JP Morgan Fleming Series Trust NCSRS Certified 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			811-21276

J.P. Morgan Fleming Series Trust
(Exact name of registrant as specified in charter)

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

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

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

Date of fiscal year end:	December 31, 2005

Date of reporting period:		January 1, 2005 to June 30, 2005

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

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

ITEM 1. REPORTS TO STOCKHOLDERS.

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

SEMI-ANNUAL REPORT
SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED)

JPMorgan Funds

Multi-Manager

Funds

Multi-Manager Small Cap Growth Fund

Multi-Manager Small Cap Value Fund

CONTENTS

President's Letter					1

Fund Information: Multi-Manager Small Cap Growth Fund					3

Multi-Manager Small Cap Value Fund					5

Schedule of Portfolio Investments					7

Financial Statements					32

Financial Highlights					35

Notes to Financial Statements					36

Board Review of Subadvisory Agreement					44

Trustees					46

Officers					47

Schedule of Shareholder Expenses					48

HIGHLIGHTS

• U.S. equities experienced volatility over the six-month period

• Interest rate increases and rising oil prices were mainstays in economic news

• Investors felt more encouraged about the FOMC tightening cycle toward the end of the period

• Mid- and small-capitalization stocks were positive as opposed to their large-capitalization counterparts

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

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

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

JPMorgan Multi-Manager Funds

President's Letter July 11, 2005

Dear Shareholder:

We are pleased to present this semi-annual report for the JPMorgan Multi-Manager Funds. Inside, you'll find information detailing the performance of the Funds for the six months ended June 30, 2005.

Markets wrestle with volatility

U.S. equities experienced volatility over the period - particularly in the first quarter of 2005 - due primarily to concerns about inflation and economic growth. Even as employment increases, merger activity and corporate spending gained momentum, the challenges of increasing interest rates and rising oil prices seemed to loom in the background.

Interest rate increases by the Federal Open Market Committee (FOMC), in particular, were a mainstay in economic news due to a relatively consistent schedule of 25-basis point (bp) hikes. This interest-rate activity became a source of great consternation for investors, as speculation abounded regarding its underlying catalyst - to keep inflation under control and to discourage speculative risk taking. Furthermore, this environment of uncertainty was often underscored by mixed economic data. Meanwhile, oil prices garnered their share of attention, with the West Texas Intermediate (WTI) rising more than 39% over the past six months and the price per barrel exceeding $60 at times.

Encouragement, however, surfaced toward the end of the period, as investors felt hopeful that the FOMC would finish its tightening cycle earlier than expected due to signs of moderating growth and easing inflation pressures. Weakness in manufacturing was offset by strength in the economy's consumer and housing segments. In addition, employment news continued to improve at a slow but steady, incremental pace.

Index performance

The markets showed an erratic ebb and flow during the period. Major large-capitalization stock indexes were negative for the six-month period, with many small- and mid-capitalization stock indexes reporting positive returns. Mid-capitalization stocks were the clear winners, as the Russell Midcap Index returned 3.92%. In addition, small-capitalization stocks made modest gains, with the Russell 2500 Index up 1.24% for the period. Large-capitalization stocks disappointed, as indicated by the S&P 500 Index, which reported a negative 0.81% for the six-month period.

Outlook

As we enter the second half of 2005, the economy continues on a path of moderate expansion. The combined potency of rising labor costs and high commodity prices have emerged as obstacles to the economy's progress. However, the weakness in manufacturing appears to be losing steam and showing signs of an impending rebound. Moreover, inflation reports have been much more benign than we expected. We believe, however, that the FOMC will continue on its tightening cycle until evidence of a more decisive slowdown presents itself.

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

Sincerely yours,

George C.W. Gatch
President
JPMorgan Funds

JPMorgan Multi-Manager Small Cap Growth Fund

As of June 30, 2005

Percentage of Total Portfolio Investments

Information Technology (24.2%)
Health Care (23.7%)
Consumer Discretionary (17.7%)
Industrials (14.4%)
Energy (6.0%)
Financials (4.6%)
Short-Term Investments (3.6%)
Consumer Staples (2.9%)
Materials (1.6%)
Telecommunication Services (0.8%)
Investment Company (0.5%)

Top Ten Equity Holdings of the Portfolio

	1.			Pediatrix Medical Group, Inc. (1.6%)
	2.			CACI International, Inc., Class A (1.3%)
	3.			Quicksilver Resources, Inc. (1.1%)
	4.			Microsemi Corp. (1.0%)
	5.			Landstar System, Inc. (0.8%)
	6.			Charles River Laboratories International, Inc. (0.8%)
	7.			Tetra Technologies, Inc. (0.8%)
	8.			Arthrocare Corp. (0.8%)
	9.			Petco Animal Supplies, Inc. (0.8%)
	10.			Chico's FAS, Inc. (0.8%)

Top 10 Equity holdings comprised 9.8% of the Portfolio's market value of investments ($266,418 in thousands). As of June 30, 2005, the fund held 376 equity holdings. Portfolio holdings are subject to change at any time

Total Returns as of June 30, 2005

					Average Annual Total Returns
INCEPTION DATE		6 MONTHS			1 YEAR			SINCE INCEPTION
	2/28/2003		(2.18	%)		2.08	%		21.26	%

(Unaudited)

JPMorgan Multi-Manager Small Cap Growth Fund

As of June 30, 2005

Life of Fund Performance (2/28/03 to 06/30/05)

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

The Fund commenced operations on 2/28/03.

The graph illustrates comparative performance for $1,000,000 invested in shares of the JPMorgan Multi-Manager Small Cap Growth Fund, Russell 2000 Growth Index, and Lipper Small-Cap Growth Funds Index from February 28, 2003 to June 30, 2005. The performance of the Fund assumes reinvestment of all dividends and capital gains and does not include a sales charge. The performance of the indices does not include a

sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark.

The Russell 2000 Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth rates. The Lipper Small-Cap Growth Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

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

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

(Unaudited)

JPMorgan Multi-Manager Small Cap Value Fund

As of June 30, 2005

Percentage of Total Portfolio Investments

Financials (23.6%)
Consumer Discretionary (17.6%)
Industrials (14.4%)
Health Care (10.7%)
Information Technology (10.0%)
Energy (6.5%)
Materials (5.5%)
Utilities (5.0%)
Short-Term Investments (3.1%)
Telecommunication Services (1.3%)
Investment Company (1.1%)
Consumer Staples (1.1%)
U.S. Treasury Notes (0.1%)

Top Ten Equity Holdings of the Portfolio

	1.			Flir Systems, Inc. (1.4%)
	2.			Cabot Oil & Gas Corp. (1.4%)
	3.			Philadelphia Consolidated Holdings Corp. (1.4%)
	4.			Hovnanian Enterprises, Inc. (1.3%)
	5.			Meritage Homes Corp. (1.3%)
	6.			Pharmaceutical Product Development, Inc. (1.2%)
	7.			Raymond James Financial, Inc. (1.1%)
	8.			iShares Russell 2000 Value Index Fund (1.1%)
	9.			American Healthways, Inc. (1.1%)
	10.			Cooper Cos., Inc. (The) (1.1%)

Top 10 Equity holdings comprised 12.4% of the Portfolio's market value of investments ($393,817 in thousands). As of June 30, 2005, the fund held 700 equity holdings. Portfolio holdings are subject to change at any time

Total Returns as of June 30, 2005

					Average Annual Total Returns
INCEPTION DATE		6 MONTHS			1 YEAR			SINCE INCEPTION
	2/28/2003		3.42	%		16.38	%		33.73	%

(Unaudited)

JPMorgan Multi-Manager Small Cap Value Fund

As of June 30, 2005

Life of Fund Performance (2/28/03 to 06/30/05)

The Fund commenced operations on 2/28/03.

The graph illustrates comparative performance for $1,000,000 invested in shares of the JPMorgan Multi-Manager Small Cap Value Fund, Russell 2000 Value Index, and Lipper Small-Cap Value Funds Index from February 28, 2003 to June 30, 2005. The performance of the Fund assumes reinvestment of all dividends and capital gains and does not include a sales charge. The performance of the indices does not include a

sales charge and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark.

The Russell 2000 Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The Lipper Small-Cap Value Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper, Inc. Investors cannot invest directly in an index.

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

(Unaudited)

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - 96.2%
		Common Stocks - 96.2%
		Aerospace & Defense - 1.4%
	82	Ceradyne, Inc. (a)	$	1,982
	35	Engineered Support Systems, Inc.		1,263
	16	MTC Technologies, Inc. (a)		580
				3,825
		Air Freight & Logistics - 1.4%
	40	EGL, Inc. (a)		803
	39	Hub Group, Inc., Class A (a)		967
	27	UTI Worldwide, Inc.		1,860
				3,630
		Airlines - 0.2%
	32	ExpressJet Holdings, Inc. (a)		270
	32	Pinnacle Airlines Corp. (a)		275
				545
		Auto Components - 0.3%
	29	American Axle & Manufacturing Holdings, Inc.		735
		Beverages - 0.6%
	34	Cott Corp. (Canada) (a)		738
	9	Hansen Natural Corp. (a)		733
				1,471
		Biotechnology - 4.0%
	12	Affymetrix, Inc. (a)		642
	30	Alkermes, Inc. (a)		399
	16	Amylin Pharmaceuticals, Inc. (a)		335
	45	Charles River Laboratories International, Inc. (a)		2,181
	34	Cubist Pharmaceuticals, Inc. (a)		449
	20	Digene Corp. (a)		554
	32	Digirad Corp. (a)		173
	55	Incyte Corp. (a)		393
	44	Isis Pharmaceuticals, Inc. (a)		173
	58	Lifecell Corp. (a)		918
	46	Maxygen, Inc. (a)		319
	76	Nabi Biopharmaceuticals (a)		1,150
	13	Neurocrine Biosciences, Inc. (a)		547
	22	NPS Pharmaceuticals, Inc. (a)		246
	17	OSI Pharmaceuticals, Inc. (a)		703
	27	Telik, Inc. (a)		437
	13	United Therapeutics Corp. (a)		617
	26	Zymogenetics, Inc. (a)		466
				10,702
		Capital Markets - 1.1%
	14	Affiliated Managers Group, Inc. (a)		970
	34	Eaton Vance Corp.		803
	32	Investors Financial Services Corp.		1,206
				2,979
		Chemicals - 0.6%
	25	Agrium, Inc. (Canada)		484
	46	Airgas, Inc.		1,123
				1,607

