JPMorgan Core Bond Fund N14 Registration statement for investment companies business combination

JPMorgan Core Bond Fund (WOBDX) N-14Registration statement for investment companies business combination

As filed with the U.S. Securities and Exchange Commission on March 11, 2009

File No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

Pre-Effective Amendment No.

Post-Effective Amendment No.

JPMorgan Trust II

(Exact Name of Registrant as Specified in Charter)

245 Park Avenue
New York, New York 10167

(Address of Principal Executive Offices)

(800) 480-4111

(Registrant’s Area Code and Telephone Number)

Frank J. Nasta, Esq.
J.P. Morgan Investment Management Inc.
245 Park Avenue
New York, NY 10167

(Name and Address of Agent for Service)

With copies to:
Elizabth A. Davin, Esq.
JPMorgan Chase & Co.
1111 Polaris Parkway
Columbus, OH 43240

With copies to:
Alan G. Priest, Esq.
Ropes & Gray LLP
One Metro Center
700 12th Street, N.W., Suite 900
Washington, D.C. 20005-3948

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

(Approximate Date of Proposed Public Offering)

TITLE OF SECURITIES BEING REGISTERED:

Shares of beneficial interest of Registrant

Calculation of Registration Fee under the Securities Act of 1933: No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940, which permits registration of an indefinite number of securities.

It is proposed that this filing will become effective on April 9, 2009 pursuant to Rule 488 under the Securities Act of 1933.

JPMORGAN TRUST I
JPMorgan Intermediate Tax Free Bond Fund

(the “Trust I Acquiring Fund”)

JPMORGAN TRUST II
JPMorgan Core Plus Bond Fund
JPMorgan Short Duration Bond Fund
JPMorgan Core Bond Fund
JPMorgan Short-Intermediate Municipal Bond Fund
(known as the “JPMorgan Short Term Municipal Bond Fund”
prior to April 30, 2009)

(each a “Trust II Acquiring Fund” and collectively, the “Trust II Acquiring Funds” and together with the Trust I Acquiring Fund, the “Acquiring Funds”)

JPMORGAN TRUST I
JPMorgan Bond Fund
JPMorgan Short Term Bond Fund
JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Short-Intermediate Income Fund

(each a “Trust I Acquired Fund” and collectively, the “Trust I Acquired Funds”)

JPMORGAN TRUST II
JPMorgan Intermediate Bond Fund
JPMorgan Kentucky Municipal Bond Fund
JPMorgan Louisiana Municipal Bond Fund
JPMorgan West Virginia Municipal Bond Fund

(each a “Trust II Acquired Fund” and collectively, the “Trust II Acquired Funds” and, together with the Trust I Acquired Funds, the “Acquired Funds”)

245 Park Avenue
New York, New York 10167
Combined Special Meeting of Shareholders to be held June 15, 2009

Dear Shareholder:

I am writing to ask for your vote on an important matter concerning your investment in the Acquired Funds (“Your Fund”). The Boards of Trustees of JPMorgan Trust I and JPMorgan Trust II called a special meeting of shareholders of Your Fund scheduled for June 15, 2009, at 245 Park Avenue, New York, NY 10167, at 10:00 a.m., New York time. Your Fund’s special meeting is referred to as the “Meeting.” The purpose of the Meeting is to seek shareholder approval for a number of fund reorganizations (each, a “Reorganization” and, collectively, the “Reorganizations”), including the Reorganization of Your Fund.

An analysis has been performed to identify overlapping or similar products in order to take advantage of potential operational and administrative efficiencies. At meetings held in November 2008 and February 2009, JPMorgan Funds Management made proposals to the Boards of Trustees of the JPMorgan Funds related to the

proposed Reorganizations. On February 18, 2009, the Boards of Trustees of JPMorgan Trust I and JPMorgan Trust II approved the proposed Reorganizations and concurred that the proposed Reorganizations are in the best interest of each Acquired Fund and Acquiring Fund (as defined below).

J.P. Morgan Investment Management Inc. (“JPMIM”), JPMorgan Investment Advisors Inc. (“JPMIA”) and the Funds’ distributor and administrator have contractually agreed to waive their fees or reimburse the expenses of the Acquiring Funds as needed in order to ensure that the net expense level for each class of shares of the Acquiring Funds following the Reorganizations is equal to or less than the net expense levels (excluding any fees and expenses associated with investment in other funds, dividend expenses related to short sales, interest (including interest related to investments in inverse floaters), taxes, and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) in effect prior to the Reorganization for the corresponding class of the Acquired Funds. These contractual fee waivers and/or reimbursements will stay in effect until June 30, 2010.

The attached Proxy Statement/Prospectus seeks shareholder approval of the following proposals that will be considered at the Meeting:

1. To approve a proposed Agreement and Plan of Reorganization for Your Fund (“Reorganization Agreement”), pursuant to which Your Fund will transfer all of its assets and liabilities to the corresponding series of the Acquiring Fund listed opposite Your Fund’s name in the following chart in exchange for shares of the corresponding Fund:

Acquired Fund				Acquiring Fund
Trust I Acquired Funds
JPMorgan Bond Fund				JPMorgan Core Plus Bond Fund
JPMorgan Short Term Bond Fund				JPMorgan Short Duration Bond Fund

JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund (known as the “JPMorgan Short Term Municipal Bond Fund” prior to April 30, 2009)*
Trust II Acquired Funds
JPMorgan Intermediate Bond Fund				JPMorgan Core Bond Fund
JPMorgan Kentucky Municipal Bond Fund
JPMorgan Louisiana Municipal Bond Fund				JPMorgan Intermediate Tax Free Bond Fund
JPMorgan West Virginia Municipal Bond Fund

Please note that the JPMorgan Short Term Municipal Bond Fund will change its name to the JPMorgan Short-Intermediate Municipal Bond Fund and will also change its main investment strategies prior to the time of the Reorganization. Because these changes will occur prior to the Reorganization and the Proxy Statement/Prospectus enclosed with this letter describes the Acquiring Funds whose shares you will receive through the Reorganization, the Proxy Statement/Prospectus reflects those changes. Therefore, the Proxy Statement/Prospectus refers to the “JPMorgan Short-Intermediate Municipal Bond Fund,” describes the new main investment strategies, and does not describe the main investment strategies of the JPMorgan Short Term Municipal Bond Fund in effect as of the date of the Proxy Statement/Prospectus.

If the Reorganization pertaining to Your Fund is approved by shareholders, you will have an interest in the corresponding Acquiring Fund on the date the Reorganization occurs. No sales charges or redemption fees will be imposed as a result of the Reorganization. The Reorganizations are intended to be tax-free reorganizations for federal income tax purposes.

If the relevant Reorganization is not approved by shareholders, then each Fund for which the Reorganization is not approved will remain in existence and continue within its current trust (i.e., JPMorgan Trust I or JPMorgan Trust II), and the Board of Trustees of that Fund will consider what, if any, additional steps to take, including potential liquidation of the Fund.

2. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

After careful consideration, the Board of JPMorgan Trust I recommends that shareholders of the Trust I Acquired Funds vote “FOR” the proposal, and the Board of JPMorgan Trust II recommends that shareholders of the Trust II Acquired Funds vote “FOR” the proposal.

We strongly invite your participation by asking you to review these materials and complete and return your proxy card as soon as possible.

A Proxy Statement/Prospectus that describes the Reorganizations is enclosed. Your vote is very important to us regardless of the number of shares held by you. Whether or not you plan to attend the Meeting in person, please read the Proxy Statement/Prospectus and cast your vote promptly. It is important that your vote be received no later than the time of the Meeting on June 15, 2009. You may cast your vote by completing, signing, and returning the enclosed proxy card by mail in the envelope provided. If you have any questions, before you vote, please call 1-866-963-6135.

In addition to voting by mail, you may also vote either by telephone or via the Internet, as follows:

To vote by Telephone:				To vote by Internet:
(1) Read the Proxy Statement/Prospectus and have your proxy card at hand.				(1) Read the Proxy Statement/Prospectus and have your proxy card at hand.
(2) Call the 1-800 number that appears on your proxy card.				(2) Go to the website that appears on your proxy card.
(3) Enter the control number set forth on the proxy card and follow the simple instructions.				(3) Enter the control number set forth on the proxy card and follow the simple instructions.

We encourage you to vote by telephone or via the Internet by using the control number that appears on your enclosed proxy card.

NOTE: You may receive more than one proxy package if you hold shares in more than one account or in more than one Acquired Fund.

Please be sure to vote each account or Acquired Fund by using one of the methods described on the proxy cards or by signing and dating each card and enclosing it in the postage-paid envelope provided for each card.

