fell as sales among retailers were weak ahead of the holiday shopping season.

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, in their view, 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.	Amphenol Corp., Class A	1.5	%
	2.	Carlisle Cos., Inc.	1.3
	3.	Harley-Davidson, Inc.	1.3
	4.	Mohawk Industries, Inc.	1.2
	5.	Xilinx, Inc.	1.2
	6.	Fortune Brands Home & Security, Inc.	1.1
	7.	Humana, Inc.	1.0
	8.	Alliance Data Systems Corp.	1.0
	9.	KLA-Tencor Corp.	1.0
	10.	MSC Industrial Direct Co., Inc., Class A	1.0


PORTFOLIO COMPOSITION BY SECTOR***
Consumer Discretionary	21.3	%
Financials	18.7
Industrials	15.9
Information Technology	13.9
Health Care	9.1
Materials	4.8
Energy	4.5
Utilities	4.4
Consumer Staples	2.3
Short-Term Investment	5.1

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

***

Percentages indicated are based on total investments as of December 31, 2013. The Fund’s portfolio composition is subject to change.



8	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2013

	INCEPTION DATE OF CLASS		6 MONTH*			1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		11/2/09
Without Sales Charge				18.51	%		36.26	%		21.07	%		10.13	%
With Sales Charge**				12.29			29.09			19.77			9.54
CLASS C SHARES		11/2/09
Without CDSC				18.22			35.58			20.57			9.90
With CDSC***				17.22			34.58			20.57			9.90
SELECT CLASS SHARES		1/1/97		18.72			36.74			21.42			10.29

Not annualized.

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 (12/31/03 TO 12/31/13)

Returns for Class A and Class C Shares prior to their inception date are 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 and the Lipper Mid-Cap Core Funds Index from December 31, 2003 to December 31, 2013. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, if any, and does not include a sales charge. 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 gain distributions of the securities included in the benchmark, if applicable. 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 incurred 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.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	9

JPMorgan Mid Cap Growth Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Select Class Shares)*		23.45%
Russell Midcap Growth Index		18.34%

Net Assets as of 12/31/2013 (In Thousands)	$	1,908,183

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) outperformed the Russell Midcap Growth Index (the “Benchmark”) for the six months ended December 31, 2013. The Fund’s stock selection in the financial services sector and the technology sector contributed to relative performance. The Fund’s stock selection in the consumer discretionary sector and the energy sector detracted from performance, though in the latter case the impact was not significant.

Individual contributors to relative performance included Twitter Inc., Alliance Data Systems Inc. and Onyx Pharmaceuticals Inc. Shares of Twitter, a provider of social networking and micro-blogging services, contributed to performance given our participation in their successful IPO and continued strength in the stock given their strong mobile monetization potential. Shares of Alliance Data, a provider of marketing and customer loyalty programs, rose on continued strong growth in the private label credit card business. Driving the stock’s performance was also the accelerating growth in the Epsilon marketing business due to secular growth in targeted loyalty based marketing programs. Shares of Onyx, a maker of anti-cancer drugs, rose sharply after it agreed to an all-cash takeover offer from Amgen Inc.

Individual detractors to relative performance included Urban Outfitters Inc., Lululemon Athletica Inc. and Plains All American Pipeline LP. Shares of Urban Oufitters, a retail clothing chain, were weak after reporting a difficult back-to-school season at its core Urban Outfitters brand as lack of compelling fashion across retail led to a more promotional environment. Shares of Lululemon, a maker of athletic apparel, fell after the company cut its forecast for its fiscal fourth-quarter results, which indicated much lower organic retail growth than market expectations. Shares of Plains All American, an operator of pipelines and storage for crude, natural gas and refined product, were weak due to the increase in interest rates, which put pressure on high yielding equities and master limited partnerships like Plains All American.

HOW WAS THE FUND POSITIONED?

The Fund’s portfolio managers utilized a bottom-up approach to stock selection, researching individual companies in an effort to construct a portfolio of stocks that have strong fundamentals. The Fund’s portfolio managers sought to invest in high quality companies with durable franchises that, in their view, possessed the ability to generate strong future earnings growth.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Harley-Davidson, Inc.	2.7	%
	2.	Alliance Data Systems Corp.	2.0
	3.	Flowserve Corp.	1.8
	4.	Pall Corp.	1.8
	5.	Illumina, Inc.	1.8
	6.	Affiliated Managers Group, Inc.	1.8
	7.	Michael Kors Holdings Ltd.	1.7
	8.	Moody’s Corp.	1.7
	9.	Agilent Technologies, Inc.	1.7
	10.	Acuity Brands, Inc.	1.6


PORTFOLIO COMPOSITION BY SECTOR***
Consumer Discretionary	23.7	%
Industrials	22.3
Information Technology	19.1
Health Care	13.9
Financials	11.9
Energy	4.7
Materials	2.2
Short-Term Investment	2.2

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

***

Percentages indicated are based on total investments as of December 31, 2013. The Fund’s portfolio composition is subject to change.



10	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2013

	INCEPTION DATE OF CLASS		6 MONTH*			1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		2/18/92
Without Sales Charge				23.28	%		41.90	%		22.46	%		9.57	%
With Sales Charge**				16.81			34.48			21.13			8.98
CLASS B SHARES		1/14/94
Without CDSC				22.97			41.21			21.82			9.03
With CDSC***				17.97			36.21			21.63			9.03
CLASS C SHARES		11/4/97
Without CDSC				22.97			41.19			21.81			8.92
With CDSC****				21.97			40.19			21.81			8.92
CLASS R2 SHARES		6/19/09		23.17			41.68			22.25			9.40
CLASS R5 SHARES		11/1/11		23.55			42.53			22.91			9.92
CLASS R6 SHARES		11/1/11		23.57			42.59			22.93			9.93
SELECT CLASS SHARES		3/2/89		23.45			42.34			22.82			9.88

Not annualized.

Sales Charge for Class A Shares is 5.25%.

***

Assumes a 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 (12/31/03 TO 12/31/13)

Returns for the Class R2, Class R5 and Class R6 Shares prior to their inception dates are based on the performance of Select Class Shares. Prior performance for Class R2 Shares has been adjusted to reflect the differences in expenses between classes. The actual returns of Class R5 and Class R6 Shares would have been different than those shown because Class R5 and Class R6 Shares have different expenses than Select Class Shares.

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 and the Lipper Mid-Cap Growth Funds Index from December 31, 2003 to December 31, 2013. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, 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 gain distributions of the securities included in the benchmark, if applicable. The

performance of the Lipper Mid-Cap Growth Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses incurred 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 Mid-Cap Growth Funds Index is an index 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.

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.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	11

JPMorgan Mid Cap Value Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)


Reporting Period Return:
Fund (Institutional Class Shares)*		14.52%
Russell Midcap Value Index		14.95%

Net Assets as of 12/31/2013 (In Thousands)	$	14,825,753

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 six months ended December 31, 2013. The Fund’s stock selection in the materials sector and its underweight position in the health care sector detracted from relative performance. The Fund’s stock selection and underweight position in the financials sector and its underweight position in the utilities sector contributed to relative performance.

Shares of real estate investment trusts Rayonier Inc. and HCP Inc. struggled as investor expectations of rising interest rates led to a de-emphasis on yield. Shares of Rayonier declined after the company’s 2014 pricing outlook indicated that price-per-unit declines might be structural. Investors responded by revising downward their long-term growth estimates for revenue and earnings, as well as the long-term outlook for the company’s dividends. Shares of HCP underperformed largely due to expectations of near-term headwinds, including a refinancing in February and the potential exercise of a buy option by one of its main tenants. The potentially more expensive debt from the refinancing and the reinvestment risks from the potential sale of assets are expected to meaningfully reduce income in 2014. The company also experienced a CEO change which introduced some uncertainty on future strategy.

Individual contributors to relative performance included the Fund’s positions in out-of-benchmark companies Ball Corp. and Idex Corp., and Dish Network Corp. Shares of Ball Corp., a metal and plastic packaging manufacturer, gained from better-than-expected volumes, earnings growth and a strong forecast of earnings growth. Shares of Idex, a maker of industrial and engineering equipment, jumped on its forecast of earnings and revenue growth and its announcement of a $300 million share repurchase plan. Shares of Dish Network, a provider of satellite television service, rose on the company’s aggressive moves to make deals and acquire companies that could help it expand beyond its core business.

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, in their view, sustainable levels of free cash flow. The portfolio continued to have a large overweight position in consumer discretionary stocks. The portfolio’s largest underweight position remained the financial sector due to the portfolio’s underweighting of REITs, based on their valuations. However, the Fund’s portfolio managers have been slowly and selectively adding positions in certain REITs that have niche business models.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Ball Corp.	2.0	%
	2.	Marsh & McLennan Cos., Inc.	1.9
	3.	Loews Corp.	1.8
	4.	Ameriprise Financial, Inc.	1.6
	5.	Amphenol Corp., Class A	1.6
	6.	AutoZone, Inc.	1.6
	7.	Kohl’s Corp.	1.6
	8.	Fifth Third Bancorp	1.5
	9.	Gap, Inc. (The)	1.5
	10.	Arrow Electronics, Inc.	1.5


PORTFOLIO COMPOSITION BY SECTOR***
Financials	27.0	%
Consumer Discretionary	20.0
Industrials	10.2
Information Technology	9.6
Utilities	9.1
Materials	7.8
Health Care	4.7
Consumer Staples	4.7
Energy	4.6
Short-Term Investment	2.3

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

***

Percentages indicated are based on total investments as of December 31, 2013. The Fund’s portfolio composition is subject to change.



12	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2013

	INCEPTION DATE OF CLASS		6 MONTH*			1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		4/30/01
Without Sales Charge				14.22	%		31.34	%		19.95	%		10.01	%
With Sales Charge**				8.20			24.43			18.67			9.42
CLASS B SHARES		4/30/01
Without CDSC				13.95			30.71			19.35			9.55
With CDSC***				8.95			25.71			19.16			9.55
CLASS C SHARES		4/30/01
Without CDSC				13.93			30.66			19.35			9.44
With CDSC****				12.93			29.66			19.35			9.44
CLASS R2 SHARES		11/3/08		14.07			30.99			19.64			9.86
INSTITUTIONAL CLASS SHARES		11/13/97		14.52			31.99			20.55			10.56
SELECT CLASS SHARES		10/31/01		14.39			31.66			20.25			10.29

Not annualized.

Sales Charge for Class A Shares is 5.25%.

***

Assumes a 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 (12/31/03 TO 12/31/13)

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 Midcap Value Index, the Lipper Mid-Cap Value Funds Index and the Lipper Multi-Cap Core Funds Index from December 31, 2003 to December 31, 2013. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, 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 gain distributions of the securities included in the benchmark, if applicable. The performance of the Lipper Mid-Cap Value Funds Index and the Lipper Multi-Cap Core Funds Index includes

expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses incurred 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 Value Funds Index and the Lipper Multi-Cap Core Funds Index are indexes based on total returns of certain groups of 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.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	13

JPMorgan Multi-Cap Market Neutral Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Select Class Shares)*		1.61%
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index		0.03%

Net Assets as of 12/31/13 (In Thousands)	$	422,119

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 six months ended December 31, 2013.

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

During the reporting period, the Fund’s stock selection process produced positive returns in the industrials and health care sectors and negative returns in the energy and consumer staples sectors.

Individual contributors to Fund returns included long positions in Pitney Bowes Inc., Yahoo! Inc. and United Therapeutics Corp. Shares of Pitney Bowes, a maker of mail processing equipment, software and services, rose on the company’s good cash flow and expanding profit margins. Shares of Yahoo, an online portal, rose on its acquisition of Tumblr and investors response to Chief Executive Marissa Mayer’s strategic plans. Shares of United Therapeutics, a biotechnology company, climbed after the U.S. Food and Drug Administration approved the company’s oral formulation of its high blood pressure drug.

Individual detractors from Fund returns included short positions in Stratasys Ltd., United Natural Foods Inc. and athenahealth Inc. Shares of Stratasys, a maker of three-dimensional printers and materials, rose on the company’s upward revisions to its forecast for revenue and earnings growth. Shares of

United Natural, a distributor of natural foods and products, gained from growth in quarterly earnings and sales. Shares of athenahealth, a provider of business services to the health care sector, benefited from positive comments from several securities analysts and from a general increase in health care stocks overall.

HOW WAS THE FUND POSITIONED?


TOP TEN LONG POSITIONS OF THE PORTFOLIO***
	1.	Pitney Bowes, Inc.	1.1	%
	2.	R.R. Donnelley & Sons Co.	1.1
	3.	Activision Blizzard, Inc.	1.1
	4.	Manpowergroup, Inc.	1.1
	5.	Computer Sciences Corp.	1.0
	6.	Yahoo!, Inc.	1.0
	7.	Omnicare, Inc.	1.0
	8.	United Therapeutics Corp.	1.0
	9.	Western Digital Corp.	1.0
	10.	Medtronic, Inc.	1.0


TOP TEN SHORT POSITIONS OF THE PORTFOLIO****
	1.	Hain Celestial Group, Inc. (The)		1.2	%
	2.	Salesforce.com, Inc.		1.2
	3.	Copart, Inc.	��	1.2
	4.	Stratasys Ltd.		1.1
	5.	Brown-Forman Corp., Class B		1.1
	6.	United Natural Foods, Inc.		1.1
	7.	Paychex, Inc.		1.1
	8.	Trimble Navigation Ltd.		1.1
	9.	McDermott International, Inc.		1.1
	10.	Charter Communications, Inc., Class A		1.1



14	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


LONG POSITION PORTFOLIO COMPOSITION BY SECTOR***
Information Technology	20.1	%
Industrials	16.6
Consumer Discretionary	15.1
Health Care	11.5
Consumer Staples	7.9
Energy	7.2
Financials	5.5
Materials	5.5
Utilities	2.7
Telecommunication Services	1.4
Short-Term Investment	6.5


SHORT POSITION PORTFOLIO COMPOSITION BY SECTOR****
Information Technology	20.5	%
Industrials	18.9
Consumer Discretionary	15.1
Health Care	12.2
Energy	8.9
Consumer Staples	8.9
Financials	7.0
Materials	4.6
Utilities	3.2
Telecommunication Services	0.7

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

***

Percentages indicated are based on total long investments as of December 31, 2013. The Fund’s portfolio composition is subject to change.

****

Percentages indicated are based on total short investments as of December 31, 2013. The Fund’s portfolio composition is subject to change.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	15

JPMorgan Multi-Cap Market Neutral Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited) (continued)


AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2013

	INCEPTION DATE OF CLASS		6 MONTH*			1 YEAR			5 YEAR			10 YEAR
CLASS A SHARES		5/23/03
Without Sales Charge				1.43	%		4.09	%		(0.28	)%		1.04	%
With Sales Charge**				(3.87	)		(1.39	)		(1.35	)		0.50
CLASS B SHARES		5/23/03
Without CDSC				1.29			3.51			(0.97	)		0.44
With CDSC***				(3.71	)		(1.49	)		(1.39	)		0.44
CLASS C SHARES		5/23/03
Without CDSC				1.18			3.51			(0.99	)		0.31
With CDSC****				0.18			2.51			(0.99	)		0.31
SELECT CLASS SHARES		5/23/03		1.61			4.34			(0.02	)		1.29

Not annualized.

Sales Charge for Class A Shares is 5.25%.

***

Assumes a 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 (12/31/03 TO 12/31/13)

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 December 31, 2003 to December 31, 2013. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, 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 gain distributions of the securities included in the benchmark, if applicable. 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 incurred 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. Investors cannot invest directly in an index. The Lipper Equity Market-Neutral Funds Average is an average based on the total returns of all mutual funds within the Fund’s designated category as determined by Lipper, Inc.

Select Class Shares have a $1,000,000 minimum initial investment.

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.



16	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

JPMorgan Value Advantage Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)


REPORTING PERIOD RETURN:
Fund (Institutional Class Shares)*		13.72%
Russell 3000 Value Index		14.60%

Net Assets as of 12/31/2013 (In Thousands)	$	5,458,712

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 six months ended December 31, 2013. The Fund’s stock selection in the materials sector and the materials sector were leading detractors from relative performance, while the Fund’s stock selection in the financials sector and the energy sector were leading contributors to relative performance.

Individual detractors from relative performance included Rayonier Inc., Cisco Systems Inc. and Xcel Energy Inc. Shares of Rayonier, a real estate investment trust that also provides forest products and performance fibers, fell after the company posted significantly lower than expected earnings. Shares of Cisco, a provider of networking products and services, fell on weakness in orders from emerging markets. Shares of Xcel Energy, an electricity and natural gas utility, performed well during the period but the Fund’s lack of a position in the stock hurt performance relative to the Benchmark.

Individual contributors to relative performance included Exxon Mobil Corp., Capital One Financial Corp. and Wells Fargo & Co. Shares of Exxon, an integrated oil and natural gas company, rose on news of its joint venture with Russian oil giant Rosneft, and on expectations of rising demand amid global economic growth. Shares of Capital One, a banking and credit-card lender, gained from better-than-expected earnings. Shares of Wells Fargo, a financial services company, weakened on expectations that rising interest rates would curb demand for the company’s residential mortgage business.

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, in their view, significant levels of free cash flow. The portfolio’s largest overweight continued to be the consumer discretionary sector, where the

Fund’s portfolio managers found what they believed to be compelling investment opportunities. The portfolio’s largest underweight was the industrials sector. In addition, the portfolio’s 2013 relative performance was hindered by above-average cash holdings. The cash position accrued because the Fund’s portfolio managers believed valuations were stretched and they did not want to invest in overvalued securities.


TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO***
	1.	Exxon Mobil Corp.	4.4	%
	2.	Wells Fargo & Co.	4.1
	3.	Pfizer, Inc.	2.2
	4.	Capital One Financial Corp.	2.1
	5.	Loews Corp.	1.8
	6.	Merck & Co., Inc.	1.7
	7.	Bank of America Corp.	1.7
	8.	Johnson & Johnson	1.7
	9.	Kohl’s Corp.	1.6
	10.	AutoZone, Inc.	1.5


PORTFOLIO COMPOSITION BY SECTOR***
Financials	30.4	%
Consumer Discretionary	16.4
Energy	9.4
Health Care	9.4
Utilities	6.5
Information Technology	6.1
Industrials	5.8
Consumer Staples	5.6
Materials	3.0
Telecommunication Services	1.0
Short-Term Investment	6.4

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

***

Percentages indicated are based on total investments as of December 31, 2013. The Fund’s portfolio composition is subject to change.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	17

JPMorgan Value Advantage Fund

FUND COMMENTARY

SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited) (continued)


AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2013

	INCEPTION DATE OF CLASS		6 MONTH*			1 YEAR			5 YEAR			SINCE INCEPTION
CLASS A SHARES		2/28/05
Without Sales Charge				13.43	%		31.59	%		20.65	%		9.41	%
With Sales Charge**				7.45			24.66			19.36			8.75
CLASS C SHARES		2/28/05
Without CDSC				13.18			30.95			20.04			8.87
With CDSC***				12.18			29.95			20.04			8.87
INSTITUTIONAL CLASS SHARES		2/28/05		13.72			32.27			21.26			9.90
SELECT CLASS SHARES		2/28/05		13.57			31.93			20.94			9.69

Not annualized.

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 12/31/13)

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 December 31, 2013. The performance of the Fund assumes reinvestment of all dividends and capital gain distributions, 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 gain distributions of the securities included in the benchmark, if applicable. 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 incurred 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.



18	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

JPMorgan Growth Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — 97.4%
		Consumer Discretionary — 20.0%
		Automobiles — 2.8%
	955	Harley-Davidson, Inc.		66,110
	105	Tesla Motors, Inc. (a)		15,715

				81,825

		Hotels, Restaurants & Leisure — 3.9%
	762	Apollo Global Management LLC, Class A		24,092
	1,089	Hilton Worldwide Holdings, Inc. (a)		24,239
	399	Las Vegas Sands Corp.		31,454
	461	Starbucks Corp.		36,122

				115,907

		Household Durables — 1.3%
	266	Mohawk Industries, Inc. (a)		39,592

		Internet & Catalog Retail — 4.3%
	158	Amazon.com, Inc. (a)		62,969
	68	Netflix, Inc. (a)		24,888
	32	priceline.com, Inc. (a)		37,662

				125,519

		Specialty Retail — 4.7%
	270	Advance Auto Parts, Inc.		29,906
	812	GameStop Corp., Class A		40,019
	526	Home Depot, Inc. (The)		43,278
	446	Williams-Sonoma, Inc.		26,004

				139,207

		Textiles, Apparel & Luxury Goods — 3.0%
	512	Lululemon Athletica, Inc., (Canada) (a)		30,223
	483	Michael Kors Holdings Ltd., (Hong Kong) (a)		39,239
	601	Wolverine World Wide, Inc.		20,397

				89,859

		Total Consumer Discretionary		591,909

		Energy — 4.8%
		Energy Equipment & Services — 1.5%
	206	Dril-Quip, Inc. (a)		22,635
	828	Frank’s International N.V., (Netherlands)		22,361

				44,996

		Oil, Gas & Consumable Fuels — 3.3%
	294	Antero Resources Corp. (a)		18,633
	736	Cabot Oil & Gas Corp.		28,531
	220	Concho Resources, Inc. (a)		23,760
	333	Phillips 66		25,684

				96,608

		Total Energy		141,604


SHARES		SECURITY DESCRIPTION	VALUE($)

		Financials — 8.1%
		Capital Markets — 2.1%
	199	Affiliated Managers Group, Inc. (a)		43,159
	419	Lazard Ltd., (Bermuda), Class A		18,971

				62,130

		Commercial Banks — 1.8%
	766	East West Bancorp, Inc.		26,791
	266	Signature Bank (a)		28,563

				55,354

		Diversified Financial Services — 1.3%
	480	Moody’s Corp.		37,681

		Insurance — 1.7%
	266	ACE Ltd., (Switzerland)		27,487
	681	Amtrust Financial Services, Inc.		22,260

				49,747

		Real Estate Management & Development — 1.2%
	1,349	CBRE Group, Inc., Class A (a)		35,484

		Total Financials		240,396

		Health Care — 14.9%
		Biotechnology — 7.8%
	209	Aegerion Pharmaceuticals, Inc. (a)		14,809
	177	Biogen Idec, Inc. (a)		49,376
	365	Celgene Corp. (a)		61,586
	1,059	Gilead Sciences, Inc. (a)		79,614
	95	Regeneron Pharmaceuticals, Inc. (a)		26,120

				231,505

		Health Care Equipment & Supplies — 0.6%
	1,081	Novadaq Technologies, Inc., (Canada) (a)		17,817

		Health Care Providers & Services — 2.7%
	452	Acadia Healthcare Co., Inc. (a)		21,384
	544	Premier, Inc., Class A (a)		20,005
	487	UnitedHealth Group, Inc.		36,663

				78,052

		Life Sciences Tools & Services — 2.5%
	681	Agilent Technologies, Inc.		38,935
	310	Illumina, Inc. (a)		34,281

				73,216

		Pharmaceuticals — 1.3%
	328	Valeant Pharmaceuticals International, Inc. (a)		38,542

		Total Health Care		439,132

		Industrials — 17.8%
		Aerospace & Defense — 1.3%
	143	Precision Castparts Corp.		38,537

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	19

JPMorgan Growth Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Airlines — 0.9%
	985	Delta Air Lines, Inc.		27,050

		Building Products — 1.2%
	780	Fortune Brands Home & Security, Inc.		35,660

		Electrical Equipment — 1.6%
	432	Acuity Brands, Inc.		47,193

		Industrial Conglomerates — 1.4%
	503	Carlisle Cos., Inc.		39,946

		Machinery — 3.1%
	596	Flowserve Corp.		46,990
	522	Pall Corp.		44,536

				91,526

		Marine — 1.0%
	307	Kirby Corp. (a)		30,430

		Professional Services — 1.3%
	302	Towers Watson & Co., Class A		38,525

		Road & Rail — 3.1%
	201	Canadian Pacific Railway Ltd., (Canada)		30,370
	1,153	Hertz Global Holdings, Inc. (a)		32,999
	541	Old Dominion Freight Line, Inc. (a)		28,660

				92,029

		Trading Companies & Distributors — 2.9%
	781	Air Lease Corp.		24,264
	1,119	HD Supply Holdings, Inc. (a)		26,855
	592	Rush Enterprises, Inc., Class A (a)		17,541
	179	Watsco, Inc.		17,176

				85,836

		Total Industrials		526,732

		Information Technology — 29.0%
		Communications Equipment — 2.0%
	959	Ciena Corp. (a)		22,958
	350	Palo Alto Networks, Inc. (a)		20,126
	1,222	Ruckus Wireless, Inc. (a)		17,359

				60,443

		Computers & Peripherals — 3.0%
	156	Apple, Inc.		87,617

		Electronic Equipment, Instruments & Components — 1.0%
	335	Amphenol Corp., Class A		29,831

		Internet Software & Services — 8.7%
	491	Dealertrack Technologies, Inc. (a)		23,617
	1,028	Facebook, Inc., Class A (a)		56,212
	106	Google, Inc., Class A (a)		119,244
	99	LinkedIn Corp., Class A (a)		21,444
	565	Trulia, Inc. (a)		19,942


SHARES		SECURITY DESCRIPTION	VALUE($)

		Internet Software & Services — Continued
	239	Twitter, Inc. (a)		15,231

				255,690

		IT Services — 6.6%
	155	Alliance Data Systems Corp. (a)		40,859
	385	Cognizant Technology Solutions Corp., Class A (a)		38,898
	257	FleetCor Technologies, Inc. (a)		30,089
	100	MasterCard, Inc., Class A		83,797

				193,643

		Semiconductors & Semiconductor Equipment — 2.9%
	1,668	Applied Materials, Inc.		29,500
	620	Avago Technologies Ltd., (Singapore)		32,776
	428	Lam Research Corp. (a)		23,299

				85,575

		Software — 4.8%
	521	Adobe Systems, Inc. (a)		31,198
	63	CommVault Systems, Inc. (a)		4,745
	469	Infoblox, Inc. (a)		15,473
	781	Microsoft Corp.		29,233
	329	ServiceNow, Inc. (a)		18,433
	228	Splunk, Inc. (a)		15,664
	336	Workday, Inc., Class A (a)		27,958

				142,704

		Total Information Technology		855,503

		Materials — 2.8%
		Chemicals — 2.8%
	210	Ecolab, Inc.		21,939
	188	PPG Industries, Inc.		35,656
	129	Sherwin-Williams Co. (The)		23,653

		Total Materials		81,248

		Total Common Stocks (Cost $1,991,366)		2,876,524

	Short-Term Investment — 2.8%
		Investment Company — 2.8%
	81,356	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.010% (b) (l) (m) (Cost $81,356)		81,356

		Total Investments — 100.2% (Cost $2,072,722)		2,957,880
		Liabilities in Excess of Other Assets — (0.2)%		(4,998	)

		NET ASSETS — 100.0%	$	2,952,882

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



20	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

JPMorgan Mid Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — 97.8%
		Consumer Discretionary — 21.9%
		Auto Components — 0.5%
	94	BorgWarner, Inc.		5,233

		Automobiles — 1.7%
	198	Harley-Davidson, Inc.		13,726
	28	Tesla Motors, Inc. (a)		4,226