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Commercial Banks - 1.2%
	18	East-West Bancorp, Inc.	$	602
	5	Mercantile Bank Corp.		226
	55	Sterling Bancshares, Inc.		856
	92	UCBH Holdings, Inc.		1,500
				3,184
		Commercial Services & Supplies - 5.4%
	8	Advisory Board Co. (a)		385
	22	CDI Corp.		471
	12	Chemed Corp.		480
	24	Corinthian Colleges, Inc. (a)		302
	14	Corporate Executive Board Co.		1,085
	22	Corrections Corp. of America (a)		882
	7	CoStar Group, Inc. (a)		305
	35	CRA International, Inc. (a)		1,888
	118	DiamondCluster International, Inc. (a)		1,333
	32	Educate, Inc. (a)		446
	7	Education Management Corp. (a)		219
	17	Hudson Highland Group, Inc. (a)		268
	21	Huron Consulting Group, Inc. (a)		506
	21	Korn/Ferry International (a)		378
	64	Labor Ready, Inc. (a)		1,499
	20	Laureate Education, Inc. (a)		977
	2	LECG Corp. (a)		34
	35	Navigant Consulting, Inc. (a)		616
	10	Portfolio Recovery Associates, Inc. (a)		430
	23	Waste Connections, Inc. (a)		845
	39	Watson Wyatt & Co. Holdings		1,007
				14,356
		Communications Equipment - 2.3%
	35	Adtran, Inc.		870
	60	AudioCodes Ltd. (Israel) (a)		593
	13	Avocent Corp. (a)		327
	27	C-COR, Inc. (a)		188
	86	Foundry Networks, Inc. (a)		744
	71	Glenayre Technologies, Inc. (a)		269
	76	Ixia (a)		1,468
	22	Orckit Communications Ltd. (Israel) (a)		572
	22	Packeteer, Inc. (a)		303
	23	SafeNet, Inc. (a)		768
				6,102
		Computers & Peripherals - 1.6%
	14	Avid Technology, Inc. (a)		762
	58	Dot Hill Systems Corp. (a)		301
	23	Hutchinson Technology, Inc. (a)		871
	42	Iomega Corp. (a)		112
	22	M-Systems Flash Disk Pioneers (Israel) (a)		430
	167	McData Corp. (a)		666
	57	Synaptics, Inc. (a)		1,223
				4,365
		Construction & Engineering - 1.5%
	41	Chicago Bridge & Iron Co., N.V. (Netherlands) (N.Y. Shares)		926

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Construction & Engineering - Continued
	44	Dycom Industries, Inc. (a)	$	870
	10	EMCOR Group, Inc. (a)		465
	30	Jacobs Engineering Group, Inc. (a)		1,700
				3,961
		Distributors - 0.2%
	16	Beacon Roofing Supply, Inc. (a)		418
		Diversified Financial Services - 0.3%
	33	CapitalSource, Inc. (a)		645
	1	International Securities Exchange (a)		20
				665
		Diversified Telecommunication Services - 0.2%
	19	NeuStar, Inc. (a)		476
		Electrical Equipment - 0.9%
	10	American Science & Engineering, Inc. (a)		464
	23	Ametek, Inc.		973
	19	Genlyte Group, Inc. (a)		916
				2,353
		Electronic Equipment & Instruments - 1.5%
	45	Benchmark Electronics, Inc. (a)		1,375
	39	Cognex Corp.		1,016
	33	Photon Dynamics, Inc. (a)		680
	34	Radisys Corp. (a)		543
	64	TTM Technologies, Inc. (a)		485
				4,099
		Energy Equipment & Services - 2.6%
	34	Grant Prideco, Inc. (a)		892
	13	Oceaneering International, Inc. (a)		518
	61	Patterson-UTI Energy, Inc.		1,708
	67	Tetra Technologies, Inc. (a)		2,147
	21	Universal Compression Holdings, Inc. (a)		743
	35	Veritas DGC, Inc. (a)		976
				6,984
		Food & Staples Retailing - 1.0%
	29	Central European Distribution Corp. (a)		1,068
	50	Performance Food Group Co. (a)		1,509
				2,577
		Food Products - 0.4%
	24	JM Smucker Co. (The)		1,108
		Health Care Equipment & Supplies - 7.3%
	1	Adeza Biomedical Corp. (a)		17
	20	Advanced Medical Optics, Inc. (a)		779
	22	Advanced Neuromodulation Systems, Inc. (a)		861
	31	Anika Therapeutics, Inc. (a)		361
	15	Arrow International, Inc.		474
	61	Arthrocare Corp. (a)		2,126
	40	Aspect Medical Systems, Inc. (a)		1,195
	46	Bruker BioSciences Corp. (a)		185
	14	Cooper Cos., Inc. (The)		846
	43	Cytyc Corp. (a)		957

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Health Care Equipment & Supplies - Continued
	48	Hologic, Inc. (a)	$	1,916
	28	Immucor, Inc. (a)		822
	27	Inamed Corp. (a)		1,782
	50	Intralase Corp. (a)		972
	8	Kensey Nash Corp. (a)		241
	35	Kyphon, Inc. (a)		1,214
	16	Laserscope (a)		680
	16	Mine Safety Appliances Co.		745
	24	Nektar Therapeutics (a)		411
	43	PerkinElmer, Inc.		819
	8	Resmed, Inc. (a)		508
	16	Syneron Medical Ltd. (a)		599
	33	VNUS Medical Technologies, Inc. (a)		391
	28	Wright Medical Group, Inc. (a)		750
				19,651
		Health Care Providers & Services - 9.0%
	26	Accredo Health, Inc. (a)		1,162
	10	American Healthways, Inc. (a)		421
	38	Apria Healthcare Group, Inc. (a)		1,316
	13	Centene Corp. (a)		435
	18	Community Health Systems, Inc. (a)		680
	13	Covance, Inc. (a)		601
	93	CryoLife, Inc. (a)		723
	24	DaVita, Inc. (a)		1,073
	14	HealthExtras, Inc. (a)		290
	17	LabOne, Inc. (a)		684
	26	LCA Vision, Inc.		1,262
	17	LHC Group, Inc. (a)		317
	23	Merge Technologies, Inc. (a)		440
	23	Omnicare, Inc.		976
	10	Pacificare Health Systems, Inc. (a)		690
	56	Pediatrix Medical Group, Inc. (a)		4,135
	43	Priority Healthcare Corp., Class B (a)		1,102
	30	Psychiatric Solutions, Inc. (a)		1,437
	25	Renal Care Group, Inc. (a)		1,146
	30	SFBC International, Inc. (a)		1,140
	9	Shamir Optical Industry Ltd. (Israel) (a)		149
	26	United Surgical Partners International, Inc. (a)		1,354
	74	VCA Antech, Inc. (a)		1,799
	38	Ventiv Health, Inc. (a)		733
				24,065
		Hotels, Restaurants & Leisure - 5.5%
	16	AFC Enterprises, Inc. (a)		214
	38	Applebees International, Inc.		995
	11	Argosy Gaming Co. (a)		494
	27	Brinker International, Inc. (a)		1,071
	38	California Pizza Kitchen, Inc. (a)		1,044
	13	Choice Hotels International, Inc.		864
	77	CKE Restaurants, Inc.		1,076
	16	Ctrip.com International Ltd. (Cayman Islands) (ADR) (a)		827
	92	La Quinta Corp. (a)		856

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Hotels, Restaurants & Leisure - Continued
	27	Orient-Express Hotels Ltd. (Bermuda)	$	868
	9	Panera Bread Co., Class A (a)		571
	15	PF Chang's China Bistro, Inc. (a)		891
	38	Rare Hospitality International, Inc. (a)		1,156
	16	Scientific Games Corp., Class A (a)		431
	14	Station Casinos, Inc.		907
	39	Texas Roadhouse, Inc., Class A (a)		1,342
	35	Vail Resorts, Inc. (a)		969
				14,576
		Household Durables - 1.1%
	25	Desarrolladora Homex S.A. de C.V. (Mexico) (ADR) (a)		680
	19	Hovnanian Enterprises, Inc. (a)		1,206
	44	Technical Olympic USA, Inc.		1,063
				2,949
		Household Products - 1.2%
	39	Central Garden & Pet Co. (a)		1,911
	67	Prestige Brands Holdings, Inc. (a)		1,303
				3,214
		Internet & Catalog Retail - 0.8%
	42	Audible, Inc. (a)		736
	17	Coldwater Creek, Inc. (a)		421
	46	J. Jill Group, Inc. (The) (a)		631
	15	Stamps.com, Inc. (a)		284
				2,072
		Internet Software & Services - 3.0%
	108	aQuantive, Inc. (a)		1,921
	8	Digital River, Inc. (a)		239
	120	Digitas, Inc. (a)		1,363
	48	Interwoven, Inc. (a)		358
	25	Jupitermedia Corp. (a)		424
	31	McAfee, Inc. (a)		799
	42	Online Resources Corp. (a)		475
	36	Openwave Systems, Inc. (a)		591
	101	SkillSoft plc (Ireland) (ADR) (a)		347
	168	SonicWALL, Inc. (a)		907
	56	ValueClick, Inc. (a)		694
				8,118
		Investment Companies - 0.8%
	46	Apollo Investment Corp.		843
	22	iShares Russell 2000 Index Fund		1,390
				2,233
		IT Services - 4.2%
	10	Anteon International Corp. (a)		433
	36	BISYS Group, Inc. (The) (a)		535
	57	CACI International, Inc., Class A (a)		3,591
	39	Cognizant Technology Solutions Corp., Class A		1,829
	36	Euronet Worldwide, Inc. (a)		1,044
	6	Forrester Research, Inc. (a)		103
	35	Gartner, Inc., Class A (a)		369
	12	Global Payments, Inc.		807
	24	Greenfield Online, Inc. (a)		293

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		IT Services - Continued
	14	iPayment, Inc. (a)	$	526
	41	RightNow Technologies, Inc. (a)		490
	100	Sapient Corp. (a)		795
	22	Titan Corp. (a)		505
				11,320
		Leisure Equipment & Products - 0.4%
	39	Nautilus Group, Inc.		1,109
		Machinery - 2.8%
	9	Actuant Corp., Class A (a)		432
	19	ASV, Inc. (a)		763
	18	Bucyrus International, Inc.		699
	24	Clarcor, Inc.		710
	16	ESCO Technologies, Inc. (a)		1,593
	29	Kaydon Corp.		796
	14	Kennametal, Inc.		653
	12	Middleby Corp.		634
	39	TurboChef Technologies, Inc. (a)		693
	19	Wabash National Corp.		468
				7,441
		Media - 1.7%
	34	CKX, Inc. (a)		432
	24	Cumulus Media, Inc., Class A (a)		281
	87	Harris Interactive, Inc. (a)		423
	71	Lions Gate Entertainment Corp. (Canada) (a)		729
	24	Outdoor Channel Holdings, Inc. (a)		325
	41	Playboy Enterprises, Inc., Class B (a)		524
	28	Regal Entertainment Group, Class A		527
	81	Spanish Broadcasting System, Class A (a)		808
	47	World Wrestling Entertainment, Inc.		538
				4,587
		Metals & Mining - 1.1%
	51	Alpha Natural Resources, Inc. (a)		1,215
	11	Charles & Colvard Ltd. (a)		277
	22	Massey Energy Co.		822
	24	Steel Dynamics, Inc.		620
				2,934
		Multiline Retail - 0.1%
	11	99 Cents Only Stores (a)		141
		Oil, Gas & Consumable Fuels - 3.4%
	21	ATP Oil & Gas Corp. (a)		482
	3	Bill Barrett Corp. (a)		86
	68	Carrizo Oil & Gas, Inc. (a)		1,158
	13	Energy Partners Ltd. (a)		335
	31	KCS Energy, Inc. (a)		532
	29	Plains Exploration & Production Co. (a)		1,023
	47	Quicksilver Resources, Inc. (a)		2,992
	31	Range Resources Corp.		842
	17	Remington Oil & Gas Corp. (a)		621
	16	Vintage Petroleum, Inc.		488
	15	Whiting Petroleum Corp. (a)		543
				9,102