Sincerely,

George C.W. Gatch
President
JPMorgan Trust I
JPMorgan Trust II

[April ], 2009

JPMORGAN TRUST I

JPMorgan Intermediate Tax Free Bond Fund

(the “Trust I Acquiring Fund”)

(each a “Trust II Acquiring Fund” and collectively, the “Trust II Acquiring Funds” and together with the Trust I Acquiring Fund, the “Acquiring Funds”)

JPMORGAN TRUST I
JPMorgan Bond Fund
JPMorgan Short Term Bond Fund
JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Short-Intermediate Income Fund

(each a “Trust I Acquired Fund” and collectively, the “Trust I Acquired Funds”)

JPMORGAN TRUST II
JPMorgan Intermediate Bond Fund
JPMorgan Kentucky Municipal Bond Fund
JPMorgan Louisiana Municipal Bond Fund
JPMorgan West Virginia Municipal Bond Fund

(each a “Trust II Acquired Fund” and collectively, the “Trust II Acquired Funds” and together with the Trust I Acquired Funds, the “Acquired Funds”)

245 Park Avenue
New York, New York 10167

NOTICE OF COMBINED SPECIAL MEETING OF SHAREHOLDERS
To Be Held on June 15, 2009

To the shareholders of the Acquired Funds:

NOTICE IS HEREBY GIVEN that a Combined Special Meeting of shareholders of each of the Acquired Funds will be held at 245 Park Avenue, New York, NY 10167, on June 15, 2009 at 10:00 a.m., New York time (the “Meeting”), for the following purposes:

1. To approve the Agreement and Plan of Reorganization by and among JPMorgan Trust I and JPMorgan Trust II pursuant to which each Acquired Fund will transfer all of its assets attributable to each class of its shares to the corresponding Acquiring Fund, as indicated below, in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund. Each Acquired Fund would then distribute to its shareholders the portion of the shares of

the corresponding Acquiring Fund to which each such shareholder is entitled in the liquidation of the Acquired Fund.

Acquired Fund				Acquiring Fund
JPMorgan Bond Fund				JPMorgan Core Plus Bond Fund
JPMorgan Short Term Bond Fund				JPMorgan Short Duration Bond Fund

JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund (known as the “JPMorgan Short Term Municipal Bond Fund” prior to April 30, 2009)*
JPMorgan Intermediate Bond Fund				JPMorgan Core Bond Fund

JPMorgan Kentucky Municipal Bond Fund JPMorgan Louisiana Municipal Bond Fund JPMorgan West Virginia Municipal Bond Fund				JPMorgan Intermediate Tax Free Bond Fund

2. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

Whether or not you plan to attend the Meeting in person, please vote. In addition to voting by mail you may also vote either by telephone or via the Internet, as follows:

To vote by Telephone:				To vote by Internet:
(1) Read the Proxy Statement/Prospectus and have your proxy card at hand.				(1) Read the Proxy Statement/Prospectus and have your proxy card at hand.
(2) Call the 1-800 number that appears on your proxy card.				(2) Go to the website that appears on your proxy card.
(3) Enter the control number set forth on the proxy card and follow the simple instructions.				(3) Enter the control number set forth on the proxy card and follow the simple instructions.

We encourage you to vote by telephone or via the Internet using the control number that appears on your enclosed proxy card.

Whichever method you choose, please read the enclosed Proxy Statement/Prospectus carefully before you vote.

By Order of the Boards of Trustees of JPMorgan Trust I and JPMorgan Trust II,



Frank J. Nasta

Secretary
JPMorgan Trust I
JPMorgan Trust II

[April ], 2009

PROXY STATEMENT/PROSPECTUS

[•], 2009

PROXY STATEMENT FOR:

JPMORGAN TRUST I
JPMorgan Bond Fund
JPMorgan Short Term Bond Fund
JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Short-Intermediate Income Fund

(each a “Trust I Acquired Fund” and collectively, the “Trust I Acquired Funds”)

JPMORGAN TRUST II
JPMorgan Intermediate Bond Fund
JPMorgan Kentucky Municipal Bond Fund
JPMorgan Louisiana Municipal Bond Fund
JPMorgan West Virginia Municipal Bond Fund

(each a “Trust II Acquired Fund” and collectively, the “Trust II Acquired Funds” and together with the Trust I Acquired Funds, the “Acquired Funds”)

PROSPECTUS FOR:

JPMORGAN TRUST I
JPMorgan Intermediate Tax Free Bond Fund

(the “Trust I Acquiring Fund”)

(each a “Trust II Acquiring Fund” and collectively, the “Trust II Acquiring Funds” and together with the Trust I Acquiring Fund, the “Acquiring Funds”)

245 Park Avenue
New York, New York 10167

This combined Proxy Statement and Prospectus (“Proxy Statement/Prospectus”) is being furnished on or about April 13, 2009 in connection with the solicitation of proxy cards by the Boards of Trustees (each a “Board”) of JPMorgan Trust I and JPMorgan Trust II for a Special Meeting of shareholders of each of the Acquired Funds listed above (the “Meeting”). The Meeting will be held on June 15, 2009, at 10:00 a.m., New York time, at 245 Park Avenue, New York, NY 10167.

At the Meeting, shareholders will be asked to consider and act upon the following proposals:

1. To approve the Agreement and Plan of Reorganization (each a “Reorganization Agreement”), providing for (i) the acquisition of all assets and assumption of all of the liabilities of an Acquired Fund in exchange for shares of the corresponding Acquiring Fund opposite its name in the following chart (each a “Reorganization” and collectively, the “Reorganizations”), and (ii) the subsequent liquidation of each Acquired Fund:

Acquired Fund				Acquiring Fund
JPMorgan Bond Fund				JPMorgan Core Plus Bond Fund
JPMorgan Short Term Bond Fund				JPMorgan Short Duration Bond Fund

JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund (known as the “JPMorgan Short Term Municipal Bond Fund” prior to April 30, 2009)*
JPMorgan Intermediate Bond Fund				JPMorgan Core Bond Fund

JPMorgan Kentucky Municipal Bond Fund JPMorgan Louisiana Municipal Bond Fund JPMorgan West Virginia Municipal Bond Fund				JPMorgan Intermediate Tax Free Bond Fund

2. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

The Reorganization Agreement contemplates the transfer of all of the assets and the assumption of all of the liabilities of an Acquired Fund in exchange for shares of the corresponding Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the Acquired Fund. Each Acquired Fund would then distribute to its shareholders the portion of the shares of the corresponding

Acquiring Fund to which each such shareholder is entitled in the liquidation of the Acquired Fund.

Under each proposed Reorganization Agreement, each shareholder of an Acquired Fund would be entitled to receive shares of the corresponding Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the shares of the Acquired Fund held by that shareholder as of the close of business of the New York Stock Exchange (“NYSE”), usually 4:00 p.m. New York time, on the closing day of the Reorganization. You are being asked to approve the Reorganization Agreement pursuant to which the Reorganization transaction would be accomplished. Because shareholders of the Acquired Funds are being asked to approve a transaction that will result in their holding shares of the Acquiring Funds, this Proxy Statement also serves as a Prospectus for the Acquiring Funds.

Share classes of the Acquired Funds. Each of the Acquired Funds offers share classes as indicated in the chart below:

Acquired Fund	Class A	Class B	Class C	Select Class	Institutional Class	Ultra
JPMorgan Bond Fund	X	X	X	X	X	X
JPMorgan Short Term Bond Fund	X			X	X
JPMorgan Tax Aware Enhanced Income Fund	X			X	X
JPMorgan Tax Aware Short-Intermediate Income Fund				X	X
JPMorgan Intermediate Bond Fund	X	X	X	X		X
JPMorgan Kentucky Municipal Bond Fund	X	X		X
JPMorgan Louisiana Municipal Bond Fund	X	X		X
JPMorgan West Virginia Municipal Bond Fund	X	X		X

Effects on share classes of proposed Reorganizations. If a Reorganization is approved by shareholders of an Acquired Fund, each holder of a Class of shares of that Acquired Fund will receive, following the transfer, on a tax-free basis for federal income tax purposes, a number of full and fractional shares of the corresponding Class of shares of the Acquiring Fund according to the table below. The aggregate net asset value of the Class of shares of the Acquiring Fund received by the Acquired Fund shareholders will be equal in value to the aggregate net asset value of the Class of shares of the Acquired Fund held by the Acquired Fund shareholders before the transfer.

iii

Acquired Fund		Acquiring Fund
JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund
Class A	→	Class A
Class B	→	Class B
Class C	→	Class C
Select Class	→	Select Class
Institutional Class	→	Institutional Class*
Ultra	→	Ultra

JPMorgan Short Term Bond Fund		JPMorgan Short Duration Bond Fund
Class A	→	Class A
Select Class	→	Select Class
Institutional Class	→	Ultra

JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short-Intermediate Municipal Bond Fund
Class A	→	Class A
Select Class	→	Select Class
Institutional Class	→	Institutional Class*

JPMorgan Tax Aware Short-Intermediate Income Fund		JPMorgan Short-Intermediate Municipal Bond Fund
Select Class	→	Select Class
Institutional Class	→	Institutional Class*

JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund
Class A	��	Class A
Class B	→	Class B
Class C	→	Class C
Select Class	→	Select Class
Ultra	→	Ultra

JPMorgan Kentucky Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
Class A	→	Class A
Class B	→	Class B
Select Class	→	Select Class

Acquired Fund		Acquiring Fund
JPMorgan Louisiana Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
Class A	→	Class A
Class B	→	Class B
Select Class	→	Select Class

JPMorgan West Virginia Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
Class A	→	Class A
Class B	→	Class B
Select Class	→	Select Class

An Institutional Class will be added to the JPMorgan Core Plus Bond Fund and the JPMorgan Short-Intermediate Municipal Bond Fund to accommodate the Reorganizations, if approved.