				17,952

		Distributors — 0.2%
	30	Genuine Parts Co.		2,507

		Hotels, Restaurants & Leisure — 3.1%
	5	Chipotle Mexican Grill, Inc. (a)		2,877
	17	Darden Restaurants, Inc.		917
	17	Extended Stay America, Inc. (a)		449
	186	Hilton Worldwide Holdings, Inc. (a)		4,141
	101	Marriott International, Inc., Class A		4,981
	140	Norwegian Cruise Line Holdings Ltd. (a)		4,969
	22	Panera Bread Co., Class A (a)		3,799
	29	Wynn Resorts Ltd.		5,535
	50	Yum! Brands, Inc.		3,795

				31,463

		Household Durables — 1.7%
	75	Jarden Corp. (a)		4,608
	86	Mohawk Industries, Inc. (a)		12,776

				17,384

		Internet & Catalog Retail — 1.5%
	103	Expedia, Inc.		7,174
	18	Netflix, Inc. (a)		6,664
	14	TripAdvisor, Inc. (a)		1,168

				15,006

		Media — 2.1%
	63	CBS Corp. (Non-Voting), Class B		3,993
	108	Clear Channel Outdoor Holdings, Inc. Class A		1,100
	67	Discovery Communications, Inc., Class A (a)		6,094
	125	DISH Network Corp., Class A (a)		7,267
	120	Gannett Co., Inc.		3,555

				22,009

		Multiline Retail — 1.3%
	75	Family Dollar Stores, Inc.		4,884
	141	Kohl’s Corp.		7,974

				12,858

		Specialty Retail — 7.3%
	48	Advance Auto Parts, Inc.		5,301
	17	AutoZone, Inc. (a)		7,985


SHARES		SECURITY DESCRIPTION	VALUE($)

		Specialty Retail — Continued
	52	Bed Bath & Beyond, Inc. (a)		4,138
	142	GameStop Corp., Class A		7,005
	193	Gap, Inc. (The)		7,527
	48	O’Reilly Automotive, Inc. (a)		6,204
	76	PetSmart, Inc.		5,530
	85	Ross Stores, Inc.		6,399
	82	Signet Jewelers Ltd. (Bermuda)		6,430
	35	Tiffany & Co.		3,231
	73	TJX Cos., Inc.		4,641
	103	Urban Outfitters, Inc. (a)		3,821
	127	Williams-Sonoma, Inc.		7,423

				75,635

		Textiles, Apparel & Luxury Goods — 2.5%
	89	Lululemon Athletica, Inc., (Canada) (a)		5,277
	111	Michael Kors Holdings Ltd., (Hong Kong) (a)		8,972
	39	PVH Corp.		5,291
	41	Under Armour, Inc., Class A (a)		3,579
	37	V.F. Corp.		2,308

				25,427

		Total Consumer Discretionary		225,474

		Consumer Staples — 2.3%
		Beverages — 1.1%
	69	Beam, Inc.		4,695
	20	Brown-Forman Corp., Class B		1,525
	106	Dr. Pepper Snapple Group, Inc.		5,184

				11,404

		Food & Staples Retailing — 0.5%
	122	Kroger Co. (The)		4,809

		Food Products — 0.3%
	39	Hershey Co. (The)		3,770

		Household Products — 0.4%
	36	Energizer Holdings, Inc.		3,880

		Total Consumer Staples		23,863

		Energy — 4.7%
		Energy Equipment & Services — 0.4%
	149	Frank’s International N.V., (Netherlands)		4,018

		Oil, Gas & Consumable Fuels — 4.3%
	52	Antero Resources Corp. (a)		3,311
	166	Cabot Oil & Gas Corp.		6,434
	54	Concho Resources, Inc. (a)		5,854
	77	Energen Corp.		5,453
	49	EQT Corp.		4,414

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	21

JPMorgan Mid Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Oil, Gas & Consumable Fuels — Continued
	110	PBF Energy, Inc., Class A		3,462
	95	Plains All American Pipeline LP		4,913
	131	QEP Resources, Inc.		4,003
	58	Southwestern Energy Co. (a)		2,269
	101	Williams Cos., Inc. (The)		3,893

				44,006

		Total Energy		48,024

		Financials — 19.4%
		Capital Markets — 4.9%
	42	Affiliated Managers Group, Inc. (a)		9,065
	69	Ameriprise Financial, Inc.		7,881
	181	Blackstone Group LP (The)		5,705
	141	Invesco Ltd.		5,131
	100	Lazard Ltd., (Bermuda), Class A		4,545
	47	Legg Mason, Inc.		2,036
	81	Northern Trust Corp.		5,002
	70	T. Rowe Price Group, Inc.		5,829
	168	TD Ameritrade Holding Corp.		5,157

				50,351

		Commercial Banks — 4.2%
	44	City National Corp.		3,478
	17	Cullen/Frost Bankers, Inc.		1,247
	164	East West Bancorp, Inc.		5,749
	363	Fifth Third Bancorp		7,630
	59	First Republic Bank		3,071
	245	Huntington Bancshares, Inc.		2,366
	54	M&T Bank Corp.		6,231
	50	Signature Bank (a)		5,317
	158	SunTrust Banks, Inc.		5,818
	90	Zions Bancorporation		2,683

				43,590

		Diversified Financial Services — 0.9%
	114	Moody’s Corp.		8,938

		Insurance — 5.6%
	9	Alleghany Corp. (a)		3,530
	78	Aon plc, (United Kingdom)		6,560
	81	Axis Capital Holdings Ltd., (Bermuda)		3,848
	37	Chubb Corp. (The)		3,620
	126	Hartford Financial Services Group, Inc.		4,565
	186	Loews Corp.		8,960
	196	Marsh & McLennan Cos., Inc.		9,475
	202	Old Republic International Corp.		3,493
	134	Unum Group		4,711


SHARES		SECURITY DESCRIPTION	VALUE($)

		Insurance — Continued
	94	W.R. Berkley Corp.		4,061
	138	XL Group plc, (Ireland)		4,407

				57,230

		Real Estate Investment Trusts (REITs) — 2.7%
	75	American Campus Communities, Inc.		2,408
	153	American Homes 4 Rent, Class A		2,476
	25	AvalonBay Communities, Inc.		2,956
	62	Brixmor Property Group, Inc. (a)		1,260
	95	HCP, Inc.		3,468
	236	Kimco Realty Corp.		4,670
	60	Rayonier, Inc.		2,534
	63	Regency Centers Corp.		2,937
	58	Vornado Realty Trust		5,190

				27,899

		Real Estate Management & Development — 1.0%
	182	Brookfield Office Properties, Inc.		3,500
	271	CBRE Group, Inc., Class A (a)		7,114

				10,614

		Thrifts & Mortgage Finance — 0.1%
	134	Hudson City Bancorp, Inc.		1,268

		Total Financials		199,890

		Health Care — 9.4%
		Biotechnology — 1.1%
	47	Alexion Pharmaceuticals, Inc. (a)		6,307
	68	Vertex Pharmaceuticals, Inc. (a)		5,045

				11,352

		Health Care Equipment & Supplies — 0.9%
	102	CareFusion Corp. (a)		4,045
	76	Sirona Dental Systems, Inc. (a)		5,356

				9,401

		Health Care Providers & Services — 3.8%
	74	AmerisourceBergen Corp.		5,236
	169	Brookdale Senior Living, Inc. (a)		4,591
	80	Cigna Corp.		6,965
	130	Envision Healthcare Holdings, Inc. (a)		4,607
	28	Henry Schein, Inc. (a)		3,237
	102	Humana, Inc.		10,560
	103	Premier, Inc., Class A (a)		3,779

				38,975

		Life Sciences Tools & Services — 2.1%
	151	Agilent Technologies, Inc.		8,614
	172	Bruker Corp. (a)		3,399

SEE NOTES TO FINANCIAL STATEMENTS.



22	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Life Sciences Tools & Services — Continued
	83	Illumina, Inc. (a)		9,137

				21,150

		Pharmaceuticals — 1.5%
	44	Actavis plc (a)		7,375
	21	Jazz Pharmaceuticals plc, (Ireland) (a)		2,645
	46	Valeant Pharmaceuticals International, Inc. (a)		5,365

				15,385

		Total Health Care		96,263

		Industrials — 16.3%
		Aerospace & Defense — 0.2%
	60	DigitalGlobe, Inc. (a)		2,448

		Airlines — 0.7%
	259	Delta Air Lines, Inc.		7,117

		Building Products — 1.1%
	245	Fortune Brands Home & Security, Inc.		11,206

		Commercial Services & Supplies — 0.6%
	54	Stericycle, Inc. (a)		6,273

		Construction & Engineering — 0.5%
	64	Fluor Corp.		5,171

		Electrical Equipment — 2.9%
	75	Acuity Brands, Inc.		8,221
	103	AMETEK, Inc.		5,420
	107	Generac Holdings, Inc.		6,055
	38	Hubbell, Inc., Class B		4,095
	80	Regal-Beloit Corp.		5,861

				29,652

		Industrial Conglomerates — 1.3%
	173	Carlisle Cos., Inc.		13,770

		Machinery — 3.7%
	121	Flowserve Corp.		9,523
	88	IDEX Corp.		6,501
	108	Pall Corp.		9,218
	103	Rexnord Corp. (a)		2,779
	52	Snap-on, Inc.		5,670
	46	WABCO Holdings, Inc. (a)		4,259

				37,950

		Marine — 0.6%
	65	Kirby Corp. (a)		6,461

		Professional Services — 1.0%
	88	Equifax, Inc.		6,079
	33	Towers Watson & Co., Class A		4,147

				10,226


SHARES		SECURITY DESCRIPTION	VALUE($)

		Road & Rail — 1.7%
	36	Canadian Pacific Railway Ltd., (Canada)		5,402
	267	Hertz Global Holdings, Inc. (a)		7,647
	55	J.B. Hunt Transport Services, Inc.		4,283

				17,332

		Trading Companies & Distributors — 2.0%
	160	Air Lease Corp.		4,979
	197	HD Supply Holdings, Inc. (a)		4,723
	128	MSC Industrial Direct Co., Inc., Class A		10,387

				20,089

		Total Industrials		167,695

		Information Technology — 14.4%
		Communications Equipment — 1.2%
	134	Aruba Networks, Inc. (a)		2,400
	171	Ciena Corp. (a)		4,083
	123	CommScope Holding Co., Inc. (a)		2,333
	72	Palo Alto Networks, Inc. (a)		4,155

				12,971

		Computers & Peripherals — 0.3%
	32	3D Systems Corp. (a)		2,927

		Electronic Equipment, Instruments & Components — 2.3%
	184	Amphenol Corp., Class A		16,385
	138	Arrow Electronics, Inc. (a)		7,490

				23,875

		Internet Software & Services — 0.5%
	22	LinkedIn Corp., Class A (a)		4,792

		IT Services — 2.8%
	40	Alliance Data Systems Corp. (a)		10,517
	128	CoreLogic, Inc. (a)		4,534
	53	FleetCor Technologies, Inc. (a)		6,257
	120	Jack Henry & Associates, Inc.		7,123

				28,431

		Semiconductors & Semiconductor Equipment — 4.4%
	142	Analog Devices, Inc.		7,253
	445	Applied Materials, Inc.		7,877
	140	Avago Technologies Ltd., (Singapore)		7,426
	161	KLA-Tencor Corp.		10,410
	273	Xilinx, Inc.		12,554

				45,520

		Software — 2.9%
	11	CommVault Systems, Inc. (a)		854
	54	Guidewire Software, Inc. (a)		2,655
	88	Red Hat, Inc. (a)		4,948

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	23

JPMorgan Mid Cap Core Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Software — Continued
	68	ServiceNow, Inc. (a)		3,825
	51	Splunk, Inc. (a)		3,482
	138	Synopsys, Inc. (a)		5,612
	38	Tableau Software, Inc., Class A (a)		2,626
	66	Workday, Inc., Class A (a)		5,455

				29,457

		Total Information Technology		147,973

		Materials — 4.9%
		Chemicals — 3.0%
	58	Airgas, Inc.		6,468
	95	Albemarle Corp.		6,043
	27	PPG Industries, Inc.		5,197
	46	Sherwin-Williams Co. (The)		8,445
	57	Sigma-Aldrich Corp.		5,327

				31,480

		Containers & Packaging — 1.9%
	196	Ball Corp.		10,141
	44	Rock Tenn Co., Class A		4,588
	97	Silgan Holdings, Inc.		4,681

				19,410

		Total Materials		50,890

		Utilities — 4.5%
		Electric Utilities — 1.4%
	93	Edison International		4,323
	158	Westar Energy, Inc.		5,074
	169	Xcel Energy, Inc.		4,727

				14,124


SHARES		SECURITY DESCRIPTION	VALUE($)

		Gas Utilities — 0.7%
	45	National Fuel Gas Co.		3,195
	201	Questar Corp.		4,620

				7,815

		Multi-Utilities — 2.4%
	200	CenterPoint Energy, Inc.		4,635
	185	CMS Energy Corp.		4,964
	148	NiSource, Inc.		4,878
	71	Sempra Energy		6,406
	97	Wisconsin Energy Corp.		3,996

				24,879

		Total Utilities		46,818

		Total Common Stocks (Cost $819,886)		1,006,890

	Short-Term Investment — 2.2%
		Investment Company — 2.2%
	22,556	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.010% (b) (l) (m) (Cost $22,556)		22,556

		Total Investments — 100.0% (Cost $842,442)		1,029,446
		Liabilities in Excess of Other Assets — 0.0% (g)		(145	)

		NET ASSETS — 100.0%	$	1,029,301

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



24	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — 97.5%
		Consumer Discretionary — 21.9%
		Auto Components — 0.5%
	116	BorgWarner, Inc.		6,458

		Automobiles — 1.8%
	244	Harley-Davidson, Inc.		16,916
	35	Tesla Motors, Inc. (a)		5,218

				22,134

		Distributors — 0.2%
	37	Genuine Parts Co.		3,085

		Hotels, Restaurants & Leisure — 3.1%
	7	Chipotle Mexican Grill, Inc. (a)		3,516
	21	Darden Restaurants, Inc.		1,131
	21	Extended Stay America, Inc. (a)		546
	230	Hilton Worldwide Holdings, Inc. (a)		5,109
	124	Marriott International, Inc., Class A		6,116
	172	Norwegian Cruise Line Holdings Ltd. (a)		6,108
	27	Panera Bread Co., Class A (a)		4,700
	35	Wynn Resorts Ltd.		6,817
	62	Yum! Brands, Inc.		4,666

				38,709

		Household Durables — 1.7%
	92	Jarden Corp. (a)		5,663
	106	Mohawk Industries, Inc. (a)		15,722

				21,385

		Internet & Catalog Retail — 1.5%
	126	Expedia, Inc.		8,804
	22	Netflix, Inc. (a)		8,210
	17	TripAdvisor, Inc. (a)		1,444

				18,458

		Media — 2.1%
	77	CBS Corp. (Non-Voting), Class B		4,902
	134	Clear Channel Outdoor Holdings, Inc., Class A		1,363
	83	Discovery Communications, Inc., Class A (a)		7,514
	154	DISH Network Corp., Class A (a)		8,913
	142	Gannett Co., Inc.		4,194

				26,886

		Multiline Retail — 1.2%
	92	Family Dollar Stores, Inc.		5,995
	172	Kohl’s Corp.		9,778

				15,773

		Specialty Retail — 7.3%
	59	Advance Auto Parts, Inc.		6,541


SHARES		SECURITY DESCRIPTION	VALUE($)

		Specialty Retail — Continued
	20	AutoZone, Inc. (a)		9,793
	63	Bed Bath & Beyond, Inc. (a)		5,073
	175	GameStop Corp., Class A		8,635
	236	Gap, Inc. (The)		9,233
	60	O’Reilly Automotive, Inc. (a)		7,658
	93	PetSmart, Inc.		6,788
	105	Ross Stores, Inc.		7,890
	101	Signet Jewelers Ltd., (Bermuda)		7,925
	43	Tiffany & Co.		3,969
	89	TJX Cos., Inc.		5,696
	127	Urban Outfitters, Inc. (a)		4,716
	157	Williams-Sonoma, Inc.		9,146

				93,063

		Textiles, Apparel & Luxury Goods — 2.5%
	110	Lululemon Athletica, Inc., (Canada) (a)		6,508
	136	Michael Kors Holdings Ltd., (Hong Kong) (a)		11,058
	48	PVH Corp.		6,498
	51	Under Armour, Inc., Class A (a)		4,417
	45	V.F. Corp.		2,834

				31,315

		Total Consumer Discretionary		277,266

		Consumer Staples — 2.3%
		Beverages — 1.1%
	85	Beam, Inc.		5,762
	25	Brown-Forman Corp., Class B		1,880
	131	Dr. Pepper Snapple Group, Inc.		6,367

				14,009

		Food & Staples Retailing — 0.5%
	149	Kroger Co. (The)		5,903

		Food Products — 0.3%
	48	Hershey Co. (The)		4,634

		Household Products — 0.4%
	44	Energizer Holdings, Inc.		4,772

		Total Consumer Staples		29,318

		Energy — 4.7%
		Energy Equipment & Services — 0.4%
	184	Frank’s International N.V., (Netherlands)		4,960

		Oil, Gas & Consumable Fuels — 4.3%
	65	Antero Resources Corp. (a)		4,092
	205	Cabot Oil & Gas Corp.		7,934
	67	Concho Resources, Inc. (a)		7,214
	95	Energen Corp.		6,691

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	25

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES			SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
			Oil, Gas & Consumable Fuels — Continued
	60		EQT Corp.		5,422
	132		PBF Energy, Inc., Class A		4,149
	117		Plains All American Pipeline LP		6,062
	160		QEP Resources, Inc.		4,917
	73		Southwestern Energy Co. (a)		2,877
	124		Williams Cos., Inc. (The)		4,771

					54,129

			Total Energy		59,089

			Financials — 19.3%
			Capital Markets — 4.8%
	52		Affiliated Managers Group, Inc. (a)		11,169
	77		Ameriprise Financial, Inc.		8,802
	223		Blackstone Group LP (The)		7,037
	173		Invesco Ltd.		6,298
	124		Lazard Ltd., (Bermuda), Class A		5,606
	57		Legg Mason, Inc.		2,490
	99		Northern Trust Corp.		6,141
	85		T. Rowe Price Group, Inc.		7,158
	207		TD Ameritrade Holding Corp.		6,349

					61,050

			Commercial Banks — 4.2%
	54		City National Corp.		4,272
	21	��	Cullen/Frost Bankers, Inc.		1,545
	192		East West Bancorp, Inc.		6,721
	445		Fifth Third Bancorp		9,359
	72		First Republic Bank		3,777
	302		Huntington Bancshares, Inc.		2,913
	65		M&T Bank Corp.		7,573
	61		Signature Bank (a)		6,553
	194		SunTrust Banks, Inc.		7,139
	104		Zions Bancorporation		3,113

					52,965

			Diversified Financial Services — 0.9%
	140		Moody’s Corp.		11,009

			Insurance — 5.6%
	11		Alleghany Corp. (a)		4,288
	96		Aon plc, (United Kingdom)		8,087
	100		Axis Capital Holdings Ltd., (Bermuda)		4,747
	46		Chubb Corp. (The)		4,446
	155		Hartford Financial Services Group, Inc.		5,605
	228		Loews Corp.		10,989
	240		Marsh & McLennan Cos., Inc.		11,621
	249		Old Republic International Corp.		4,293


SHARES		SECURITY DESCRIPTION	VALUE($)

		Insurance — Continued
	165	Unum Group		5,783
	115	W.R. Berkley Corp.		4,991
	170	XL Group plc, (Ireland)		5,412

				70,262

		Real Estate Investment Trusts (REITs) — 2.7%
	92	American Campus Communities, Inc.		2,964
	188	American Homes 4 Rent, Class A		3,046
	31	AvalonBay Communities, Inc.		3,656
	77	Brixmor Property Group, Inc. (a)		1,559
	117	HCP, Inc.		4,264
	290	Kimco Realty Corp.		5,732
	74	Rayonier, Inc.		3,107
	78	Regency Centers Corp.		3,611
	72	Vornado Realty Trust		6,369

				34,308

		Real Estate Management & Development — 1.0%
	223	Brookfield Office Properties, Inc.		4,301
	334	CBRE Group, Inc., Class A (a)		8,771

				13,072

		Thrifts & Mortgage Finance — 0.1%
	166	Hudson City Bancorp, Inc.		1,568

		Total Financials		244,234

		Health Care — 9.3%
		Biotechnology — 1.1%
	59	Alexion Pharmaceuticals, Inc. (a)		7,784
	84	Vertex Pharmaceuticals, Inc. (a)		6,219

				14,003

		Health Care Equipment & Supplies — 0.9%
	125	CareFusion Corp. (a)		4,966
	94	Sirona Dental Systems, Inc. (a)		6,606

				11,572

		Health Care Providers & Services — 3.8%
	91	AmerisourceBergen Corp.		6,427
	208	Brookdale Senior Living, Inc. (a)		5,664
	98	Cigna Corp.		8,542
	160	Envision Healthcare Holdings, Inc. (a)		5,687
	35	Henry Schein, Inc. (a)		3,981
	126	Humana, Inc.		12,998
	127	Premier, Inc., Class A (a)		4,665

				47,964

SEE NOTES TO FINANCIAL STATEMENTS.



26	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Life Sciences Tools & Services — 2.0%
	186	Agilent Technologies, Inc.		10,614
	212	Bruker Corp. (a)		4,195
	102	Illumina, Inc. (a)		11,259

				26,068

		Pharmaceuticals — 1.5%
	54	Actavis plc (a)		9,089
	26	Jazz Pharmaceuticals plc, (Ireland) (a)		3,278
	56	Valeant Pharmaceuticals International, Inc. (a)		6,621

				18,988

		Total Health Care		118,595

		Industrials — 16.3%
		Aerospace & Defense — 0.2%
	74	DigitalGlobe, Inc. (a)		3,029

		Airlines — 0.7%
	319	Delta Air Lines, Inc.		8,774

		Building Products — 1.1%
	306	Fortune Brands Home & Security, Inc.		13,986

		Commercial Services & Supplies — 0.6%
	67	Stericycle, Inc. (a)		7,744

		Construction & Engineering — 0.5%
	80	Fluor Corp.		6,383

		Electrical Equipment — 2.9%
	93	Acuity Brands, Inc.		10,134
	126	AMETEK, Inc.		6,654
	132	Generac Holdings, Inc.		7,471
	46	Hubbell, Inc., Class B		5,035
	98	Regal-Beloit Corp.		7,196

				36,490

		Industrial Conglomerates — 1.3%
	213	Carlisle Cos., Inc.		16,931

		Machinery — 3.7%
	149	Flowserve Corp.		11,730
	108	IDEX Corp.		7,978
	133	Pall Corp.		11,361
	127	Rexnord Corp. (a)		3,418
	64	Snap-on, Inc.		6,961
	56	WABCO Holdings, Inc. (a)		5,259

				46,707

		Marine — 0.6%
	80	Kirby Corp. (a)		7,970


SHARES		SECURITY DESCRIPTION	VALUE($)

		Professional Services — 1.0%
	108	Equifax, Inc.		7,456
	40	Towers Watson & Co., Class A		5,104

				12,560

		Road & Rail — 1.7%
	44	Canadian Pacific Railway Ltd., (Canada)		6,658
	329	Hertz Global Holdings, Inc. (a)		9,428
	68	J.B. Hunt Transport Services, Inc.		5,287

				21,373

		Trading Companies & Distributors — 2.0%
	198	Air Lease Corp.		6,142
	243	HD Supply Holdings, Inc. (a)		5,827
	158	MSC Industrial Direct Co., Inc., Class A		12,779

				24,748

		Total Industrials		206,695

		Information Technology — 14.3%
		Communications Equipment — 1.2%
	166	Aruba Networks, Inc. (a)		2,968
	211	Ciena Corp. (a)		5,037
	152	CommScope Holding Co., Inc. (a)		2,872
	89	Palo Alto Networks, Inc. (a)		5,132

				16,009

		Computers & Peripherals — 0.3%
	39	3D Systems Corp. (a)		3,624

		Electronic Equipment, Instruments & Components — 2.3%
	226	Amphenol Corp., Class A		20,151
	168	Arrow Electronics, Inc. (a)		9,103

				29,254

		Internet Software & Services — 0.5%
	27	LinkedIn Corp., Class A (a)		5,898

		IT Services — 2.7%
	49	Alliance Data Systems Corp. (a)		12,963
	157	CoreLogic, Inc. (a)		5,592
	66	FleetCor Technologies, Inc. (a)		7,710
	148	Jack Henry & Associates, Inc.		8,740

				35,005

		Semiconductors & Semiconductor Equipment — 4.4%
	175	Analog Devices, Inc.		8,896
	547	Applied Materials, Inc.		9,678
	168	Avago Technologies Ltd., (Singapore)		8,870
	198	KLA-Tencor Corp.		12,786
	336	Xilinx, Inc.		15,442

				55,672

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	27

JPMorgan Mid Cap Equity Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Software — 2.9%
	15	CommVault Systems, Inc. (a)		1,123
	67	Guidewire Software, Inc. (a)		3,278
	109	Red Hat, Inc. (a)		6,103
	84	ServiceNow, Inc. (a)		4,716
	63	Splunk, Inc. (a)		4,292
	170	Synopsys, Inc. (a)		6,887
	47	Tableau Software, Inc., Class A (a)		3,247
	81	Workday, Inc., Class A (a)		6,736

				36,382

		Total Information Technology		181,844

		Materials — 4.9%
		Chemicals — 3.0%
	71	Airgas, Inc.		7,937
	117	Albemarle Corp.		7,416
	34	PPG Industries, Inc.		6,411
	57	Sherwin-Williams Co. (The)		10,371
	70	Sigma-Aldrich Corp.		6,536

				38,671

		Containers & Packaging — 1.9%
	241	Ball Corp.		12,438
	54	Rock Tenn Co., Class A		5,637
	120	Silgan Holdings, Inc.		5,746

				23,821

		Total Materials		62,492

		Utilities — 4.5%
		Electric Utilities — 1.4%
	115	Edison International		5,307
	194	Westar Energy, Inc.		6,228


SHARES		SECURITY DESCRIPTION	VALUE($)

		Electric Utilities — Continued
	208	Xcel Energy, Inc.		5,804

				17,339

		Gas Utilities — 0.7%
	55	National Fuel Gas Co.		3,906
	245	Questar Corp.		5,640

				9,546

		Multi-Utilities — 2.4%
	246	CenterPoint Energy, Inc.		5,691
	228	CMS Energy Corp.		6,094
	183	NiSource, Inc.		6,020
	88	Sempra Energy		7,859
	119	Wisconsin Energy Corp.		4,909

				30,573

		Total Utilities		57,458

		Total Common Stocks (Cost $844,303)		1,236,991

	Short-Term Investment — 5.3%
		Investment Company — 5.3%
	66,929	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.010% (b) (l) (m) (Cost $66,929)		66,929

		Total Investments — 102.8% (Cost $911,232)		1,303,920
		Liabilities in Excess of Other Assets — (2.8)%		(35,255	)

		NET ASSETS — 100.0%	$	1,268,665

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



28	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

JPMorgan Mid Cap Growth Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — 98.2%
		Consumer Discretionary — 23.7%
		Auto Components — 1.0%
	346	BorgWarner, Inc.		19,367

		Automobiles — 3.5%
	733	Harley-Davidson, Inc.		50,759
	104	Tesla Motors, Inc. (a)		15,640

				66,399

		Hotels, Restaurants & Leisure — 4.1%
	20	Chipotle Mexican Grill, Inc. (a)		10,549
	689	Hilton Worldwide Holdings, Inc. (a)		15,321
	517	Norwegian Cruise Line Holdings Ltd. (a)		18,324
	80	Panera Bread Co., Class A (a)		14,100
	105	Wynn Resorts Ltd.		20,450