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Personal Products - 0.4%
	17	Parlux Fragrances, Inc. (a)	$	457
	14	USANA Health Sciences, Inc. (a)		577
				1,034
		Pharmaceuticals - 2.9%
	49	First Horizon Pharmaceutical Corp. (a)		937
	62	IVAX Corp. (a)		1,337
	24	Kos Pharmaceuticals, Inc. (a)		1,582
	55	Medicines Co. (a)		1,290
	23	Medicis Pharmaceutical Corp., Class A		719
	29	Noven Pharmaceuticals, Inc. (a)		498
	6	Par Pharmaceutical Cos, Inc. (a)		197
	34	Penwest Pharmaceuticals Co. (a)		407
	25	Salix Pharmaceuticals Ltd. (a)		439
	16	Taro Pharmaceuticals Industries (Israel) (a)		456
				7,862
		Real Estate - 1.3%
	12	American Financial Realty Trust (REIT)		177
	25	BioMed Realty Trust, Inc. (REIT)		594
	20	Mills Corp. (The) (REIT)		1,198
	46	Ventas, Inc. (REIT)		1,386
				3,355
		Road & Rail - 0.9%
	74	Landstar System, Inc. (a)		2,240
	13	Werner Enterprises, Inc.		263
				2,503
		Semiconductors & Semiconductor Equipment - 5.9%
	50	Actel Corp. (a)		700
	38	ATMI, Inc. (a)		1,115
	29	August Technology Corp. (a)		341
	13	Cree, Inc. (a)		321
	18	Cymer, Inc. (a)		466
	42	DSP Group, Inc. (a)		993
	40	Exar Corp. (a)		588
	54	Integrated Circuit Systems, Inc. (a)		1,116
	40	Intersil Corp., Class A		754
	143	Microsemi Corp. (a)		2,693
	53	O2Micro International Ltd. (Cayman Islands) (a)		746
	29	PDF Solutions, Inc. (a)		384
	37	Photronics, Inc. (a)		852
	31	Power Integrations, Inc. (a)		664
	60	PowerDsine Ltd. (a)		605
	64	Rudolph Technologies, Inc. (a)		919
	41	Semtech Corp. (a)		684
	83	Silicon Image, Inc. (a)		853
	8	Silicon Motion Technology		86
	16	Standard Microsystems Corp. (a)		374
	13	Tessera Technologies, Inc. (a)		445
				15,699
		Software - 5.8%
	65	Agile Software Corp. (a)		410
	114	Borland Software Corp. (a)		781

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Software - Continued
	29		Cognos, Inc. (Canada) (a)	$	1,003
	18		Concur Technologies, Inc. (a)		193
	81		Epicor Software Corp. (a)		1,063
	21		Factset Research Systems, Inc.		765
	17		Fair Isaac Corp.		635
	42		Filenet Corp. (a)		1,067
	13		Hyperion Solutions Corp. (a)		518
	102		Informatica Corp. (a)		852
	59		Jack Henry & Associates, Inc.		1,089
	27		Jamdat Mobile, Inc. (a)		742
	5		Magma Design Automation, Inc. (a)		44
	22		Micromuse, Inc. (a)		122
	58		Progress Software Corp. (a)		1,761
	47		RSA Security, Inc. (a)		537
	55		Secure Computing Corp. (a)		594
	9		Sonic Solutions, Inc. (a)		167
	14		Take-Two Interactive Software, Inc. (a)		365
	11		Talx Corp.		321
	27		THQ, Inc. (a)		796
	32		VeriFone Holdings, Inc. (a)		525
	30		Verint Systems, Inc. (a)		975
	26		Verity, Inc. (a)		226
					15,551
			Specialty Retail - 5.5%
	8		Advance Auto Parts, Inc. (a)		515
	52		Aéropostale, Inc. (a)		1,730
	38		AnnTaylor Stores Corp. (a)		929
	59		Chico's FAS, Inc. (a)		2,014
	28		Dick's Sporting Goods, Inc. (a)		1,069
	17		DSW, Inc. (a)		429
	27		Electronics Boutique Holdings Corp. (a)		1,714
	24		Guitar Center, Inc. (a)		1,372
	33		HOT Topic, Inc. (a)		639
	10		Michaels Stores, Inc.		429
	69		Petco Animal Supplies, Inc. (a)		2,014
	24		Ross Stores, Inc.		681
	15		Talbots, Inc.		497
	17		Too, Inc. (a)		390
	7		West Marine, Inc. (a)		130
					14,552
			Textiles, Apparel & Luxury Goods - 1.6%
	44		Phillips-Van Heusen		1,448
	10		Reebok International Ltd.		435
	2		Volcom, Inc.		43
	59		Warnaco Group, Inc. (The) (a)		1,366
	41		Wolverine World Wide, Inc.		990
					4,282
			Thrifts & Mortgage Finance - 0.4%
	25		Bankunited Financial Corp.		668
	11		Harbor Bancshares, Inc.		408
	-	(h)	New York Community Bancorp, Inc.		-	(h)
					1,076

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Growth Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Trading Companies & Distributors - 0.2%
	18	Hughes Supply, Inc.	$	495
		Wireless Telecommunication Services - 0.2%
	25	Nextel Partners, Inc. (a)		637
	17	Syniverse Holdings, Inc. (a)		235
				872
		Total Long-Term Investments (Cost $218,934)		256,935
		Short-Term Investment - 3.6%
		Investment Company - 3.6%
	9,483	JPMorgan Prime Money Market Fund (b) (Cost $9,483)		9,483
	Total Investments - 99.8% (Cost $228,417)			266,418
	Other assets in excess of liabilities - 0.2%			442
		NET ASSETS - 100.0%	$	266,860

Percentages are based on net assets.

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - 97.0%
		Common Stocks - 97.0%
		Aerospace & Defense - 1.9%
	8	AAR Corp. (a)	$	127
	21	Aviall, Inc. (a)		648
	8	Curtiss-Wright Corp.		453
	5	DRS Technologies, Inc.		267
	12	Esterline Technologies Corp. (a)		489
	36	Goodrich Corp.		1,458
	6	Heico Corp.		143
	15	Kaman Corp., Class A		278
	102	Moog, Inc., Class A (a)		3,198
	10	Orbital Sciences Corp. (a)		97
	5	Triumph Group, Inc. (a)		167
				7,325
		Airlines - 0.3%
	5	Alaska Air Group, Inc. (a)		149
	11	Continental Airlines, Inc., Class B (a)		146
	32	ExpressJet Holdings, Inc. (a)		276
	26	Skywest, Inc.		467
				1,038
		Auto Components - 0.4%
	12	Aftermarket Technology Corp. (a)		204
	17	Hayes Lemmerz International, Inc. (a)		118
	4	Keystone Automotive Industries, Inc. (a)		99
	11	Sauer-Danfoss, Inc.		193
	4	Stoneridge, Inc. (a)		24
	5	Superior Industries International, Inc.		114
	33	Tenneco Automotive, Inc. (a)		551
	15	Visteon Corp.		88
				1,391
		Automobiles - 0.4%
	45	Winnebago Industries, Inc.		1,474
		Biotechnology - 1.4%
	4	Alexion Pharmaceuticals, Inc. (a)		101
	9	Applera Corp. - Celera Genomics Group (a)		94
	4	Cell Genesys, Inc. (a)		22
	11	Cytokinetics, Inc. (a)		79
	60	Genelabs Technologies (a)		30
	4	Human Genome Sciences, Inc. (a)		49
	156	Nabi Biopharmaceuticals (a)		2,381
	4	Rigel Pharmaceuticals, Inc. (a)		84
	102	Serologicals Corp. (a)		2,174
	10	Telik, Inc. (a)		157
	7	United Therapeutics Corp. (a)		318
				5,489
		Building Products - 0.7%
	12	Apogee Enterprises, Inc.		189
	10	Griffon Corp. (a)		211
	27	Jacuzzi Brands, Inc. (a)		285

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Building Products - Continued
	23		Lennox International, Inc.	$	493
	8		NCI Building Systems, Inc. (a)		266
	16		Universal Forest Products, Inc.		680
	9		USG Corp. (a)		374
	4		Water Pik Technologies, Inc. (a)		67
	7		York International Corp.		273
					2,838
			Capital Markets - 2.6%
	84		Eaton Vance Corp.		2,018
	1		Greenhill & Co., Inc.		20
	8		Investment Technology Group, Inc. (a)		175
	86		Jefferies Group, Inc.		3,255
	8		LaBranche & Co., Inc. (a)		50
	2		Luby's, Inc. (a)		28
	3		Piper Jaffray Cos. (a)		94
	156		Raymond James Financial, Inc.		4,408
					10,048
			Chemicals - 3.9%
	91		Cambrex Corp.		1,727
	1		Cytec Industries, Inc.		52
	62		Engelhard Corp.		1,780
	18		FMC Corp. (a)		1,027
	12		Georgia Gulf Corp.		379
	14		H.B. Fuller Co.		490
	68		Headwaters, Inc. (a)		2,328
	35		Hercules, Inc. (a)		499
	-	(h)	Kronos Worlwide, Inc.		5
	6		Minerals Technologies, Inc.		339
	11		NewMarket Corp. (a)		157
	104		PolyOne Corp. (a)		687
	113		RPM International, Inc.		2,056
	30		Scotts Miracle-Gro Co. (The), Class A (a)		2,143
	-	(h)	Sensient Technologies Corp.		6
	14		Terra Industries, Inc. (a)		97
	5		Valhi, Inc.		86
	25		Valspar Corp.		1,222
	28		W.R. Grace & Co. (a)		220
	18		Wellman, Inc.		183
					15,483
			Commercial Banks - 3.8%
	5		ABC Bancorp		89
	5		Amcore Financial, Inc.		158
	20		Amegy Bancorp, Inc.		445
	3		AmericanWest Bancorp (a)		62
	1		BancFirst Corp.		44
	1		Bank of the Ozarks, Inc.		20
	3		Banner Corp.		70
	2		Capital Corp. of the West		51
	5		Capitol Bancorp Ltd.		161
	5		Cathay General Bancorp		172
	7		Central Pacific Financial Corp.		260
	12		Chemical Financial Corp.		411

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Commercial Banks - Continued
	3		City Holding Co.	$	102
	20		Colonial BancGroup, Inc. (The)		439
	5		Columbia Banking System, Inc.		122
	17		Community Bank System, Inc.		405
	5		Community Trust Bancorp, Inc.		160
	12		Cullen/Frost Bankers, Inc.		586
	10		EuroBancshares, Inc. (a)		154
	-	(h)	Financial Institutions, Inc.		2
	6		First Bancorp		245
	1		First Citizens BancShares, Inc., Class A		167
	1		First Oak Brook Bancshares, Inc.		25
	12		First Republic Bank		422
	31		Gold Banc Corp., Inc.		450
	1		Great Southern Bancorp, Inc.		19
	15		Greater Bay Bancorp		382
	50		Hanmi Financial Corp.		842
	13		IBERIABANK Corp.		813
	14		Independent Bank Corp./MA		398
	15		Independent Bank Corp./MI		424
	17		Irwin Financial Corp.		379
	-	(h)	Lakeland Financial Corp.		4
	-	(h)	MainSource Financial Group, Inc.		9
	3		MB Financial, Inc.		120
	4		MBT Financial Corp.		69
	5		Mercantile Bank Corp.		219
	12		Mid-State Bancshares		325
	-	(h)	Nara Bancorp, Inc.		6
	-	(h)	Old Second Bancorp, Inc.		6
	73		Oriental Financial Group		1,117
	2		Pacific Capital Bancorp		72
	-	(h)	Peoples Bancorp, Inc.		11
	7		Prosperity Bancshares, Inc.		186
	9		Provident Bankshares Corp.		281
	41		Republic Bancorp, Inc.		618
	1		Republic Bancorp, Inc., Class A		26
	-	(h)	Royal Bancshares of Pennsylvania		7
	-	(h)	SCBT Financial Corp.		13
	2		Security Bank Corp.		39
	5		Simmons First National Corp., Class A		133
	4		Southside Bancshares, Inc.		90
	-	(h)	Southwest Bancorp, Inc.		4
	6		State Financial Services Corp.		225
	4		Sterling Bancshares, Inc.		62
	10		Sterling Financial Corp.		222
	10		Summit Bancshares, Inc.		168
	3		Sun Bancorp, Inc. (a)		58
	5		SVB Financial Group (a)		230
	6		Taylor Capital Group, Inc.		216
	11		Texas Regional Bancshares, Inc.		344
	4		TriCo Bancshares		83
	8		Umpqua Holdings Corp.		185
	12		United Bancshares, Inc.		420