The Reorganizations are being structured as federal income tax-free reorganizations. See “INFORMATION ABOUT THE REORGANIZATIONS — Federal Income Tax Consequences.” Shareholders should consult their tax advisors to determine the actual impact of a Reorganization in light of their individual tax circumstances.

The Acquired and Acquiring Funds are series of open-end management investment companies. Most of the Acquired Funds have similar investment objectives, as well as similar investment strategies, compared to their corresponding Acquiring Funds. The Acquired Funds and the Acquiring Funds are sometimes referred to herein as the “Funds”. There are some differences, however, and these are described under “COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND PRINCIPAL RISKS OF INVESTING IN THE FUNDS” in this Proxy Statement/Prospectus.

This Proxy Statement/Prospectus, which should be retained for future reference, sets forth concisely the information about the Acquiring Funds that a prospective investor should know before investing. The Statement of Additional Information

(“SAI”) for the JPMorgan Core Bond Fund, JPMorgan Core Plus Bond Fund, and JPMorgan Short Duration Bond Fund, dated July 1, 2008, as supplemented; the SAI for the JPMorgan Intermediate Tax Free Bond Fund and the JPMorgan Short-Intermediate Municipal Bond Fund, dated July 1, 2008; and the SAI dated [•], 2009 relating to this Proxy Statement/Prospectus and the Reorganizations are incorporated by reference into this Proxy Statement/Prospectus, which means they are considered legally a part of the Proxy Statement/Prospectus. You may receive a copy of the SAIs without charge by contacting the JPMorgan Funds at (800) 480-4111, or by writing to the JPMorgan Funds at JPMorgan Funds Services, PO Box 8528, Boston, MA 02266-8528. Except for the SAI relating to this Proxy Statement/Prospectus and the Reorganizations, incorporated into this Proxy Statement/Prospectus, the SAIs may also be obtained by visiting the JPMorgan Funds website at www.jpmorganfunds.com.

For more information regarding the Acquired Funds, see their respective prospectuses and SAIs, as amended to date, which have been filed with the Securities and Exchange Commission (“SEC”) and which are incorporated herein by reference. Each annual report and semi-annual report for the Acquired Funds highlights certain important information, such as investment results and financial information, and they have been filed with the SEC and are incorporated herein by reference. You may receive a copy of the prospectuses, SAIs, annual reports and semi-annual reports of the Acquired Funds without charge by calling (800) 480-4111, by writing JPMorgan Funds Services, PO Box 8528, Boston, MA 02266-8528, or by visiting the JPMorgan Funds website at www.jpmorganfunds.com.

In addition, you can copy and review any of the above-referenced documents at the SEC’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. Reports and other information about each of the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street N.E., Washington, D.C. 20549.

Accompanying this Proxy Statement/Prospectus as Appendix B is a copy of the form of Reorganization Agreement pertaining to each transaction.

AN INVESTMENT IN AN ACQUIRED FUND AND AN ACQUIRING FUND IS NOT A DEPOSIT OF JPMORGAN CHASE & CO. OR ANY OF ITS AFFILIATES OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. YOU COULD LOSE MONEY IF YOU SELL WHEN THE ACQUIRED FUND’S OR ACQUIRING FUND’S SHARE PRICE IS LOWER THAN WHEN YOU INVESTED.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SHARES OF THE FUNDS AS AN INVESTMENT OR DETERMINED WHETHER THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

vii

TABLE OF CONTENTS

				Page
PROPOSAL					1
SUMMARY					3
Proposed Reorganizations					3
Effect of Proposed Reorganizations of the Acquired Funds					5
Comparison of Investment Objectives and Main Investment Strategies					5
Comparison of Fees and Expenses					13
Comparison of Sales Load, Distribution and Shareholder Servicing Arrangements					35
Comparison of Purchase, Redemption and Exchange Policies and Procedures					35
COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND PRINCIPAL RISKS OF INVESTING IN THE FUNDS					37
Principal Risks of Investing in the Funds					53
Investment Restrictions					63
INFORMATION ABOUT THE REORGANIZATIONS					64
The Reorganization Agreement					64
Description of the Acquiring Funds’ Shares					65
Reasons for the Reorganizations and Board Considerations					66
Federal Income Tax Consequences					67
INFORMATION ABOUT MANAGEMENT OF THE ACQUIRING FUNDS					72
Additional Compensation to Financial Intermediaries					73
Performance of the Acquiring Funds					74
ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUNDS AND ACQUIRED FUNDS					86
Financial Highlights					87
Distributor					87
Administrator					87
FORM OF ORGANIZATION					87
CAPITALIZATION					88
DIVIDENDS AND DISTRIBUTIONS					99
OTHER BUSINESS					99
SHAREHOLDER COMMUNICATIONS WITH THE BOARD					99

viii


VOTING INFORMATION		99
Proxy Solicitation		100
Quorum		101
Vote Required		101
Effect of Abstentions and Broker “Non-Votes”	��	101
Adjournments		102
Shareholder Proposals		102
Record Date, Outstanding Shares and Interests of Certain Persons		102
LEGAL MATTERS		103
APPENDIX A — Legal Proceedings and Additional Fee and Expense Information Affecting the JPMorgan Trust II Funds and Former One Group Mutual Funds		A-1
APPENDIX B — Form of Reorganization Agreement Among JPMorgan Trust I Funds and JPMorgan Trust II Funds		B-1
APPENDIX C — How to Do Business with the Acquiring Funds		C-1
APPENDIX D — Comparison of Investment Objectives, Main Investment Strategies and Investment Restrictions, and Information Regarding Fund Managers and Acquiring Funds’ Investment Processes		D-1
APPENDIX E — Financial Highlights of the Acquiring Funds		E-1
APPENDIX F — Record Date, Outstanding Shares and Interests of Certain Persons		F-1

PROPOSAL

APPROVAL OF THE AGREEMENTS AND PLANS OF REORGANIZATION

Q. How will a Reorganization affect me?

A. Under the terms of each Reorganization, the assets of each Acquired Fund will be combined with those of the corresponding Acquiring Fund and you will become a shareholder of the Acquiring Fund. Following the Reorganization, you will receive shares of the corresponding Acquiring Fund that are equal in aggregate net asset value to the shares of the Acquired Fund that you held immediately prior to the closing of the Reorganization. Shareholders of Class A, Class B, Class C, Select Class, Institutional Class and Ultra shares of the Acquired Funds will receive Class A, Class B, Class C, Select Class, Institutional Class and Ultra shares, respectively, of the corresponding Acquiring Fund, except that Institutional Class shareholders of the JPMorgan Short Term Bond Fund will receive Ultra shares of the JPMorgan Short Duration Bond Fund.

Q. Why is each Reorganization being recommended?

A. Each Acquired Fund is broadly similar to one of the Acquiring Funds in terms of its investment objectives and restrictions, and thus has resulted in overlapping product offerings. The proposed Reorganizations would consolidate similar Acquired and Acquiring Funds.

In addition to eliminating the overlapping product offerings, the proposed Reorganizations are expected to benefit shareholders by potentially creating operational and administrative efficiencies.

See below for a discussion regarding any impact on the fees that you will pay.

Q. How will the Reorganizations affect the fees to be paid by the Acquiring Funds, and how do they compare to the fees payable by the Acquired Funds?

The Acquiring Funds will not experience any contractual fee changes and the net expense ratios after proposed fee waivers and/or expense reimbursements for each acquiring class, post Reorganization, will be equal to or less than those in place for the applicable class of the Acquired Funds prior to the Reorganization. J.P. Morgan Investment Management Inc. (“JPMIM”) or JPMorgan Investment Advisors Inc. (“JPMIA”), as applicable, JPMorgan Distribution Services, Inc., (“JPMDS”) and JPMorgan Funds Management, Inc. (“JPMFM”) have committed to waiving their fees and/or reimbursing the expenses of the Acquiring Funds in order to maintain the net expense ratios (excluding any fees and expenses associated with investment in other funds, dividend expenses related to short sales, interest (including interest related to investments in inverse floaters), taxes, and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) at the level in effect prior to the Reorganization for the acquired class until June 30, 2010. There is no guarantee such waivers and/or reimbursements

will be continued after June 30, 2010.

Institutional Class Shares of the JPMorgan Short Term Bond Fund charge a separate shareholder servicing fee, whereas Ultra Shares of the JPMorgan Short Duration Bond Fund are not subject to a shareholder servicing fee. As a result, post Reorganization, former Institutional Class shareholders of the JPMorgan Short Term Bond Fund will hold a share class that does not charge a separate shareholder servicing fee.

Pro forma expense information is included for your reference in this Proxy Statement/Prospectus.

Q. Will I have to pay any sales load, commission, redemption fee, or other transactional fee in connection with a Reorganization?

A. No. The full value of shares of the Acquired Funds will be exchanged for shares of the corresponding Acquiring Funds without any sales load, commission, redemption fee, or other transactional fee being imposed. JPMIM, JPMIA, JPMDS and/or JPMFM will waive their fees and/or reimburse the Funds in an amount sufficient to offset the costs incurred by each Fund relating to the Reorganization including any costs associated with the solicitation of proxies. Brokerage fees and brokerage expenses related to the disposition and acquisition of Fund assets associated with each Reorganization, however, will be borne by the Funds.