				78,744

		Household Durables — 1.4%
	179	Mohawk Industries, Inc. (a)		26,653

		Internet & Catalog Retail — 1.3%
	67	Netflix, Inc. (a)		24,631

		Media — 1.2%
	249	Discovery Communications, Inc., Class A (a)		22,542

		Specialty Retail — 7.8%
	177	Advance Auto Parts, Inc.		19,634
	526	GameStop Corp., Class A		25,916
	178	O’Reilly Automotive, Inc. (a)		22,962
	316	Ross Stores, Inc.		23,678
	302	Signet Jewelers Ltd., (Bermuda)		23,775
	381	Urban Outfitters, Inc. (a)		14,150
	319	Williams-Sonoma, Inc.		18,603

				148,718

		Textiles, Apparel & Luxury Goods — 3.4%
	331	Lululemon Athletica, Inc., (Canada) (a)		19,515
	409	Michael Kors Holdings Ltd., (Hong Kong) (a)		33,191
	152	Under Armour, Inc., Class A (a)		13,243

				65,949

		Total Consumer Discretionary		453,003

		Energy — 4.8%
		Energy Equipment & Services — 0.8%
	551	Frank’s International N.V., (Netherlands)		14,874

		Oil, Gas & Consumable Fuels — 4.0%
	193	Antero Resources Corp. (a)		12,269
	614	Cabot Oil & Gas Corp.		23,807
	200	Concho Resources, Inc. (a)		21,643


SHARES		SECURITY DESCRIPTION	VALUE($)

		Oil, Gas & Consumable Fuels — Continued
	351	Plains All American Pipeline LP		18,182

				75,901

		Total Energy		90,775

		Financials — 12.0%
		Capital Markets — 4.8%
	155	Affiliated Managers Group, Inc. (a)		33,508
	670	Blackstone Group LP (The)		21,108
	371	Lazard Ltd., (Bermuda), Class A		16,823
	622	TD Ameritrade Holding Corp.		19,046

				90,485

		Commercial Banks — 2.1%
	584	East West Bancorp, Inc.		20,412
	183	Signature Bank (a)		19,668

				40,080

		Diversified Financial Services — 1.7%
	421	Moody’s Corp.		33,044

		Insurance — 2.0%
	289	Aon plc, (United Kingdom)		24,253
	299	Axis Capital Holdings Ltd., (Bermuda)		14,242

				38,495

		Real Estate Management & Development — 1.4%
	1,001	CBRE Group, Inc., Class A (a)		26,316

		Total Financials		228,420

		Health Care — 14.0%
		Biotechnology — 2.2%
	175	Alexion Pharmaceuticals, Inc. (a)		23,339
	251	Vertex Pharmaceuticals, Inc. (a)		18,664

				42,003

		Health Care Equipment & Supplies — 1.0%
	282	Sirona Dental Systems, Inc. (a)		19,817

		Health Care Providers & Services — 3.7%
	625	Brookdale Senior Living, Inc. (a)		16,987
	480	Envision Healthcare Holdings, Inc. (a)		17,057
	210	Humana, Inc.		21,678
	381	Premier, Inc., Class A (a)		13,991

				69,713

		Life Sciences Tools & Services — 4.1%
	557	Agilent Technologies, Inc.		31,852
	637	Bruker Corp. (a)		12,584
	305	Illumina, Inc. (a)		33,783

				78,219

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	29

JPMorgan Mid Cap Growth Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Pharmaceuticals — 3.0%
	162	Actavis plc (a)		27,267
	78	Jazz Pharmaceuticals plc, (Ireland) (a)		9,821
	169	Valeant Pharmaceuticals International, Inc. (a)		19,852

				56,940

		Total Health Care		266,692

		Industrials — 22.4%
		Aerospace & Defense — 0.5%
	221	DigitalGlobe, Inc. (a)		9,076

		Airlines — 1.4%
	958	Delta Air Lines, Inc.		26,327

		Building Products — 1.5%
	613	Fortune Brands Home & Security, Inc.		28,023

		Commercial Services & Supplies — 1.2%
	200	Stericycle, Inc. (a)		23,219

		Construction & Engineering — 1.0%
	238	Fluor Corp.		19,141

		Electrical Equipment — 2.8%
	278	Acuity Brands, Inc.		30,413
	396	Generac Holdings, Inc.		22,407

				52,820

		Industrial Conglomerates — 1.4%
	339	Carlisle Cos., Inc.		26,901

		Machinery — 4.4%
	447	Flowserve Corp.		35,206
	399	Pall Corp.		34,080
	169	WABCO Holdings, Inc. (a)		15,768

				85,054

		Marine — 1.2%
	241	Kirby Corp. (a)		23,909

		Professional Services — 0.8%
	120	Towers Watson & Co., Class A		15,326

		Road & Rail — 3.4%
	132	Canadian Pacific Railway Ltd., (Canada)		19,975
	988	Hertz Global Holdings, Inc. (a)		28,285
	205	J.B. Hunt Transport Services, Inc.		15,854

				64,114

		Trading Companies & Distributors — 2.8%
	593	Air Lease Corp.		18,424
	728	HD Supply Holdings, Inc. (a)		17,479
	218	MSC Industrial Direct Co., Inc., Class A		17,638

				53,541

		Total Industrials		427,451


SHARES		SECURITY DESCRIPTION	VALUE($)

		Information Technology — 19.2%
		Communications Equipment — 2.1%
	497	Aruba Networks, Inc. (a)		8,898
	631	Ciena Corp. (a)		15,109
	268	Palo Alto Networks, Inc. (a)		15,391

				39,398

		Computers & Peripherals — 0.6%
	117	3D Systems Corp. (a)		10,854

		Electronic Equipment, Instruments & Components — 1.6%
	340	Amphenol Corp., Class A		30,312

		Internet Software & Services — 0.9%
	82	LinkedIn Corp., Class A (a)		17,715

		IT Services — 4.1%
	148	Alliance Data Systems Corp. (a)		38,861
	472	CoreLogic, Inc. (a)		16,777
	198	FleetCor Technologies, Inc. (a)		23,141

				78,779

		Semiconductors & Semiconductor Equipment — 5.3%
	1,642	Applied Materials, Inc.		29,040
	519	Avago Technologies Ltd., (Singapore)		27,434
	327	KLA-Tencor Corp.		21,078
	512	Xilinx, Inc.		23,507

				101,059

		Software — 4.6%
	41	CommVault Systems, Inc. (a)		3,093
	200	Guidewire Software, Inc. (a)		9,829
	327	Red Hat, Inc. (a)		18,310
	253	ServiceNow, Inc. (a)		14,142
	188	Splunk, Inc. (a)		12,876
	141	Tableau Software, Inc., Class A (a)		9,733
	243	Workday, Inc., Class A (a)		20,200

				88,183

		Total Information Technology		366,300

		Materials — 2.1%
		Chemicals — 2.1%
	101	PPG Industries, Inc.		19,213
	119	Sherwin-Williams Co. (The)		21,836

		Total Materials		41,049

		Total Common Stocks (Cost $1,280,654)		1,873,690

SEE NOTES TO FINANCIAL STATEMENTS.



30	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


SHARES		SECURITY DESCRIPTION	VALUE($)
	Short-Term Investment — 2.2%
		Investment Company — 2.2%
	42,060	JPMorgan Liquid Assets Money Market Fund, Institutional Class Shares, 0.020% (b) (l) (m) (Cost $42,060)		42,060

		Total Investments — 100.4% (Cost $1,322,714)		1,915,750
		Liabilities in Excess of Other Assets — (0.4)%		(7,567	)

		NET ASSETS — 100.0%	$	1,908,183

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	31

JPMorgan Mid Cap Value Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — 97.8%
		Consumer Discretionary — 20.1%
		Distributors — 0.5%
	874	Genuine Parts Co.		72,688

		Hotels, Restaurants & Leisure — 1.9%
	487	Darden Restaurants, Inc.		26,501
	186	Extended Stay America, Inc. (a)		4,871
	2,926	Marriott International, Inc., Class A		144,439
	1,457	Yum! Brands, Inc.		110,127

				285,938

		Household Durables — 2.0%
	2,179	Jarden Corp. (a)		133,698
	1,084	Mohawk Industries, Inc. (a)		161,414

				295,112

		Internet & Catalog Retail — 1.6%
	2,987	Expedia, Inc.		208,047
	409	TripAdvisor, Inc. (a)		33,894

				241,941

		Media — 3.1%
	1,815	CBS Corp. (Non-Voting), Class B		115,689
	3,149	Clear Channel Outdoor Holdings, Inc., Class A		31,930
	3,637	DISH Network Corp., Class A (a)		210,630
	3,384	Gannett Co., Inc.		100,103

				458,352

		Multiline Retail — 2.5%
	2,179	Family Dollar Stores, Inc.		141,571
	4,073	Kohl’s Corp.		231,143

				372,714

		Specialty Retail — 7.0%
	484	AutoZone, Inc. (a)		231,513
	1,496	Bed Bath & Beyond, Inc. (a)		120,104
	5,584	Gap, Inc. (The)		218,220
	2,204	PetSmart, Inc.		160,354
	1,009	Tiffany & Co.		93,641
	2,110	TJX Cos., Inc.		134,501
	1,191	Williams-Sonoma, Inc.		69,397

				1,027,730

		Textiles, Apparel & Luxury Goods — 1.5%
	1,128	PVH Corp.		153,464
	1,071	V.F. Corp.		66,749

				220,213

		Total Consumer Discretionary		2,974,688


SHARES		SECURITY DESCRIPTION	VALUE($)

		Consumer Staples — 4.7%
		Beverages — 2.2%
	1,999	Beam, Inc.		136,064
	584	Brown-Forman Corp., Class B		44,167
	3,087	Dr. Pepper Snapple Group, Inc.		150,390

				330,621

		Food & Staples Retailing — 1.0%
	3,527	Kroger Co. (The)		139,412

		Food Products — 0.7%
	1,125	Hershey Co. (The)		109,360

		Household Products — 0.8%
	1,041	Energizer Holdings, Inc.		112,638

		Total Consumer Staples		692,031

		Energy — 4.6%
		Oil, Gas & Consumable Fuels — 4.6%
	2,234	Energen Corp.		158,038
	1,426	EQT Corp.		128,018
	3,291	PBF Energy, Inc., Class A		103,545
	3,787	QEP Resources, Inc.		116,067
	1,674	Southwestern Energy Co. (a)		65,822
	2,934	Williams Cos., Inc. (The)		113,159

		Total Energy		684,649

		Financials — 27.0%
		Capital Markets — 5.1%
	2,108	Ameriprise Financial, Inc.		242,528
	4,087	Invesco Ltd.		148,755
	1,317	Legg Mason, Inc.		57,273
	2,343	Northern Trust Corp.		145,009
	2,019	T. Rowe Price Group, Inc.		169,102

				762,667

		Commercial Banks — 6.3%
	1,273	City National Corp.		100,815
	487	Cullen/Frost Bankers, Inc.		36,247
	10,519	Fifth Third Bancorp		221,213
	1,701	First Republic Bank		89,073
	7,112	Huntington Bancshares, Inc.		68,634
	1,552	M&T Bank Corp.		180,653
	4,582	SunTrust Banks, Inc.		168,663
	2,475	Zions Bancorporation		74,139

				939,437

		Insurance — 9.2%
	255	Alleghany Corp. (a)		102,185
	1,086	Chubb Corp. (The)		104,899

SEE NOTES TO FINANCIAL STATEMENTS.



32	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Insurance — Continued
	3,653	Hartford Financial Services Group, Inc.		132,356
	5,386	Loews Corp.		259,801
	5,681	Marsh & McLennan Cos., Inc.		274,744
	5,865	Old Republic International Corp.		101,281
	3,893	Unum Group		136,570
	2,715	W.R. Berkley Corp.		117,805
	4,013	XL Group plc, (Ireland)		127,773

				1,357,414

		Real Estate Investment Trusts (REITs) — 5.5%
	2,168	American Campus Communities, Inc.		69,836
	4,431	American Homes 4 Rent, Class A		71,783
	725	AvalonBay Communities, Inc.		85,702
	1,799	Brixmor Property Group, Inc. (a)		36,580
	2,770	HCP, Inc.		100,620
	6,855	Kimco Realty Corp.		135,384
	1,747	Rayonier, Inc.		73,553
	1,839	Regency Centers Corp.		85,158
	1,694	Vornado Realty Trust		150,432

				809,048

		Real Estate Management & Development — 0.7%
	5,272	Brookfield Office Properties, Inc.		101,480

		Thrifts & Mortgage Finance — 0.2%
	3,902	Hudson City Bancorp, Inc.		36,798

		Total Financials		4,006,844

		Health Care — 4.7%
		Health Care Equipment & Supplies — 0.8%
	2,944	CareFusion Corp. (a)		117,231

		Health Care Providers & Services — 3.9%
	2,159	AmerisourceBergen Corp.		151,811
	2,308	Cigna Corp.		201,880
	822	Henry Schein, Inc. (a)		93,900
	1,321	Humana, Inc.		136,391

				583,982

		Total Health Care		701,213

		Industrials — 10.2%
		Building Products — 0.7%
	2,399	Fortune Brands Home & Security, Inc.		109,616

		Electrical Equipment — 3.0%
	2,984	AMETEK, Inc.		157,186
	1,092	Hubbell, Inc., Class B		118,870
	2,306	Regal-Beloit Corp.		169,995

				446,051


SHARES		SECURITY DESCRIPTION	VALUE($)

		Industrial Conglomerates — 1.3%
	2,371	Carlisle Cos., Inc.		188,253

		Machinery — 2.9%
	2,553	IDEX Corp.		188,507
	2,983	Rexnord Corp. (a)		80,578
	1,501	Snap-on, Inc.		164,429

				433,514

		Professional Services — 1.2%
	2,550	Equifax, Inc.		176,159

		Trading Companies & Distributors — 1.1%
	2,016	MSC Industrial Direct Co., Inc., Class A		163,009

		Total Industrials		1,516,602

		Information Technology — 9.6%
		Communications Equipment — 0.5%
	3,575	CommScope Holding Co., Inc. (a)		67,645

		Electronic Equipment, Instruments & Components — 3.1%
	2,663	Amphenol Corp., Class A		237,492
	4,003	Arrow Electronics, Inc. (a)		217,149

				454,641

		IT Services — 1.4%
	3,488	Jack Henry & Associates, Inc.		206,554

		Semiconductors & Semiconductor Equipment — 3.5%
	4,128	Analog Devices, Inc.		210,236
	2,110	KLA-Tencor Corp.		136,006
	3,914	Xilinx, Inc.		179,751

				525,993

		Software — 1.1%
	4,011	Synopsys, Inc. (a)		162,708

		Total Information Technology		1,417,541

		Materials — 7.8%
		Chemicals — 4.0%
	1,677	Airgas, Inc.		187,549
	2,764	Albemarle Corp.		175,240
	396	Sherwin-Williams Co. (The)		72,738
	1,642	Sigma-Aldrich Corp.		154,363

				589,890

		Containers & Packaging — 3.8%
	5,693	Ball Corp.		294,080
	1,267	Rock Tenn Co., Class A		133,088
	2,826	Silgan Holdings, Inc.		135,701

				562,869

		Total Materials		1,152,759

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	33

JPMorgan Mid Cap Value Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Utilities — 9.1%
		Electric Utilities — 2.7%
	2,706	Edison International		125,279
	4,572	Westar Energy, Inc.		147,097
	4,906	Xcel Energy, Inc.		137,071

				409,447

		Gas Utilities — 1.5%
	1,255	National Fuel Gas Co.		89,627
	5,649	Questar Corp.		129,868

				219,495

		Multi-Utilities — 4.9%
	5,798	CenterPoint Energy, Inc.		134,400
	5,377	CMS Energy Corp.		143,935
	4,295	NiSource, Inc.		141,224
	2,069	Sempra Energy		185,696
	2,803	Wisconsin Energy Corp.		115,887

				721,142

		Total Utilities		1,350,084

		Total Common Stocks (Cost $9,647,629)		14,496,411


SHARES		SECURITY DESCRIPTION	VALUE($)
	Short-Term Investment — 2.3%
		Investment Company — 2.3%
	338,467	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.010% (b) (l) (m) (Cost $338,467)		338,467

		Total Investments — 100.1% (Cost $9,986,096)		14,834,878
		Liabilities in Excess of Other Assets — (0.1)%		(9,125	)

		NET ASSETS — 100.0%	$	14,825,753

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



34	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Long Positions — 100.5% (j)
	Common Stocks — 93.9%
		Consumer Discretionary — 15.1%
		Auto Components — 0.5%
	102	Dana Holding Corp.		2,008

		Diversified Consumer Services — 2.0%
	69	Apollo Education Group, Inc. (a)		1,881
	139	H&R Block, Inc.		4,040
	143	Service Corp. International		2,591

				8,512

		Hotels, Restaurants & Leisure — 1.8%
	21	Bally Technologies, Inc. (a)		1,609
	16	Hyatt Hotels Corp., Class A (a)		799
	131	International Game Technology		2,378
	24	Marriott Vacations Worldwide Corp. (a)		1,264
	64	MGM Resorts International (a)		1,511

				7,561

		Household Durables — 1.9%
	21	Garmin Ltd., (Switzerland)		953
	48	Jarden Corp. (a)		2,971
	138	PulteGroup, Inc.		2,813
	9	Whirlpool Corp.		1,456

				8,193

		Internet & Catalog Retail — 0.7%
	16	Expedia, Inc.		1,108
	44	HomeAway, Inc. (a)		1,799

				2,907

		Leisure Equipment & Products — 0.5%
	28	Hasbro, Inc.		1,548
	7	Sturm Ruger & Co., Inc.		480

				2,028

		Media — 3.0%
	15	Comcast Corp., Class A		796
	31	Gannett Co., Inc.		906
	6	Graham Holdings Co., Class B (a)		3,980
	21	Omnicom Group, Inc.		1,562
	7	Regal Entertainment Group, Class A		130
	18	Scripps Networks Interactive, Inc., Class A		1,571
	43	Viacom, Inc., Class B		3,712

				12,657

		Multiline Retail — 0.2%
	8	Dillard’s, Inc., Class A		740

		Specialty Retail — 4.1%
	97	Best Buy Co., Inc.		3,887


SHARES		SECURITY DESCRIPTION	VALUE($)


		Specialty Retail — Continued
	84	GameStop Corp., Class A		4,116
	25	Guess?, Inc.		788
	46	Lowe’s Cos., Inc.		2,302
	192	Office Depot, Inc. (a)		1,018
	11	O’Reilly Automotive, Inc. (a)		1,365
	248	Staples, Inc.		3,946

				17,422

		Textiles, Apparel & Luxury Goods — 0.4%
	27	Hanesbrands, Inc.		1,880

		Total Consumer Discretionary		63,908

		Consumer Staples — 7.9%
		Beverages — 0.9%
	68	Molson Coors Brewing Co., Class B		3,841

		Food & Staples Retailing — 2.2%
	84	Kroger Co. (The)		3,329
	344	Rite Aid Corp. (a)		1,738
	65	Safeway, Inc.		2,118
	40	Walgreen Co.		2,318

				9,503

		Food Products — 2.4%
	96	Archer-Daniels-Midland Co.		4,146
	176	Pilgrim’s Pride Corp. (a)		2,861
	19	Sanderson Farms, Inc.		1,387
	49	Tyson Foods, Inc., Class A		1,654

				10,048

		Household Products — 1.0%
	37	Energizer Holdings, Inc.		4,057

		Personal Products — 0.8%
	23	Herbalife Ltd., (Cayman Islands)		1,825
	12	Nu Skin Enterprises, Inc., Class A		1,711

				3,536

		Tobacco — 0.6%
	29	Altria Group, Inc.		1,131
	25	Lorillard, Inc.		1,248

				2,379

		Total Consumer Staples		33,364

		Energy — 7.2%
		Energy Equipment & Services — 2.0%
	56	Diamond Offshore Drilling, Inc.		3,165
	20	Ensco plc, (United Kingdom), Class A		1,164
	25	Helix Energy Solutions Group, Inc. (a)		586

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	35

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Long Positions — Continued
	Common Stocks — Continued
		Energy Equipment & Services — Continued
	91	Nabors Industries Ltd., (Bermuda)		1,544
	14	Oil States International, Inc. (a)		1,428
	16	Rowan Cos. plc, Class A (a)		564

				8,451

		Oil, Gas & Consumable Fuels — 5.2%
	43	Anadarko Petroleum Corp.		3,433
	8	Chevron Corp.		943
	20	ConocoPhillips		1,404
	32	Devon Energy Corp.		1,961
	234	Kosmos Energy Ltd., (Bermuda) (a)		2,621
	8	Marathon Petroleum Corp.		722
	30	Newfield Exploration Co. (a)		738
	29	Oasis Petroleum, Inc. (a)		1,385
	29	Phillips 66		2,210
	61	Tesoro Corp.		3,579
	15	Whiting Petroleum Corp. (a)		948
	46	World Fuel Services Corp.		1,983

				21,927

		Total Energy		30,378

		Financials — 5.6%
		Capital Markets — 0.2%
	6	Ameriprise Financial, Inc.		648

		Commercial Banks — 1.0%
	37	East West Bancorp, Inc.		1,281
	174	Huntington Bancshares, Inc.		1,681
	109	Regions Financial Corp.		1,076

				4,038

		Consumer Finance — 0.6%
	26	Discover Financial Services		1,430
	39	SLM Corp.		1,036

				2,466

		Diversified Financial Services — 0.5%
	31	Citigroup, Inc.		1,615
	8	Moody’s Corp.		597

				2,212

		Insurance — 1.5%
	34	Allstate Corp. (The)		1,879
	14	Aspen Insurance Holdings Ltd., (Bermuda)		579
	9	Everest Re Group Ltd., (Bermuda)		1,326
	13	HCC Insurance Holdings, Inc.		593
	17	Prudential Financial, Inc.		1,529
	7	Travelers Cos., Inc. (The)		624

				6,530


SHARES		SECURITY DESCRIPTION	VALUE($)


		Real Estate Investment Trusts (REITs) — 1.5%
	38	Brandywine Realty Trust		538
	22	CBL & Associates Properties, Inc.		397
	12	Highwoods Properties, Inc.		436
	170	RLJ Lodging Trust		4,131
	6	SL Green Realty Corp.		514
	15	Weingarten Realty Investors		403

				6,419

		Thrifts & Mortgage Finance — 0.3%
	22	Ocwen Financial Corp. (a)		1,205

		Total Financials		23,518

		Health Care — 11.6%
		Biotechnology — 2.5%
	18	Amgen, Inc.		2,110
	12	Gilead Sciences, Inc. (a)		911
	65	PDL BioPharma, Inc.		551
	39	United Therapeutics Corp. (a)		4,357
	32	Vertex Pharmaceuticals, Inc. (a)		2,412

				10,341

		Health Care Equipment & Supplies — 3.6%
	20	Align Technology, Inc. (a)		1,120
	12	Becton, Dickinson & Co.		1,281
	31	Boston Scientific Corp. (a)		370
	104	CareFusion Corp. (a)		4,130
	74	Medtronic, Inc.		4,261
	55	Stryker Corp.		4,110

				15,272

		Health Care Providers & Services — 4.2%
	48	AmerisourceBergen Corp.		3,360
	23	Cigna Corp.		1,993
	24	McKesson Corp.		3,886
	72	Omnicare, Inc.		4,367
	46	WellPoint, Inc.		4,234

				17,840

		Pharmaceuticals — 1.3%
	22	Endo Health Solutions, Inc. (a)		1,463
	132	Pfizer, Inc.		4,029

				5,492

		Total Health Care		48,945

		Industrials — 16.6%
		Aerospace & Defense — 2.8%
	28	Boeing Co. (The)		3,873
	15	Esterline Technologies Corp. (a)		1,509

SEE NOTES TO FINANCIAL STATEMENTS.