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Commercial Banks - Continued
	26		West Coast Bancorp	$	644
	2		Western Sierra Bancorp (a)		61
					14,752
			Commercial Services & Supplies - 3.1%
	79		Administaff, Inc.		1,875
	102		Allied Waste Industries, Inc. (a)		809
	20		Angelica Corp.		498
	2		Banta Corp.		77
	16		Century Business Services, Inc. (a)		66
	-	(h)	Consolidated Graphics, Inc. (a)		16
	-	(h)	CRA International, Inc. (a)		22
	5		Dollar Financial Corp. (a)		52
	4		Electro Rent Corp. (a)		65
	11		Geo Group, Inc. (The) (a)		271
	12		Imagistics International, Inc. (a)		328
	11		Interpool, Inc.		235
	15		John H. Harland Co.		585
	42		Kelly Services, Inc., Class A		1,214
	3		NCO Group, Inc. (a)		63
	44		School Specialty, Inc. (a)		2,023
	28		Spherion Corp. (a)		185
	20		TeleTech Holdings, Inc. (a)		165
	1		Tetra Tech, Inc. (a)		16
	152		United Rentals, Inc. (a)		3,071
	9		United Stationers, Inc. (a)		461
	-	(h)	Vertrue, Inc. (a)		16
	2		Viad Corp.		59
	-	(h)	Volt Information Sciences, Inc. (a)		9
					12,181
			Communications Equipment - 1.5%
	9		Arris Group, Inc. (a)		74
	5		Bel Fuse, Inc., Class B		159
	7		Black Box Corp.		230
	6		C-COR, Inc. (a)		44
	42		CIENA Corp. (a)		87
	12		CommScope, Inc. (a)		216
	7		Ditech Communications Corp. (a)		47
	62		Emulex Corp. (a)		1,137
	12		Inter-Tel, Inc.		225
	23		MRV Communications, Inc. (a)		49
	186		Powerwave Technologies, Inc. (a)		1,901
	7		Redback Networks, Inc. (a)		47
	6		SafeNet, Inc. (a)		196
	16		Sycamore Networks, Inc. (a)		55
	141		Symmetricom, Inc. (a)		1,458
	10		UTStarcom, Inc. (a)		74
					5,999
			Computers & Peripherals - 0.6%
	35		Adaptec, Inc. (a)		137
	71		Brocade Communications Systems, Inc. (a)		274
	7		Electronics for Imaging, Inc. (a)		151
	23		Gateway, Inc. (a)		77

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Computers & Peripherals - Continued
	12	Hutchinson Technology, Inc. (a)	$	443
	5	Hypercom Corp. (a)		32
	5	Imation Corp.		175
	3	Intergraph Corp. (a)		100
	6	Komag, Inc. (a)		170
	29	McData Corp. (a)		116
	11	PalmOne, Inc. (a)		324
	43	Quantum Corp. (a)		126
	60	Silicon Graphics, Inc. (a)		43
				2,168
		Construction & Engineering - 0.6%
	1	Dycom Industries, Inc. (a)		24
	2	EMCOR Group, Inc. (a)		88
	20	MasTec, Inc. (a)		179
	60	Shaw Group, Inc. (The) (a)		1,282
	6	URS Corp. (a)		235
	8	Washington Group International, Inc. (a)		424
				2,232
		Construction Materials - 0.2%
	4	Ameron International Corp.		150
	4	Eagle Materials, Inc.		352
	8	Texas Industries, Inc.		455
				957
		Consumer Finance - 1.4%
	11	Advanta Corp.		318
	87	AmeriCredit Corp. (a)		2,226
	29	Cash America International, Inc.		575
	12	CompuCredit Corp. (a)		401
	2	Credit Acceptance Corp. (a)		30
	18	Metris Cos., Inc. (a)		265
	4	Student Loan Corp.		967
	21	World Acceptance Corp. (a)		628
				5,410
		Containers & Packaging - 0.7%
	13	Chesapeake Corp.		280
	15	Crown Holdings, Inc. (a)		218
	9	Greif, Inc., Class A		556
	34	Pactiv Corp. (a)		723
	6	Rock-Tenn Co., Class A		77
	14	Silgan Holdings, Inc.		782
				2,636
		Diversified Financial Services - 0.3%
	1	eSpeed, Inc. (a)		5
	6	Financial Federal Corp.		240
	13	GATX Corp.		462
	20	Knight Capital Group, Inc. (a)		151
	31	Technology Investment Capital Corp.		463
				1,321
		Diversified Telecommunication Services - 0.5%
	17	Broadwing Corp. (a)		78
	93	Cincinnati Bell, Inc.		398

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Diversified Telecommunication Services - Continued
	4		Commonwealth Telephone Enterprises, Inc.	$	147
	22		CT Communications, Inc.		290
	12		General Communication, Inc., Class A (a)		115
	23		ITC Deltacom, Inc. (a)		19
	5		North Pittsburgh Systems, Inc.		94
	64		Premiere Global Services, Inc. (a)		725
	18		Primus Telecom Group (a)		11
	12		Talk America Holdings, Inc. (a)		117
	19		Time Warner Telecom, Inc., Class A (a)		112
					2,106
			Electric Utilities - 2.7%
	9		Black Hills Corp.		321
	6		CH Energy Group, Inc.		277
	11		Cleco Corp.		233
	25		El Paso Electric Co. (a)		517
	55		Idacorp, Inc.		1,691
	112		PNM Resources, Inc.		3,214
	103		Puget Energy, Inc.		2,417
	2		UIL Holdings Corp.		108
	31		Unisource Energy Corp.		962
	17		WPS Resources Corp.		937
					10,677
			Electrical Equipment - 0.3%
	11		A.O. Smith Corp.		281
	12		Acuity Brands, Inc.		295
	10		Encore Wire Corp. (a)		118
	9		General Cable Corp. (a)		138
	3		Genlyte Group, Inc. (a)		156
	6		Regal-Beloit Corp.		169
					1,157
			Electronic Equipment & Instruments - 3.9%
	195		Aeroflex, Inc. (a)		1,637
	19		Agilysis, Inc.		294
	7		Anixter International, Inc. (a)		268
	2		Bell Microproducts, Inc. (a)		15
	11		Benchmark Electronics, Inc. (a)		333
	5		Brightpoint, Inc. (a)		120
	179		Checkpoint Systems, Inc. (a)		3,175
	17		CTS Corp.		203
	5		Electro Scientific Industries, Inc. (a)		89
	184		Flir Systems, Inc. (a)		5,496
	-	(h)	Global Imaging Systems, Inc. (a)		3
	5		MTS Systems Corp.		165
	4		Newport Corp. (a)		55
	59		Paxar Corp. (a)		1,045
	5		Radisys Corp. (a)		86
	51		Sanmina-SCI Corp. (a)		279
	94		Symbol Technologies, Inc.		925
	2		SYNNEX Corp. (a)		30
	6		Sypris Solutions, Inc.		78
	1		Trimble Navigation, Ltd. (a)		19

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Electronic Equipment & Instruments - Continued
	5		TTM Technologies, Inc. (a)	$	36
	97		Vishay Intertechnology, Inc. (a)		1,146
					15,497
			Energy Equipment & Services - 1.4%
	2		Cal Dive International, Inc. (a)		120
	6		Hanover Compressor Co. (a)		70
	5		Lone Star Technologies, Inc. (a)		228
	7		NS Group, Inc. (a)		221
	31		Oceaneering International, Inc. (a)		1,202
	7		Offshore Logistics, Inc. (a)		220
	18		Oil States International, Inc. (a)		446
	7		RPC, Inc.		120
	88		Superior Energy Services, Inc. (a)		1,558
	31		TODCO, Class A (a)		783
	6		Universal Compression Holdings, Inc. (a)		199
	12		Veritas DGC, Inc. (a)		336
					5,503
			Food & Staples Retailing - 0.2%
	6		Casey's General Stores, Inc.		115
	8		Great Atlantic & Pacific Tea Co., Inc. (a)		229
	2		Nash Finch Co.		77
	3		Pantry, Inc. (The) (a)		128
	11		Pathmark Stores, Inc. (a)		99
	11		Smart & Final, Inc. (a)		140
					788
			Food Products - 0.5%
	33		Chiquita Brands International, Inc.		895
	10		Corn Products International, Inc.		242
	5		Flowers Foods, Inc.		182
	4		Gold Kist, Inc. (a)		84
	2		J & J Snack Foods Corp.		126
	5		Ralcorp Holdings, Inc.		198
	4		Sanderson Farms, Inc.		200
					1,927
			Gas Utilities - 1.0%
	9		Atmos Energy Corp.		245
	22		New Jersey Resources Corp.		1,066
	1		Nicor, Inc.		54
	9		Northwest Natural Gas Co.		333
	13		South Jersey Industries, Inc.		788
	25		Southern Union Co. (a)		605
	27		Southwest Gas Corp.		691
					3,782
			Health Care Equipment & Supplies - 1.6%
	6		Analogic Corp.		292
	4		Bio-Rad Laboratories, Inc., Class A (a)		261
	11		Conmed Corp. (a)		338
	69		Cooper Cos., Inc. (The)		4,224
	-	(h)	Invacare Corp.		4
	6		Kyphon, Inc. (a)		223
	6		Mine Safety Appliances Co.		291

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Health Care Equipment & Supplies - Continued
	12		Neurometrix, Inc. (a)	$	246
	6		Steris Corp.		147
	-	(h)	SurModics, Inc. (a)		9
					6,035
			Health Care Providers & Services - 7.1%
	32		Accredo Health, Inc. (a)		1,471
	9		Alderwoods Group, Inc. (a)		128
	11		Alliance Imaging, Inc. (a)		110
	103		American Healthways, Inc. (a)		4,350
	62		AMERIGROUP Corp. (a)		2,488
	59		Beverly Enterprises, Inc. (a)		752
	6		Computer Programs & Systems, Inc.		239
	90		Covance, Inc. (a)		4,034
	-	(h)	Coventry Health Care, Inc. (a)		-	(h)
	6		Gentiva Health Services, Inc. (a)		107
	79		Health Management Associates, Inc., Class A		2,063
	18		Kindred Healthcare, Inc. (a)		709
	5		LCA Vision, Inc.		247
	4		Magellan Health Services, Inc. (a)		124
	29		Manor Care, Inc.		1,148
	58		Omnicare, Inc.		2,452
	6		Parexel International Corp. (a)		113
	9		Pediatrix Medical Group, Inc. (a)		669
	15		Per-Se Technologies, Inc. (a)		309
	100		Pharmaceutical Product Development, Inc. (a)		4,681
	15		PSS World Medical, Inc. (a)		186
	4		Res-Care, Inc. (a)		50
	-	(h)	Sierra Health Services (a)		29
	58		Stewart Enterprises, Inc.		377
	22		Sunrise Senior Living, Inc. (a)		1,182
					28,018
			Hotels, Restaurants & Leisure - 1.8%
	7		Ameristar Casinos, Inc.		183
	5		Argosy Gaming Co. (a)		247
	5		Aztar Corp. (a)		175
	-	(h)	Bob Evans Farms, Inc.		2
	13		Brinker International, Inc. (a)		500
	52		CEC Entertainment, Inc. (a)		2,199
	5		Isle of Capri Casinos, Inc. (a)		134
	15		Jack in the Box, Inc. (a)		561
	24		Landry's Restaurants, Inc.		716
	9		Navigant International, Inc. (a)		125
	7		O'Charley's, Inc. (a)		129
	4		Papa John's International, Inc. (a)		160
	1		Ryan's Restaurant Group, Inc. (a)		7
	15		Six Flags, Inc. (a)		70
	64		Sonic Corp. (a)		1,946
					7,154
			Household Durables - 5.3%
	10		American Greetings, Class A		268
	9		Applica, Inc. (a)		28
	3		Beazer Homes USA, Inc.		166