Q. Will I have to pay any federal income taxes as a result of a Reorganization?

A. Each transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. Assuming a Reorganization qualifies for such treatment, shareholders will not recognize taxable gain or loss as a result of the Reorganization. As a condition to the closing of each Reorganization, each Acquired Fund and Acquiring Fund will receive an opinion of legal counsel to the effect that the Reorganization will qualify as a tax-free reorganization for federal income tax purposes. Such opinion will be subject to receipt of and based on certain representations from the Acquired Funds and the Acquiring Funds. Opinions of legal counsel are not binding on the Internal Revenue Service or the courts. You should separately consider any state, local and other tax consequences in consultation with your tax advisor.

Q. What happens if the Reorganization Agreement is not approved?

A. If the Reorganization for any individual Acquired Fund is not approved by shareholders, then that individual Acquired Fund will remain in existence and continue within its current trust, and the Board of Trustees of the Fund will consider what, if any, additional steps to take, including potential liquidation of the Fund.

SUMMARY

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Proxy Statement/Prospectus and the Reorganization Agreement, the form of which is attached to this Proxy Statement/Prospectus as Appendix B.

Proposed Reorganizations

After considering the Reorganizations at meetings in November 2008 and February 2009, the Board of Trustees of JPMorgan Trust I and the Board of Trustees of JPMorgan Trust II approved the Reorganization Agreement on February 18, 2009. Subject to the approval of the shareholders of the Acquired Funds, the Reorganization Agreement provides for the transfer of all of the assets and assumption of all of the liabilities of an Acquired Fund in exchange for shares of the corresponding Acquiring Fund opposite its name in the following chart having an aggregate net asset value equal to the aggregate net asset value of the shares of the Acquired Fund held by that shareholder, and the complete liquidation of the Acquired Funds.

Acquired Fund				Acquiring Fund
JPMorgan Bond Fund				JPMorgan Core Plus Bond Fund
JPMorgan Short Term Bond Fund				JPMorgan Short Duration Bond Fund

JPMorgan Tax Aware Enhanced Income Fund JPMorgan Tax Aware Short Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund (known as the “JPMorgan Short Term Municipal Bond Fund” prior to April 30, 2009)*
JPMorgan Intermediate Bond Fund				JPMorgan Core Bond Fund

JPMorgan Kentucky Municipal Bond Fund JPMorgan Louisiana Municipal Bond Fund JPMorgan West Virginia Municipal Bond Fund				JPMorgan Intermediate Tax Free Bond Fund

those changes. Therefore, the Proxy Statement/Prospectus refers to the “JPMorgan Short-Intermediate Municipal Bond Fund,” describes the new main investment strategies, and does not describe the main investment strategies of the JPMorgan Short Term Municipal Bond Fund in effect as of the date of the Proxy Statement/Prospectus.

Effects on share classes of proposed Reorganizations. If a Reorganization is approved by shareholders of an Acquired Fund, each holder of a Class of shares of that Acquired Fund will receive, following the transfer, on a tax-free basis for federal income tax purposes, a number of full and fractional shares of the corresponding Class of shares of the Acquiring Fund, except that Institutional Class Shares of the JPMorgan Short Term Bond Fund will receive Ultra Shares of the JPMorgan Short Duration Bond Fund. The aggregate net asset value of the Class of shares of the Acquiring Fund received by the Acquired Fund shareholders will be equal in value to the aggregate net asset value of the Class of shares of the Acquired Fund held by the Acquired Fund shareholders before the transfer.

The Reorganizations are scheduled to be effective after the close of business on June 26, 2009, or on another date as the parties may agree (“Closing Date”). As a result of a Reorganization, each shareholder of an Acquired Fund will become the owner of the number of full and fractional shares of the corresponding Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of the shareholder’s Acquired Fund shares as of the close of business on the Closing Date. Though each Reorganization, if approved by shareholders, is scheduled to occur on the Closing Date, each Reorganization is not contingent on the approval of any other Reorganization. Therefore, the failure of shareholders to approve one Reorganization will not affect the closing of any other Reorganization.

See “INFORMATION ABOUT THE REORGANIZATIONS” below. For more information about the characteristics of the classes of shares offered by the Funds, see “SUMMARY — COMPARISON OF SALES LOAD, DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS below, as well as “How to Do Business with the Funds” in Appendix C.

For the reasons set forth below under “INFORMATION ABOUT THE REORGANIZATIONS — Reasons for the Reorganizations and Board Considerations,” the Board of JPMorgan Trust I on behalf of the Trust I Acquired Funds, and the Board of JPMorgan Trust II on behalf of the Trust II Acquired Funds, including all of the Trustees not deemed to be “interested persons” pursuant to Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), have concluded that the Reorganizations would be in the best interests of the shareholders of each of the Trust I Acquired Funds and Trust II Acquired Funds, respectively, and that the interests of shareholders of each of the Trust I Acquired Funds and Trust II Acquired Funds, respectively, would not be diluted as a result of the Reorganizations, and, therefore, have submitted the Reorganization Agreement for approval to the shareholders of the Trust I Acquired Funds and Trust II Acquired Funds, respectively. The Board of

JPMorgan Trust I and the Board of JPMorgan Trust II recommend that shareholders of the Trust I Acquired Funds and Trust II Acquired Funds vote “FOR” the proposed Reorganization Agreement effecting the Reorganization.

For each of the Acquired Funds, approval of the Reorganization Agreement will require the affirmative vote of a majority of the outstanding voting securities of the Acquired Fund, which is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Acquired Fund are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of the Acquired Fund. More than 50% of the outstanding shares entitled to vote constitutes a quorum for the Meeting. For each Acquired Fund, shares of all classes vote together as a single class. See “VOTING INFORMATION” below.

As a condition to the closing of each Reorganization, each Acquired Fund and Acquiring Fund will have received from Ropes & Gray LLP (or other suitable counsel) an opinion of legal counsel to the effect that the respective Reorganization will qualify as a tax-free reorganization for federal income tax purposes. Accordingly, no gain or loss will be recognized by the Acquired Funds or the shareholders of the Acquired Fund as a result of any Reorganization, and the aggregate tax basis of the Acquiring Fund shares received by each Acquired Fund shareholder will be the same as the aggregate tax basis of the shares of the Acquired Fund exchanged therefor. For more information about the federal income tax consequences of the Reorganizations, see “INFORMATION ABOUT THE REORGANIZATIONS — Federal Income Tax Consequences” below.

Effect of Proposed Reorganizations of the Acquired Funds

If shareholders of an Acquired Fund approve the Reorganization Agreement, shareholders of the Acquired Fund will become shareholders of a class of the corresponding Acquiring Fund on or about June 26, 2009, immediately after the closing of the Reorganization. Please note that both JPMorgan Trust I and JPMorgan Trust II are Delaware statutory trusts.

Comparison of Investment Objectives and Main Investment Strategies

This section will help you compare the investment objectives and main investment strategies of the Acquired Funds and the Acquiring Funds. Some of the investment policies of each Fund are “fundamental investment policies” and others are “non-fundamental investment policies.” Fundamental investment policies may only be changed by a vote of a Fund’s shareholders, while a Fund’s board of trustees has the ability to change non-fundamental policies without a shareholder vote.

Please be aware that this is only a brief discussion. For more information about the Funds’ investment objectives, investment strategies and principal risks, please see “COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND PRINCIPAL RISKS OF INVESTING IN THE FUNDS,” beginning on page . A

more thorough comparison of the Funds and their investment objectives and main investment strategies can be found in Appendix D. Additional information regarding the Acquired Funds can be found in their respective prospectuses.

JPMorgan Bond Fund and
JPMorgan Core Plus Bond Fund

The investment objective of the JPMorgan Bond Fund is to seek to provide high total return consistent with moderate risk of capital and maintenance of liquidity. The investment objective of the JPMorgan Core Plus Bond Fund is to seek a high level of current income by investing primarily in a diversified portfolio of high-, medium- and low-grade debt securities. The JPMorgan Core Plus Bond Fund’s investment objective may not be changed without shareholder approval, whereas the Board of Trustees of the JPMorgan Bond Fund may change the Fund’s investment objective without shareholder approval.

The main investment strategies of each Fund are comparable. The JPMorgan Bond Fund invests at least 80% of its Assets in debt investments, including but not limited to, asset-backed and mortgage-backed securities, U.S. government and agency securities, corporate bonds and private placements that it believes have the potential to provide a high total return over time. As a matter of fundamental policy, the JPMorgan Core Plus Bond Fund will invest at least 80% of its Assets in bonds, which are defined by the Fund as debt securities with a maturity of 90 days or more at the time of issuance, issued by the U.S. government or its agencies and instrumentalities, corporations, foreign corporations, or a municipality, securities issued or guaranteed by a foreign government or its agencies and instrumentalities, securities issued or guaranteed by domestic and supranational banks, mortgage-related and mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, convertible bonds, stripped government securities and zero-coupon obligations. For purposes of these policies, “Assets” mean net assets plus the amount of borrowings for investment purposes.