36	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


SHARES			SECURITY DESCRIPTION	VALUE($)
	Long Positions — Continued
	Common Stocks — Continued
			Aerospace & Defense — Continued
	19		Northrop Grumman Corp.		2,219
	6		Raytheon Co.		578
	58		Spirit Aerosystems Holdings, Inc., Class A (a)		1,990
	10		TransDigm Group, Inc.		1,660

					11,829

			Air Freight & Logistics — 0.1%
	2		United Parcel Service, Inc., Class B		255

			Airlines — 0.9%
	9		Alaska Air Group, Inc.		635
	71		Delta Air Lines, Inc.		1,962
	58		Southwest Airlines Co.		1,093

					3,690

			Building Products — 0.1%
	10		Allegion plc, (Ireland) (a)		443

			Commercial Services & Supplies — 2.2%
	207		Pitney Bowes, Inc.		4,825
	231		R.R. Donnelley & Sons Co.		4,685

					9,510

			Construction & Engineering — 2.0%
	134		AECOM Technology Corp. (a)		3,954
	30		EMCOR Group, Inc.		1,254
	16		Fluor Corp.		1,320
	36		URS Corp.		1,893

					8,421

			Electrical Equipment — 0.5%
	30		EnerSys, Inc.		2,075

			Machinery — 5.2%
	21		AGCO Corp.		1,268
	35		Briggs & Stratton Corp.		760
	16		Crane Co.		1,046
	56		IDEX Corp.		4,158
	30		Ingersoll-Rand plc, (Ireland)		1,851
	97		ITT Corp.		4,229
	81		Oshkosh Corp.		4,086
	16		Parker Hannifin Corp.		2,119
	—	(h)	Standex International Corp.		25
	63		Terex Corp.		2,664

					22,206

			Professional Services — 2.8%
	35		Dun & Bradstreet Corp. (The)		4,241
	52		Manpowergroup, Inc.		4,473


SHARES		SECURITY DESCRIPTION	VALUE($)


		Professional Services — Continued
	25	Towers Watson & Co., Class A		3,200

				11,914

		Total Industrials		70,343

		Information Technology — 20.2%
		Communications Equipment — 2.9%
	18	Aruba Networks, Inc. (a)		316
	461	Brocade Communications Systems, Inc. (a)		4,087
	71	Cisco Systems, Inc.		1,598
	21	Harris Corp.		1,443
	357	Polycom, Inc. (a)		4,006
	18	Ubiquiti Networks, Inc. (a)		820

				12,270

		Computers & Peripherals — 4.4%
	148	Hewlett-Packard Co.		4,150
	117	Lexmark International, Inc., Class A		4,166
	96	NetApp, Inc.		3,947
	37	Seagate Technology plc, (Ireland)		2,059
	51	Western Digital Corp.		4,303

				18,625

		Internet Software & Services — 2.1%
	6	Twitter, Inc. (a)		388
	71	VeriSign, Inc. (a)		4,249
	109	Yahoo!, Inc. (a)		4,397

				9,034

		IT Services — 2.5%
	99	Amdocs Ltd.		4,102
	79	Computer Sciences Corp.		4,433
	11	Jack Henry & Associates, Inc.		650
	31	NeuStar, Inc., Class A (a)		1,526

				10,711

		Office Electronics — 0.5%
	109	Xerox Corp.		1,324
	11	Zebra Technologies Corp., Class A (a)		573

				1,897

		Semiconductors & Semiconductor Equipment — 2.7%
	37	Broadcom Corp., Class A		1,082
	23	KLA-Tencor Corp.		1,486
	58	Lam Research Corp. (a)		3,180
	292	Marvell Technology Group Ltd., (Bermuda)		4,201
	84	NVIDIA Corp.		1,352

				11,301

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	37

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Long Positions — Continued
	Common Stocks — Continued
		Software — 5.1%
	256	Activision Blizzard, Inc.		4,573
	81	CA, Inc.		2,737
	109	Cadence Design Systems, Inc. (a)		1,534
	86	Microsoft Corp.		3,228
	50	Oracle Corp.		1,902
	16	PTC, Inc. (a)		575
	202	Rovi Corp. (a)		3,974
	83	Symantec Corp.		1,946
	57	Take-Two Interactive Software, Inc. (a)		998

				21,467

		Total Information Technology		85,305

		Materials — 5.5%
		Chemicals — 0.6%
	49	Huntsman Corp.		1,217
	21	Scotts Miracle-Gro Co. (The), Class A		1,322

				2,539

		Containers & Packaging — 2.6%
	21	Ball Corp.		1,067
	22	Greif, Inc., Class A		1,174
	33	Owens-Illinois, Inc. (a)		1,191
	25	Packaging Corp. of America		1,606
	121	Sealed Air Corp.		4,121
	38	Silgan Holdings, Inc.		1,817

				10,976

		Metals & Mining — 1.0%
	16	Reliance Steel & Aluminum Co.		1,224
	37	Steel Dynamics, Inc.		715
	22	SunCoke Energy, Inc. (a)		505
	43	Worthington Industries, Inc.		1,790

				4,234

		Paper & Forest Products — 1.3%
	35	Domtar Corp., (Canada)		3,323
	50	Louisiana-Pacific Corp. (a)		933
	26	Schweitzer-Mauduit International, Inc.		1,326

				5,582

		Total Materials		23,331

		Telecommunication Services — 1.4%
		Diversified Telecommunication Services — 1.2%
	106	AT&T, Inc.		3,725
	227	Frontier Communications Corp.		1,055
	3	Verizon Communications, Inc.		126

				4,906


SHARES		SECURITY DESCRIPTION	VALUE($)


		Wireless Telecommunication Services — 0.2%
	27	T-Mobile US, Inc. (a)		918

		Total Telecommunication Services		5,824

		Utilities — 2.8%
		Gas Utilities — 1.3%
	24	AGL Resources, Inc.		1,116
	102	UGI Corp.		4,212

				5,328

		Independent Power Producers & Energy Traders — 1.5%
	273	AES Corp.		3,966
	113	Calpine Corp. (a)		2,211

				6,177

		Multi-Utilities — 0.0% (g)
	5	Ameren Corp.		190

		Total Utilities		11,695

		Total Common Stocks (Cost $316,685)		396,611

	Short-Term Investment — 6.6%
		Investment Company — 6.6%
	27,757	JPMorgan Liquid Assets Money Market Fund, Institutional Class Shares, 0.020% (b) (l) (Cost $27,757)		27,757

		Total Investments — 100.5% (Cost $344,442)		424,368
		Liabilities in Excess of Other Assets — (0.5)%		(2,249	)

		NET ASSETS — 100.0%	$	422,119

	Short Positions — 93.0%
	Common Stocks — 93.0%
		Consumer Discretionary — 14.0%
		Automobiles — 0.8%
	20	Harley-Davidson, Inc.		1,362
	14	Tesla Motors, Inc. (a)		2,060

				3,422

		Distributors — 0.2%
	25	LKQ Corp. (a)		811

		Hotels, Restaurants & Leisure — 4.2%
	104	Carnival Corp.		4,198
	35	Choice Hotels International, Inc.		1,698
	74	Darden Restaurants, Inc.		4,033
	16	Marriott International, Inc., Class A		807
	5	McDonald’s Corp.		521
	114	Norwegian Cruise Line Holdings Ltd. (a)		4,044
	32	Yum! Brands, Inc.		2,397

				17,698

SEE NOTES TO FINANCIAL STATEMENTS.



38	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


SHARES		SECURITY DESCRIPTION	VALUE($)
	Short Positions — Continued
	Common Stocks — Continued
		Household Durables — 0.6%
	66	D.R. Horton, Inc. (a)		1,469
	22	Tempur Sealy International, Inc. (a)		1,213

				2,682

		Media — 2.7%
	32	Charter Communications, Inc., Class A (a)		4,325
	19	Discovery Communications, Inc., Class A (a)		1,713
	41	DreamWorks Animation SKG, Inc., Class A (a)		1,459
	13	Lamar Advertising Co., Class A (a)		698
	9	Liberty Global plc, (United Kingdom), Class A (a)		782
	505	Sirius XM Holdings, Inc. (a)		1,763
	23	Thomson Reuters Corp.		868

				11,608

		Multiline Retail — 1.4%
	58	Family Dollar Stores, Inc.		3,772
	228	J.C. Penney Co., Inc. (a)		2,083

				5,855

		Specialty Retail — 2.5%
	53	Sally Beauty Holdings, Inc. (a)		1,590
	36	Signet Jewelers Ltd., (Bermuda)		2,825
	45	Tractor Supply Co.		3,519
	25	Ulta Salon Cosmetics & Fragrance, Inc. (a)		2,424

				10,358

		Textiles, Apparel & Luxury Goods — 1.6%
	109	Fifth & Pacific Cos., Inc. (a)		3,494
	12	Lululemon Athletica, Inc., (Canada) (a)		685
	29	Under Armour, Inc., Class A (a)		2,530

				6,709

		Total Consumer Discretionary		59,143

		Consumer Staples — 8.2%
		Beverages — 2.5%
	62	Beam, Inc.		4,193
	60	Brown-Forman Corp., Class B		4,507
	26	Monster Beverage Corp. (a)		1,785

				10,485

		Food & Staples Retailing — 1.9%
	18	PriceSmart, Inc.		2,031
	59	United Natural Foods, Inc. (a)		4,467
	25	Whole Foods Market, Inc.		1,453

				7,951

		Food Products — 2.6%
	138	Flowers Foods, Inc.		2,965
	53	Hain Celestial Group, Inc. (The) (a)		4,818


SHARES		SECURITY DESCRIPTION	VALUE($)


		Food Products — Continued
	12	Hormel Foods Corp.		543
	25	McCormick & Co., Inc. (Non-Voting)		1,753
	31	Mondelez International, Inc., Class A		1,080

				11,159

		Household Products — 0.2%
	11	Procter & Gamble Co. (The)		884

		Personal Products — 1.0%
	39	Coty, Inc., Class A		593
	49	Estee Lauder Cos., Inc. (The), Class A		3,719

				4,312

		Total Consumer Staples		34,791

		Energy — 8.3%
		Energy Equipment & Services — 1.8%
	24	Dresser-Rand Group, Inc. (a)		1,441
	30	FMC Technologies, Inc. (a)		1,586
	479	McDermott International, Inc. (a)		4,389

				7,416

		Oil, Gas & Consumable Fuels — 6.5%
	7	Cimarex Energy Co.		749
	38	Concho Resources, Inc. (a)		4,147
	108	CONSOL Energy, Inc.		4,100
	22	Energen Corp.		1,544
	71	Golar LNG Ltd., (Bermuda)		2,578
	23	Gulfport Energy Corp. (a)		1,475
	43	Kodiak Oil & Gas Corp. (a)		481
	136	Laredo Petroleum Holdings, Inc. (a)		3,762
	48	Range Resources Corp.		4,010
	2	SM Energy Co.		166
	53	Spectra Energy Corp.		1,885
	22	Williams Cos., Inc. (The)		850
	86	WPX Energy, Inc. (a)		1,744

				27,491

		Total Energy		34,907

		Financials — 6.5%
		Capital Markets — 1.2%
	173	Ares Capital Corp.		3,081
	22	T. Rowe Price Group, Inc.		1,858

				4,939

		Commercial Banks — 1.4%
	146	TCF Financial Corp.		2,373
	364	Valley National Bancorp		3,687

				6,060

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	39

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Short Positions — Continued
	Common Stocks — Continued
		Diversified Financial Services — 0.3%
	18	CME Group, Inc.		1,429

		Insurance — 1.9%
	2	Alleghany Corp. (a)		746
	29	Cincinnati Financial Corp.		1,501
	3	Markel Corp. (a)		1,973
	16	Marsh & McLennan Cos., Inc.		778
	119	MBIA, Inc. (a)		1,423
	34	Mercury General Corp.		1,668

				8,089

		Real Estate Investment Trusts (REITs) — 1.3%
	197	American Capital Agency Corp.		3,792
	165	Annaly Capital Management, Inc.		1,644

				5,436

		Thrifts & Mortgage Finance — 0.4%
	105	People’s United Financial, Inc.		1,593

		Total Financials		27,546

		Health Care — 11.4%
		Biotechnology — 1.3%
	7	Biogen Idec, Inc. (a)		1,909
	75	Cepheid, Inc. (a)		3,482

				5,391

		Health Care Equipment & Supplies — 2.7%
	32	Cooper Cos., Inc. (The)		3,935
	22	DENTSPLY International, Inc.		1,051
	14	HeartWare International, Inc. (a)		1,310
	2	Intuitive Surgical, Inc. (a)		852
	44	Teleflex, Inc.		4,153

				11,301

		Health Care Providers & Services — 4.5%
	159	Brookdale Senior Living, Inc. (a)		4,318
	87	Catamaran Corp. (a)		4,141
	47	DaVita HealthCare Partners, Inc. (a)		2,978
	6	HCA Holdings, Inc. (a)		277
	22	Quest Diagnostics, Inc.		1,194
	50	Team Health Holdings, Inc. (a)		2,279
	59	Tenet Healthcare Corp. (a)		2,473
	15	Universal Health Services, Inc., Class B		1,197

				18,857

		Health Care Technology — 1.0%
	32	athenahealth, Inc. (a)		4,277

		Life Sciences Tools & Services — 0.2%
	20	PerkinElmer, Inc.		822


SHARES		SECURITY DESCRIPTION	VALUE($)


		Pharmaceuticals — 1.7%
	46	Bristol-Myers Squibb Co.		2,422
	16	Perrigo Co. plc		2,497
	78	Zoetis, Inc.		2,533

				7,452

		Total Health Care		48,100

		Industrials — 17.6%
		Aerospace & Defense — 3.1%
	15	B/E Aerospace, Inc. (a)		1,342
	57	DigitalGlobe, Inc. (a)		2,334
	62	Hexcel Corp. (a)		2,779
	10	Precision Castparts Corp.		2,730
	52	Triumph Group, Inc.		3,971

				13,156

		Building Products — 0.8%
	26	Armstrong World Industries, Inc. (a)		1,497
	48	Owens Corning (a)		1,940

				3,437

		Commercial Services & Supplies — 4.6%
	72	Clean Harbors, Inc. (a)		4,292
	125	Copart, Inc. (a)		4,572
	47	Covanta Holding Corp.		840
	66	Iron Mountain, Inc.		1,992
	46	Republic Services, Inc.		1,525
	7	Rollins, Inc.		219
	15	Stericycle, Inc. (a)		1,734
	50	Waste Connections, Inc.		2,166
	46	Waste Management, Inc.		2,072

				19,412

		Construction & Engineering — 1.0%
	136	Quanta Services, Inc. (a)		4,306

		Electrical Equipment — 0.4%
	16	Acuity Brands, Inc.		1,706

		Machinery — 3.2%
	12	Chart Industries, Inc. (a)		1,185
	23	Graco, Inc.		1,769
	151	Harsco Corp.		4,229
	58	Joy Global, Inc.		3,419
	26	PACCAR, Inc.		1,561
	27	Woodward, Inc.		1,214

				13,377

		Marine — 0.5%
	22	Kirby Corp. (a)		2,213

SEE NOTES TO FINANCIAL STATEMENTS.



40	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


SHARES		SECURITY DESCRIPTION	VALUE($)
	Short Positions — Continued
	Common Stocks — Continued
		Professional Services — 1.2%
	27	Advisory Board Co. (The) (a)		1,691
	14	IHS, Inc., Class A (a)		1,713
	23	Verisk Analytics, Inc., Class A (a)		1,492

				4,896

		Road & Rail — 0.9%
	26	Genesee & Wyoming, Inc., Class A (a)		2,518
	18	Ryder System, Inc.		1,329

				3,847

		Trading Companies & Distributors — 1.9%
	84	Fastenal Co.		4,000
	26	GATX Corp.		1,345
	16	MSC Industrial Direct Co., Inc., Class A		1,304
	30	Textainer Group Holdings Ltd., (Bermuda)		1,215

				7,864

		Total Industrials		74,214

		Information Technology — 19.1%
		Communications Equipment — 1.6%
	12	F5 Networks, Inc. (a)		1,131
	68	JDS Uniphase Corp. (a)		883
	16	NETGEAR, Inc. (a)		523
	63	ViaSat, Inc. (a)		3,919

				6,456

		Computers & Peripherals — 2.0%
	117	NCR Corp. (a)		3,968
	33	Stratasys Ltd. (a)		4,508

				8,476

		Electronic Equipment, Instruments & Components — 3.6%
	30	Arrow Electronics, Inc. (a)		1,601
	61	Ingram Micro, Inc., Class A (a)		1,436
	46	IPG Photonics Corp. (a)		3,564
	126	National Instruments Corp.		4,035
	127	Trimble Navigation Ltd. (a)		4,421

				15,057

		Internet Software & Services — 1.9%
	35	Akamai Technologies, Inc. (a)		1,645
	17	eBay, Inc. (a)		933
	8	Equinix, Inc. (a)		1,344
	108	Rackspace Hosting, Inc. (a)		4,217

				8,139

		IT Services — 2.6%
	22	Automatic Data Processing, Inc.		1,805
	9	FleetCor Technologies, Inc. (a)		1,035


SHARES		SECURITY DESCRIPTION	VALUE($)


		IT Services — Continued
	34	MAXIMUS, Inc.		1,496
	97	Paychex, Inc.		4,425
	22	Teradata Corp. (a)		985
	48	VeriFone Systems, Inc. (a)		1,283

				11,029

		Semiconductors & Semiconductor Equipment — 2.7%
	74	Avago Technologies Ltd., (Singapore)		3,935
	48	Microchip Technology, Inc.		2,155
	42	Silicon Laboratories, Inc. (a)		1,802
	276	SunEdison, Inc. (a)		3,601

				11,493

		Software — 4.7%
	4	Citrix Systems, Inc. (a)		241
	1	Compuware Corp.		7
	11	FactSet Research Systems, Inc.		1,238
	65	Fortinet, Inc. (a)		1,244
	21	Guidewire Software, Inc. (a)		1,027
	26	NetSuite, Inc. (a)		2,722
	37	Red Hat, Inc. (a)		2,086
	84	Salesforce.com, Inc. (a)		4,612
	27	ServiceNow, Inc. (a)		1,516
	9	Tyler Technologies, Inc. (a)		919
	28	Ultimate Software Group, Inc. (The) (a)		4,317

				19,929

		Total Information Technology		80,579

		Materials — 4.3%
		Chemicals — 2.8%
	16	Air Products & Chemicals, Inc.		1,812
	8	Airgas, Inc.		847
	56	FMC Corp.		4,227
	21	Mosaic Co. (The)		982
	30	Praxair, Inc.		3,929

				11,797

		Construction Materials — 0.5%
	30	Eagle Materials, Inc.		2,333

		Containers & Packaging — 0.4%
	42	MeadWestvaco Corp.		1,552

		Metals & Mining — 0.6%
	5	Allegheny Technologies, Inc.		169
	56	Allied Nevada Gold Corp. (a)		199
	19	Carpenter Technology Corp.		1,189
	37	Newmont Mining Corp.		859

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	41

JPMorgan Multi-Cap Market Neutral Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands, except number of contracts)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Short Positions — Continued
	Common Stocks — Continued
		Metals & Mining — Continued
	3	Nucor Corp.		180

				2,596

		Total Materials		18,278

		Telecommunication Services — 0.6%
		Wireless Telecommunication Services — 0.6%
	18	Crown Castle International Corp. (a)		1,357
	112	Sprint Corp. (a)		1,200

		Total Telecommunication Services		2,557

		Utilities — 3.0%
		Electric Utilities — 0.7%
	23	OGE Energy Corp.		786
	39	Southern Co. (The)		1,599
	27	Xcel Energy, Inc.		763

				3,148


SHARES		SECURITY DESCRIPTION	VALUE($)


		Gas Utilities — 0.9%
	45	ONEOK, Inc.		2,827
	24	Piedmont Natural Gas Co., Inc.		793

				3,620

		Independent Power Producers & Energy Traders — 0.3%
	40	NRG Energy, Inc.		1,149

		Multi-Utilities — 1.1%
	42	Dominion Resources, Inc.		2,701
	62	NiSource, Inc.		2,050

				4,751

		Total Utilities		12,668

		Total Short Positions (Proceeds $349,840)	$	392,783

Percentages indicated are based on net assets.


Futures Contracts
NUMBER OF CONTRACTS			DESCRIPTION	EXPIRATION DATE		NOTIONAL VALUE AT 12/31/13			NET UNREALIZED APPRECIATION (DEPRECIATION)
			Short Futures Outstanding
	(13	)	E-mini S&P 500		03/21/14	$	(1,197	)	$	(40	)
	(18	)	S&P Mid Cap 400		03/21/14		(2,411	)		(77	)

									$	(117	)

SEE NOTES TO FINANCIAL STATEMENTS.



42	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

JPMorgan Value Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited)

(Amounts in thousands)


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — 93.0%
		Consumer Discretionary — 16.3%
		Distributors — 0.4%
	274	Genuine Parts Co.		22,819

		Hotels, Restaurants & Leisure — 1.6%
	538	Brinker International, Inc.		24,908
	1,014	ClubCorp Holdings, Inc.		17,994
	712	Hilton Worldwide Holdings, Inc. (a)		15,835
	559	Marriott International, Inc., Class A		27,612

				86,349

		Household Durables — 0.5%
	1,180	Brookfield Residential Properties, Inc., (Canada) (a)		28,533

		Internet & Catalog Retail — 1.4%
	1,053	Expedia, Inc.		73,380

		Media — 4.2%
	443	CBS Corp. (Non-Voting), Class B		28,218
	866	Clear Channel Outdoor Holdings, Inc., Class A		8,777
	645	DIRECTV (a)		44,570
	1,270	DISH Network Corp., Class A (a)		73,564
	1,200	Entercom Communications Corp., Class A (a)		12,617
	1,378	Gannett Co., Inc.		40,747
	133	Time Warner Cable, Inc.		17,967

				226,460

		Multiline Retail — 1.5%
	1,484	Kohl’s Corp.		84,234

		Specialty Retail — 5.9%
	176	AutoZone, Inc. (a)		83,936
	771	Bed Bath & Beyond, Inc. (a)		61,927
	673	Best Buy Co., Inc.		26,843
	1,470	Gap, Inc. (The)		57,452
	378	Home Depot, Inc. (The)		31,158
	821	PetSmart, Inc.		59,760

				321,076

		Textiles, Apparel & Luxury Goods — 0.8%
	643	Hanesbrands, Inc.		45,155

		Total Consumer Discretionary		888,006

		Consumer Staples — 5.6%
		Beverages — 1.9%
	386	Diageo plc, (United Kingdom), ADR		51,167
	1,107	Dr. Pepper Snapple Group, Inc.		53,946

				105,113


SHARES		SECURITY DESCRIPTION	VALUE($)

		Food & Staples Retailing — 1.8%
	782	Walgreen Co.		44,941
	686	Wal-Mart Stores, Inc.		53,989

				98,930

		Food Products — 0.5%
	354	TreeHouse Foods, Inc. (a)		24,376

		Household Products — 1.4%
	956	Procter & Gamble Co. (The)		77,836

		Total Consumer Staples		306,255

		Energy — 9.4%
		Oil, Gas & Consumable Fuels — 9.4%
	1,202	Devon Energy Corp.		74,349
	2,358	Exxon Mobil Corp.		238,579
	453	NuStar GP Holdings LLC		12,734
	1,057	PBF Energy, Inc., Class A		33,267
	778	Phillips 66		59,976
	878	QEP Resources, Inc.		26,905
	934	Southwestern Energy Co. (a)		36,727
	639	Teekay Corp., (Bermuda)		30,659

		Total Energy		513,196

		Financials — 30.2%
		Capital Markets — 3.2%
	304	Ameriprise Financial, Inc.		35,021
	1,467	Legg Mason, Inc.		63,790
	740	Northern Trust Corp.		45,781
	393	T. Rowe Price Group, Inc.		32,930

				177,522

		Commercial Banks — 8.9%
	506	First Republic Bank		26,504
	429	M&T Bank Corp.		49,927
	1,034	National Bank Holdings Corp., Class A		22,120
	624	PNC Financial Services Group, Inc. (The)		48,394
	1,366	SunTrust Banks, Inc.		50,279
	1,515	U.S. Bancorp		61,222
	4,956	Wells Fargo & Co.		224,998

				483,444

		Consumer Finance — 2.1%
	1,500	Capital One Financial Corp.		114,946

		Diversified Financial Services — 2.8%
	5,879	Bank of America Corp.		91,536
	1,209	Citigroup, Inc.		62,977

				154,513

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	43

JPMorgan Value Advantage Fund

SCHEDULE OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

(Amounts in thousands)


SHARES			SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
			Insurance — 9.5%
	111		Aflac, Inc.		7,435
	46		Alleghany Corp. (a)		18,380
	132		Allied World Assurance Co. Holdings AG, (Switzerland)		14,835
	1,332		American International Group, Inc.		68,014
	—	(h)	Berkshire Hathaway, Inc., Class A (a)		19,569
	1,508		Hartford Financial Services Group, Inc.		54,649
	1,971		Loews Corp.		95,064
	882		Marsh & McLennan Cos., Inc.		42,649
	1,170		Old Republic International Corp.		20,209
	727		Prudential Financial, Inc.		67,062
	545		Travelers Cos., Inc. (The)		49,362
	1,226		Unum Group		42,994
	374		W.R. Berkley Corp.		16,228

					516,450

			Real Estate Investment Trusts (REITs) — 2.8%
	892		American Homes 4 Rent, Class A		14,450
	1,113		American Residential Properties, Inc. (a)		19,105
	863		Brixmor Property Group, Inc. (a)		17,543
	924		Excel Trust, Inc.		10,524
	749		Kimco Realty Corp.		14,789
	1,021		Rayonier, Inc.		42,976
	1,222		Starwood Property Trust, Inc.		33,838

					153,225

			Real Estate Management & Development — 0.5%
	739		Brookfield Asset Management, Inc., (Canada), Class A		28,684

			Thrifts & Mortgage Finance — 0.4%
	2,339		Hudson City Bancorp, Inc.		22,052

			Total Financials		1,650,836

			Health Care — 9.3%
			Health Care Providers & Services — 1.7%
	255		Humana, Inc.		26,311
	397		National Healthcare Corp.		21,396
	602		UnitedHealth Group, Inc.		45,331

					93,038

			Pharmaceuticals — 7.6%
	974		Bristol-Myers Squibb Co.		51,772
	992		Johnson & Johnson		90,830
	1,878		Merck & Co., Inc.		93,994
	3,854		Pfizer, Inc.		118,032
	515		Valeant Pharmaceuticals International, Inc. (a)		60,473

					415,101

			Total Health Care		508,139


SHARES		SECURITY DESCRIPTION	VALUE($)

		Industrials — 5.7%
		Aerospace & Defense — 1.4%
	660	United Technologies Corp.		75,154

		Industrial Conglomerates — 1.0%
	667	Carlisle Cos., Inc.		52,930

		Machinery — 1.7%
	675	Dover Corp.		65,194
	351	Illinois Tool Works, Inc.		29,478

				94,672

		Professional Services — 1.0%
	803	Equifax, Inc.		55,472

		Road & Rail — 0.6%
	212	Union Pacific Corp.		35,566

		Total Industrials		313,794

		Information Technology — 6.1%
		Communications Equipment — 2.1%
	3,308	Cisco Systems, Inc.		74,273
	522	QUALCOMM, Inc.		38,792

				113,065

		Computers & Peripherals — 0.9%
	1,842	Hewlett-Packard Co.		51,539

		Semiconductors & Semiconductor Equipment — 2.4%
	889	Analog Devices, Inc.		45,267
	560	KLA-Tencor Corp.		36,110
	1,124	Texas Instruments, Inc.		49,359

				130,736

		Software — 0.7%
	1,032	Microsoft Corp.		38,639

		Total Information Technology		333,979

		Materials — 3.0%
		Chemicals — 0.5%
	425	Albemarle Corp.		26,966

		Construction Materials — 0.7%
	365	Martin Marietta Materials, Inc.		36,474

		Containers & Packaging — 1.4%
	775	Ball Corp.		40,021
	332	Rock Tenn Co., Class A		34,811

				74,832

		Metals & Mining — 0.4%
	289	Compass Minerals International, Inc.		23,126

		Total Materials		161,398

SEE NOTES TO FINANCIAL STATEMENTS.



44	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


SHARES		SECURITY DESCRIPTION	VALUE($)
	Common Stocks — Continued
		Telecommunication Services — 1.0%
		Wireless Telecommunication Services — 1.0%
	1,357	Vodafone Group plc, (United Kingdom), ADR		53,359

		Utilities — 6.4%
		Electric Utilities — 4.5%
	756	American Electric Power Co., Inc.		35,331
	676	Duke Energy Corp.		46,671
	845	Edison International		39,116
	717	NextEra Energy, Inc.		61,390
	438	Northeast Utilities		18,558
	1,599	Xcel Energy, Inc.		44,679

				245,745

		Multi-Utilities — 1.9%
	1,169	CenterPoint Energy, Inc.		27,107
	564	NiSource, Inc.		18,544
	664	Sempra Energy		59,574

				105,225

		Total Utilities		350,970

		Total Common Stocks (Cost $4,088,705)		5,079,932


SHARES		SECURITY DESCRIPTION	VALUE($)
	Short-Term Investment — 6.4%
		Investment Company — 6.4%
	347,203	JPMorgan Prime Money Market Fund, Institutional Class Shares, 0.010% (b) (l) (m) (Cost $347,203)		347,203

		Total Investments — 99.4% (Cost $4,435,908)		5,427,135
		Other Assets in Excess of Liabilities — 0.6%		31,577

		NET ASSETS — 100.0%	$	5,458,712

Percentages indicated are based on net assets.

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	45

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

NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS

AS OF DECEMBER 31, 2013 (Unaudited)


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

SEE NOTES TO FINANCIAL STATEMENTS.



46	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

THIS PAGE IS INTENTIONALLY LEFT BLANK



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	47

STATEMENTS OF ASSETS AND LIABILITIES

AS OF DECEMBER 31, 2013 (Unaudited)

(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	$	2,876,524	$	1,006,890		$	1,236,991	$	1,873,690
Investments in affiliates, at value		81,356		22,556			66,929		42,060

Total investment securities, at value		2,957,880		1,029,446			1,303,920		1,915,750
Receivables:
Investment securities sold		—		591			540		—
Fund shares sold		7,901		325			3,359		5,313
Dividends from non-affiliates		630		735			868		474
Dividends from affiliates		1		—	(a)		1		1
Other Assets		—		12			—		—

Total Assets		2,966,412		1,031,109			1,308,688		1,921,538


LIABILITIES:
Payables:
Investment securities purchased		9,787		976			34,409		1,333
Fund shares redeemed		1,412		116			4,430		9,476
Accrued liabilities:
Investment advisory fees		1,559		559			672		906
Administration fees		203		40			6		—
Shareholder servicing fees		365		62			6		322
Distribution fees		158		9			21		169
Custodian and accounting fees		20		20			15		25
Trustees’ and Chief Compliance Officer’s fees		3		2			1		2
Transfer agent fees		15		15			346		998
Other		8		9			117		124

Total Liabilities		13,530		1,808			40,023		13,355

Net Assets	$	2,952,882	$	1,029,301		$	1,268,665	$	1,908,183

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

SEE NOTES TO FINANCIAL STATEMENTS.