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Household Durables - Continued
	2		CSS Industries, Inc.	$	58
	3		Department 56, Inc. (a)		27
	-	(h)	Furniture Brands International, Inc.		9
	30		Harman International Industries, Inc.		2,473
	81		Hovnanian Enterprises, Inc. (a)		5,255
	12		Kimball International, Inc., Class B		156
	5		La-Z-Boy, Inc.		77
	62		Meritage Homes Corp. (a)		4,937
	66		Snap-On, Inc.		2,267
	43		Standard-Pacific Corp.		3,755
	18		Technical Olympic USA, Inc.		439
	15		Tupperware Corp.		346
	19		WCI Communities, Inc. (a)		612
					20,873
			Household Products - 0.1%
	13		Spectrum Brands, Inc. (a)		429
			Industrial Conglomerates - 0.1%
	14		Walter Industries, Inc.		555
			Insurance - 5.7%
	57		American Financial Group, Inc.		1,894
	1		American Physicians Capital, Inc. (a)		33
	14		Argonaut Group, Inc. (a)		321
	-	(h)	Baldwin & Lyons, Inc.		8
	4		Clark, Inc.		63
	49		Commerce Group, Inc.		3,025
	66		Delphi Financial Group, Inc.		2,913
	6		Direct General Corp.		106
	7		Infinity Property & Casualty Corp.		255
	12		LandAmerica Financial Group, Inc.		712
	5		Midland Co. (The)		183
	49		Nationwide Financial Services, Inc.		1,842
	-	(h)	Navigators Group, Inc. (a)		10
	63		Philadelphia Consolidated Holdings Corp. (a)		5,348
	6		Phoenix Cos., Inc. (The)		70
	56		PMA Capital Corp., Class A (a)		490
	1		ProAssurance Corp. (a)		25
	21		Protective Life Corp.		878
	5		RLI Corp.		210
	17		Safeco Corp.		937
	10		Safety Insurance Group, Inc.		331
	10		Selective Insurance Group		491
	5		State Auto Financial Corp.		146
	13		Stewart Information Services Corp.		554
	11		UICI		319
	1		United Fire & Casualty Co.		27
	8		Universal American Financial Corp. (a)		186
	15		Zenith National Insurance Corp.		1,045
					22,422

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Internet & Catalog Retail - 0.6%
	117		Insight Enterprises, Inc. (a)	$	2,360
	14		Systemax, Inc. (a)		92
					2,452
			Internet Software & Services - 0.4%
	8		aQuantive, Inc. (a)		145
	4		AsiaInfo Holdings, Inc. (a)		20
	33		EarthLink, Inc. (a)		287
	40		Homestore, Inc. (a)		81
	3		Infospace, Inc. (a)		89
	-	(h)	Internet Security Systems (a)		6
	153		Ipass, Inc. (a)		927
	9		United Online, Inc.		97
					1,652
			IT Services - 2.2%
	24		BearingPoint, Inc. (a)		176
	156		BISYS Group, Inc. (The) (a)		2,334
	2		CACI International, Inc., Class A (a)		133
	19		Ciber, Inc. (a)		150
	101		Convergys Corp. (a)		1,431
	5		Covansys Corp. (a)		69
	16		Gartner, Inc., Class A (a)		173
	49		Global Payments, Inc.		3,329
	3		infoUSA, Inc. (a)		34
	5		ManTech International Corp., Class A (a)		158
	2		MAXIMUS, Inc.		60
	22		Perot Systems Corp., Class A (a)		314
	1		Safeguard Scientifics, Inc. (a)		1
	2		Startek, Inc.		40
	10		Sykes Enterprises, Inc. (a)		92
	10		Tyler Technologies, Inc. (a)		77
					8,571
			Investment Companies - 1.1%
	68		iShares Russell 2000 Value Index Fund		4,375
			Leisure Equipment & Products - 1.0%
	25		JAKKS Pacific, Inc. (a)		474
	243		K2, Inc. (a)		3,079
	8		RC2 Corp. (a)		301
	6		Steinway Musical Instruments, Inc. (a)		185
					4,039
			Machinery - 4.8%
	6		Actuant Corp., Class A (a)		264
	184		AGCO Corp. (a)		3,511
	3		Astec Industries, Inc. (a)		70
	16		Barnes Group, Inc.		530
	31		Bucyrus International, Inc.		1,193
	6		Cascade Corp.		242
	6		CIRCOR International, Inc.		146
	4		ESCO Technologies, Inc. (a)		353
	6		Flowserve Corp. (a)		172
	-	(h)	Gardner Denver, Inc. (a)		3

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Machinery - Continued
	4		Greenbrier Cos., Inc.	$	119
	55		Harsco Corp.		2,987
	37		JLG Industries, Inc.		1,017
	6		Joy Global, Inc.		191
	-	(h)	Kadant, Inc. (a)		9
	11		Kennametal, Inc.		513
	95		Mueller Industries, Inc.		2,574
	2		NACCO Industries, Inc., Class A		257
	11		Reliance Steel & Aluminum Co.		404
	5		Tecumseh Products Co., Class A		132
	26		Terex Corp. (a)		1,028
	82		Timken Co.		1,886
	15		Toro Co.		591
	16		Valmont Industries, Inc.		421
	8		Watts Water Technologies, Inc., Class A		271
					18,884
			Media - 1.4%
	1		4Kids Entertainment, Inc. (a)		14
	2		Arbitron, Inc.		82
	2		Carmike Cinemas, Inc.		71
	74		Charter Communications, Inc., Class A (a)		88
	14		Insight Communications Co., Inc., Class A (a)		151
	6		Journal Register Co. (a)		100
	20		Lodgenet Entertainment Corp. (a)		337
	14		Mediacom Communications Corp., Class A (a)		95
	53		Primedia, Inc. (a)		214
	-	(h)	ProQuest Co. (a)		13
	4		R.H. Donnelley Corp. (a)		242
	40		Radio One, Inc., Class D (a)		516
	5		Saga Communications, Inc., Class A (a)		71
	63		Scholastic Corp. (a)		2,440
	105		Sinclair Broadcast Group, Inc., Class A		949
	5		Valassis Communications, Inc. (a)		196
					5,579
			Metals & Mining - 0.6%
	25		Commercial Metals Co.		591
	14		NN, Inc.		171
	4		Oregon Steel Mills, Inc. (a)		76
	16		Quanex Corp.		822
	4		Ryerson Tull, Inc.		51
	5		Schnitzer Steel Industries, Inc.		111
	16		Steel Dynamics, Inc.		428
					2,250
			Multi-Utilities - 1.5%
	72		Avista Corp.		1,338
	13		Energen Corp.		442
	74		Oneok, Inc.		2,413
	81		Sierra Pacific Resources (a)		1,013
	28		Vectren Corp.		814
					6,020
			Multiline Retail - 0.1%
	24		ShopKo Stores, Inc. (a)		581

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Oil, Gas & Consumable Fuels - 4.9%
	155	Cabot Oil & Gas Corp.	$	5,380
	140	Chesapeake Energy Corp.		3,195
	20	Cimarex Energy Co. (a)		784
	12	Comstock Resources, Inc. (a)		309
	7	Energy Partners Ltd. (a)		170
	1	Giant Industries, Inc. (a)		32
	6	Harvest Natural Resources, Inc. (a)		69
	7	Houston Exploration Co. (a)		382
	41	Southwestern Energy Co. (a)		1,931
	29	Spinnaker Exploration Co. (a)		1,017
	12	Stone Energy Corp. (a)		567
	73	Swift Energy Co. (a)		2,622
	19	Tesoro Corp.		865
	14	Vintage Petroleum, Inc.		424
	42	Whiting Petroleum Corp. (a)		1,525
				19,272
		Paper & Forest Products - 0.1%
	13	Schweitzer-Mauduit International, Inc.		417
	13	Wausau-Mosinee Paper Corp.		152
				569
		Pharmaceuticals - 0.6%
	11	Adolor Corp. (a)		101
	9	Alpharma, Inc., Class A		126
	12	AtheroGenics, Inc. (a)		196
	9	Auxilium Pharmaceuticals, Inc. (a)		42
	80	AVANIR Pharmaceuticals, Class A (a)		225
	8	Barr Pharmaceuticals, Inc. (a)		397
	23	Cypress Bioscience, Inc. (a)		301
	54	KV Pharmaceutical Co., Class B (a)		913
	10	Palatin Technologies, Inc. (a)		18
	5	Valeant Pharmaceuticals International		93
				2,412
		Real Estate - 6.2%
	19	Affordable Residential Communities (REIT) (k)		250
	5	Alexandria Real Estate Equities, Inc. (REIT)		360
	42	American Financial Realty Trust (REIT)		652
	24	American Home Mortgage Investment Corp. (REIT)		850
	58	Anthracite Capital, Inc. (REIT)		681
	6	Boykin Lodging Co. (REIT) (a)		78
	19	Capital Automotive REIT (REIT)		740
	5	Capital Trust, Inc., Class A (REIT) (k)		164
	49	CarrAmerica Realty Corp. (REIT)		1,776
	48	Entertainment Properties Trust (REIT)		2,222
	41	Equity Inns, Inc. (REIT)		548
	24	FelCor Lodging Trust, Inc. (REIT) (a)		345
	5	First Potomac Realty Trust (REIT)		121
	21	Gables Residential Trust (REIT)		908
	17	Government Properties Trust, Inc. (REIT)		165
	22	Impac Mortgage Holdings, Inc. (REIT)		407
	47	Innkeepers USA Trust (REIT)		695
	7	Jones Lang LaSalle, Inc. (a)		305
	2	Kilroy Realty Corp. (REIT)		114