Though the main investment strategies are comparable, there are some differences between the Funds. The JPMorgan Core Plus Bond Fund has greater flexibility than the JPMorgan Bond Fund to invest in extended sectors such as high yield securities and non-U.S. securities. The JPMorgan Bond Fund is only permitted to invest up to 25% of the Fund’s total assets in foreign securities, including securities denominated in foreign currencies, whereas the JPMorgan Core Plus Bond Fund may invest up to 35% of its total assets in such securities. Additionally, the JPMorgan Bond Fund is limited to investing up to 25% of its net assets in below investment grade securities, while the JPMorgan Core Plus Bond Fund is limited, under normal circumstance, to investing up to 35% of its net assets in such securities.

JPMorgan Short Term Bond Fund and
JPMorgan Short Duration Bond Fund

The investment objective of the JPMorgan Short Term Bond Fund is to seek to provide high total return, consistent with low volatility of principal. The investment objective of the JPMorgan Short Duration Bond Fund is to seek current income consistent with preservation of capital through investment in high- and medium-grade fixed income securities. The JPMorgan Short Duration Bond Fund’s investment objective may not be changed without shareholder approval, whereas the JPMorgan Short Term Bond Fund’s investment objective may be changed without shareholder approval.

The main investment strategies of each Fund are also comparable. Under normal circumstances, the JPMorgan Short Term Bond Fund invests at least 80% of its Assets in debt investments. These investments can include asset-backed and mortgage-related securities, U.S. government and agency securities, domestic and foreign corporate bonds, private placements and money market instruments that it believes have the potential to provide a high total return over time. These securities may be of any maturity, but under normal market conditions the Fund’s duration will range between zero and three years, similar to that of the Merrill Lynch 1–3 Year Treasury Index. The JPMorgan Short Duration Bond Fund invests at least 80% of its Assets in bonds. Bonds are defined by the Fund as debt securities with a maturity of 90 days or more at the time of issuance, issued by the U.S. government or its agencies and instrumentalities, corporations, foreign corporations, or a municipality, securities issued or guaranteed by a foreign government or its agencies and instrumentalities, securities issued or guaranteed by domestic and supranational banks, mortgage-related and mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, convertible bonds, stripped government securities and zero-coupon obligations. For purposes of these policies, “Assets” mean net assets plus the amount of borrowings for investment purposes.

There are, however, several differences in the Funds investment strategies. Up to 25% of the JPMorgan Short Term Bond Fund’s total assets may be invested in foreign debt securities, including debt securities denominated in foreign currencies, whereas the JPMorgan Short Duration Bond Fund does not use foreign securities as part of its principal investment strategies. As part of its main investment strategies, the JPMorgan Short Duration Bond Fund may invest up to 20% of its net assets in preferred stock and may also purchase taxable or tax-exempt municipal securities, unlike the JPMorgan Short Term Bond Fund. Lastly, the JPMorgan Short Term Bond Fund may engage in short sales (including mortgage To Be Announced (“TBA”) transactions), unlike the JPMorgan Short Duration Bond Fund.

JPMorgan Tax Aware Enhanced Income Fund and
JPMorgan Short-Intermediate Municipal Bond Fund¹

The investment objectives of the Funds are similar. The JPMorgan Tax Aware Enhanced Income Fund’s investment objective is to provide high after tax current income consistent with principal preservation. The JPMorgan Short-Intermediate Municipal Bond Fund seeks as high a level of current income exempt from federal income tax as is consistent with relative stability of principal. The JPMorgan Short-Intermediate Municipal Bond Fund’s investment objective may not be changed without shareholder approval, whereas the investment objective of the JPMorgan Tax Aware Enhanced Income Fund may be changed without shareholder approval.

The main investment strategies of each Fund are comparable because they invest in municipal securities or other debt securities. The JPMorgan Tax Aware Enhanced Income Fund invests at least 50% of its assets in tax-exempt securities, although it may also invest up to 50% of its assets in taxable fixed income securities, such as asset-backed and mortgage-related securities, U.S. government and agency securities, domestic and foreign corporate bonds, and may invest up to 25% of its total assets in foreign securities. The JPMorgan Short-Intermediate Municipal Bond Fund invests at least 80% of its Assets in municipal bonds, the income from which is exempt from federal income tax, and may invest more than 25% of its total assets in municipal housing authority obligations. The JPMorgan Short-Intermediate Municipal Bond Fund may also invest in auction rate and restricted securities. “Assets” means net assets plus the amount of borrowings for investment purposes.

However, there are some differences in the Funds’ investment strategies. The JPMorgan Tax Aware Enhanced Income Fund’s duration is no longer than 1.5 years, whereas the JPMorgan Short-Intermediate Municipal Bond Fund has no stated duration. Rather, the JPMorgan Short-Intermediate Municipal Bond Fund invests in a portfolio of municipal bonds with an average weighted maturity of one to five years. Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. Duration is a measure of the price sensitivity of a debt security or a portfolio of debt securities to relative changes in interest rates. For instance, a duration of “three” means that a security’s or portfolio’s price would be expected to decrease by approximately 3% with a 1% increase in interest rates (assuming a parallel shift in yield curve).

Please note that the investment strategies of the JPMorgan Short-Intermediate Municipal Bond Fund reflect the strategies of the Fund as they will be at the time of the Reorganization and not necessarily the strategies of the Fund prior to that time.

As a fundamental policy, the JPMorgan Short-Intermediate Municipal Bond Fund invests at least 80% of its net assets in municipal securities that are exempt from federal income tax; whereas the JPMorgan Tax Aware Enhanced Income Fund may invest up to 50% of its assets in taxable securities. Both Funds invest in municipal bonds that are rated investment grade by Moody’s, S&P or Fitch. However, the JPMorgan Tax Aware Enhanced Income Fund requires at least 75% of securities be rated A or better, whereas JPMorgan Short-Intermediate Municipal Bond Fund has no similar requirement.

JPMorgan Tax Aware Short-Intermediate Income Fund and
JPMorgan Short-Intermediate Municipal Bond Fund¹

The investment objectives of the Funds are similar. The JPMorgan Tax Aware Short-Intermediate Income Fund seeks to maximize after-tax income from a portfolio of tax-exempt and taxable securities. The JPMorgan Short-Intermediate Municipal Bond Fund seeks as high a level of current income exempt from federal income tax as is consistent with relative stability of principal. The JPMorgan Short-Intermediate Municipal Bond Fund’s investment objective may not be changed without shareholder approval, whereas the investment objective of the JPMorgan Tax Aware Short-Intermediate Income Fund may be changed without shareholder approval.

The main investment strategies of each Fund are comparable because they primarily invest in municipal securities or other debt securities. Under normal circumstances, the JPMorgan Tax Aware Short-Intermediate Income Fund will invest at least 80% of the value of its Assets in debt investments. The JPMorgan Short-Intermediate Municipal Bond Fund invests at least 80% of its Assets in municipal bonds, the income from which is exempt from federal income tax, and may invest more than 25% of its total assets in municipal housing authority obligations. The JPMorgan Short-Intermediate Municipal Bond Fund may also invest in auction rate and restricted securities. “Assets” means net assets plus the amount of borrowings for investment purposes.

However, there are some differences in the Funds’ investment strategies. The JPMorgan Tax Aware Short-Intermediate Income Fund’s duration will range between 1.5 and 3.75 years and the average weighted maturity of its portfolio will be between one and five years whereas the JPMorgan Short-Intermediate Municipal Bond Fund has no stated duration. Rather, the JPMorgan Short-Intermediate Municipal Bond Fund invests in a portfolio of municipal bonds with an average weighted maturity of one to five years. Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual

bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. Duration is a measure of the price sensitivity of a debt security or a portfolio of debt securities to relative changes in interest rates. For instance, a duration of “three” means that a security’s or portfolio’s price would be expected to decrease by approximately 3% with a 1% increase in interest rates (assuming a parallel shift in yield curve).

Unlike the JPMorgan Short-Intermediate Municipal Bond Fund, the JPMorgan Tax Aware Short-Intermediate Income Fund may invest up to 25% of its total assets in foreign securities and may invest in ETFs. Also, whereas the JPMorgan Short-Intermediate Municipal Bond Fund as a fundamental policy invests at least 80% of its net assets in municipal securities that are exempt from federal income tax, the JPMorgan Tax Aware Short-Intermediate Income Fund invest at least 50% of its assets in tax exempt securities but may also invest up to 50% of its assets in taxable securities. Both Funds invest in municipal bonds that are rated investment grade by Moody’s, S&P or Fitch. However, the JPMorgan Tax Aware Short-Intermediate Income Fund allows no more than 10% of securities to be rated B or BB, whereas JPMorgan Short-Intermediate Municipal Bond Fund has no similar requirement.

JPMorgan Intermediate Bond Fund and
JPMorgan Core Bond Fund

The JPMorgan Intermediate Bond Fund seeks current income consistent with the preservation of capital by investing in high- and medium-grade fixed income securities with intermediate maturities, while the JPMorgan Core Bond Fund seeks to maximize total return by investing primarily in a diversified portfolio of intermediate- and long-term debt securities. The Funds’ investment objectives may not be changed without shareholder approval.