48	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Growth Advantage Fund			Mid Cap Core Fund			Mid Cap Equity Fund			Mid Cap Growth Fund
NET ASSETS:
Paid-in-Capital	$	2,026,222		$	831,023		$	863,197		$	1,268,947
Accumulated undistributed (distributions in excess of) net investment income		(2,590	)		336			(92	)		(3,849	)
Accumulated net realized gains (losses)		44,092			10,938			12,872			50,049
Net unrealized appreciation (depreciation)		885,158			187,004			392,688			593,036

Total Net Assets	$	2,952,882		$	1,029,301		$	1,268,665		$	1,908,183


Net Assets:
Class A	$	511,230		$	40,331		$	60,527		$	698,868
Class B		2,532			—			—			6,948
Class C		92,171			1,525			15,258			29,739
Class R2		—			441			—			631
Class R5		1,250,877			84			—			25,345
Class R6		50			581,842			—			59,986
Select Class		1,096,022			405,078			1,192,880			1,086,666

Total	$	2,952,882		$	1,029,301		$	1,268,665		$	1,908,183


Outstanding units of beneficial interest (shares) ($0.0001 par value; unlimited number of shares authorized):
Class A		37,552			1,873			1,457			27,588
Class B		204			—			—			388
Class C		7,410			71			372			1,379
Class R2		—			21			—			23
Class R5		89,604			4			—			903
Class R6		3			26,838			—			2,135
Select Class		79,153			18,723			28,593			38,872

Net Asset Value (a):
Class A — Redemption price per share	$	13.61		$	21.53		$	41.54		$	25.33
Class B — Offering price per share (b)		12.43			—			—			17.92
Class C — Offering price per share (b)		12.44			21.34			40.99			21.57
Class R2 — Offering and redemption price per share		—			21.44			—			27.24
Class R5 — Offering and redemption price per share		13.96			21.69			—			28.06
Class R6 — Offering and redemption price per share		13.96			21.68			—			28.09
Select Class — Offering and redemption price per share		13.85			21.64			41.72			27.96
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)]	$	14.36		$	22.72		$	43.84		$	26.73


Cost of investments in non-affiliates	$	1,991,366		$	819,886		$	844,303		$	1,280,654
Cost of investments in affiliates		81,356			22,556			66,929			42,060

(a)	Per share amounts may not recalculate due to rounding of net assets and/or shares outstanding.

(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.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	49

STATEMENTS OF ASSETS AND LIABILITIES

AS OF DECEMBER 31, 2013 (Unaudited) (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	$	14,496,411	$	396,611	$	5,079,932
Investments in affiliates, at value		338,467		27,757		347,203

Total investment securities, at value		14,834,878		424,368		5,427,135
Cash		—		211		—
Deposits at broker for securities sold short		—		389,953		—
Deposits at broker for futures contracts		—		370		—
Receivables:
Investment securities sold		17,423		800		43,759
Fund shares sold		17,230		3		17,418
Dividends from non-affiliates		17,091		423		7,129
Dividends from affiliates		6		1		6

Total Assets		14,886,628		816,129		5,495,447


LIABILITIES:
Payables:
Securities sold short, at value		—		392,783		—
Dividend expense to non-affiliates on securities sold short		—		467		—
Investment securities purchased		17,282		23		30,822
Interest expense to non-affiliates on securities sold short		—		77		—
Fund shares redeemed		31,136		120		1,753
Variation margin on futures contracts		—		10		—
Accrued liabilities:
Investment advisory fees		7,537		412		2,821
Shareholder servicing fees		1,371		—		665
Distribution fees		1,102		9		429
Custodian and accounting fees		122		24		41
Trustees’ and Chief Compliance Officer’s fees		18		1		8
Other		2,307		84		196

Total Liabilities		60,875		394,010		36,735

Net Assets	$	14,825,753	$	422,119	$	5,458,712

SEE NOTES TO FINANCIAL STATEMENTS.



50	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Mid Cap Value Fund			Multi-Cap Market Neutral Fund			Value Advantage Fund
NET ASSETS:
Paid-in-Capital	$	9,929,544		$	451,127		$	4,430,257
Accumulated undistributed (distributions in excess of) net investment income		2,640			(4,473	)		(881	)
Accumulated net realized gains (losses)		44,787			(61,401	)		38,109
Net unrealized appreciation (depreciation)		4,848,782			36,866			991,227

Total Net Assets	$	14,825,753		$	422,119		$	5,458,712


Net Assets:
Class A	$	3,333,576		$	13,110		$	1,212,340
Class B		12,570			252			—
Class C		589,548			9,738			293,855
Class R2		67,511			—			—
Institutional Class		8,027,191			—			2,166,564
Select Class		2,795,357			399,019			1,785,953

Total	$	14,825,753		$	422,119		$	5,458,712


Outstanding units of beneficial interest (shares)
($0.0001 par value; unlimited number of shares authorized):
Class A		96,564			1,320			44,795
Class B		371			27			—
Class C		17,534			1,031			10,855
Class R2		2,013			—			—
Institutional Class		228,592			—			79,790
Select Class		80,312			39,510			65,799

Net Asset Value (a):
Class A — Redemption price per share	$	34.52		$	9.93		$	27.06
Class B — Offering price per share (b)		33.87			9.43			—
Class C — Offering price per share (b)		33.62			9.44			27.07
Class R2 — Offering and redemption price per share		33.53			—			—
Institutional Class — Offering and redemption price per share		35.12			—			27.15
Select Class — Offering and redemption price per share		34.81			10.10			27.14
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)]	$	36.43		$	10.48		$	28.56


Cost of investments in non-affiliates	$	9,647,629		$	316,685		$	4,088,705
Cost of investments in affiliates		338,467			27,757			347,203
Proceeds from securities sold short		—			349,840			—

(a)	Per share amounts may not recalculate due to rounding of net assets and/or shares outstanding.

(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.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	51

STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 (Unaudited)

(Amounts in thousands)


	Growth Advantage Fund			Mid Cap Core Fund			Mid Cap Equity Fund			Mid Cap Growth Fund
INVESTMENT INCOME:
Dividend income from non-affiliates	$	10,248		$	6,256		$	7,256		$	7,261
Dividend income from affiliates		8			10			9			8

Total investment income		10,256			6,266			7,265			7,269


EXPENSES:
Investment advisory fees		8,066			3,165			3,703			5,772
Administration fees		1,044			410			479			747
Distribution fees:
Class A		478			43			49			816
Class B		8			—			—			27
Class C		242			3			39			101
Class R2		—			1			—			1
Shareholder servicing fees:
Class A		478			43			49			816
Class B		3			—			—			9
Class C		80			1			13			34
Class R2		—			—	(a)		—			—	(a)
Class R5		260			—	(a)		—			6
Select Class		1,240			553			1,362			1,265
Custodian and accounting fees		37			29			24			37
Interest expense to affiliates		—			—	(a)		—	(a)		—
Professional fees		26			27			27			30
Trustees’ and Chief Compliance Officer’s fees		14			5			6			10
Printing and mailing costs		47			19			111			110
Registration and filing fees		138			51			75			55
Transfer agent fees		473			63			1,111			1,284
Other		50			10			9			18

Total expenses		12,684			4,423			7,057			11,138

Less amounts waived		(191	)		(371	)		(1,852	)		(1,842	)

Net expenses		12,493			4,052			5,205			9,296

Net investment income (loss)		(2,237	)		2,214			2,060			(2,027	)


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from investments in non-affiliates		137,896			32,445			63,620			183,600
Distributions of realized gains by investment company affiliates		1			—			1			—
Change in net unrealized appreciation/depreciation of investments in non-affiliates		407,828			128,965			124,615			181,132

Net realized/unrealized gains (losses)		545,725			161,410			188,236			364,732

Change in net assets resulting from operations	$	543,488		$	163,624		$	190,296		$	362,705

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

SEE NOTES TO FINANCIAL STATEMENTS.



52	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Mid Cap Value Fund			Multi-Cap Market Neutral Fund			Value Advantage Fund
INVESTMENT INCOME:
Dividend income from non-affiliates	$	123,425		$	2,771		$	47,350
Dividend income from affiliates		170			8			38

Total investment income		123,595			2,779			47,388


EXPENSES:
Investment advisory fees		46,289			2,347			14,738
Administration fees		5,994			158			1,907
Distribution fees:
Class A		4,104			17			1,257
Class B		51			1			—
Class C		2,131			39			955
Class R2		157			—			—
Shareholder servicing fees:
Class A		4,104			17			1,257
Class B		17			—	(a)		—
Class C		710			13			318
Class R2		79			—			—
Institutional Class		3,679			—			901
Select Class		3,696			439			1,841
Custodian and accounting fees		214			42			71
Professional fees		66			35			35
Trustees’ and Chief Compliance Officer’s fees		80			2			25
Printing and mailing costs		604			3			126
Registration and filing fees		262			25			131
Transfer agent fees		7,802			53			1,713
Other		131			11			21
Dividend expense to non-affiliates on securities sold short		—			2,066			—
Interest expense to non-affiliates on securities sold short		—			333			—

Total expenses		80,170			5,601			25,296

Less amounts waived		(12,528	)		(832	)		(2,956	)

Net expenses		67,642			4,769			22,340

Net investment income (loss)		55,953			(1,990	)		25,048


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments in non-affiliates		413,993			42,234			152,985
Futures		—			(970	)		—
Securities sold short		—			(31,780	)		—

Net realized gain (loss)		413,993			9,484			152,985

Distributions of realized gains by investment company affiliates		6			—			5
Change in net unrealized appreciation/depreciation of:
Investments in non-affiliates		1,421,768			19,890			409,220
Futures		—			(124	)		—
Securities sold short		—			(21,407	)		—

Change in net unrealized appreciation/depreciation		1,421,768			(1,641	)		409,220

Net realized/unrealized gains (losses)		1,835,767			7,843			562,210

Change in net assets resulting from operations	$	1,891,720		$	5,853		$	587,258

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

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	53

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED

(Amounts in thousands)


	Growth Advantage Fund						Mid Cap Core Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	(2,237	)	$	6,260		$	2,214		$	8,236
Net realized gain (loss)		137,896			56,467			32,445			107,445
Distributions of capital gains received from investment company affiliates		1			—			—			—
Change in net unrealized appreciation/depreciation		407,828			252,716			128,965			43,825

Change in net assets resulting from operations		543,488			315,443			163,624			159,506


DISTRIBUTIONS TO SHAREHOLDERS:
Class A
From net investment income		—			(188	)		(24	)		(194	)
From net realized gains		(21,773	)		(670	)		(4,446	)		(241	)
Class B
From net realized gains		(123	)		(8	)		—			—
Class C
From net investment income		—			—			(1	)		—	(a)
From net realized gains		(4,242	)		(106	)		(156	)		(2	)
Class R2
From net investment income		—			—			—	(a)		(1	)
From net realized gains		—			—			(49	)		(1	)
Class R5
From net investment income		—			(2,904	)		—	(a)		(1	)
From net realized gains		(54,106	)		(1,960	)		(9	)		(1	)
Class R6
From net investment income		—			—			(2,504	)		(3,133	)
From net realized gains		—			—			(64,087	)		(3,322	)
Select Class
From net investment income		—			(1,645	)		(1,001	)		(4,129	)
From net realized gains		(49,152	)		(2,119	)		(50,490	)		(5,178	)

Total distributions to shareholders		(129,396	)		(9,600	)		(122,767	)		(16,203	)


CAPITAL TRANSACTIONS:
Change in net assets resulting from capital transactions		539,368			338,022			125,024			370,595


NET ASSETS:
Change in net assets		953,460			643,865			165,881			513,898
Beginning of period		1,999,422			1,355,557			863,420			349,522

End of period	$	2,952,882		$	1,999,422		$	1,029,301		$	863,420

Accumulated undistributed (distributions in excess of) net investment income	$	(2,590	)	$	(353	)	$	336		$	1,652

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

SEE NOTES TO FINANCIAL STATEMENTS.



54	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Mid Cap Equity Fund						Mid Cap Growth Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	2,060		$	5,474		$	(2,027	)	$	155
Net realized gain (loss)		63,620			64,936			183,600			146,094
Distributions of capital gains received from investment company affiliates		1			—			—			—
Change in net unrealized appreciation/depreciation		124,615			143,890			181,132			169,741

Change in net assets resulting from operations		190,296			214,300			362,705			315,990


DISTRIBUTIONS TO SHAREHOLDERS:
Class A
From net investment income		(29	)		(31	)		—			—
From net realized gains		(4,217	)		(75	)		(69,231	)		(25,563	)
Class B
From net realized gains		—			—			(943	)		(531	)
Class C
From net investment income		—			(1	)		—			—
From net realized gains		(1,100	)		(15	)		(3,392	)		(1,148	)
Class R2
From net realized gains		—			—			(58	)		(11	)
Class R5
From net realized gains		—			—			(2,276	)		(664	)
Class R6
From net realized gains		—			—			(5,408	)		(826	)
Select Class
From net investment income		(1,909	)		(4,620	)		—			—
From net realized gains		(90,616	)		(6,960	)		(99,863	)		(36,115	)

Total distributions to shareholders		(97,871	)		(11,702	)		(181,171	)		(64,858	)


CAPITAL TRANSACTIONS:
Change in net assets resulting from capital transactions		216,013			(63,705	)		148,852			(100,151	)


NET ASSETS:
Change in net assets		308,438			138,893			330,386			150,981
Beginning of period		960,227			821,334			1,577,797			1,426,816

End of period	$	1,268,665		$	960,227		$	1,908,183		$	1,577,797

Accumulated undistributed (distributions in excess of) net investment income	$	(92	)	$	(214	)	$	(3,849	)	$	(1,822	)

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	55

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Mid Cap Value Fund						Multi-Cap Market Neutral Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	55,953		$	98,124		$	(1,990	)	$	(4,302	)
Net realized gain (loss)		413,993			465,647			9,484			21,526
Distributions of capital gains received from investment company affiliates		6			—			—			—
Change in net unrealized appreciation/depreciation		1,421,768			1,779,184			(1,641	)		(12,985	)

Change in net assets resulting from operations		1,891,720			2,342,955			5,853			4,239


DISTRIBUTIONS TO SHAREHOLDERS:
Class A
From net investment income		(14,338	)		(25,622	)		—			—
From net realized gains		(135,361	)		(19,155	)		—			—
Class B
From net realized gains		(524	)		(292	)		—			—
Class C
From net investment income		(38	)		(2,608	)		—			—
From net realized gains		(24,588	)		(3,426	)		—			—
Class R2
From net investment income		(201	)		(363	)		—			—
From net realized gains		(2,784	)		(258	)		—			—
Institutional Class
From net investment income		(69,637	)		(64,280	)		—			—
From net realized gains		(318,626	)		(34,137	)		—			—
Select Class
From net investment income		(17,743	)		(27,916	)		—			—
From net realized gains		(112,976	)		(17,242	)		—			—

Total distributions to shareholders		(696,816	)		(195,299	)		—			—


CAPITAL TRANSACTIONS:
Change in net assets resulting from capital transactions		367,867			3,305,779			72,480			(174,093	)


NET ASSETS:
Change in net assets		1,562,771			5,453,435			78,333			(169,854	)
Beginning of period		13,262,982			7,809,547			343,786			513,640

End of period	$	14,825,753		$	13,262,982		$	422,119		$	343,786

Accumulated undistributed (distributions in excess of) net investment income	$	2,640		$	48,644		$	(4,473	)	$	(2,483	)

SEE NOTES TO FINANCIAL STATEMENTS.



56	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Value Advantage Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS:
Net investment income (loss)	$	25,048		$	27,476
Net realized gain (loss)		152,985			52,298
Distributions of capital gains received from investment company affiliates		5			—
Change in net unrealized appreciation/depreciation		409,220			438,061

Change in net assets resulting from operations		587,258			517,835


DISTRIBUTIONS TO SHAREHOLDERS:
Class A
From net investment income		(6,931	)		(4,504	)
From net realized gains		(30,061	)		(1,946	)
Class C
From net investment income		(562	)		(368	)
From net realized gains		(7,282	)		(536	)
Institutional Class
From net investment income		(19,755	)		(8,338	)
From net realized gains		(54,303	)		(2,763	)
Select Class
From net investment income		(12,951	)		(7,570	)
From net realized gains		(42,336	)		(2,914	)

Total distributions to shareholders		(174,181	)		(28,939	)


CAPITAL TRANSACTIONS:
Change in net assets resulting from capital transactions		1,348,712			2,075,888


NET ASSETS:
Change in net assets		1,761,789			2,564,784
Beginning of period		3,696,923			1,132,139

End of period	$	5,458,712		$	3,696,923

Accumulated undistributed (distributions in excess of) net investment income	$	(881	)	$	14,270

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	57

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Growth Advantage Fund						Mid Cap Core Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
CAPITAL TRANSACTIONS:
Class A
Proceeds from shares issued	$	202,146		$	118,895		$	12,837		$	30,581
Distributions reinvested		21,355			834			4,373			434
Cost of shares redeemed		(49,865	)		(80,737	)		(6,436	)		(7,742	)

Change in net assets resulting from Class A capital transactions	$	173,636		$	38,992		$	10,774		$	23,273

Class B
Proceeds from shares issued	$	179		$	106		$	—		$	—
Distributions reinvested		118			7			—			—
Cost of shares redeemed		(223	)		(752	)		—			—

Change in net assets resulting from Class B capital transactions	$	74		$	(639	)	$	—		$	—

Class C
Proceeds from shares issued	$	40,985		$	15,313		$	1,053		$	402
Distributions reinvested		3,500			83			153			2
Cost of shares redeemed		(4,481	)		(6,338	)		(93	)		(134	)

Change in net assets resulting from Class C capital transactions	$	40,004		$	9,058		$	1,113		$	270

Class R2
Proceeds from shares issued	$	—		$	—		$	232		$	139
Distributions reinvested		—			—			16			2
Cost of shares redeemed		—			—			(25	)		(1	)

Change in net assets resulting from Class R2 capital transactions	$	—		$	—		$	223		$	140

Class R5
Proceeds from shares issued	$	206,397		$	327,999		$	—		$	—
Distributions reinvested		54,106			4,864			9			2
Cost of shares redeemed		(19,995	)		(97,306	)		—			—

Change in net assets resulting from Class R5 capital transactions	$	240,508		$	235,557		$	9		$	2

Class R6 (a)
Proceeds from shares issued	$	50		$	—		$	96,094		$	370,724
Distributions reinvested		—			—			66,591			6,360
Cost of shares redeemed		—			—			(3	)		(60,026	)

Change in net assets resulting from Class R6 capital transactions	$	50		$	—		$	162,682		$	317,058

Select Class
Proceeds from shares issued	$	214,819		$	347,648		$	9,180		$	184,036
Distributions reinvested		20,345			264			2,460			201
Cost of shares redeemed		(150,068	)		(292,858	)		(61,417	)		(154,385	)

Change in net assets resulting from Select Class capital transactions	$	85,096		$	55,054		$	(49,777	)	$	29,852

Total change in net assets resulting from capital transactions	$	539,368		$	338,022		$	125,024		$	370,595

(a)	Commencement of offering of class of shares effective December 23, 2013 for Growth Advantage Fund.

SEE NOTES TO FINANCIAL STATEMENTS.



58	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Growth Advantage Fund						Mid Cap Core Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
SHARE TRANSACTIONS:
Class A
Issued		15,571			11,374			574			1,728
Reinvested		1,645			85			213			25
Redeemed		(3,877	)		(7,790	)		(289	)		(405	)

Change in Class A Shares		13,339			3,669			498			1,348

Class B
Issued		15			10			—			—
Reinvested		10			1			—			—
Redeemed		(19	)		(79	)		—			—

Change in Class B Shares		6			(68	)		—			—

Class C
Issued		3,437			1,585			47			21
Reinvested		295			9			7			—	(a)
Redeemed		(380	)		(669	)		(4	)		(7	)

Change in Class C Shares		3,352			925			50			14

Class R2
Issued		—			—			11			7
Reinvested		—			—			1			—	(a)
Redeemed		—			—			(1	)		—	(a)

Change in Class R2 Shares		—			—			11			7

Class R5
Issued		15,558			32,409			—			—
Reinvested		4,065			481			1			—	(a)
Redeemed		(1,531	)		(9,664	)		—			—

Change in Class R5 Shares		18,092			23,226			1			—	(a)

Class R6 (b)
Issued		3			—			4,280			20,721
Reinvested		—			—			3,201			356
Redeemed		—			—			—	(a)		(3,360	)

Change in Class R6 Shares		3			—			7,481			17,717

Select Class
Issued		16,494			31,902			424			10,273
Reinvested		1,541			26			119			11
Redeemed		(11,529	)		(28,131	)		(2,740	)		(8,021	)

Change in Select Class Shares		6,506			3,797			(2,197	)		2,263

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

(b)	Commencement of offering of class of shares effective December 23, 2013 for Growth Advantage Fund.

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	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 Equity Fund						Mid Cap Growth Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
CAPITAL TRANSACTIONS:
Class A
Proceeds from shares issued	$	35,763		$	17,130		$	40,866		$	48,342
Distributions reinvested		4,242			106			65,053			23,844
Cost of shares redeemed		(2,808	)		(5,274	)		(57,579	)		(115,922	)

Change in net assets resulting from Class A capital transactions	$	37,197		$	11,962		$	48,340		$	(43,736	)

Class B
Proceeds from shares issued	$	—		$	—		$	44		$	163
Distributions reinvested		—			—			905			512
Cost of shares redeemed		—			—			(1,400	)		(4,906	)

Change in net assets resulting from Class B capital transactions	$	—		$	—		$	(451	)	$	(4,231	)

Class C
Proceeds from shares issued	$	8,269		$	4,723		$	3,537		$	2,471
Distributions reinvested		1,100			16			2,860			948
Cost of shares redeemed		(836	)		(349	)		(2,433	)		(5,306	)

Change in net assets resulting from Class C capital transactions	$	8,533		$	4,390		$	3,964		$	(1,887	)

Class R2
Proceeds from shares issued	$	—		$	—		$	355		$	122
Distributions reinvested		—			—			58			11
Cost of shares redeemed		—			—			(139	)		(90	)

Change in net assets resulting from Class R2 capital transactions	$	—		$	—		$	274		$	43

Class R5
Proceeds from shares issued	$	—		$	—		$	4,753		$	4,842
Distributions reinvested		—			—			2,276			664
Cost of shares redeemed		—			—			(1,903	)		(5,382	)

Change in net assets resulting from Class R5 capital transactions	$	—		$	—		$	5,126		$	124

Class R6
Proceeds from shares issued	$	—		$	—		$	6,861		$	32,440
Distributions reinvested		—			—			4,757			826
Cost of shares redeemed		—			—			(4,748	)		(4,753	)

Change in net assets resulting from Class R6 capital transactions	$	—		$	—		$	6,870		$	28,513

Select Class
Proceeds from shares issued	$	289,002		$	425,901		$	85,888		$	131,018
Distributions reinvested		81,358			10,102			84,914			30,576
Cost of shares redeemed		(200,077	)		(516,060	)		(86,073	)		(240,571	)

Change in net assets resulting from Select Class capital transactions	$	170,283		$	(80,057	)	$	84,729		$	(78,977	)

Total change in net assets resulting from capital transactions	$	216,013		$	(63,705	)	$	148,852		$	(100,151	)

SEE NOTES TO FINANCIAL STATEMENTS.



60	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Mid Cap Equity Fund						Mid Cap Growth Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
SHARE TRANSACTIONS:
Class A
Issued		862			475			1,615			2,246
Reinvested		107			3			2,708			1,214
Redeemed		(68	)		(147	)		(2,259	)		(5,508	)

Change in Class A Shares		901			331			2,064			(2,048	)

Class B
Issued		—			—			3			11
Reinvested		—			—			53			35
Redeemed		—			—			(75	)		(313	)

Change in Class B Shares		—			—			(19	)		(267	)

Class C
Issued		201			132			161			134
Reinvested		28			1			140			55
Redeemed		(20	)		(10	)		(111	)		(292	)

Change in Class C Shares		209			123			190			(103	)

Class R2
Issued		—			—			13			5
Reinvested		—			—			2			1
Redeemed		—			—			(5	)		(4	)

Change in Class R2 Shares		—			—			10			2

Class R5
Issued		—			—			177			207
Reinvested		—			—			86			31
Redeemed		—			—			(70	)		(229	)

Change in Class R5 Shares		—			—			193			9

Class R6
Issued		—			—			245			1,389
Reinvested		—			—			179			39
Redeemed		—			—			(173	)		(204	)

Change in Class R6 Shares		—			—			251			1,224

Select Class
Issued		7,020			12,148			3,097			5,687
Reinvested		2,038			297			3,204			1,429
Redeemed		(4,871	)		(14,229	)		(3,099	)		(10,555	)

Change in Select Class Shares		4,187			(1,784	)		3,202			(3,439	)

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	61

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Mid Cap Value Fund						Multi-Cap Market Neutral Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
CAPITAL TRANSACTIONS:
Class A
Proceeds from shares issued	$	247,511		$	1,210,890		$	2,055		$	5,478
Distributions reinvested		139,350			42,247			—			—
Cost of shares redeemed		(491,193	)		(610,574	)		(3,223	)		(11,203	)

Change in net assets resulting from Class A capital transactions	$	(104,332	)	$	642,563		$	(1,168	)	$	(5,725	)

Class B
Proceeds from shares issued	$	52		$	334		$	3		$	3
Distributions reinvested		502			267			—			—
Cost of shares redeemed		(4,631	)		(49,930	)		(283	)		(870	)

Change in net assets resulting from Class B capital transactions	$	(4,077	)	$	(49,329	)	$	(280	)	$	(867	)

Class C
Proceeds from shares issued	$	17,449		$	133,195		$	104		$	751
Distributions reinvested		19,472			4,745			—			—
Cost of shares redeemed		(31,043	)		(66,664	)		(1,656	)		(5,233	)

Change in net assets resulting from Class C capital transactions	$	5,878		$	71,276		$	(1,552	)	$	(4,482	)

Class R2
Proceeds from shares issued	$	10,559		$	45,141		$	—		$	—
Distributions reinvested		2,790			576			—			—
Cost of shares redeemed		(8,068	)		(10,908	)		—			—

Change in net assets resulting from Class R2 capital transactions	$	5,281		$	34,809		$	—		$	—

Institutional Class
Proceeds from shares issued	$	1,168,105		$	2,982,640		$	—		$	—
Distributions reinvested		315,542			79,639			—			—
Cost of shares redeemed		(678,281	)		(1,002,437	)		—			—

Change in net assets resulting from Institutional Class capital transactions	$	805,366		$	2,059,842		$	—		$	—

Select Class
Proceeds from shares issued	$	293,329		$	1,124,563		$	78,247		$	29,513
Distributions reinvested		120,569			34,904			—			—
Cost of shares redeemed		(754,147	)		(612,849	)		(2,767	)		(192,532	)

Change in net assets resulting from Select Class capital transactions	$	(340,249	)	$	546,618		$	75,480		$	(163,019	)

Total change in net assets resulting from capital transactions	$	367,867		$	3,305,779		$	72,480		$	(174,093	)

SEE NOTES TO FINANCIAL STATEMENTS.