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Real Estate - Continued
	12	LaSalle Hotel Properties (REIT)	$	377
	8	Levitt Corp., Class A		230
	46	Lexington Corporate Properties Trust (REIT)		1,111
	19	LTC Properties, Inc. (REIT)		397
	17	Maguire Properties, Inc. (REIT)		485
	73	Meristar Hospitality Corp. (REIT) (a)		624
	17	MFA Mortgage Investments, Inc. (REIT)		130
	30	Mid-America Apartment Communities, Inc. (REIT)		1,381
	28	National Health Investors, Inc. (REIT)		772
	5	New Century Financial Corp. (REIT)		260
	6	Novastar Financial, Inc. (REIT)		215
	7	Parkway Properties, Inc. (REIT)		335
	19	Pennsylvania Real Estate Investment Trust (REIT)		907
	20	Prentiss Properties Trust (REIT)		714
	26	RAIT Investment Trust (REIT)		782
	13	Saul Centers, Inc. (REIT)		483
	29	Senior Housing Properties Trust (REIT)		541
	32	SL Green Realty Corp. (REIT)		2,058
	12	Sun Communities, Inc. (REIT)		457
	8	Taubman Centers, Inc. (REIT)		288
	1	Urstadt Biddle Properties, Inc., Class A (REIT)		19
	18	Ventas, Inc. (REIT)		553
				24,500
		Road & Rail - 1.5%
	3	Amerco, Inc. (a)		182
	3	Arkansas Best Corp.		108
	7	Covenant Transport, Inc., Class A (a)		94
	46	CSX Corp.		1,954
	13	Dollar Thrifty Automotive Group, Inc. (a)		509
	18	Genesee & Wyoming, Inc., Class A (a)		498
	9	Overnite Corp.		382
	22	RailAmerica, Inc. (a)		258
	15	SCS Transportation, Inc. (a)		258
	57	Swift Transportation Co., Inc. (a)		1,316
	8	U.S. Xpress Enterprises, Inc., Class A (a)		98
	19	Werner Enterprises, Inc.		367
				6,024
		Semiconductors & Semiconductor Equipment - 0.7%
	9	Actel Corp. (a)		127
	7	AMIS Holdings, Inc. (a)		89
	9	Amkor Technology, Inc. (a)		40
	47	Applied Micro Circuits Corp. (a)		121
	22	Axcelis Technologies, Inc. (a)		152
	6	Cirrus Logic, Inc. (a)		30
	5	Cohu, Inc.		102
	21	Credence Systems Corp. (a)		194
	7	DSP Group, Inc. (a)		160
	20	Entegris, Inc. (a)		195
	5	Exar Corp. (a)		73
	13	Fairchild Semiconductor International, Inc. (a)		196
	6	Genesis Microchip, Inc. (a)		102

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Semiconductors & Semiconductor Equipment - Continued
	27		Integrated Device Technology, Inc. (a)	$	293
	8		Integrated Silicon Solutions, Inc. (a)		62
	18		Lattice Semiconductor Corp. (a)		79
	12		MKS Instruments, Inc. (a)		209
	3		Mykrolis Corp. (a)		48
	18		ON Semiconductor Corp. (a)		84
	9		Photronics, Inc. (a)		208
	9		Silicon Storage Technology, Inc. (a)		36
	15		Skyworks Solutions, Inc. (a)		111
	5		Standard Microsystems Corp. (a)		110
	14		Vitesse Semiconductor Corp. (a)		30
					2,851
			Software - 0.7%
	77		Cadence Design Systems, Inc. (a)		1,053
	5		Epiphany, Inc. (a)		19
	-	(h)	Magma Design Automation, Inc. (a)		3
	6		NetIQ Corp. (a)		69
	45		Parametric Technology Corp. (a)		285
	8		Progress Software Corp. (a)		232
	46		Sybase, Inc. (a)		852
	3		Talx Corp.		98
					2,611
			Specialty Retail - 4.6%
	17		Aaron Rents, Inc.		424
	10		Aéropostale, Inc. (a)		344
	30		Asbury Automotive Group, Inc. (a)		462
	4		Build-A-Bear Workshop, Inc. (a)		87
	4		Building Material Holding Corp.		277
	12		Burlington Coat Factory Warehouse Corp.		499
	180		Charming Shoppes, Inc. (a)		1,680
	121		CSK Auto Corp. (a)		2,015
	13		Dress Barn, Inc. (a)		303
	6		Genesco, Inc. (a)		219
	8		Jo-Ann Stores, Inc. (a)		211
	-	(h)	Linens 'N Things, Inc. (a)		2
	15		Lithia Motors, Inc., Class A		424
	31		Men's Wearhouse, Inc. (a)		1,052
	1		Movie Gallery, Inc.		21
	12		Payless Shoesource, Inc. (a)		232
	87		RadioShack Corp.		2,023
	39		Regis Corp.		1,532
	6		Rent-A-Center, Inc. (a)		133
	18		Rent-Way, Inc. (a)		179
	3		Sonic Automotive, Inc.		64
	92		Sports Authority, Inc. (The) (a)		2,928
	9		Stage Stores, Inc. (a)		375
	87		Stein Mart, Inc.		1,921
	11		Too, Inc. (a)		259
	4		United Auto Group, Inc.		113
	7		Zale Corp. (a)		228
					18,007

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares			Security Description	Value
			Long-Term Investments - Continued
			Textiles, Apparel & Luxury Goods - 2.0%
	7		Brown Shoe Co., Inc.	$	266
	12		Kellwood Co.		315
	6		Kenneth Cole Productions, Inc., Class A		177
	6		Movado Group, Inc.		106
	113		Phillips-Van Heusen		3,697
	16		Quiksilver, Inc. (a)		257
	125		Russell Corp.		2,553
	7		Unifirst Corp.		292
					7,663
			Thrifts & Mortgage Finance - 3.7%
	66		Accredited Home Lenders Holding Co. (a)		2,895
	36		Astoria Financial Corp.		1,012
	23		Bank Atlantic Bancorp, Inc., Class A		430
	51		Bankunited Financial Corp.		1,371
	99		Brookline Bancorp, Inc.		1,604
	1		Commercial Capital Bancorp, Inc.		13
	41		Commercial Federal Corp.		1,384
	19		Corus Bankshares, Inc.		1,038
	11		Dime Community Bancshares		171
	14		Doral Financial Corp.		223
	3		First Financial Holdings, Inc.		93
	43		First Niagara Financial Group, Inc.		627
	1		First Place Financial Corp.		18
	6		FirstFed Financial Corp. (a)		334
	12		Flagstar Bancorp, Inc.		221
	15		Fremont General Corp.		362
	-	(h)	ITLA Capital Corp. (a)		16
	10		MAF Bancorp, Inc.		443
	12		Ocwen Financial Corp. (a)		84
	11		Partners Trust Financial Group, Inc.		112
	16		R&G Financial Corp., Class B		282
	22		Sterling Financial Corp. (a)		813
	9		TierOne Corp.		231
	29		W Holding Co., Inc.		297
	5		WSFS Financial Corp.		263
					14,337
			Tobacco - 0.3%
	33		Alliance One International, Inc.		201
	21		Universal Corp.		937
					1,138
			Trading Companies & Distributors - 1.2%
	48		Applied Industrial Technologies, Inc.		1,550
	70		Watsco, Inc.		2,982
					4,532
			Water Utilities - 0.0% (g)
	-	(h)	American States Water Co.		12
	-	(h)	California Water Service Group		15
					27
			Wireless Telecommunication Services - 0.8%
	143		American Tower Corp., Class A (a)		3,000
	4		Centennial Communications Corp. (a)		54

See notes to financial statements.

JPMorgan Multi-Manager Small Cap Value Fund

Schedule of Portfolio Investments (continued)

As of June 30, 2005 (unaudited)
(Amounts in thousands)

Shares		Security Description	Value
		Long-Term Investments - Continued
		Wireless Telecommunication Services - Continued
	31	Dobson Communications Corp.	$	132
	1	Remec, Inc. (a)		6
				3,192
		Total Long-Term Investments (Cost $288,715)		381,203
		Short-Term Investments - 3.2%
		Investment Companies - 3.1%
	12,291	JPMorgan Prime Money Market Fund (b)		12,291

Principal
Amount

		U.S. Treasury Obligations - 0.1%
$	325	U.S. Treasury Bill 1.88%, 11/30/05 (k)		323
		Total Short-Term Investments (Cost $12,614)		12,614
Total Investments - 100.2% (Cost $301,329)				393,817
Liabilities in excess of other assets - (0.2)%				(858	)
		NET ASSETS - 100.0%	$	392,959

Percentages are based on net assets.

Futures Contracts

(Amounts in thousands, except number of contracts)

Number of Contracts				Description				Expiration Date				Notional Value at 6/30/05 (USD)				Unrealized Appreciation (USD)
	8			Russell 2000 Index				Sep-05				$	2,509			$	63

Abbreviations:

ADR - American Depositary Receipt

REIT - Real Estate Investment Trust

(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 JPMorgan Investment Management, Inc. or JPMorgan Investment Advisors, Inc.

(g) - Amount rounds to less than 0.1%.

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

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

See notes to financial statements.

JPMorgan Funds

Statement of Assets and Liabilities

June 30, 2005 (unaudited)

(Amounts in thousands, except per share amounts)

	Multi-Manager Small Cap Growth			Multi-Manager Small Cap Value
ASSETS:
Investments in non-affiliates, at value	$	256,935		$	381,526
Investments in affiliates, at value		9,483			12,291
Total Investment securities, at value		266,418			393,817
Cash		-	(a)		6
Receivables:
Investment securities sold		4,222			2,485
Fund shares sold		366			341
Interest and dividends		67			341
Prepaid expenses and other assets		2			1
Total Assets		271,075			396,991
LIABILITIES:
Payables:
Investment securities purchased		3,740			2,923
Fund shares redeemed		163			636
Variation margin on futures contracts		-			6
Accrued liabilities:
Investment advisory fees		185			219
Administration fees		22			33
Shareholder servicing fees		54			80
Custodian and accounting fees		23			59
Other		28			76
Total Liabilities		4,215			4,032
Net Assets		266,860			392,959
NET ASSETS:
Paid in capital		218,737			279,400
Accumulated undistributed (distributions in excess of) net investment income		(1,012	)		(114	)
Accumulated undistributed net realized gains (losses) from investments and futures		11,134			21,122
Net unrealized appreciation (depreciation) from investments and futures		38,001			92,551
Net Assets	$	266,860		$	392,959
Shares of benefical interest outstanding		18,038			21,297
Net asset value, redemption and offering price per share	$	14.79		$	18.45
Cost of investments	$	228,417		$	301,329

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

See notes to financial statements.

JPMorgan Funds

Statement of Operations

For the six months ended June 30, 2005 (unaudited)

(Amounts in thousands)
	Multi-Manager Small Cap Growth			Multi-Manager Small Cap Value
INVESTMENT INCOME:
Dividends	$	664		$	2,081
Dividend income from affiliates (a)		80			176
Interest income		63			168
Foreign taxes withheld		-	(b)		(1	)
Total investment income		807			2,424
EXPENSES:
Investment advisory fees		1,129			1,612
Administrative fees		158			226
Shareholder servicing fees		330			475
Custodian and accounting fees		41			49
Professional fees		56			59
Trustees' fees		12			16
Printing and mailing costs		12			13
Registration and filing fees		19			24
Transfer agent fees		29			36
Other		45			63
Total expenses before earnings credits		1,831			2,573
Less earnings credits		1			-	(b)
Net expenses		1,830			2,573
Net investment income (loss)		(1,023	)		(149	)
REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS AND FUTURES:
Realized gain (loss) on transactions from:
Investments		8,770			17,157
Futures		-			(36	)
Net realized gain		8,770			17,121
Change in unrealized appreciation/depreciation on:
Investments		(14,474	)		(3,748	)
Futures		-			(38	)
Net change in unrealized appreciation/depreciation		(14,474	)		(3,786	)
Net realized/unrealized gains (losses) on investments and futures		(5,704	)		13,335
Net increase (decrease) in net assets resulting from operations	$	(6,727	)	$	13,186
(a) Includes reimbursements of investment advisory, administration and shareholder servicing fees:	$	17		$	12
(b) Amount rounds to less than $1,000

See notes to financial statements.

JPMorgan Funds

Statement of Changes in Net Assets

(Amount in thousands)

	Multi-Manager Small Cap Growth						Multi-Manager Small Cap Value
	Six Months Ended 6/30/05 (unaudited)			Year Ended 12/31/04			Six Months Ended 6/30/05 (unaudited)			Year Ended 12/31/04
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss)	$	(1,023	)	$	(2,725	)	$	(149	)	$	(958	)
Net realized gain (loss) on investments and futures		8,770			6,117			17,121			19,451
Change in net unrealized appreciation/depreciation of investments and futures		(14,474	)		17,856			(3,786	)		44,144
Increase (decrease) in net assets from operations		(6,727	)		21,248			13,186			62,637
DISTRIBUTIONS TO SHAREHOLDERS FROM:
From net realized gains on investment transactions		-			(3,750	)		-			(16,590	)
INCREASE (DECREASE) FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares issued		32,900			147,378			50,604			194,785
Dividends reinvested		-			1,627			-			7,104
Cost of shares redeemed		(50,457	)		(76,009	)		(59,133	)		(75,053	)
Increase (decrease) in net assets from capital share transactions		(17,557	)		72,996			(8,529	)		126,836
NET ASSETS:
Total increase (decrease) in net assets		(24,284	)		90,494			4,657			172,883
Beginning of period		291,144			200,650			388,302			215,419
End of period	$	266,860		$	291,144		$	392,959		$	388,302
Accumulated undistributed (distributions in excess of) net investment income	$	(1,012	)	$	11		$	(114	)	$	35
SHARES:
Issued		2,287			10,323			2,883			12,032
Reinvested		-			126			-			413
Redeemed		(3,505	)		(5,376	)		(3,354	)		(4,598	)
Change in capital shares		(1,218	)		5,073			(471	)		7,847

See notes to financial statements.

JPMorgan Funds

Financial Highlights

	Multi-Manager Small Cap Growth Fund									Multi-Manager Small Cap Value Fund
PER SHARE OPERATING PERFORMANCE:	Six Months Ended 6/30/05 (unaudited)			Year Ended 12/31/04			2/28/03 (a) 12/31/03			Six Months Ended 6/30/05 (unaudited)			Year Ended 12/31/04			2/28/03 (a) 12/31/03
Net asset value, beginning of period	$	15.12		$	14.15		$	10.00		$	17.84		$	15.47		$	10.00
Investment operations:
Net Investment income (loss)		(0.06	)		(0.16	)^(b)		(0.11	)^(b)		(0.01	)		(0.05	)^(b)		(0.02	)^(b)
Net realized and unrealized gains (losses) on investments		(0.27	)		1.33			4.86			0.62			3.20			5.81
Total from investment operations		(0.33	)		1.17			4.75			0.61			3.15			5.79
Distributions:
Net investment income		-			-			-			-			-			-
Net realized gains		-			(0.20	)		(0.60	)		-			(0.78	)		(0.32	)
Total distributions		-			(0.20	)		(0.60	)		-			(0.78	)		(0.32	)
Net asset value, end of period	$	14.79		$	15.12		$	14.15		$	18.45		$	17.84		$	15.47
TOTAL RETURN^(d)		(2.18	%)		8.48	%		47.78	%		3.42	%		20.61	%		58.01	%
RATIOS/SUPPLEMENTAL DATA:
Net assets end of period (millions)	$	267		$	291		$	201		$	393		$	388		$	215
RATIOS TO AVERAGE NET ASSETS:
Net expenses ^(c)		1.39	%		1.40	%		1.40	%		1.36	%		1.40	%		1.40	%
Net investment income (loss) ^(c)		(0.78	%)		(1.10	%)		(1.02	%)		(0.08	%)		(0.32	%)		(0.21	%)
Expenses without waivers reimbursements and earnings credits ^(c)		1.39	%		1.41	%		1.56	%		1.36	%		1.41	%		1.58	%
PORTFOLIO TURNOVER RATE^(d)		70	%		170	%		138	%		34	%		46	%		34	%

(a) Commencement of operations

(b) Calculated based upon average shares outstanding

(d) Not annualized for periods less than one year

See notes to financial statements.

JPMorgan Funds

Notes to Financial Statements (unaudited)

1. Organization

JPMorgan Multi-Manager Small Cap Growth Fund and JPMorgan Multi-Manager Small Cap Value Fund are series of JPMorgan Fleming Series Trust (the "Trust"), which was organized on December 24, 2002, as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company.

2. Significant Accounting Policies

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

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

Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Funds apply fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless a Fund's adviser determines that use of another valuation methodology is appropriate. The pricing services use sta tistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time a Fund calculates its net asset value.

JPMorgan Funds

Notes to Financial Statements (unaudited) (continued)

B. Restricted and Illiquid Securities - The Funds may invest in securities that are subject to legal or contractual restrictions on resale or are illiquid. Restricted securities generally may be resold in transactions exempt from registration. An illiquid security is a security which cannot be disposed of promptly (within seven days) and in the usual course of business without a loss, and includes repurchase agreements maturing in excess of seven days, time deposits with a withdrawal penalty, non-negotiable instruments and instruments for which no market exists. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at the current valuation may be difficult.

C. Futures Contracts - The Funds may enter into futures contracts for the delayed delivery of securities at a fixed price at some future date or for the change in the value of a specified financial index over a predetermined time period. Upon entering into a futures contract, the Funds are required to pledge to the broker an amount of cash, U.S. government securities, or other assets, equal to a certain percentage of the contract amount. This is known as the initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Funds each day, depending on the daily fluctuations in fair value of the position. Variation margin is recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the Funds realize a gain or loss.

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

As of June 30, 2005, Multi-Manager Small Cap Value Fund had outstanding futures contracts as listed on its Schedule of Portfolio Investments.

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 adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Funds first learn of the dividend.

The Funds record distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Funds adjust the estimated amounts of components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

JPMorgan Funds

Notes to Financial Statements (unaudited) (continued)

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 Trust are allocated among the respective Funds.

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 applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary.

G. Dividends and Distributions to Shareholders - Dividends and distributions paid to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains is determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e., that they result from other than timing of recognition - "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment.

3. Fees and Other Transactions with Affiliates

A. Advisory Fees - Pursuant to the Investment Advisory Agreement, J.P. Morgan Investment Management, Inc. (the "Advisor") acts as the investment advisor to the Funds. The Advisor is a wholly-owned subsidiary of J.P. Morgan Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor allocates portions of the Funds' assets to sub-advisors and is responsible for monitoring and coordinating the overall management of the Funds and for such services is paid a fee. The fee is accrued daily and paid monthly at an annual fee rate of 0.85% based on each Fund's respective average daily net assets.

On May 20, 2005, shareholders of the Multi-Manager Small Cap Growth Fund approved a sub-advisory agreement by and between the Advisor and BlackRock Advisor, Inc. ("BlackRock").

BlackRock, J.&W. Seligman and Co. Incorporated ("Seligman"), UBS Global Asset Management (Americas) Inc. ("UBS Global AM") and Oberweis Asset Management, Inc. ("Oberweis") are the subadvisors for the Multi-Manager Small Cap Growth Fund. Each is responsible for the day-to-day investment decisions of its portion of this Fund. The allocation of the assets of the Multi-Manager Small Cap Growth Fund among BlackRock, Seligman, UBS Global AM and Oberweis is determined by the Advisor, subject to the review of the Board of Trustees. At June 30, 2005, the allocation of assets was 19%, 32%, 33%, and 16%, respectively. The Advisor, not the Fund, will pay the subadvisers at an annual rate of 0.55% of the average daily allocated net assets for their services.

JPMorgan Funds

Notes to Financial Statements (unaudited) (continued)

EARNEST Partners, LLC ("EARNEST") and ICM Asset Management, Inc. ("ICM") are the sub-advisors for the Multi-Manager Small Cap Value Fund. The Advisor also directly manages a portion of the Fund. Each is responsible for the day-to-day investment decisions of its portion of this Fund. The allocation of the assets of the Multi-Manager Small Cap Value Fund among EARNEST, ICM and the Advisor is determined by the Advisor, subject to the review of the Board of Trustees. At June 30, 2005, the allocation of assets was 40%, 22% and 38%, respectively. The Advisor, not the Fund, will pay the subadvisers at an annual rate of 0.55% of the average daily allocated net assets for their services.

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

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

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

Effective July 1, 2005, J.P. Morgan Investor Services Co. ("JPMIS"), a wholly owned subsidiary of JPMorgan, began serving as the Funds' sub-administrator. For its services as sub-administrator, JPMIS receives a portion of the fees payable to JPMFM as Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Funds' sub-administrator. For its services as sub-administrator, BISYS received a portion of the fees paid to JPMFM or JPMCB as Administrator.

C. Distribution Fees - Effective February 19, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. ("Distributor"), a wholly-owned subsidiary of JPMorgan, began serving as the Trust's exclusive underwriter and promotes and arranges for the sale of each Fund's shares. The Distributor receives no compensations in its capacity as the Funds' underwriter.

Prior to February 19, 2005, J.P. Morgan Fund Distributors, Inc. ("JPMFD"), a wholly-owned subsidiary of The BISYS Group, Inc., served as the Funds' exclusive underwriter. JPMFD received no compensation in its capacity as the Funds' underwriter.

JPMorgan Funds

Notes to Financial Statements (unaudited) (continued)

D. Shareholder Servicing Fees - Effective February 19, 2005, the Trust, on behalf of the Funds, has entered into a Shareholder Servicing Agreement with the Distributor under which the Distributor provides account administration and personal account maintenance services to the shareholders. For performing these services, the Distributor receives a fee that is computed daily and paid monthly at an annual rate of 0.25% of the average daily net assets.

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 fees earned to financial intermediaries for performing such services.

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

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

F. Waivers and Reimbursements - The Advisor, Administrator and Distributor (as the Funds' shareholder servicing agent) have contractually agreed to waive fees or reimburse the Funds to the extent that total operating expenses (excluding interest, taxes and extraordinary expenses) exceed 1.40% of the Funds' respective average daily net assets.

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

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

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

The Funds may use related party brokers/ dealers. For the period ended June 30, 2005, Multi-Manager Small Cap Value Fund incurred approximately $1,000 in brokerage commissions with brokers/ dealers affiliated with JPMorgan. Multi-Manager Small Cap Growth Fund did not incur brokerage commissions with brokers/ dealers affiliated with JPMorgan.

JPMorgan Funds

Notes to Financial Statements (unaudited) (continued)

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

4. Investment Transactions

During the six months ended June 30, 2005, purchases and sales of investments (excluding short-term investments) were as follows (amounts in thousands):

Fund	Purchases (excluding U.S. Government)		Sales (excluding U.S. Government)
Multi-Manager Small Cap Growth Fund	$	184,649	$	210,090
Multi-Manager Small Cap Value Fund		128,102		136,137

5. Federal Income Tax Matters

For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at June 30, 2005, were as follows (amounts in thousands):

	Aggregate cost		Gross unrealized appreciation		Gross unrealized depreciation		Net Unrealized appreciation (depreciation)
Multi-Manager Small Cap Growth Fund	$	228,417	$	48,559	$	10,558	$	38,001
Multi-Manager Small Cap Value Fund		301,329		97,863		5,375		92,488

6. Borrowings

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

In addition, effective February 18, 2005, the Trust 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

JPMorgan Funds

Notes to Financial Statements (unaudited) (continued)

to certain of the JPMorgan Funds including the Funds. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing.

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

As of June 30, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility.

7. Concentrations and Indemnifications

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

From time to time, the Funds may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Funds.

8. Subsequent events

On August 10, 2005, J.P. Morgan Investment Management, Inc. ("JPMIM"), the investment advisor to the JPMorgan Multi-Manager Small Cap Value Fund, gave notice to ICM Asset Management, Inc. ("ICM") of its intention to terminate JPMIM's subadvisory agreement with ICM, effective as of October 10, 2005.