62	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Mid Cap Value Fund						Multi-Cap Market Neutral Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013			Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
SHARE TRANSACTIONS:
Class A
Issued		7,353			42,201			209			567
Reinvested		4,172			1,526			—			—
Redeemed		(14,641	)		(21,054	)		(330	)		(1,165	)

Change in Class A Shares		(3,116	)		22,673			(121	)		(598	)

Class B
Issued		2			12			1			—	(a)
Reinvested		15			10			—			—
Redeemed		(141	)		(1,796	)		(31	)		(94	)

Change in Class B Shares		(124	)		(1,774	)		(30	)		(94	)

Class C
Issued		535			4,806			10			81
Reinvested		602			176			—			—
Redeemed		(946	)		(2,386	)		(178	)		(568	)

Change in Class C Shares		191			2,596			(168	)		(487	)

Class R2
Issued		323			1,617			—			—
Reinvested		86			22			—			—
Redeemed		(246	)		(378	)		—			—

Change in Class R2 Shares		163			1,261			—			—

Institutional Class
Issued		33,569			101,790			—			—
Reinvested		9,240			2,827			—			—
Redeemed		(19,677	)		(34,195	)		—			—

Change in Institutional Class Shares		23,132			70,422			—			—

Select Class
Issued		8,647			38,813			7,798			3,039
Reinvested		3,571			1,250			—			—
Redeemed		(21,757	)		(20,799	)		(278	)		(19,620	)

Change in Select Class Shares		(9,539	)		19,264			7,520			(16,581	)

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

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	63

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE PERIODS INDICATED (continued)

(Amounts in thousands)


	Value Advantage Fund
	Six Months Ended 12/31/2013 (Unaudited)			Year Ended 6/30/2013
CAPITAL TRANSACTIONS:
Class A
Proceeds from shares issued	$	420,020		$	586,395
Distributions reinvested		34,685			6,154
Cost of shares redeemed		(119,561	)		(121,764	)

Change in net assets resulting from Class A capital transactions	$	335,144		$	470,785

Class C
Proceeds from shares issued	$	63,275		$	82,479
Distributions reinvested		6,053			752
Cost of shares redeemed		(11,300	)		(20,667	)

Change in net assets resulting from Class C capital transactions	$	58,028		$	62,564

Institutional Class
Proceeds from shares issued	$	687,571		$	953,269
Distributions reinvested		69,075			10,007
Cost of shares redeemed		(206,082	)		(69,891	)

Change in net assets resulting from Institutional Class capital transactions	$	550,564		$	893,385

Select Class
Proceeds from shares issued	$	619,318		$	759,414
Distributions reinvested		49,543			7,729
Cost of shares redeemed		(263,885	)		(117,989	)

Change in net assets resulting from Select Class capital transactions	$	404,976		$	649,154

Total change in net assets resulting from capital transactions	$	1,348,712		$	2,075,888


SHARE TRANSACTIONS:
Class A
Issued		16,227			26,590
Reinvested		1,320			287
Redeemed		(4,587	)		(5,402	)

Change in Class A Shares		12,960			21,475

Class C
Issued		2,434			3,602
Reinvested		232			35
Redeemed		(433	)		(938	)

Change in Class C Shares		2,233			2,699

Institutional Class
Issued		26,119			42,258
Reinvested		2,610			466
Redeemed		(7,758	)		(3,137	)

Change in Institutional Class Shares		20,971			39,587

Select Class
Issued		23,439			34,123
Reinvested		1,877			360
Redeemed		(9,896	)		(5,249	)

Change in Select Class Shares		15,420			29,234

SEE NOTES TO FINANCIAL STATEMENTS.



64	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

THIS PAGE IS INTENTIONALLY LEFT BLANK



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	65

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED


			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
Growth Advantage Fund
Class A
Six Months Ended December 31, 2013 (Unaudited)	$	11.43	$	(0.03	)(f)	$	2.85		$	2.82		$	—		$	(0.64	)	$	(0.64	)
Year Ended June 30, 2013		9.49		0.01	(f)(g)		1.97			1.98			(0.01	)		(0.03	)		(0.04	)
Year Ended June 30, 2012		9.28		(0.03	)(f)(h)		0.24			0.21			—			—			—
Year Ended June 30, 2011		6.76		(0.04	)(f)		2.56			2.52			—			—			—
Year Ended June 30, 2010		5.88		(0.03	)(f)		0.91			0.88			—			—			—
Year Ended June 30, 2009		8.14		(0.03	)(f)		(2.23	)		(2.26	)		—			—			—

Class B
Six Months Ended December 31, 2013 (Unaudited)		10.50		(0.05	)(f)		2.62			2.57			—			(0.64	)		(0.64	)
Year Ended June 30, 2013		8.76		(0.04	)(f)(g)		1.81			1.77			—			(0.03	)		(0.03	)
Year Ended June 30, 2012		8.61		(0.07	)(f)(h)		0.22			0.15			—			—			—
Year Ended June 30, 2011		6.31		(0.07	)(f)		2.37			2.30			—			—			—
Year Ended June 30, 2010		5.51		(0.06	)(f)		0.86			0.80			—			—			—
Year Ended June 30, 2009		7.67		(0.06	)(f)		(2.10	)		(2.16	)		—			—			—

Class C
Six Months Ended December 31, 2013 (Unaudited)		10.51		(0.05	)(f)		2.62			2.57			—			(0.64	)		(0.64	)
Year Ended June 30, 2013		8.77		(0.04	)(f)(g)		1.81			1.77			—			(0.03	)		(0.03	)
Year Ended June 30, 2012		8.61		(0.07	)(f)(h)		0.23			0.16			—			—			—
Year Ended June 30, 2011		6.31		(0.08	)(f)		2.38			2.30			—			—			—
Year Ended June 30, 2010		5.52		(0.06	)(f)		0.85			0.79			—			—			—
Year Ended June 30, 2009		7.68		(0.06	)(f)		(2.10	)		(2.16	)		—			—			—

Class R5
Six Months Ended December 31, 2013 (Unaudited)		11.68		—	(f)(j)		2.92			2.92			—			(0.64	)		(0.64	)
Year Ended June 30, 2013		9.69		0.06	(f)(g)		2.01			2.07			(0.05	)		(0.03	)		(0.08	)
Year Ended June 30, 2012		9.44		0.01	(f)(h)		0.24			0.25			—			—			—
Year Ended June 30, 2011		6.86		—	(f)(j)		2.58			2.58			—			—			—
Year Ended June 30, 2010		5.93		—	(f)(j)		0.93			0.93			—			—			—
January 8, 2009 (i) through June 30, 2009		5.37		—	(f)(j)		0.56			0.56			—			—			—

Class R6
December 23, 2013 (i) through December 31, 2013 (Unaudited)		13.86		—	(f)(j)		0.10			0.10			—			—			—

Select Class
Six Months Ended December 31, 2013 (Unaudited)		11.60		(0.01	)(f)		2.90			2.89			—			(0.64	)		(0.64	)
Year Ended June 30, 2013		9.63		0.04	(f)(g)		1.98			2.02			(0.02	)		(0.03	)		(0.05	)
Year Ended June 30, 2012		9.39		(0.02	)(f)(h)		0.26			0.24			—			—			—
Year Ended June 30, 2011		6.83		(0.02	)(f)		2.58			2.56			—			—			—
Year Ended June 30, 2010		5.93		(0.01	)(f)		0.91			0.90			—			—			—
Year Ended June 30, 2009		8.18		(0.01	)(f)		(2.24	)		(2.25	)		—			—			—

(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 values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

(d)	Includes earnings credits and interest expense, if applicable, each of which is less than 0.01% unless otherwise noted.

(e)

Portfolio turnover is calculated by dividing the lesser of total purchases or sales of portfolio securities for the reporting period by the monthly average value of portfolio securities owned during the reporting period. Excluded from both the numerator and denominator are amounts relating to derivatives and securities whose maturities or expiration dates at the time of acquisition were one year or less.

(f)	Calculated based upon average shares outstanding.

SEE NOTES TO FINANCIAL STATEMENTS.



66	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


		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)(e)


$	13.61		24.91	%	$	511,230		1.24	%		(0.41	)%		1.30	%		34	%
	11.43		20.95			276,670		1.24			0.11	(g)		1.28			76
	9.49		2.26			194,911		1.25			(0.37	)(h)		1.30			86
	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


	12.43		24.73			2,532		1.73			(0.91	)		1.79			34
	10.50		20.29			2,081		1.74			(0.38	)(g)		1.78			76
	8.76		1.74			2,327		1.75			(0.89	)(h)		1.80			86
	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


	12.44		24.71			92,171		1.74			(0.91	)		1.80			34
	10.51		20.27			42,655		1.74			(0.38	)(g)		1.78			76
	8.77		1.86			27,469		1.75			(0.84	)(h)		1.80			86
	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


	13.96		25.23			1,250,877		0.84			(0.02	)		0.85			34
	11.68		21.49			835,233		0.83			0.55	(g)		0.84			76
	9.69		2.65			468,064		0.85			0.07	(h)		0.85			86
	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


	13.96		0.72			50		0.80			(0.17	)		0.82			34


	13.85		25.15			1,096,022		1.04			(0.21	)		1.05			34
	11.60		21.14			842,783		1.03			0.37	(g)		1.03			76
	9.63		2.56			662,786		1.05			(0.18	)(h)		1.05			86
	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

(g)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $(0.02), $(0.06), $(0.06), $0.03 and $0.01 for Class A, Class B, Class C, Class R5 and Select Class Shares, respectively, and the net investment income (loss) ratio would have been (0.17)%, (0.66)%, (0.66)%, 0.27% and 0.09% for Class A, Class B, Class C, Class R5 and Select Class Shares, respectively.

(h)

Reflects a special dividend paid out during the period by one of the Fund’s holdings. Had the Fund not received the special dividend, the net investment income (loss) per share would have been $(0.05), $(0.09), $(0.09), $(0.01) and $(0.03) for Class A, Class B, Class C, Class R5 and Select Class Shares, respectively, and the net investment income (loss) ratio would have been (0.56)%, (1.08)%, (1.03)%, (0.12)% and (0.37)% for Class A, Class B, Class C, Class R5 and Select Class Shares, respectively.

(i)	Commencement of offering of class of shares.

(j)	Amount rounds to less than $0.01.

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	67

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 Core Fund
Class A
Six Months Ended December 31, 2013 (Unaudited)	$	20.60	$	0.01	(f)(g)	$	3.64		$	3.65		$	(0.01	)	$	(2.71	)	$	(2.72	)
Year Ended June 30, 2013		17.16		0.15	(f)(h)		3.66			3.81			(0.16	)		(0.21	)		(0.37	)
Year Ended June 30, 2012		17.19		0.08	(f)		(0.10	)		(0.02	)		—	(i)		(0.01	)		(0.01	)
November 30, 2010 (j) through June 30, 2011		15.00		0.01	(f)		2.18			2.19			—	(i)		—			—	(i)

Class C
Six Months Ended December 31, 2013 (Unaudited)		20.49		(0.05	)(f)(g)		3.62			3.57			(0.01	)		(2.71	)		(2.72	)
Year Ended June 30, 2013		17.03		0.04	(f)(h)		3.67			3.71			(0.04	)		(0.21	)		(0.25	)
Year Ended June 30, 2012		17.15		—	(f)(i)		(0.11	)		(0.11	)		—	(i)		(0.01	)		(0.01	)
November 30, 2010 (j) through June 30, 2011		15.00		(0.04	)(f)		2.19			2.15			—			—			—

Class R2
Six Months Ended December 31, 2013 (Unaudited)		20.55		(0.02	)(f)(g)		3.63			3.61			(0.01	)		(2.71	)		(2.72	)
Year Ended June 30, 2013		17.10		0.10	(f)(h)		3.65			3.75			(0.09	)		(0.21	)		(0.30	)
Year Ended June 30, 2012		17.17		0.04	(f)		(0.10	)		(0.06	)		—	(i)		(0.01	)		(0.01	)
November 30, 2010 (j) through June 30, 2011		15.00		(0.02	)(f)		2.19			2.17			—			—			—

Class R5
Six Months Ended December 31, 2013 (Unaudited)		20.75		0.06	(f)(g)		3.67			3.73			(0.08	)		(2.71	)		(2.79	)
Year Ended June 30, 2013		17.23		0.22	(f)(h)		3.70			3.92			(0.19	)		(0.21	)		(0.40	)
Year Ended June 30, 2012		17.23		0.15	(f)		(0.09	)		0.06			(0.05	)		(0.01	)		(0.06	)
November 30, 2010 (j) through June 30, 2011		15.00		0.05	(f)		2.19			2.24			(0.01	)		—			(0.01	)

Class R6
Six Months Ended December 31, 2013 (Unaudited)		20.75		0.06	(f)(g)		3.67			3.73			(0.09	)		(2.71	)		(2.80	)
Year Ended June 30, 2013		17.23		0.24	(f)(h)		3.69			3.93			(0.20	)		(0.21	)		(0.41	)
Year Ended June 30, 2012		17.24		0.21	(f)		(0.15	)		0.06			(0.06	)		(0.01	)		(0.07	)
January 31, 2011 (m) through June 30, 2011		16.36		0.05	(f)		0.83			0.88			—			—			—

Select Class
Six Months Ended December 31, 2013 (Unaudited)		20.69		0.04	(f)(g)		3.67			3.71			(0.05	)		(2.71	)		(2.76	)
Year Ended June 30, 2013		17.18		0.20	(f)(h)		3.69			3.89			(0.17	)		(0.21	)		(0.38	)
Year Ended June 30, 2012		17.22		0.13	(f)		(0.12	)		0.01			(0.04	)		(0.01	)		(0.05	)
November 30, 2010 (j) through June 30, 2011		15.00		0.04	(f)		2.19			2.23			(0.01	)		—			(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, if applicable, each of which is less than 0.01% unless otherwise noted.

(e)

(f)	Calculated based upon average shares outstanding.

(g)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $0.00, $(0.05), $(0.02), $0.05, $0.06 and $0.04 for Class A, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively, and the net investment income (loss) ratio would have been 0.03%, (0.44)%, (0.21)%, 0.47%, 0.52% and 0.36% for Class A, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively.

(h)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $0.06, $(0.05), $0.01, $0.13, $0.15 and $0.11 for Class A, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively, and the net investment income (loss) ratio would have been 0.32%, (0.29)%, 0.03%, 0.70%, 0.77% and 0.56% for Class A, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively.

(i)	Amount rounds to less than $0.01.

(j)	Commencement of operations.

(k)	Certain non-recurring expenses incurred by the Fund were not annualized for the period ended June 30, 2011.

(l)	Ratios are disproportionate between classes due to the size of net assets and fixed expense.

(m)	Commencement of offering of class of shares.

SEE NOTES TO FINANCIAL STATEMENTS.



68	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


		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)(e)


$	21.53		18.38	%	$	40,331		1.25	%		0.05	%(g)		1.28	%		32	%
	20.60		22.57			28,329		1.24			0.80	(h)		1.28			159
	17.16		(0.13	)		455		1.24			0.50			1.31			44
	17.19		14.70			276		1.24	(k)		0.11	(k)		5.79	(k)(l)		13


	21.34		18.09			1,525		1.75			(0.41	)(g)		1.78			32
	20.49		22.00			422		1.74			0.20	(h)		1.78			159
	17.03		(0.65	)		125		1.74			(0.02	)		1.81			44
	17.15		14.33			99		1.75	(k)		(0.39	)(k)		6.49	(k)(l)		13


	21.44		18.21			441		1.50			(0.19	)(g)		1.53			32
	20.55		22.24			210		1.49			0.51	(h)		1.53			159
	17.10		(0.36	)		57		1.49			0.22			1.57			44
	17.17		14.53			57		1.49	(k)		(0.17	)(k)		6.84	(k)(l)		13


	21.69		18.65			84		0.80			0.49	(g)		0.83			32
	20.75		23.13			71		0.79			1.19	(h)		0.83			159
	17.23		0.33			58		0.79			0.92			0.86			44
	17.23		15.00			57		0.80	(k)		0.52	(k)		6.17	(k)(l)		13


	21.68		18.65			581,842		0.75			0.55	(g)		0.78			32
	20.75		23.19			401,578		0.74			1.26	(h)		0.78			159
	17.23		0.33			28,251		0.74			1.18			0.78			44
	17.24		5.38			53		0.75	(k)		0.68	(k)		5.52	(k)(l)		13


	21.64		18.60			405,078		0.90			0.39	(g)		1.03			32
	20.69		22.97			432,810		0.95			1.05	(h)		1.03			159
	17.18		0.06			320,576		0.99			0.76			1.06			44
	17.22		14.84			91,240		1.00	(k)		0.41	(k)		3.41	(k)(l)		13

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	69

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
Six Months Ended December 31, 2013 (Unaudited)	$	38.10	$	0.01	(f)(g)	$	6.83		$	6.84		$	(0.02	)	$	(3.38	)	$	(3.40	)
Year Ended June 30, 2013		30.97		0.10	(f)(h)		7.36			7.46			(0.07	)		(0.26	)		(0.33	)
Year Ended June 30, 2012		31.29		0.10	(f)(i)		(0.34	)		(0.24	)		(0.08	)		—			(0.08	)
Year Ended June 30, 2011		22.95		0.04	(f)		8.36			8.40			(0.06	)		—			(0.06	)
November 2, 2009 (j) through June 30, 2010		21.55		0.05			1.41			1.46			(0.06	)		—			(0.06	)

Class C
Six Months Ended December 31, 2013 (Unaudited)		37.71		(0.09	)(f)(g)		6.75			6.66			—			(3.38	)		(3.38	)
Year Ended June 30, 2013		30.75		(0.07	)(f)(h)		7.29			7.22			—	(k)		(0.26	)		(0.26	)
Year Ended June 30, 2012		31.16		(0.05	)(f)(i)		(0.35	)		(0.40	)		(0.01	)		—			(0.01	)
Year Ended June 30, 2011		22.93		(0.12	)(f)		8.37			8.25			(0.02	)		—			(0.02	)
November 2, 2009 (j) through June 30, 2010		21.55		(0.03	)		1.41			1.38			—	(k)		—			—	(k)

Select Class
Six Months Ended December 31, 2013 (Unaudited)		38.22		0.08	(f)(g)		6.87			6.95			(0.07	)		(3.38	)		(3.45	)
Year Ended June 30, 2013		31.05		0.20	(f)(h)		7.40			7.60			(0.17	)		(0.26	)		(0.43	)
Year Ended June 30, 2012		31.36		0.19	(f)(i)		(0.33	)		(0.14	)		(0.17	)		—			(0.17	)
Year Ended June 30, 2011		22.97		0.14	(f)		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	)

(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, if applicable, each of which is less than 0.01% unless otherwise noted.

(e)

(f)	Calculated based upon average shares outstanding.

(g)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $0.01, $(0.10), and $0.07 for Class A, Class C and Select Class Shares, respectively, and the net investment income (loss) ratio would have been 0.04%, (0.46)% and 0.36% for Class A, Class C and Select Class Shares, respectively.

(h)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $0.03, $(0.14) and $0.14 for Class A, Class C and Select Class Shares, respectively, and the net investment income (loss) ratio would have been 0.09%, (0.39)% and 0.39% for Class A, Class C and Select Class Shares, respectively.

(i)

Reflects a special dividend paid out during the period by one of the Fund’s holdings. Had the Fund not received the special dividend, the net investment income (loss) per share would have been $0.05, $(0.10) and $0.14 for Class A, Class C and Select Class Shares, respectively, and the net investment income (loss) ratio would have been 0.18%, (0.33)% and 0.48% for Class A, Class C and Select Class Shares, respectively.

(j)	Commencement of offering of class of shares.

(k)	Amount rounds to less than $0.01.

SEE NOTES TO FINANCIAL STATEMENTS.



70	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


		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)(e)


$	41.54		18.36	%	$	60,527		1.24	%		0.07	%(g)		1.47	%		30	%
	38.10		24.23			21,171		1.24			0.27	(h)		1.49			67
	30.97		(0.76	)		6,965		1.24			0.34	(i)		1.54			55
	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


	40.99		18.06			15,258		1.74			(0.44	)(g)		1.97			30
	37.71		23.60			6,136		1.74			(0.21	)(h)		2.00			67
	30.75		(1.29	)		1,244		1.75			(0.18	)(i)		2.03			55
	31.16		35.98			447		1.74			(0.40	)		2.06			88
	22.93		6.40			65		1.74			(0.23	)		1.92			56


	41.72		18.59			1,192,880		0.89			0.38	(g)		1.22			30
	38.22		24.64			932,920		0.89			0.57	(h)		1.23			67
	31.05		(0.42	)		813,125		0.89			0.64	(i)		1.30			55
	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

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	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 realized gain
Mid Cap Growth Fund
Class A
Six Months Ended December 31, 2013 (Unaudited)	$	22.99		$	(0.05	)(f)(g)	$	5.18		$	5.13		$	(2.79	)
Year Ended June 30, 2013		19.52			(0.04	)(f)(h)		4.50			4.46			(0.99	)
Year Ended June 30, 2012		23.30			(0.05	)(f)(i)		(1.72	)		(1.77	)		(2.01	)
Year Ended June 30, 2011		16.35			(0.09	)(f)		7.04			6.95			—
Year Ended June 30, 2010		13.68			(0.09	)(f)		2.76			2.67			—
Year Ended June 30, 2009		20.46			(0.07	)(f)		(6.33	)		(6.40	)		(0.38	)

Class B
Six Months Ended December 31, 2013 (Unaudited)		17.00			(0.08	)(f)(g)		3.79			3.71			(2.79	)
Year Ended June 30, 2013		14.76			(0.11	)(f)(h)		3.34			3.23			(0.99	)
Year Ended June 30, 2012		18.29			(0.12	)(f)(i)		(1.40	)		(1.52	)		(2.01	)
Year Ended June 30, 2011		12.90			(0.16	)(f)		5.55			5.39			—
Year Ended June 30, 2010		10.85			(0.14	)(f)		2.19			2.05			—
Year Ended June 30, 2009		16.45			(0.13	)(f)		(5.09	)		(5.22	)		(0.38	)

Class C
Six Months Ended December 31, 2013 (Unaudited)		19.97	��		(0.10	)(f)(g)		4.49			4.39			(2.79	)
Year Ended June 30, 2013		17.17			(0.12	)(f)(h)		3.91			3.79			(0.99	)
Year Ended June 30, 2012		20.88			(0.13	)(f)(i)		(1.57	)		(1.70	)		(2.01	)
Year Ended June 30, 2011		14.73			(0.18	)(f)		6.33			6.15			—
Year Ended June 30, 2010		12.39			(0.16	)(f)		2.50			2.34			—
Year Ended June 30, 2009		18.70			(0.15	)(f)		(5.78	)		(5.93	)		(0.38	)

Class R2
Six Months Ended December 31, 2013 (Unaudited)		24.56			(0.08	)(f)(g)		5.55			5.47			(2.79	)
Year Ended June 30, 2013		20.83			(0.07	)(f)(h)		4.79			4.72			(0.99	)
Year Ended June 30, 2012		24.73			(0.07	)(f)(i)		(1.82	)		(1.89	)		(2.01	)
Year Ended June 30, 2011		17.38			(0.13	)(f)		7.48			7.35			—
Year Ended June 30, 2010		14.56			(0.12	)(f)		2.94			2.82			—
June 19, 2009 (j) through June 30, 2009		14.56			—	(f)(k)		—	(k)		—	(k)		—

Class R5
Six Months Ended December 31, 2013 (Unaudited)		25.15			—	(f)(g)(k)		5.70			5.70			(2.79	)
Year Ended June 30, 2013		21.18			0.06	(f)(h)		4.90			4.96			(0.99	)
November 1, 2011 (j) through June 30, 2012		21.75			0.04	(f)(i)		1.40			1.44			(2.01	)

Class R6
Six Months Ended December 31, 2013 (Unaudited)		25.17			0.01	(f)(g)		5.70			5.71			(2.79	)
Year Ended June 30, 2013		21.19			0.08	(f)(h)		4.89			4.97			(0.99	)
November 1, 2011 (j) through June 30, 2012		21.75			0.08	(f)(i)		1.37			1.45			(2.01	)

Select Class
Six Months Ended December 31, 2013 (Unaudited)		25.08			(0.01	)(f)(g)		5.68			5.67			(2.79	)
Year Ended June 30, 2013		21.15			0.03	(f)(h)		4.89			4.92			(0.99	)
Year Ended June 30, 2012		24.97			0.02	(f)(i)		(1.83	)		(1.81	)		(2.01	)
Year Ended June 30, 2011		17.47			(0.03	)(f)		7.53			7.50			—
Year Ended June 30, 2010		14.57			(0.04	)(f)		2.94			2.90			—
Year Ended June 30, 2009		21.68			(0.03	)(f)		(6.70	)		(6.73	)		(0.38	)

(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, if applicable, each of which is less than 0.01% unless otherwise noted.

(e)

(f)	Calculated based upon average shares outstanding.

(g)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $(0.06), $(0.09), $(0.11), $(0.09), $(0.00), $0.01 and $(0.02) for Class A, Class B, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively, and the net investment income (loss) ratio would have been (0.46)%, (0.93)%, (0.95)%, (0.62)%, (0.01)%, 0.09% and (0.15)% for Class A, Class B, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively.

SEE NOTES TO FINANCIAL STATEMENTS.



72	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


		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)(e)


$	25.33		22.95	%	$	698,868		1.23	%		(0.42	)%(g)		1.41	%		41	%
	22.99		23.70			586,787		1.23			(0.17	)(h)		1.45			70
	19.52		(6.61	)		538,323		1.24			(0.23	)(i)		1.38			70
	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	)		520,201		1.24			(0.48	)		1.56			96


	17.92		22.68			6,948		1.70			(0.89	)(g)		1.91			41
	17.00		22.99			6,923		1.73			(0.69	)(h)		1.94			70
	14.76		(7.08	)		9,948		1.75			(0.77	)(i)		1.88			70
	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	)		29,963		1.88			(1.14	)		2.03			96


	21.57		22.67			29,739		1.72			(0.91	)(g)		1.91			41
	19.97		23.03			23,745		1.73			(0.67	)(h)		1.95			70
	17.17		(7.06	)		22,190		1.75			(0.75	)(i)		1.88			70
	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	)		25,624		1.88			(1.13	)		2.04			96


	27.24		22.87			631		1.39			(0.58	)(g)		1.66			41
	24.56		23.46			320		1.39			(0.32	)(h)		1.71			70
	20.83		(6.72	)		230		1.40			(0.35	)(i)		1.63			70
	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


	28.06		23.26			25,345		0.79			0.03	(g)		0.96			41
	25.15		24.22			17,848		0.79			0.28	(h)		1.00			70
	21.18		7.71			14,837		0.78			0.31	(i)		0.92			70


	28.09		23.27			59,986		0.74			0.08	(g)		0.91			41
	25.17		24.26			47,434		0.74			0.34	(h)		0.98			70
	21.19		7.76			13,982		0.73			0.58	(i)		0.87			70


	27.96		23.16			1,086,666		0.92			(0.11	)(g)		1.16			41
	25.08		24.06			894,740		0.93			0.14	(h)		1.20			70
	21.15		(6.31	)		827,306		0.93			0.09	(i)		1.13			70
	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	)		631,380		0.98			(0.23	)		1.30			96

(h)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $(0.09), $(0.15), $(0.17), $(0.13), $0.01, $0.02 and $(0.02) for Class A, Class B, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively, and the net investment income (loss) ratio would have been (0.42)%, (0.94)%, (0.92)%, (0.57)%, 0.04%, 0.09% and (0.10)% for Class A, Class B, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively.