A special meeting of shareholders of the JPMorgan Multi-Manager Small Cap Value Fund (the "Meeting") is scheduled to be held on October 14, 2005. Shareholders of record of the JPMorgan Multi-Manager Small Cap Value Fund (the "Fund") at the close of business on July 29, 2005 are entitled to vote at the Meeting.

At the Meeting, shareholders of the Fund will be asked to approve three new investment subadvisory agreements between JPMIM and each of the following sub-advisers: First Quadrant L.P., Vaughan Nelson Investment Management, L.P., and Advisory Research, Inc. If the new subadvisory agreements are approved at the

JPMorgan Funds

Notes to Financial Statements (unaudited) (continued)

Meeting, First Quadrant L.P., Vaughan Nelson Investment Management, L.P., and Advisory Research, Inc. will join EARNEST Partners, LLC, as subadvisers to the Fund.

A definitive proxy statement to approve the three new sub-advisory agreements between JPMIM and each of First Quadrant L.P., Vaughan Nelson Investment Management, L.P., and Advisory Research, Inc. is expected to be mailed to shareholders of record on or about September 7, 2005.

JPMorgan Funds

Board Review of Subadvisory Agreement (unaudited)

Board Review of BlackRock Advisors, Inc. Subadvisory Agreement for the JPMorgan Multi-Manager Small Cap Growth Fund:

The Board was presented with information demonstrating that the terms of the Subadvisory Agreement are fair to, and in the best interests of, the Multi-Manager Small Cap Growth Fund and its shareholders.

In considering the Subadvisory Agreement, the Trustees had before them information to evaluate the experience of BlackRock's key personnel in portfolio management, the quality of services BlackRock is expected to provide to the Multi-Manager Small Cap Growth Fund, and the compensation proposed to be paid to BlackRock. The Trustees gave equal consideration to all factors deemed to be relevant to the Multi-Manager Small Cap Growth Fund, including, but not limited to the following:

• The Trustees reviewed the Subadvisory Agreement, pursuant to which BlackRock will manage the Multi-Manager Small Cap Growth Fund's assets allocated to it (the "Subadviser Assets") subject to the general supervision of the Trustees, in accordance with the Multi-Manager Small Cap Growth Fund's investment objective, policies, and restrictions, in compliance with requirements applicable to registered investment companies, and such other limitations as JPMIM may institute. BlackRock will make investment decisions for its Subadviser Assets, place purchase and sale orders for portfolio transactions for its Subadviser Assets, and employ professional portfolio managers and securities analysts to provide research services to its Subadviser Assets. BlackRock will conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of its Subadviser Assets. I n addition, BlackRock will (i) regularly report to the Trustees and JPMIM with respect to its implementation of the investment program, compliance matters and other topics requested by the Trustees or JPMIM, (ii) consult with the Multi-Manager Small Cap Growth Fund's pricing agent regarding the valuation of securities for which market quotations are not readily available, and (iii) provide information about other accounts managed by BlackRock that have investment objectives, policies, and strategies substantially similar to those employed by BlackRock for the Multi-Manager Small Cap Growth Fund. The Trustees also considered the quality of the investment research capabilities of BlackRock and the other resources BlackRock has dedicated to performing services for the Multi-Manager Small Cap Growth Fund.

• The Trustees examined BlackRock's historical performance and risk characteristics in the small-cap growth category against its benchmark index over the one-quarter, one-year and since-inception periods ended December 31, 2004.

See notes to financial statements.

JPMorgan Funds

Board Review of Subadvisory Agreement (unaudited)

• The Trustees considered the investment subadvisory fee rate to be paid by JPMIM to BlackRock against the subadvisory fees charged by other subadvisers with investment objectives similar to those of BlackRock.

The Board determined that (i) the subadvisory services offered by BlackRock could reasonably be expected to complement the services provided by the Multi-Manager Small Cap Growth Fund's other subadvisers in a manner that would be consistent with and further its "manager of managers" strategy, (ii) the investment performance history of BlackRock's portfolio management team was favorable on an absolute and relative basis, (iii) BlackRock has experience in managing investment company assets and that BlackRock's portfolio management team has demonstrated its ability to adhere to compliance procedures, and (iv) the fees for the advisory services to be rendered by BlackRock are fair and reasonable in light of the usual and customary charges made by others offering the same or similar services.

Proxy Voting

A Special Meeting of Shareholders of JPMorgan Multi-Manager Small Cap Growth Fund, a series of J.P. Morgan Fleming Series Trust, was held on May 20, 2005, at 522 Fifth Avenue, 6th Floor, New York, New York 10036 for purposes of asking shareholders to consider the following proposal: To approve a sub-advisory agreement between J.P. Morgan Investment Management Inc. and BlackRock Advisors, Inc. ("BlackRock").

To approve BlackRock as a sub-advisor to JPMorgan Multi-Manager Small Cap Growth Fund. A majority of shareholders approved the election of BlackRock by the following votes:

				For				Against				Abstain
Multi-Manager Small Cap Growth Fund					12,926,953				-				5,780,190

See notes to financial statements.

JPMorgan Funds

Trustees (unaudited)

Name (Year of Birth);
Positions with the
Trust (Since)

Principal
Occupation(s)
During Past 5 Years

Number of
Portfolios/Funds
in JPMorgan
Funds Complex⁽¹⁾
Overseen by
Trustee

Other Directorships Held Outside
JPMorgan Funds Complex

Non-Interested Trustees

Cheryl Ballenger (1956); Chairperson (since 2004) and Trustee (since 2003)

Mathematics Teacher, Vernon Hills High School (August 2004-Present); Mathematics Teacher, Round Lake High School (2003-2004) and formerly Executive Vice President and Chief Financial Officer, Galileo International Inc. (travel technology)

None

Jerry B. Lewis (1939); Trustee (since 2004)

Retired; formerly President, Lewis Investments Inc. (registered investment adviser); previously, various managerial and executive positions at Ford Motor Company (Treasurer's Office, Controller's Office, Auditing and Corporate Strategy)

None

John R. Rettberg (1937); Trustee (since 2003)

Retired; formerly Corporate Vice President and Treasurer, Northrop Grumman Corporation (defense contractor)

None

Ken Whipple (1934); Trustee (since 2003)

Chairman (1999-Present) and CEO (1999-2004), CMS Energy

Director of AB Volvo and Korn Ferry International (executive recruitment)

Interested Trustees

John F. Ruffle⁽²⁾ (1937); Trustee (since 2003)

Retired; formerly Vice Chairman, J.P. Morgan Chase & Co. Inc. and Morgan Guaranty
Trust Co. of NY

Trustee of John Hopkins University, Director of Reckson Associates Realty Corp. and American Shared Hospital Services

(1)A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services, or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other investment companies. The JPMorgan Funds Complex for which the Trustees serve includes 4 investment companies.

(2)The Board has designated Mr. Ruffle an "interested person" at his request because, until his retirement in 1993, he was an executive officer of the parent company of the Trust's investment adviser.

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

JPMorgan Funds

Officers (unaudited)

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

Robert L. Young (1963), Senior Vice President (2005)*				Director and Vice President of JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc.; Chief Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005.

Patricia A. Maleski (1960), Vice President and Chief Administrative Officer (2005)				Vice President, JPMorgan Funds Management, Inc.; previously, Treasurer, JPMorgan Funds and Head of Funds Administration and Board Liaison. Ms. Maleski was Vice President of Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001.

Stephanie J. Dorsey (1969), Treasurer (2005)*				Vice President, JPMorgan Funds Management, Inc.; Director of Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JP Morgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002.

Stephen M. Ungerman (1953), Senior Vice President and Chief Compliance Officer (2004)				Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman was head of Fund Administration – Pooled Vehicles from 2000 to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000.

Paul L. Gulinello (1950), AML Compliance Officer (2005)				Vice President and Anti Money Laundering Compliance Officer for JPMorgan Asset Management Americas, additionally responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004.

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

Elizabeth A. Davin (1964), Assistant Secretary (2005)*				Vice President and Assistant General Counsel, JPMorgan Chase & Co. since 2005;Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004.

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

Nancy E. Fields (1949), Assistant Secretary (2005)*				Vice President, JPMorgan Funds Management, Inc. and JPMorgan Distribution Services, Inc.; From 1999 to 2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc).

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

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

Christopher D. Walsh (2005), Assistant Treasurer				Vice President, JPMorgan Funds Management, Inc. Mr. Walsh has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000.

Arthur A. Jensen (1966), Assistant Treasurer (2005)*				Vice President, JPMorgan Funds Management, Inc. since April 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001.

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

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

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

JPMorgan Funds

Schedule of Shareholder Expenses
Hypothetical $1,000 Investment at Beginning of Period
June 30, 2005 (unaudited)

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees and (2) ongoing costs, including investment advisory, administration fees, distribution fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Class at the beginning of the reporting period, January 1, 2005, and continued to hold your shares at the end of the reporting period, June 30, 2005.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds' 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 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 in the table is useful in comparing ongoing cost s only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested.

JPMorgan Funds

Schedule of Shareholder Expenses
Hypothetical $1,000 Investment at Beginning of Period
June 30, 2005 (unaudited)

Fund	Beginning Account Value, January 1, 2005		Ending Account Value, June 30, 2005		Expenses Paid During Period January 1, to June 30, 2005 (a)		Annualized Expense Ratio
Multi-Manager Small Cap Growth Fund
Actual	$	1,000	$	978	$	6.82		1.39	%
Hypothetical	$	1,000	$	1,018	$	6.95		1.39	%
Multi-Manager Small Cap Value Fund
Actual	$	1,000	$	1,034	$	6.86		1.36	%
Hypothetical	$	1,000	$	1,018	$	6.80		1.36	%

(a) Expenses are equal to the respective Funds' annualized expense ratio in the table above multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one half year period).

SEMI-ANNUAL REPORT

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

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

The financial information in this report has been taken from the books and records of the Funds without examination by independent auditors, who express no opinion thereon.

Contact JPMorgan Funds Distribution Services 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.

No sooner than 30 days after the end of each month, the Fund will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Fund will make available a complete schedule of its portfolio holdings as of the last day of that quarter, as filed in a certified filing with the SEC. In addition to providing hard copies upon request, the Fund will post these quarterly schedules on the Fund's website at www.jpmorganfunds.com and on the SEC's website at www.sec.gov.

Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111.

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

A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the Commission's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Fund to JPMIM. A copy of the Fund's voting record is available on the SEC's website at www.sec.gov or at the Fund's website at www.jpmorgan.com. The Fund's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal.

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

SAN-MULTI-605

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.

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.

Not applicable.

ITEM 11. CONTROLS AND PROCEDURES.

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

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

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

J.P. Morgan Investors Services Co. began serving as the sub-administrator and, in such capacity, assisted with financial reporting for the period covered by this report. (JPMorgan Funds Management, Inc. (formerly known as One Group Administrative Services, Inc.) began serving as the Registrant’s Administrator effective February 19, 2005.) The Administrator and sub-administrator prepare financial reports and administrative filings on behalf of the Registrant. All pre-existing policies and procedures remain substantially the same.

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 Series Trust

By:	/s/ George C.W. Gatch
	George C.W. Gatch
	President and Principal Executive Officer
	September 7, 2005

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

By:	/s/ George C.W. Gatch
	George C.W. Gatch
	President and Principal Executive Officer
	September 7, 2005


By:	/s/ Stephanie J. Dorsey
	Stephanie J. Dorsey
	Treasurer and Principal Financial Officer
	September 7, 2005

JP Morgan Fleming Series Trust Inactive N-CSRSCertified semi-annual shareholder report (management investment company)