(i)

Reflects a special dividend paid out during the period by one of the Fund’s holdings. Had the Fund not received the special dividend, the net investment income (loss) per share would have been $(0.09), $(0.15), $(0.17), $(0.12), less than $0.01, $0.03 and $(0.03) for Class A, Class B, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively, and the net investment income (loss) ratio would have been (0.46)%, (0.99)%, (0.97)%, (0.57)%, (0.03)%, 0.24% and (0.14)% for Class A, Class B, Class C, Class R2, Class R5, Class R6 and Select Class Shares, respectively.

(j)	Commencement of offering of class of shares.

(k)	Amount rounds to less than $0.01.

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	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 Value Fund
Class A
Six Months Ended December 31, 2013 (Unaudited)	$	31.68	$	0.08	(f)	$	4.36		$	4.44		$	(0.15	)	$	(1.45	)	$	(1.60	)
Year Ended June 30, 2013		25.80		0.19	(f)(g)		6.20			6.39			(0.29	)		(0.22	)		(0.51	)
Year Ended June 30, 2012		24.76		0.20	(f)		1.00			1.20			(0.16	)		—			(0.16	)
Year Ended June 30, 2011		18.91		0.18	(f)		5.85			6.03			(0.18	)		—			(0.18	)
Year Ended June 30, 2010		15.24		0.19	(f)		3.48			3.67			—			—			—
Year Ended June 30, 2009		21.91		0.28	(f)		(5.92	)		(5.64	)		(0.34	)		(0.69	)		(1.03	)

Class B
Six Months Ended December 31, 2013 (Unaudited)		31.05		—	(f)(h)		4.27			4.27			—			(1.45	)		(1.45	)
Year Ended June 30, 2013		25.16		0.03	(f)(g)		6.08			6.11			—			(0.22	)		(0.22	)
Year Ended June 30, 2012		24.10		0.07	(f)		0.99			1.06			—			—			—
Year Ended June 30, 2011		18.38		0.07	(f)		5.69			5.76			(0.04	)		—			(0.04	)
Year Ended June 30, 2010		14.89		0.10	(f)		3.39			3.49			—			—			—
Year Ended June 30, 2009		21.39		0.20	(f)		(5.79	)		(5.59	)		(0.22	)		(0.69	)		(0.91	)

Class C
Six Months Ended December 31, 2013 (Unaudited)		30.84		—	(f)(h)		4.23			4.23			—	(h)		(1.45	)		(1.45	)
Year Ended June 30, 2013		25.14		0.05	(f)(g)		6.03			6.08			(0.16	)		(0.22	)		(0.38	)
Year Ended June 30, 2012		24.13		0.07	(f)		0.98			1.05			(0.04	)		—			(0.04	)
Year Ended June 30, 2011		18.44		0.07	(f)		5.69			5.76			(0.07	)		—			(0.07	)
Year Ended June 30, 2010		14.94		0.10	(f)		3.40			3.50			—			—			—
Year Ended June 30, 2009		21.45		0.20	(f)		(5.80	)		(5.60	)		(0.22	)		(0.69	)		(0.91	)

Class R2
Six Months Ended December 31, 2013 (Unaudited)		30.81		0.04	(f)		4.23			4.27			(0.10	)		(1.45	)		(1.55	)
Year Ended June 30, 2013		25.18		0.12	(f)(g)		6.03			6.15			(0.30	)		(0.22	)		(0.52	)
Year Ended June 30, 2012		24.27		0.14	(f)		0.97			1.11			(0.20	)		—			(0.20	)
Year Ended June 30, 2011		18.63		0.12	(f)		5.76			5.88			(0.24	)		—			(0.24	)
Year Ended June 30, 2010		15.06		0.15	(f)		3.42			3.57			—			—			—
November 3, 2008 (h) through June 30, 2009		16.34		0.20	(f)		(0.30	)		(0.10	)		(0.49	)		(0.69	)		(1.18	)

Institutional Class
Six Months Ended December 31, 2013 (Unaudited)		32.26		0.17	(f)		4.45			4.62			(0.31	)		(1.45	)		(1.76	)
Year Ended June 30, 2013		26.24		0.34	(f)(g)		6.31			6.65			(0.41	)		(0.22	)		(0.63	)
Year Ended June 30, 2012		25.19		0.32	(f)		1.01			1.33			(0.28	)		—			(0.28	)
Year Ended June 30, 2011		19.22		0.30	(f)		5.95			6.25			(0.28	)		—			(0.28	)
Year Ended June 30, 2010		15.43		0.29	(f)		3.52			3.81			(0.02	)		—			(0.02	)
Year Ended June 30, 2009		22.31		0.38	(f)		(6.06	)		(5.68	)		(0.51	)		(0.69	)		(1.20	)

Select Class
Six Months Ended December 31, 2013 (Unaudited)		31.95		0.13	(f)		4.40			4.53			(0.22	)		(1.45	)		(1.67	)
Year Ended June 30, 2013		26.01		0.27	(f)(g)		6.24			6.51			(0.35	)		(0.22	)		(0.57	)
Year Ended June 30, 2012		24.97		0.26	(f)		1.01			1.27			(0.23	)		—			(0.23	)
Year Ended June 30, 2011		19.07		0.24	(f)		5.90			6.14			(0.24	)		—			(0.24	)
Year Ended June 30, 2010		15.34		0.24	(f)		3.49			3.73			—	(i)		—			—	(i)
Year Ended June 30, 2009		22.14		0.34	(f)		(6.01	)		(5.67	)		(0.44	)		(0.69	)		(1.13	)

(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, if applicable, each of which is less than 0.01% unless otherwise noted.

(e)

SEE NOTES TO FINANCIAL STATEMENTS.



74	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


		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)(e)


$	34.52		14.22	%	$	3,333,576		1.23	%		0.50	%		1.36	%		12	%
	31.68		25.06			3,157,503		1.23			0.67	(g)		1.38			23
	25.80		4.92			1,986,930		1.24			0.83			1.41			30
	24.76		31.96			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


	33.87		13.95			12,570		1.71			0.00	(j)		1.86			12
	31.05		24.42			15,382		1.74			0.13	(g)		1.88			23
	25.16		4.40			57,100		1.75			0.30			1.91			30
	24.10		31.33			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


	33.62		13.93			589,548		1.74			(0.01	)		1.86			12
	30.84		24.43			534,813		1.74			0.16	(g)		1.88			23
	25.14		4.38			370,781		1.75			0.32			1.91			30
	24.13		31.29			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


	33.53		14.07			67,511		1.49			0.25			1.61			12
	30.81		24.71			57,003		1.49			0.43	(g)		1.63			23
	25.18		4.65			14,824		1.49			0.59			1.66			30
	24.27		31.66			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


	35.12		14.52			8,027,191		0.74			1.00			0.96			12
	32.26		25.68			6,627,529		0.74			1.16	(g)		0.98			23
	26.24		5.43			3,543,900		0.74			1.33			1.01			30
	25.19		32.66			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


	34.81		14.39			2,795,357		0.98			0.74			1.11			12
	31.95		25.35			2,870,752		0.98			0.92	(g)		1.13			23
	26.01		5.20			1,836,012		0.98			1.09			1.16			30
	24.97		32.29			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

(f)	Calculated based upon average shares outstanding.

(g)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends the net investment income (loss) per share would have been $0.16, $0.00, $0.01, $0.09, $0.31 and $0.23 for Class A, Class B, Class C, Class R2, Institutional Class and Select Class Shares, respectively, and the net investment income (loss) ratio would have been 0.55%, 0.00%, 0.04%, 0.31%, 1.04% and 0.80% for Class A, Class B, Class C, Class R2, Institutional Class and Select Class Shares, respectively.

(h)	Commencement of offering of class of shares.

(i)	Amount rounds to less than $0.01.

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	75

FINANCIAL HIGHLIGHTS

FOR THE PERIODS INDICATED (continued)


			Per share operating performance
			Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations
Multi-Cap Market Neutral Fund
Class A
Six Months Ended December 31, 2013 (Unaudited)	$	9.79	$	(0.06	)(g)	$	0.20		$	0.14
Year Ended June 30, 2013		9.69		(0.11	)(g)(h)		0.21			0.10
Year Ended June 30, 2012		9.81		(0.14	)(g)		0.02			(0.12	)
Year Ended June 30, 2011		9.71		(0.16	)(g)		0.26			0.10
Year Ended June 30, 2010		10.21		(0.17	)(g)		(0.33	)		(0.50	)
Year Ended June 30, 2009		10.23		(0.08	)(g)		0.06			(0.02	)

Class B
Six Months Ended December 31, 2013 (Unaudited)		9.31		(0.08	)(g)		0.20			0.12
Year Ended June 30, 2013		9.29		(0.17	)(g)(h)		0.19			0.02
Year Ended June 30, 2012		9.47		(0.20	)(g)		0.02			(0.18	)
Year Ended June 30, 2011		9.44		(0.23	)(g)		0.26			0.03
Year Ended June 30, 2010		10.01		(0.23	)(g)		(0.34	)		(0.57	)
Year Ended June 30, 2009		10.10		(0.15	)(g)		0.06			(0.09	)

Class C
Six Months Ended December 31, 2013 (Unaudited)		9.33		(0.08	)(g)		0.19			0.11
Year Ended June 30, 2013		9.30		(0.17	)(g)(h)		0.20			0.03
Year Ended June 30, 2012		9.48		(0.20	)(g)		0.02			(0.18	)
Year Ended June 30, 2011		9.46		(0.23	)(g)		0.25			0.02
Year Ended June 30, 2010		10.02		(0.23	)(g)		(0.33	)		(0.56	)
Year Ended June 30, 2009		10.12		(0.15	)(g)		0.05			(0.10	)

Select Class
Six Months Ended December 31, 2013 (Unaudited)		9.94		(0.05	)(h)		0.21			0.16
Year Ended June 30, 2013		9.82		(0.09	)(g)(h)		0.21			0.12
Year Ended June 30, 2012		9.91		(0.12	)(g)		0.03			(0.09	)
Year Ended June 30, 2011		9.79		(0.14	)(g)		0.26			0.12
Year Ended June 30, 2010		10.27		(0.14	)(g)		(0.34	)		(0.48	)
Year Ended June 30, 2009		10.27		(0.05	)(g)		0.05			—	(i)

(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, if applicable, each of which is less than 0.01% unless otherwise noted.

(e)

The net expenses and expenses without waivers, reimbursements and earnings credits (excluding dividend expense and interest expense for securities sold short) for Class A are 1.49% and 1.93% for the six months ended December 31, 2013, 1.48% and 1.88% for the year ended June 30, 2013, 1.48% and 1.94% for 2012, 1.49 and 1.95% for 2011, 1.49% and 1.94% for 2010 and 1.50% and 1.95% for 2009; for Class B are 1.99% and 2.43 for the six months ended December 31, 2013, 2.16% and 2.38% for the year ended June 30, 2013, 2.23% and 2.45% for 2012, 2.24% and 2.45% for 2011, 2.24% and 2.44% for 2010 and 2.25% and 2.45% for 2009; for Class C are 1.99% and 2.43 for the six months ended December 31, 2013, 1.99% and 2.43% for the year ended June 30, 2013, 2.23% and 2.44% for 2012, 2.24% and 2.45% for 2011, 2.24% and 2.44% for 2010 and 2.25% and 2.45% for 2009; for Select Class are 1.23% and 1.67% for the six months ended December 31, 2013, 1.23% and 1.63% for the year ended June 30, 2013, 1.23% and 1.69% for 2012, 1.24% and 1.70% for 2011, 1.24% and 1.69% for 2010 and 1.25% and 1.70% for 2009, respectively.

(f)

(g)	Calculated based upon average shares outstanding.

(h)

Reflects special dividends paid out during the period by several of the Fund’s holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $(0.13), $(0.19), $(0.19) and $(0.11) for Class A, Class B, Class C and Select Class Shares, respectively, and the net investment income (loss) ratio would have been (1.38)%, (2.07)%, (2.06)% and (1.16)% for Class A, Class B, Class C and Select Class Shares, respectively.

(i)	Amount rounds to less than $0.01.

SEE NOTES TO FINANCIAL STATEMENTS.



76	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


		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 (including dividend and interest expense for securities sold short) (d)(e)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits (including dividend and interest expense for securities sold short) (e)			Portfolio turnover rate (excluding short sales) (b)(f)			Portfolio turnover rate (including short sales) (b)(f)


$	9.93		1.43	%	$	13,110		2.77	%		(1.26	)%		3.21	%		56	%		129	%
	9.79		1.03			14,101		3.04			(1.13	)(h)		3.44			94			251
	9.69		(1.22	)		19,759		2.86			(1.42	)		3.32			151			316
	9.81		1.03			29,216		2.92			(1.65	)		3.38			145			339
	9.71		(4.90	)		94,549		2.94			(1.65	)		3.39			146			348
	10.21		(0.20	)		67,884		2.84			(0.79	)		3.29			175			350


	9.43		1.29			252		3.27			(1.74	)		3.71			56			129
	9.31		0.22			530		3.70			(1.82	)(h)		3.92			94			251
	9.29		(1.90	)		1,401		3.61			(2.18	)		3.83			151			316
	9.47		0.32			3,484		3.67			(2.47	)		3.88			145			339
	9.44		(5.69	)		7,849		3.69			(2.39	)		3.89			146			348
	10.01		(0.89	)		12,766		3.59			(1.55	)		3.79			175			350


	9.44		1.18			9,738		3.27			(1.76	)		3.71			56			129
	9.33		0.32			11,181		3.69			(1.81	)(h)		3.92			94			251
	9.30		(1.90	)		15,677		3.61			(2.17	)		3.82			151			316
	9.48		0.21			22,094		3.67			(2.46	)		3.88			145			339
	9.46		(5.59	)		39,610		3.70			(2.39	)		3.89			146			348
	10.02		(0.99	)		61,467		3.59			(1.54	)		3.79			175			350


	10.10		1.61			399,019		2.51			(1.03	)		2.95			56			129
	9.94		1.22			317,974		2.78			(0.90	)(h)		3.18			94			251
	9.82		(0.91	)		476,803		2.61			(1.17	)		3.07			151			316
	9.91		1.23			491,653		2.67			(1.39	)		3.13			145			339
	9.79		(4.67	)		433,539		2.70			(1.39	)		3.15			146			348
	10.27		0.00			528,478		2.59			(0.45	)		3.04			175			350

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	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
Value Advantage Fund
Class A
Six Months Ended December 31, 2013 (Unaudited)	$	24.64	$	0.11	(f)	$	3.17		$	3.28		$	(0.16	)	$	(0.70	)	$	(0.86	)
Year Ended June 30, 2013		19.96		0.22	(f)		4.75			4.97			(0.20	)		(0.09	)		(0.29	)
Year Ended June 30, 2012		19.07		0.25	(f)		0.84			1.09			(0.20	)		—			(0.20	)
Year Ended June 30, 2011		15.22		0.23	(f)		3.79			4.02			(0.17	)		—			(0.17	)
Year Ended June 30, 2010		12.01		0.23	(f)		3.17			3.40			(0.19	)		—			(0.19	)
Year Ended June 30, 2009		16.38		0.30	(f)		(4.40	)		(4.10	)		(0.20	)		(0.07	)		(0.27	)

Class C
Six Months Ended December 31, 2013 (Unaudited)		24.61		0.05	(f)		3.16			3.21			(0.05	)		(0.70	)		(0.75	)
Year Ended June 30, 2013		19.91		0.11	(f)		4.74			4.85			(0.06	)		(0.09	)		(0.15	)
Year Ended June 30, 2012		19.01		0.16	(f)		0.84			1.00			(0.10	)		—			(0.10	)
Year Ended June 30, 2011		15.17		0.14	(f)		3.77			3.91			(0.07	)		—			(0.07	)
Year Ended June 30, 2010		11.97		0.15	(f)		3.17			3.32			(0.12	)		—			(0.12	)
Year Ended June 30, 2009		16.25		0.23	(f)		(4.34	)		(4.11	)		(0.10	)		(0.07	)		(0.17	)

Institutional Class
Six Months Ended December 31, 2013 (Unaudited)		24.74		0.18	(f)		3.18			3.36			(0.25	)		(0.70	)		(0.95	)
Year Ended June 30, 2013		19.99		0.34	(f)		4.75			5.09			(0.25	)		(0.09	)		(0.34	)
Year Ended June 30, 2012		19.11		0.35	(f)		0.83			1.18			(0.30	)		—			(0.30	)
Year Ended June 30, 2011		15.24		0.32	(f)		3.79			4.11			(0.24	)		—			(0.24	)
Year Ended June 30, 2010		12.01		0.31	(f)		3.18			3.49			(0.26	)		—			(0.26	)
Year Ended June 30, 2009		16.40		0.37	(f)		(4.42	)		(4.05	)		(0.27	)		(0.07	)		(0.34	)

Select Class
Six Months Ended December 31, 2013 (Unaudited)		24.72		0.15	(f)		3.17			3.32			(0.20	)		(0.70	)		(0.90	)
Year Ended June 30, 2013		20.00		0.28	(f)		4.75			5.03			(0.22	)		(0.09	)		(0.31	)
Year Ended June 30, 2012		19.12		0.30	(f)		0.83			1.13			(0.25	)		—			(0.25	)
Year Ended June 30, 2011		15.27		0.28	(f)		3.79			4.07			(0.22	)		—			(0.22	)
Year Ended June 30, 2010		12.04		0.27	(f)		3.19			3.46			(0.23	)		—			(0.23	)
Year Ended June 30, 2009		16.44		0.34	(f)		(4.42	)		(4.08	)		(0.25	)		(0.07	)		(0.32	)

(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, if applicable, each of which is less than 0.01% unless otherwise noted.

(e)

(f)	Calculated based upon average shares outstanding.

SEE NOTES TO FINANCIAL STATEMENTS.



78	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


		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)(e)


$	27.06		13.43	%	$	1,212,340		1.24	%		0.85	%		1.33	%		21	%
	24.64		25.09			784,359		1.24			0.98			1.33			22
	19.96		5.83			206,816		1.25			1.34			1.41			49
	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


	27.07		13.18			293,855		1.74			0.35			1.83			21
	24.61		24.45			212,198		1.74			0.49			1.83			22
	19.91		5.32			117,937		1.75			0.84			1.91			49
	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


	27.15		13.72			2,166,564		0.74			1.35			0.93			21
	24.74		25.73			1,455,125		0.74			1.50			0.93			22
	19.99		6.36			384,525		0.75			1.86			1.01			49
	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


	27.14		13.57			1,785,953		0.99			1.11			1.08			21
	24.72		25.38			1,245,241		0.99			1.23			1.08			22
	20.00		6.09			422,861		1.00			1.62			1.16			49
	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

SEE NOTES TO FINANCIAL STATEMENTS.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	79

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013 (Unaudited)

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 Trust 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”, with JPM I, JPM II and JPMMFIT (the “Trusts”)), 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, Class R6* 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, Class R5, Class R6 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 R6 Shares of Growth Advantage Fund commenced operations on December 23, 2013.

The investment objective of Growth Advantage Fund is to seek to provide long-term capital growth.

The investment objective of Mid Cap Core Fund is to seek long-term capital appreciation.

The investment objective of Mid Cap Equity Fund is to seek long-term capital growth.

The investment objective of Mid Cap Growth Fund is to seek growth of capital and secondarily, current income by investing primarily in equity securities.

The investment objective of Mid Cap Value Fund is to seek growth from capital appreciation.

The investment objective of Multi-Cap Market Neutral Fund is to seek long-term capital preservation and growth by using strategies designed to produce returns which have no correlation with general domestic market performance.

The investment objective of Value Advantage Fund is to seek to provide long-term total return from a combination of income and capital gains.

Effective as of the close of business on February 22, 2013, all share classes of the Mid Cap Value Fund are publicly offered only on a limited basis. Investors are not eligible to purchase shares of the Fund unless they meet certain requirements as described in the Classes’ prospectuses.

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 Shares of another J.P. Morgan Fund and dividend reinvestments. Shareholders who 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 Class R2, Class R5, Class R6, Institutional Class and Select 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 Funds in the preparation of their financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. 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. Securities listed on the NASDAQ Stock Market LLC are generally valued at the NASDAQ Official Closing Price. Generally, short-term investments of sufficient credit quality maturing in less than 61 days are valued at amortized cost, which approximates fair



80	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

value. Investments in open-end investment companies are valued at each investment company’s net asset value per share (“NAV”) as of the report date.

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 these securities may differ from the value that would be realized if these securities were sold, and the differences could be material. Futures and options are generally 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 pricing services or values received are deemed not representative of fair value, values will be obtained from a third party broker-dealer or counterparty.

Securities or other assets for which market quotations are not readily available or for which market quotations are deemed to not represent the fair value of the security or asset 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. The Board of Trustees has established an Audit and Valuation Committee to assist with the oversight of the valuation of the Funds’ securities. JPMorgan Funds Management, Inc. (the “Administrator” or “JPMFM”), has established a Valuation Committee (“VC”) that is comprised of senior representatives from JPMFM, J.P. Morgan Investment Management Inc. (the “Adviser” or “JPMIM”), and J.P. Morgan Asset Management’s Legal, Compliance and Risk Management groups and the Funds’ Chief Compliance Officer. The VC’s responsibilities include making determinations regarding Level 3 fair value measurements (“Fair Values”) and/or providing recommendations for approval to the Board of Trustees’ Audit and Valuation Committee, in accordance with the Funds’ valuation policies.

The VC or Board of Trustees, as applicable, primarily employs 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 the fair value of the investment. The VC or Board of Trustees 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. Valuations may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry.

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. JPMFM and JPMIM are responsible for monitoring developments that may impact Fair Values and for discussing and assessing Fair Values on an ongoing, and at least a quarterly, basis with the VC and Board of Trustees, as applicable. The appropriateness of Fair Values is assessed based on results of unchanged price review and consideration of macro or security specific events, back testing, and broker and vendor due diligence.

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 the 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 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 (a)	$	2,957,880	$	—	$	—	$	2,957,880


Mid Cap Core Fund
	Level 1 Quoted prices		Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities (a)	$	1,029,446	$	—	$	—	$	1,029,446



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	81

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)


Mid Cap Equity Fund
	Level 1 Quoted prices			Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities (a)	$	1,303,920		$	—	$	—	$	1,303,920


Mid Cap Growth Fund
	Level 1 Quoted prices			Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities (a)	$	1,915,750		$	—	$	—	$	1,915,750


Mid Cap Value Fund
	Level 1 Quoted prices			Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities (a)	$	14,834,878		$	—	$	—	$	14,834,878


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 (a)	$	424,368		$	—	$	—	$	424,368

Total Liabilities (a)	$	(392,783	)	$	—	$	—	$	(392,783	)

Depreciation in Other Financial Instruments
Futures Contracts	$	(117	)	$	—	$	—	$	(117	)


Value Advantage Fund
	Level 1 Quoted prices			Level 2 Other significant observable inputs		Level 3 Significant unobservable inputs		Total
Total Investments in Securities (a)	$	5,427,135		$	—	$	—	$	5,427,135

(a)	All portfolio holdings designated as Level 1 are disclosed individually on the SOIs. Please refer to the SOIs for industry specifics of portfolio holdings.

There were no transfers among any levels during the six months ended December 31, 2013.

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 delivers the same securities 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 between the market value of the short position and cash collateral deposited with the broker. The net income or fee is reported as interest income or interest expense, respectively, on securities sold short in the Statements of Operations.

The Fund is obligated to pay the broker dividends declared on short positions when a position is open on the record date. Dividends on short positions are reported on ex-dividend date on the Statements of Operations as dividend expense on securities sold short.

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 change in net unrealized appreciation (depreciation) in the Statements of Operations. Short sale transactions may result in unlimited losses as the security’s price increases and the short position loses value. 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.



82	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

The Fund will record a realized loss if the price of the borrowed 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 borrowed security declines between those dates.

As of December 31, 2013, the Fund had outstanding short sales as listed on its SOI.

C. Futures Contracts — The Multi-Cap Market Neutral Fund uses index futures contracts to gain or reduce exposure to the stock market, maintain liquidity and minimize transaction costs. The Fund also buys 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 Fund to equity price risk.

Futures contracts provide for the delayed delivery of the underlying instrument at a fixed price or are settled 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 Fund is 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 Fund 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 change in net unrealized appreciation (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 the futures contract. 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 Fund 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 Fund to risk of loss in excess of the amounts shown on the Statements of Assets and Liabilities, up to the notional amount of the futures contracts. Use of short futures contracts subjects the Fund to unlimited risk of loss. The Fund 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 Fund’s 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 positions.

The table below discloses the volume of the Fund’s futures contracts activity during the six months ended December 31, 2013 (amounts in thousands):


	Multi-Cap Market Neutral Fund
Futures Contracts:
Average Notional Balance Long	$	9,251	(a)
Ending Notional Balance Long		—
Average Notional Balance Short		5,082
Ending Notional Balance Short		3,608

(a)	For the period August 1, 2013 through August 31, 2013.

The Fund’s futures contracts are not subject to master netting arrangements.

D. 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 which adjusts for amortization of premiums and accretion of discounts. Dividend income, net of foreign taxes withheld, if any, less dividend expense on securities sold short, are recorded on the ex-dividend date or when a Fund first learns of the dividend.

To the extent such information is publicly available, the Funds record distributions received in excess of income earned 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 the components of distributions (and consequently their net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

E. Allocation of Income and Expenses — 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. In calculating the NAV 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.

F. 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 capital gains on investments. Accordingly, no provision for Federal



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	83

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

income tax is necessary. Management has reviewed the Funds’ tax positions for all open tax years and has determined that as of December 31, 2013, no liability for income tax is required in the Funds’ financial statements for net unrecognized tax benefits. However, management’s 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 Fund’s Federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

G. Distributions to Shareholders — Distributions from net investment income are generally declared and paid at least annually, except for the Mid Cap Equity Fund, Mid Cap Growth Fund and Multi-Cap Market Neutral Fund, whose distributions are generally declared and paid at least quarterly. Distributions are declared separately for each class of each Fund. No class has preferential dividend rights; differences in per share rates are due to differences in separate class expenses. Net realized capital gains, if any, are distributed by each Fund at least annually. The amount of distributions from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which may differ from GAAP. 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.

3. Fees and Other Transactions with Affiliates

A. Investment Advisory Fee — Pursuant to the Investment Advisory Agreements, the Adviser, an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. (“JPMorgan”), supervises the investments of each 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 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 Adviser waived Investment Advisory fees and/or reimbursed expenses as outlined in Note 3.F.

B. Administration Fee — Pursuant to an Administration Agreement, 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 accrued daily and paid monthly at an 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 covered by the Administration Agreement (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 six months ended December 31, 2013, the annualized effective rate was 0.08% of each Fund’s average daily net assets, notwithstanding any fee waivers and/or expense reimbursements.

The Administrator waived Administration fees as outlined in Note 3.F.

JPMorgan Chase Bank, N.A. (“JPMCB”), a wholly-owned subsidiary of JPMorgan, serves as the Funds’ sub-administrator (the “Sub-administrator”). For its services as Sub-administrator, JPMCB 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.

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



84	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

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 six months ended December 31, 2013, the Distributor retained the following (amounts in thousands):


	Front-End Sales Charge		CDSC
Growth Advantage Fund	$	248	$	—	(a)
Mid Cap Core Fund		5		—
Mid Cap Equity Fund		79		—	(a)
Mid Cap Growth Fund		28		—	(a)
Mid Cap Value Fund		26		6
Multi-Cap Market Neutral Fund		1		—	(a)
Value Advantage Fund		188		4

(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 accrued 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			0.05			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 to 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. Payments to the custodian may be reduced by credits earned by each Fund, based on uninvested cash balances held by the custodian. Such earnings credits, if any, 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.

F. Waivers and Reimbursements — The Adviser, 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 expenses related to short sales, interest, taxes, expenses related to litigation and potential litigation, 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	%		0.85	%		n/a			1.10	%
Mid Cap Core Fund		1.25			n/a			1.75			1.50	%		0.80			0.75			n/a			0.90
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			1.74			1.74			1.40			0.79			0.74			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		1.50			2.00			2.00			n/a			n/a			n/a			n/a			1.25
Value Advantage Fund		1.25			n/a			1.75			n/a			n/a			n/a			0.75			1.00

The expense limitation agreements were in effect for the six months ended December 31, 2013. The contractual expense limitation percentages in the table above are in place until at least October 31, 2014, except Growth Advantage Fund Class R6 which is in place until at least December 31, 2014. In addition, the Funds’ service providers have voluntarily waived fees during the six months ended December 31, 2013. However, the Funds’ service providers are under no obligation to do so and may discontinue such voluntary waivers at any time.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	85

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

For the six months ended December 31, 2013, the Funds’ service providers waived fees and/or reimbursed expenses for each of the Funds as follows (amounts in thousands). None of these parties expect the Funds to repay any such waived fees and reimbursed expenses in future years.


	Contractual Waivers
	Investment Advisory		Administration		Shareholder Servicing		Total
Growth Advantage Fund	$	—	$	—	$	109	$	109
Mid Cap Core Fund		—		126		221		347
Mid Cap Equity Fund		22		395		1,400		1,817
Mid Cap Growth Fund		743		747		304		1,794
Mid Cap Value Fund		2,039		5,994		3,991		12,024
Multi-Cap Market Neutral Fund		170		158		469		797
Value Advantage Fund		102		1,659		901		2,662

	Voluntary Waivers
	Investment Advisory		Administration		Shareholder Servicing		Total
Growth Advantage Fund	$	—	$	—	$	17	$	17
Mid Cap Growth Fund		3		—		3		6
Mid Cap Value Fund		1		—		15		16

Additionally, the Funds may invest in one or more money market funds advised by the Adviser or its affiliates. The Adviser, Administrator and Distributor, as shareholder servicing agent, waive fees in 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 amount of waivers resulting from investments in these money market funds for the six months ended December 31, 2013 was as follows (excluding the waiver disclosed in Note 2.D. regarding cash collateral for securities lending invested in the JPMorgan Prime Money Market Fund) (amounts in thousands):


Growth Advantage Fund	$	65
Mid Cap Core Fund		24
Mid Cap Equity Fund		35
Mid Cap Growth Fund		42
Mid Cap Value Fund		488
Multi-Cap Market Neutral Fund		35
Value Advantage Fund		294

G. Other — Certain officers of the Trusts are affiliated with the Adviser, 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.

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 Trustees. The deferred fees are invested in various J.P. Morgan Funds until distribution in accordance with the Plan.

During the six months ended December 31, 2013, the Funds may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Adviser.

The Funds may use related party broker-dealers. For the six months ended December 31, 2013, the Funds did not incur any brokerage commissions with broker-dealers affiliated with the Adviser.

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.



86	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

4. Investment Transactions

During the six months ended December 31, 2013, 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	$	1,203,870	$	820,829	$	—	$	—
Mid Cap Core Fund		304,593		305,104		—		—
Mid Cap Equity Fund		439,709		326,339		—		—
Mid Cap Growth Fund		704,272		738,369		—		—
Mid Cap Value Fund		1,632,594		1,901,416		—		—
Multi-Cap Market Neutral Fund		211,240		189,451		256,979		223,670
Value Advantage Fund		1,929,258		887,597		—		—

During the six months ended December 31, 2013, 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 investment securities held at December 31, 2013 were as follows (amounts in thousands):


	Aggregate Cost		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Net Unrealized Appreciation (Depreciation)
Growth Advantage Fund	$	2,072,722	$	894,365	$	9,207	$	885,158
Mid Cap Core Fund		842,442		193,100		6,096		187,004
Mid Cap Equity Fund		911,232		395,843		3,155		392,688
Mid Cap Growth Fund		1,322,714		601,077		8,041		593,036
Mid Cap Value Fund		9,986,096		4,894,834		46,052		4,848,782
Multi-Cap Market Neutral Fund		344,442		81,748		1,822		79,926
Value Advantage Fund		4,435,908		1,006,489		15,262		991,227

Under the Regulated Investment Company Modernization Act of 2010 (“the “Act”), net capital losses recognized by the Funds after June 30, 2011 are carried forward indefinitely, and retain their character as short-term and/or long-term losses. Prior to the Act, 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 be used before pre-enactment net capital losses.

At June 30, 2013, the Funds had pre-enactment net capital loss carryforwards, expiring during the year indicated, which are available to offset future realized gains (amounts in thousands):


	2016		2017		2018		Total
Mid Cap Growth Fund	$	—	$	—	$	39,020	$	39,020	*
Mid Cap Value Fund		—		3,017		38,368		41,385	*
Multi-Cap Market Neutral Fund		39,205		—		—		39,205

*	Amount includes capital loss carryforwards from business combinations, which are limited in future years under Internal Revenue Code Sections 381-384.

6. Borrowings

The Funds rely upon an exemptive order granted by the SEC (the “Order”) permitting the establishment and operation of an Interfund Lending Facility (the “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 the Funds and the series of JPM II are all 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 10, 2014.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	87

NOTES TO FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013 (Unaudited) (continued)

The Funds had no borrowings outstanding from another fund or from the unsecured, uncommitted credit facility at December 31, 2013. Average borrowings from the Facility for the six months ended December 31, 2013, were as follows (amounts in thousands):


	Average Borrowings		Number of Days Outstanding		Interest Paid
Mid Cap Core Fund	$	20,941		3	$	—	(a)
Mid Cap Equity Fund		11,650		3		—	(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. The amount of exposure would depend on 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 Adviser have investment discretion with respect to their clients’ holdings in the Funds, which collectively represent a significant portion of the Funds’ assets for each of the Growth Advantage Fund, Mid Cap Core Fund, Mid Cap Equity Fund and Mid Cap Growth Fund.

In addition, the J.P. Morgan Investor Funds and JPMorgan SmartRetirement Funds, which are affiliated funds of funds, own in the aggregate, more than 10% of the net assets of the following Funds as follows:


	J.P. Morgan Investor Funds			JPMorgan SmartRetirement Funds
Growth Advantage Fund		—			35.3	%
Mid Cap Core Fund		—			53.3
Multi-Cap Market Neutral Fund		90.4	%		—
Value Advantage Fund		—			18.6

Additionally, Mid Cap Equity Fund, Mid Cap Value Fund and Value Advantage Fund each have a shareholder, which is an account maintained by a financial intermediary on behalf of its clients, that owns a significant portion of the Funds’ outstanding shares.

Significant shareholder transactions by these shareholders, if any, may impact the Funds’ performance.

As of December 31, 2013, 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. Reorganization

On November 21, 2013, the Board of Trustees of JPM I approved the reorganization of the Mid Cap Core Fund into the Mid Cap Equity Fund. The reorganization is expected to occur on or about March 14, 2014.

9. Other Matters

On February 12, 2014, the Board of Trustees of JPM II approved a change to the Mid Cap Growth Fund’s fundamental investment objective, which will be presented to shareholders for their approval. Subject to shareholder approval, the Fund’s new investment objective will be to seek growth of capital. The shareholder meeting is expected to occur on or about June 10, 2014.



88	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

SCHEDULE OF SHAREHOLDER EXPENSES

(Unaudited)

Hypothetical $1,000 Investment

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 fees, 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 ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in each Class at the beginning of the reporting period, July 1, 2013, and continued to hold your shares at the end of the reporting period, December 31, 2013.

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 the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

Expense Example


	Beginning Account Value July 1, 2013		Ending Account Value December 31, 2013		Expenses Paid During the Period		Annualized Expense Ratio
Growth Advantage Fund
Class A
Actual*	$	1,000.00	$	1,249.10	$	7.03		1.24	%
Hypothetical*		1,000.00		1,018.95		6.31		1.24
Class B
Actual*		1,000.00		1,247.30		9.80		1.73
Hypothetical*		1,000.00		1,016.48		8.79		1.73
Class C
Actual*		1,000.00		1,247.10		9.86		1.74
Hypothetical*		1,000.00		1,016.43		8.84		1.74
Class R5
Actual*		1,000.00		1,252.30		4.77		0.84
Hypothetical*		1,000.00		1,020.97		4.28		0.84
Class R6
Actual**		1,000.00		1,007.20		0.18		0.80
Hypothetical*		1,000.00		1,021.17		4.08		0.80
Select Class
Actual*		1,000.00		1,251.50		5.90		1.04
Hypothetical*		1,000.00		1,019.96		5.30		1.04

Mid Cap Core Fund
Class A
Actual*		1,000.00		1,183.80		6.88		1.25
Hypothetical*		1,000.00		1,018.90		6.36		1.25
Class C
Actual*		1,000.00		1,180.90		9.62		1.75
Hypothetical*		1,000.00		1,016.38		8.89		1.75



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	89

SCHEDULE OF SHAREHOLDER EXPENSES

(Unaudited) (continued)

Hypothetical $1,000 Investment


	Beginning Account Value July 1, 2013		Ending Account Value December 31, 2013		Expenses Paid During the Period		Annualized Expense Ratio
Mid Cap Core Fund (continued)
Class R2
Actual*	$	1,000.00	$	1,182.10	$	8.25		1.50	%
Hypothetical*		1,000.00		1,017.64		7.63		1.50
Class R5
Actual*		1,000.00		1,186.50		4.41		0.80
Hypothetical*		1,000.00		1,021.17		4.08		0.80
Class R6
Actual*		1,000.00		1,186.50		4.13		0.75
Hypothetical*		1,000.00		1,021.42		3.82		0.75
Select Class
Actual*		1,000.00		1,186.00		4.96		0.90
Hypothetical*		1,000.00		1,020.67		4.58		0.90

Mid Cap Equity Fund
Class A
Actual*		1,000.00		1,183.60		6.82		1.24
Hypothetical*		1,000.00		1,018.95		6.31		1.24
Class C
Actual*		1,000.00		1,180.60		9.56		1.74
Hypothetical*		1,000.00		1,016.43		8.84		1.74
Select Class
Actual*		1,000.00		1,185.90		4.90		0.89
Hypothetical*		1,000.00		1,020.72		4.53		0.89

Mid Cap Growth Fund
Class A
Actual*		1,000.00		1,229.50		6.91		1.23
Hypothetical*		1,000.00		1,019.00		6.26		1.23
Class B
Actual*		1,000.00		1,226.80		9.54		1.70
Hypothetical*		1,000.00		1,016.64		8.64		1.70
Class C
Actual*		1,000.00		1,226.70		9.65		1.72
Hypothetical*		1,000.00		1,016.53		8.74		1.72
Class R2
Actual*		1,000.00		1,228.70		7.81		1.39
Hypothetical*		1,000.00		1,018.20		7.07		1.39
Class R5
Actual*		1,000.00		1,232.60		4.45		0.79
Hypothetical*		1,000.00		1,021.22		4.02		0.79
Class R6
Actual*		1,000.00		1,232.70		4.16		0.74
Hypothetical*		1,000.00		1,021.48		3.77		0.74
Select Class
Actual*		1,000.00		1,231.60		5.17		0.92
Hypothetical*		1,000.00		1,020.57		4.69		0.92

Mid Cap Value Fund
Class A
Actual*		1,000.00		1,142.20		6.64		1.23
Hypothetical*		1,000.00		1,019.00		6.26		1.23
Class B
Actual*		1,000.00		1,139.50		9.22		1.71
Hypothetical*		1,000.00		1,016.59		8.69		1.71



90	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013


	Beginning Account Value July 1, 2013		Ending Account Value December 31, 2013		Expenses Paid During the Period		Annualized Expense Ratio
Mid Cap Value Fund (continued)
Class C
Actual*	$	1,000.00	$	1,139.30	$	9.38		1.74	%
Hypothetical*		1,000.00		1,016.43		8.84		1.74
Class R2
Actual*		1,000.00		1,140.70		8.04		1.49
Hypothetical*		1,000.00		1,017.69		7.58		1.49
Institutional Class
Actual*		1,000.00		1,145.20		4.00		0.74
Hypothetical*		1,000.00		1,021.48		3.77		0.74
Select Class
Actual*		1,000.00		1,143.90		5.30		0.98
Hypothetical*		1,000.00		1,020.27		4.99		0.98

Multi-Cap Market Neutral Fund
Class A
Actual*		1,000.00		1,014.30		14.06		2.77
Hypothetical*		1,000.00		1,011.24		14.04		2.77
Class B
Actual*		1,000.00		1,012.90		16.59		3.27
Hypothetical*		1,000.00		1,008.72		16.56		3.27
Class C
Actual*		1,000.00		1,011.80		16.58		3.27
Hypothetical*		1,000.00		1,008.72		16.56		3.27
Select Class
Actual*		1,000.00		1,016.10		12.76		2.51
Hypothetical*		1,000.00		1,012.55		12.73		2.51

Value Advantage Fund
Class A
Actual*		1,000.00		1,134.30		6.67		1.24
Hypothetical*		1,000.00		1,018.95		6.31		1.24
Class C
Actual*		1,000.00		1,131.80		9.35		1.74
Hypothetical*		1,000.00		1,016.43		8.84		1.74
Institutional Class
Actual*		1,000.00		1,137.20		3.99		0.74
Hypothetical*		1,000.00		1,021.48		3.77		0.74
Select Class
Actual*		1,000.00		1,135.70		5.33		0.99
Hypothetical*		1,000.00		1,020.21		5.04		0.99

*	Expenses are equal to each Class’ respective annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

**	Expenses are equal to each Class’ respective annualized expense ratio, multiplied by the average account value over the period, multiplied by 8/365 (to reflect the one-half year period).



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	91

BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT

(Unaudited)

The Board of Trustees has established various standing committees, composed of Trustees with diverse backgrounds, to which the Board of Trustees has assigned specific subject matter responsibilities to further enhance the effectiveness of the Board’s oversight and decision making. The Board of Trustees and its investment committees (money market and alternative products, equity, and fixed income) meet regularly throughout the year and consider factors that are relevant to their annual consideration of investment advisory agreements at each meeting. They also meet for the specific purpose of considering advisory contract annual renewals. The Board of Trustees held meetings in person in June and August 2013, at which the Trustees considered the continuation of the investment advisory agreements for each of the Funds whose semi-annual report is contained herein (each an “Advisory Agreement” and collectively, the “Advisory Agreements”). At the June meeting, the Board’s investment committees met to review and consider performance, expense and related information for the J.P. Morgan Funds. Each investment committee reported to the full Board, which then considered the investment committee’s preliminary findings. At the August meeting, the Trustees continued their review and consideration. The Trustees, including a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) of any party to the Advisory Agreements or any of their affiliates, approved the continuation of each Advisory Agreement on August 22, 2013.

As part of their review of the investment advisory arrangements for the J.P. Morgan Funds, the Trustees considered and reviewed performance and other information about the Funds received from the Adviser. This information includes the Funds’ performance as compared to the performance of their peers and benchmarks and analyses by the Adviser of the Funds’ performance. In addition, the Trustees have engaged an independent consultant to report on the performance of certain J.P. Morgan Funds at each of the Trustees’ regular meetings. The Adviser also periodically provides comparative information regarding the Funds’ expense ratios and those of their peer groups. In addition, in preparation for the June and August meetings, the Trustees requested, received and evaluated extensive materials from the Adviser, including, with respect to the Funds, performance and expense information compiled by Lipper Inc. (“Lipper”), an independent provider of investment company data. The Trustees’ independent consultant also provided additional analyses of the performance of the Funds in connection with the Trustees’ review of the investment advisory arrangements. Before voting on the proposed Advisory Agreements, the Trustees reviewed the proposed agreements with representatives of the Adviser, counsel to the Trusts and independent legal counsel and received a memorandum from independent legal counsel discussing the legal standards for their consideration of the proposed agreements. The Trustees also discussed the proposed agreements in executive session with counsel to the Trusts and independent legal counsel at

which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining whether to approve each Advisory Agreement.

The Trustees considered information provided with respect to the Funds over the course of the year . Each Trustee attributed different weights to the various factors and no factor alone was considered determinative. From year to year, the Trustees consider and place emphasis on relevant information in light of changing circumstances in market and economic conditions. The Trustees determined that the compensation to be received by the Adviser from each Fund under the applicable Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of each Fund and its shareholders.

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

Nature, Extent and Quality of Services Provided by the Adviser

The Trustees received and considered information regarding the nature, extent and quality of the services provided to each Fund under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser’s senior management and the expertise of, and the amount of attention given to each Fund by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of each Fund and the infrastructure supporting the team. The Trustees also considered information provided by the Adviser and JPMorgan Distribution Services, Inc. (“JPMDS”) about the structure and distribution strategy of each Fund. The Trustees also reviewed information relating to the Adviser’s risk governance model and reports showing the Adviser’s compliance structure and ongoing compliance processes. The Trustees also considered the quality of the administrative services provided by JPMorgan Funds Management, Inc. (“JPMFM”), an affiliate of the Adviser.

The Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Funds gained from their experience as Trustees of the J.P. Morgan Funds. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Funds, their overall confidence in the Adviser’s integrity and the Adviser’s responsiveness to questions or concerns raised by them, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to each Fund.



92	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

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

Costs of Services Provided and Profitability to the Adviser and its Affiliates

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

Fall-Out Benefits

The Trustees reviewed information regarding potential “fallout” or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Funds. The Trustees also reviewed the Adviser’s allocation of fund brokerage for the J.P. Morgan Funds complex, including allocations to brokers who provide research to the Adviser.

The Trustees also considered that JPMFM and JPMDS, affiliates of the Adviser, earn fees from the Funds for providing administrative and shareholder services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the payments of Rule 12b-1 fees to JPMDS, which also acts as the Funds’ distributor and that these fees are in turn generally paid to financial intermediaries that sell the Funds, including financial intermediaries that are affiliates of the Adviser. The Trustees also considered the fees paid to JPMorgan Chase Bank, N.A. (“JPMCB”) for custody and fund accounting, and other related services.

Economies of Scale

The Trustees noted that the proposed investment advisory fee schedule for each Fund does not contain breakpoints. The Trustees considered whether it would be appropriate to add

advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers and expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMFM does include a fee breakpoint, which is tied to the overall level of non-money market fund assets excluding certain funds-of-funds, as applicable, advised by the Adviser, and that the Funds benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors.

Independent Written Evaluation of the Funds’ Senior/Chief Compliance Officer

The Trustees noted that, upon their direction, the Senior Officer for the Mid Cap Growth Fund, Mid Cap Value Fund and Multi-Cap Market Neutral Fund had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees. In determining whether to continue the Advisory Agreements, the Trustees considered the Senior Officer’s report.

The Trustees noted that, upon their direction, the Chief Compliance Officer for the Growth Advantage Fund, Mid Cap Core Fund, Mid Cap Equity Fund, and Value Advantage Fund had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees. The Trustees considered the written evaluation in determining whether to continue the Advisory Agreements.

Fees Relative to Adviser’s Other Clients

The Trustees received and considered information about the nature and extent of investment advisory services and fee rates offered to other clients of the Adviser for investment management styles substantially similar to that of each Fund. The Trustees also considered the complexity of investment management for the Funds relative to the Adviser’s other clients and the differences in the nature and extent of the services provided to the different clients. The Trustees concluded that the fee rates charged to each Fund in comparison to those charged to the Adviser’s other clients were reasonable.

Investment Performance

The Trustees received and considered absolute and/or relative performance for Funds in a report prepared by Lipper. The Trustees considered the total return performance information, which included the ranking of the Funds within a performance universe made up of funds with the same Lipper investment classification and objective (the “Universe Group”) by total return for applicable one-, three- and five-year periods. The Trustees reviewed a description of Lipper’s methodology for



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	93

BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT

(Unaudited) (continued)

selecting mutual funds in each Fund’s Universe Group. The Lipper materials provided to the Trustees highlighted information with respect to certain representative classes to assist the Trustees in their review. As part of this review, the Trustees also reviewed each Fund’s performance against its benchmark and considered the performance information provided for the Funds at regular Board meetings by the Adviser and the Trustees�� independent consultant and also considered the special analysis prepared by the Trustees’ independent consultant. The Lipper performance data noted by the Trustees as part of their review and the determinations made by the Trustees with respect to each Fund’s performance for certain representative classes are summarized below:

The Trustees noted that the Growth Advantage Fund’s performance was in the third, second, and third quintiles for Class A shares and in the third, second, and second quintiles for Select Class shares for the one-, three- and five year periods ended December 31, 2012, respectively, and that the Trustees’ independent consultant indicated that the Fund’s overall performance was satisfactory. The Trustees discussed the performance and investment strategy of the Fund with the Adviser and, based upon this discussion and various other factors, concluded that the performance was reasonable.

The Trustees noted that the Mid Cap Core Fund’s performance was in the fourth quintile for both Class A and Select Class shares for the one-year period ended December 31, 2012, and that the Trustees’ independent consultant indicated that overall performance was attractive. The Trustees discussed the performance and investment strategy of the Fund with the Adviser and, based upon this discussion and various other factors, concluded that the performance was reasonable.

The Trustees noted that the Mid Cap Equity Fund’s performance was in the second quintile for Class A shares for each of the one- and three year periods ended December 31, 2012, and in the second quintile for Select Class shares for each of the one-, three-, and five-year periods ended December 31, 2012, and that the Trustees’ independent consultant indicated that overall performance was satisfactory. The Trustees discussed the performance and investment strategy of the Fund with the Adviser and, based upon this discussion and various other factors, concluded that the performance was reasonable.

The Trustees noted that the Mid Cap Growth Fund’s performance was in the second, fourth and third quintiles for Class A shares and in the second, third and third quintiles for Select Class shares for the one-, three-, and five-year periods ended December 31, 2012, respectively, and that the Trustees’ independent consultant indicated that overall performance needed enhancement. The Trustees discussed the performance and investment strategy of the Fund with the Adviser and, based upon this discussion and various other factors, concluded that the performance was reasonable.

The Trustees noted that the Mid Cap Value Fund’s performance was in the first quintile for both Class A and Select Class shares for each of the one-, three-, and five-year periods ended December 31, 2012, and that the Trustees’ independent consultant indicated that the Fund’s overall performance was attractive. The Trustees discussed the performance and investment strategy of the Fund with the Adviser and, based upon this discussion and various other factors, concluded that the performance was reasonable.

The Trustees noted that the Multi-Cap Market Neutral Fund’s performance was in the fourth, fifth and fourth quintiles for Class A shares and in the third, fourth and fourth quintiles for Select Class shares for the one-, three-, and five-year periods ended December 31, 2012, respectively, and that the Trustees’ independent consultant indicated that the overall performance needed enhancement. The Trustees also noted that effective February 28, 2013, the Fund changed portfolio managers and its investment strategy and process. The Trustees discussed the performance and investment strategy of the Fund with the Adviser and, based upon this discussion and various other factors, concluded that they were satisfied with the Adviser’s analysis of the Fund’s performance. The Trustees requested, however, that the Adviser provide additional Fund performance information to be reviewed with the members of the equity committee at each of their regular meetings over the course of next year.

The Trustees noted that the Value Advantage Fund’s performance was in the first quintile for both Class A and Select Class shares for each of the one-, three-, and five-year periods ended December 31, 2012, and that the Trustees’ independent consultant indicated that overall performance was attractive. The Trustees discussed the performance and investment strategy of the Fund with the Adviser and, based upon this discussion and various other factors, concluded that the performance was reasonable.

Advisory Fees and Expense Ratios

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



94	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	DECEMBER 31, 2013

determinations as a result of the review of each Fund’s advisory fees and expense ratios for certain representative classes are summarized below:

The Trustees noted that the Growth Advantage Fund’s net advisory fee for Class A and Select Class shares was in the third and fourth quintiles, respectively, and that the actual total expenses for Class A and Select Class shares were in the second and third quintiles, respectively, of the Universe Group. After considering the factors identified above, in light of this information, the Trustees concluded that the advisory fees were reasonable.

The Trustees noted that the Mid Cap Core Fund’s net advisory fee for both Class A and Select Class shares was in the second quintile and that the actual total expenses for Class A and Select shares were in the second and third quintiles, respectively, of the Universe Group. After considering the factors identified above, in light of this information, the Trustees concluded that the advisory fee was reasonable.

The Trustees noted that the Mid Cap Equity Fund’s net advisory fee for Class A and Select Class shares was in the second and first quintiles, respectively, and that the actual total expenses for both Class A and Select shares were in the second quintile of the Universe Group. After considering the factors identified above, in light of this information, the Trustees concluded that the advisory fees were reasonable.

The Trustees noted that the Mid Cap Growth Fund’s net advisory fee for both Class A and Select Class shares was in the first

quintile, and that the actual total expenses for both Class A and

Select Class shares were in the second quintile of the Universe Group. After considering the factors identified above, in light of this information, the Trustees concluded that the advisory fee was reasonable.

The Trustees noted that the Mid Cap Value Fund’s net advisory fee for Class A and Select Class shares was in the second and third quintiles, respectively, and that the actual total expenses for both Class A and Select shares were in the third quintile of the Universe Group. After considering the factors identified above, in light of this information, the Trustees concluded that the advisory fees were reasonable.

The Trustees noted that the Multi-Cap Market Neutral Fund’s net advisory fee for both Class A and Select Class shares was in the fourth quintile, and that the actual total expenses for both Class A and Select Class shares were in the second quintile of the Universe Group. After considering the factors identified above, in light of this information, the Trustees concluded that the advisory fee was reasonable.

The Trustees noted that the Value Advantage Fund’s net advisory fee for Class A and Select Class shares was in the third and second quintiles, respectively, and that the actual total expenses for Class A and Select Class shares were in the second and third quintiles, respectively, of their Universe Group. After considering the factors identified above, in light of this information, the Trustees concluded that the advisory fees were reasonable.



DECEMBER 31, 2013	J.P. MORGAN MID CAP/MULTI-CAP FUNDS	95

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 on the Funds’ website at www.jpmorganfunds.com. 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 Adviser. 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., 2014. All rights reserved. December 2013.		SAN-MC-1213

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.

Not applicable to a semi-annual 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.

(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)).

(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 to a semi-annual report.

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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(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.

Not applicable to a semi-annual report.

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 to a semi-annual report.

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.

Not applicable.

(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/ Robert L. Young
		Robert L. Young
		President and Principal Executive Officer
		March 7, 2014

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/ Robert L. Young
		Robert L. Young
		President and Principal Executive Officer
		March 7, 2014

By:		/s/ Joy C. Dowd
		Joy C. Dowd
		Treasurer and Principal Financial Officer
		March 7, 2014

— All or a portion of these securities are segregated for short sales.

— The rate shown is the current yield as of December 31, 2013.

— 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, unfunded commitments and/or forward foreign currency exchange contracts.