The main investment strategies of the Funds also are similar. As a matter of fundamental policy, each Fund will invest at least 80% of its Assets in bonds, which are defined by the Funds as debt securities with a maturity of 90 days or more at the time of issuance, issued by the U.S. government or its agencies and instrumentalities, corporations, foreign corporations, or a municipality, securities issued or guaranteed by a foreign government or its agencies and instrumentalities, securities issued or guaranteed by domestic and supranational banks, mortgage-related and mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, convertible bonds, stripped government securities and zero-coupon obligations. With respect to the JPMorgan Intermediate Bond Fund, at least 50%

of its Assets will consist of obligations issued by the U.S. government or its agencies and instrumentalities, some of which may be subject to repurchase agreements, whereas the JPMorgan Core Bond Fund does not have any such requirement. For purposes of these policies, “Assets” mean net assets plus the amount of borrowings for investment purposes. The JPMorgan Intermediate Bond Fund seeks to maintain an average weighted maturity between three and ten years, while the JPMorgan Core Bond Fund seeks to maintain an average weighted maturity between four and twelve years. The JPMorgan Core Bond Fund also may purchase taxable or tax-exempt municipal securities, unlike the JPMorgan Intermediate Bond Fund. Each Fund also may invest in preferred stock.

JPMorgan Kentucky Municipal Bond Fund and
JPMorgan Intermediate Tax Free Bond Fund

The JPMorgan Kentucky Municipal Bond Fund seeks current income exempt from federal income tax and Kentucky state personal income tax, consistent with the preservation of principal. The JPMorgan Intermediate Tax Free Bond Fund seeks to provide monthly dividends, which are excluded from gross income, and to protect the value of your investment by investing primarily in municipal obligations. For purposes of the JPMorgan Intermediate Tax Free Bond Fund’s investment objective, “gross income” means gross income for federal tax purposes. The Funds’ investment objectives may be changed without shareholder approval.

The main investment strategies of the Funds are similar. Under normal circumstances, JPMorgan Kentucky Municipal Bond Fund invests at least 80% of its Assets in municipal bonds, the income from which is exempt from both federal and Kentucky state personal income tax. The JPMorgan Intermediate Tax Free Bond Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes. The JPMorgan Intermediate Tax Free Bond Fund may also invest in high quality, short-term money market instruments and repurchase agreements, as well as forward commitments.

A primary difference between the Funds lies in the municipal securities in which they invest. The JPMorgan Kentucky Municipal Bond Fund will invest primarily in municipal securities issued by entities within Kentucky, while the JPMorgan Intermediate Tax Free Bond Fund will invest in municipal securities issued by entities in any state. Therefore, holders of the JPMorgan Intermediate Tax Free Bond Fund as a result of the proposed reorganizations will not receive income that is designed to be exempt from any particular state’s income tax. Additionally, the JPMorgan Intermediate Tax Free Bond Fund’s particular investments are limited to 20% in bonds that may generate Alternative Minimum Tax. The Funds’ average weighted maturities also differ; while the JPMorgan Intermediate Tax Free Bond Fund has an average weighted maturity between three and ten years, the

JPMorgan Kentucky Municipal Bond Fund maintains an average weighted maturity between three and fifteen years. However, the Funds currently have similar durations of approximately five years.

JPMorgan Louisiana Municipal Bond Fund and
JPMorgan Intermediate Tax Free Bond Fund

The JPMorgan Louisiana Municipal Bond Fund seeks current income exempt from federal income tax and Louisiana state personal income tax, consistent with the preservation of principal. The JPMorgan Intermediate Tax Free Bond Fund seeks to provide monthly dividends, which are excluded from gross income, and to protect the value of your investment by investing primarily in municipal obligations. For purposes of the JPMorgan Intermediate Tax Free Bond Fund’s investment objective, “gross income” means gross income for federal tax purposes. The Funds’ investment objectives may be changed without shareholder approval.

The main investment strategies of the Funds are similar. Under normal circumstances, the JPMorgan Louisiana Municipal Bond Fund invests at least 80% of its Assets in municipal bonds, the income from which is exempt from both federal and Louisiana state personal income tax. The JPMorgan Intermediate Tax Free Bond Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes. The JPMorgan Intermediate Tax Free Bond Fund may also invest in high quality, short-term money market instruments and repurchase agreements, as well as forward commitments.

A primary difference between the Funds lies in the municipal securities in which they invest. The JPMorgan Louisiana Municipal Bond Fund will invest primarily in municipal securities issued by entities within Louisiana, while the JPMorgan Intermediate Tax Free Bond Fund will invest in municipal securities issued by entities in any state. Therefore, holders of the JPMorgan Intermediate Tax Free Bond Fund as a result of the proposed reorganizations will not receive income that is designed to be exempt from any particular state’s income tax. Additionally, the JPMorgan Intermediate Tax Free Bond Fund’s particular investments are limited to 20% in bonds that may generate Alternative Minimum Tax. The Funds’ average weighted maturities also differ; while the JPMorgan Intermediate Tax Free Bond Fund has an average weighted maturity between three and ten years, the JPMorgan Louisiana Municipal Bond Fund maintains an average weighted maturity between three and fifteen years. However, the Funds currently have similar durations of approximately five years.

JPMorgan West Virginia Municipal Bond Fund and
JPMorgan Intermediate Tax Free Bond Fund

The JPMorgan West Virginia Municipal Bond Fund seeks current income exempt from federal income tax and West Virginia state personal income tax, consistent with the preservation of principal. The JPMorgan Intermediate Tax Free Bond Fund seeks to provide monthly dividends, which are excluded from gross income, and to protect the value of your investment by investing primarily in municipal obligations. For purposes of the JPMorgan Intermediate Tax Free Bond Fund’s investment objective, “gross income” means gross income for federal tax purposes. The Funds’ investment objectives may be changed without shareholder approval.

The main investment strategies of the Funds are similar. Under normal circumstances, the JPMorgan West Virginia Municipal Bond Fund invests at least 80% of its Assets in municipal bonds, the income from which is exempt from both federal and West Virginia state personal income tax. The JPMorgan Intermediate Tax Free Bond Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes. The JPMorgan Intermediate Tax Free Bond Fund may also invest in high quality, short-term money market instruments and repurchase agreements, as well as forward commitments.

A primary difference between the Funds lies in the municipal securities in which they invest. The JPMorgan West Virginia Municipal Bond Fund will invest primarily in municipal securities issued by entities within West Virginia, while the JPMorgan Intermediate Tax Free Bond Fund will invest in municipal securities issued by entities in any state. Therefore, holders of the JPMorgan Intermediate Tax Free Bond Fund as a result of the proposed reorganizations will not receive income that is designed to be exempt from any particular state’s income tax. Additionally, the JPMorgan Intermediate Tax Free Bond Fund’s particular investments are limited to 20% in bonds that may generate Alternative Minimum Tax. The Funds’ average weighted maturities also differ; while the JPMorgan Intermediate Tax Free Bond Fund has an average weighted maturity between three and ten years, the JPMorgan West Virginia Municipal Bond Fund maintains an average weighted maturity between three and fifteen years. However, the Funds currently have similar durations of approximately five years.

Comparison of Fees and Expenses

Although operating expenses vary among the Funds and distribution and shareholder service fees differ among share classes, JPMIM or JPMIA, as applicable, JPMFM and JPMDS have contractually agreed to waive their fees and/or reimburse the expenses of the Acquiring Funds, as needed, in order to ensure that the net expense ratios for the share classes of the Acquiring Funds following the

Reorganizations are equal to or less than the net expense levels (excluding any fees and expenses associated with investment in other funds, dividend expenses related to short sales, interest (including interest related to investments in inverse floaters), taxes, and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) in effect prior to the Reorganization for the corresponding share classes of the Acquired Funds. These contractual fee waivers and/or reimbursements will stay in effect until June 30, 2010. There is no guarantee such waivers and/or reimbursements will be continued after June 30, 2010.

Shareholders of Institutional Class Shares of the JPMorgan Short Term Bond Fund will receive Ultra Shares of the JPMorgan Short Duration Bond Fund. (The JPMorgan Short Duration Bond Fund does not offer Institutional Class Shares.) Neither Ultra Shares nor Institutional Class Shares have distribution (12b-1) fees. However unlike Institutional Class Shares, which have a shareholder service fee of 0.10% of the average daily net assets of the Fund, Ultra Shares have no shareholder service fees.

The following tables (1) compare the current fees and expenses of each Fund, as of August 31, 2008, and (2) show the estimated fees and expenses for each class of shares of the combined fund, on a pro forma basis, as if each Reorganization occurred on September 1, 2007.

JPMorgan Bond Fund and JPMorgan Core Plus Bond Fund

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the period commencing September 1, 2007 through August 31, 2008.

ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets)	JPMorgan Bond Fund																		JPMorgan Core Plus Bond Fund															JPMorgan Core Plus Bond Fund (Pro Forma Combined)
	Class A Shares			Class B Shares			Class C Shares			Select Class Shares			Institutional Class Shares			Ultra Shares			Class A Shares			Class B Shares			Class C Shares			Select Class Shares			Ultra Shares			Class A Shares			Class B Shares			Class C Shares			Select Class Shares			Institutional Class Shares			Ultra Shares
Management Fee		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%
Distribution (Rule 12b-1) Fees		0.25	%		0.75	%		0.75	%		0.00	%		0.00	%		0.00	%		0.25	%		0.75	%		0.75	%		0.00	%		0.00	%		0.25	%		0.75	%		0.75	%		0.00	%		0.00	%		0.00	%
Shareholder Service Fees		0.25	%		0.25	%		0.25	%		0.25	%		0.10	%		0.00	%		0.25	%		0.25	%		0.25	%		0.25	%		0.00	%		0.25	%		0.25	%		0.25	%		0.25	%		0.10	%		0.00	%
Other Expenses		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.17	%¹		0.17	%¹		0.17	%¹		0.17	%¹		0.17	%¹		0.16	%		0.16	%		0.16	%		0.16	%		0.16	%		0.16	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		0.99	%²		1.49	%²		1.49	%²		0.74	%²		0.59	%²		0.49	%²		0.97	%²		1.47	%²		1.47	%²		0.72	%²		0.47	%²		0.97	%		1.47	%		1.47	%		0.72	%		0.57	%		0.47	%
Fee Waiver and/or Expense Reimbursement		–0.23	%³		–0.08	%³		–0.08	%³		–0.08	%³		–0.09	%³		–0.08	%³		–0.05	%⁴		–0.02	%⁴		–0.02	%⁴		–0.05	%⁴		–0.02	%⁴		–0.21	%⁵		–0.06	%⁵		–0.06	%⁵		–0.06	%⁵		–0.07	%⁵		–0.06	%⁵
Net Expenses		0.76	%		1.41	%		1.41	%		0.66	%		0.50	%		0.41	%		0.92	%		1.45	%		1.45	%		0.67	%		0.45	%		0.76	%		1.41	%		1.41	%		0.66	%		0.50	%		0.41	%

“Other Expenses” are based on the actual amounts incurred during the 12 months ended 8/31/08.

The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on the fiscal year ended 2/29/08, and do not include Acquired Fund Fees and Expenses.

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expense related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.50%, 1.50%, 0.69%, 0.49% and 0.40% of the average daily net assets of Class A, Class B, Class C, Select Class, Institutional Class and Ultra Shares, respectively, through 6/30/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 0.98%, 1.48%, 1.48%, 0.73%, 0.58% and 0.48% and Net Expenses would have been 0.75%, 1.40%, 1.40%, 0.65%, 0.49% and 0.40% of the average daily net assets of Class A, Class B, Class C, Select Class, Institutional Class and Ultra Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁴

⁵

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.40%, 1.40%, 0.65%, 0.49%and 0.40% of the average daily net assets of Class A, Class B, Class C, Select Class, Institutional Class and Ultra Shares, respectively, through 6/30/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses would have been 0.96%, 1.46%, 1.46%, 0.71%, 0.56% and 0.46% and Net Expenses would have been 0.75%, 1.40%, 1.40%, 0.65%, 0.49% and 0.40% of the average daily net assets of Class A, Class B, Class C, Select Class, Institutional Class and Ultra Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The following Example is intended to help you compare the cost of investing in the JPMorgan Bond Fund, the JPMorgan Core Plus Bond Fund and the combined Fund.

The Example assumes that you invest $10,000 in each Fund and in the combined Fund after the Reorganization for the time periods indicated and reflects what you would pay if you redeemed all of your shares at the end of each of the time periods shown. The example also assumes:

•

5% return each year,

•

net expenses through the expiration of each Fund’s and the combined Fund’s contractual expense caps, respectively, and total annual operating expenses thereafter, and

•

all dividends and distributions are reinvested.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

If You Sell Your Shares Your Cost Would Be:
	JPMorgan Bond Fund									JPMorgan Core Plus Bond Fund									JPMorgan Core Plus Bond Fund (Pro Forma Combined)
	1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years
Class A*	$	450	$	656	$	880	$	1,522		$	465	$	668	$	886	$	1,516		$	450	$	652	$	871	$	1,502
Class B**		644		763		1,006		1,637	***		648		763		1,001		1,620	***		644		759		997		1,617	***
Class C**		244		463		806		1,773			248		463		801		1,756			244		459		797		1,752
Select Class		67		229		404		911			68		225		396		890			67		224		395		889
Institutional Class		51		180		320		729			n/a		n/a		n/a		n/a			51		176		311		707
Ultra		42		149		266		608			46		149		261		590			42		145		257		586

If You Do Not Sell Your Shares, Your Cost for Class B and Class C Shares Would Be:
	JPMorgan Bond Fund									JPMorgan Core Plus Bond Fund									JPMorgan Core Plus Bond Fund (Pro Forma Combined)
	1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years
Class B		144		463		806		1,637	***		148		463		801		1,620	***		144		459		797		1,617	***
Class C		144		463		806		1,773			148		463		801		1,756			144		459		797		1,752

Assumes sales charge is deducted when shares are purchased.

Assumes applicable deferred sales charge is deducted when shares are sold.

***

Reflects conversion of Class B shares to Class A shares after they have been owned for eight years.

JPMorgan Short Term Bond Fund and
JPMorgan Short Duration Bond Fund

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the September 1, 2007 through August 31, 2008.

ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets)	JPMorgan Short Term Bond Fund									JPMorgan Short Duration Bond Fund									JPMorgan Short Duration Bond Fund (Pro Forma Combined)
	Class A Shares			Select Class Shares			Institutional Class Shares			Class A Shares			Select Class Shares			Ultra Shares			Class A Shares			Select Class Shares			Ultra Shares
Management Fee		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%	0.25%
Distribution (Rule 12b-1) Fees		0.25	%		0.00	%		0.00	%		0.25	%		0.00	%		0.00	%		0.25	%		0.00	%	0.00%
Shareholder Service Fees		0.25	%		0.25	%		0.10	%		0.25	%		0.25	%		0.00	%		0.25	%		0.25	%	0.00%
Other Expenses		0.16%¹			0.16%¹			0.16%¹			0.13%¹			0.13%¹			0.13%¹			0.13	%		0.13	%	0.13%
Acquired Fund Fees and Expenses		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%	0.01%
Total Annual Fund Operating Expenses		0.92%²			0.67%²			0.52%²			0.89%²			0.64%²			0.39%²			0.89	%		0.64	%	0.39%
Fee Waiver and/or Expense Reimbursement		–0.16%³			–0.11%³			–0.21%³			–0.08%⁴			–0.08%⁴			–0.08%⁴			–0.13%⁵			–0.08%⁵		–0.08%⁵
Net Expenses		0.76	%		0.56	%		0.31	%		0.81	%		0.56	%		0.31	%		0.76	%		0.56	%	0.31%

“Other Expenses” are based on the actual amounts incurred during the 12 months ended 8/31/08.

The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on a fiscal year ended 2/29/08, and do not include Acquired Fund Fees and Expenses.

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 0.60% and 0.30% of the average daily net assets of Class A, Select Class and Institutional Class Shares, respectively, through 6/30/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.91%, 0.66% and 0.51%, and Net Expenses would have been 0.75%, 0.55%, and 0.30%, of the average daily net assets of the Class A, Select Class and Institutional Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁴

JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.80%, 0.55% and 0.44% of the average daily net assets of Class A, Select Class and Ultra Shares, respectively, through 6/30/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.88%,0.63% and 0.38%, and Net Expenses would have been 0.80%, 0.55% and 0.30%, of the average daily net assets of the Class A, Select Class and Ultra Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁵

JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 0.55% and 0.30% of the average daily net assets of Class A, Select Class and Ultra Shares, respectively, through 6/30/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.88%, 0.63% and 0.38%, and Net Expenses would have been 0.75%, 0.55% and 0.30%, of the average daily net assets of the Class A, Select Class and Ultra Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The following Example is intended to help you compare the cost of investing in JPMorgan Short Term Bond Fund, the JPMorgan Short Duration Bond Fund and the combined Fund.

•

5% return each year,

•

net expenses through the expiration of each Fund’s and the combined Fund’s contractual expense caps, respectively, and total annual operating expenses thereafter, and

•

all dividends and distributions are reinvested.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Whether or Not You Sell Your Shares, Your Cost Would Be:
	JPMorgan Short Term Bond Fund								JPMorgan Short Duration Bond Fund								JPMorgan Short Duration Bond Fund (Pro Forma Combined)
	1 Year		3 Years		5 Years		10 Years		1 Year		3 Years		5 Years		10 Years		1 Year		3 Years		5 Years		10 Years
Class A*	$	301	$	496	$	708	$	1,316	$	306	$	495	$	699	$	1,289	$	301	$	490	$	695	$	1,285
Select Class		57		203		362		824		57		197		349		791		57		197		349		791
Ultra		n/a		n/a		n/a		n/a		32		117		211		485		32		117		211		485
Institutional Class		32		146		270		632		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a

Assumes sales charge is deducted when shares are purchased.

JPMorgan Tax Aware Enhanced Income Fund,
JPMorgan Tax Aware Short-Intermediate Income Fund and
JPMorgan Short-Intermediate Municipal Bond Fund

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the period commencing September 1, 2007 through August 31, 2008.

ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets)	JPMorgan Tax Aware Enhanced Income Fund									JPMorgan Tax Aware Short- Intermediate Income Fund						JPMorgan Short-Intermediate Municipal Bond Fund
	Class A Shares			Select Class Shares			Institutional Class Shares			Select Class Shares			Institutional Class Shares			Class A Shares			Select Class Shares
Management Fee		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Distribution (Rule 12b-1) Fees		0.25	%		0.00	%		0.00	%		0.00	%		0.00	%		0.25	%		0.00	%
Shareholder Service Fees		0.25	%		0.25	%		0.10	%		0.25	%		0.10	%		0.25	%		0.25	%
Other Expenses		0.22	%¹		0.22	%¹		0.22	%¹		0.17	%¹		0.17	%¹		0.19	%¹		0.19	%¹
Acquired Fund Fees and Expenses		0.03	%		0.03	%		0.03	%		0.01	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		1.00	%²		0.75	%²		0.60	%²		0.68	%²		0.53	%²		0.95	%³		0.70	%³
Fee Waiver and/or Expense Reimbursement		–0.22	%⁴		–0.22	%⁴		–0.32	%⁴		–0.11	%⁵		–0.11	%⁵		–0.14	%⁶		–0.14	%⁶
Net Expenses		0.78	%		0.53	%		0.28	%		0.57	%		0.42	%		0.81	%		0.56	%

ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets)	JPMorgan Short-Intermediate Municipal Bond Fund (Pro Forma Combined, Assuming Reorganization of only the JPMorgan Tax Aware Enhanced Income Fund)*									JPMorgan Short-Intermediate Municipal Bond Fund (Pro Forma Combined, Assuming Reorganization of only the JPMorgan Tax Aware Short-Intermediate Income Fund)*									JPMorgan Short-Intermediate Municipal Bond Fund (Pro Forma Combined)*
	Class A Shares			Select Class Shares			Institutional Class Shares			Class A Shares			Select Class Shares			Institutional Class Shares			Class A Shares			Select Class Shares			Institutional Class Shares
Management Fee		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%	0.25%
Distribution (Rule 12b-1) Fees		0.25	%		0.00	%		0.00	%		0.25	%		0.00	%		0.00	%		0.25	%		0.00	%	0.00%
Shareholder Service Fees		0.25	%		0.25	%		0.10	%		0.25	%		0.25	%		0.10	%		0.25	%		0.25	%	0.10%
Other Expenses		0.17	%		0.17	%		0.17	%		0.16	%		0.16	%		0.16	%		0.16	%		0.16	%	0.16%
Acquired Fund Fees and Expenses		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%	0.01%
Total Annual Fund Operating Expenses		0.93	%		0.68	%		0.53	%		0.92	%		0.67	%		0.52	%		0.92	%		0.67	%	0.52%
Fee Waiver and/or Expense Reimbursement		–0.17	%⁷		–0.17	%⁷		–0.27	%⁷		–0.15	%⁸		–0.15	%⁸		–0.25	%⁸		–0.15	%⁹		–0.15	%⁹	–0.25%⁹
Net Expenses		0.76	%		0.51	%		0.26	%		0.77	%		0.52	%		0.27	%		0.77	%		0.52	%	0.27%

Because both the JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund may merge with the JPMorgan Short-Intermediate Municipal Bond Fund, the pro forma columns represent the three possibilities that may result from the vote of the shareholders: (1) shareholders approve the JPMorgan Tax Aware Enhanced Income Fund merger but do not approve the JPMorgan Tax Aware Short-Intermediate Income Fund merger; (2) shareholders approve the JPMorgan Tax Aware Short-Intermediate Income Fund merger but do not approve the JPMorgan Tax Aware Enhanced Income Fund merger; or (3) shareholders approve both the JPMorgan Tax Aware Enhanced Income Fund merger and the JPMorgan Tax Aware Short-Intermediate Income Fund merger.

“Other Expenses” are based on the actual amounts incurred during the 12 months ended 8/31/08. “Other Expenses” for the Tax Aware Short-Intermediate Income Fund and the Pro Forma Combined Funds including the assets of the Tax Aware Short-Intermediate Income Fund include expenses related to the Fund’s liability with respect to floating rate notes issued by trusts whose inverse floater certificates are held by the Fund. The Fund also records offsetting interest income relating to the municipal obligation underlying such transactions (“Imputed Interest on Floating Rate Notes”). Therefore, the Fund’s net asset value per share and total returns have not been affected by these additional expenses.

The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on a fiscal year ended 10/31/08, and do not include Acquired Fund Fees and Expenses.

The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on a fiscal year ended 2/29/08, and do not include Acquired Fund Fees and Expenses.

⁴

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 0.50% and 0.25% of the average daily net assets of Class A, Select Class and Institutional Class Shares, respectively, through 2/28/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.97%, 0.72% and 0.57%, and Net Expenses would have been 0.75%, 0.50%, and 0.25%, of the average daily net assets of the Class A, Select Class and Institutional Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁵

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest (which includes imputed interest), taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.55% and 0.40% of the average daily net assets of Select Class and Institutional Class Shares, respectively, through 2/28/10. Without the Imputed Interest on Floating Rate Notes and the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.66% and 0.51%, and Net Expenses would have been 0.55% and 0.40%, of the average daily net assets of the Select Class and Institutional Class shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁶

JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.80% and 0.55% of the average daily net assets of Class A and Select Class shares, respectively, through 6/30/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.94% and 0.69%, and Net Expenses would have been 0.80% and 0.55%, of the average daily net assets for Class A and Select Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁷

JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 0.50% and 0.25% of the average daily net assets of Class A, Select Class and Institutional Class Shares, respectively, through 6/30/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.92%, 0.67%, and 0.52%, and Net Expenses would have been 0.75%, 0.50% and 0.25% of the average daily net assets for Class A, Select Class and Institutional Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁸

JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest (which includes imputed interest), taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 0.50% and 0.25% of the average daily net assets of Class A, Select Class and Institutional Class Shares, respectively, through 6/30/10. Without the Imputed Interest on Floating Rate Notes and the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.90%, 0.65%, and 0.50%, and Net Expenses would have been 0.75%, 0.50% and 0.25% of the average daily net assets for Class A, Select Class and Institutional Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁹

JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest (which includes imputed interest), taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 0.50% and 0.25% of the average daily net assets of Class A, Select Class and Institutional Class Shares, respectively, through 6/30/10. Without the Imputed Interest on Floating Rate Notes and the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.90%, 0.65%, and 0.50%, and Net Expenses would have been 0.75%, 0.50%,and 0.25% of the average daily net assets for Class A, Select Class and Institutional Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The following Example is intended to help you compare the cost of investing in JPMorgan Tax Aware Enhanced Income Fund, JPMorgan Tax Aware Short-Intermediate Income Fund, JPMorgan Short-Intermediate Municipal Bond Fund and the combined Fund.

•

5% return each year,

•

net expenses through the expiration of each Fund’s and the combined Fund’s contractual expense caps, respectively, and total annual operating expenses thereafter, and

•

all dividends and distributions are reinvested

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Whether or Not You Sell Your Shares, Your Cost Would Be:
	JPMorgan Tax Aware Enhanced Income Fund								JPMorgan Tax Aware Short-Intermediate Income Fund								JPMorgan Short-Intermediate Municipal Bond Fund
	1 Year		3 Years		5 Years		10 Years		1 Year		3 Years		5 Years		10 Years		1 Year		3 Years		5 Years		10 Years
Class A*	$	303	$	515	$	744	$	1,403		n/a		n/a		n/a		n/a	$	306	$	507	$	725	$	1,353
Select Class	$	54	$	218	$	395	$	910	$	58	$	206	$	368	$	836		57		210		376		857
Institutional Class		29		160		303		719		43		159		285		654		n/a		n/a		n/a		n/a

	JPMorgan Short-Intermediate Municipal Bond Fund (Pro Forma Combined, Assuming Reorganization of only the JPMorgan Tax Aware Enhanced Income Fund)								JPMorgan Short-Intermediate Municipal Bond Fund (Pro Forma Combined, Assuming Reorganization of only the JPMorgan Tax Aware Short-Intermediate Income Fund)								JPMorgan Short-Intermediate Municipal Bond Fund (Pro Forma Combined)
	1 Year		3 Years		5 Years		10 Years		1 Year		3 Years		5 Years		10 Years		1 Year		3 Years		5 Years		10 Years
Class A*	$	301	$	498	$	712	$	1,327	$	302	$	497	$	709	$	1,317	$	302	$	497	$	709	$	1,317
Select Class		52		200		362		830		53		199		358		820		53		199		358		820
Institutional Class		27		143		269		639		28		141		266		629		28		141		266		629

Assumes sales charge is deducted when shares are purchased.

JPMorgan Intermediate Bond Fund and
JPMorgan Core Bond Fund

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the period commencing September 1, 2007 through August 31, 2008.

ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets)	JPMorgan Intermediate Bond Fund															JPMorgan Core Bond Fund															JPMorgan Core Bond (Pro Forma Combined)
	Class A Shares			Class B Shares			Class C Shares			Select Class Shares			Ultra Shares			Class A Shares			Class B Shares			Class C Shares			Select Class Shares			Ultra Shares			Class A Shares			Class B Shares			Class C Shares			Select Class Shares			Ultra Shares
Management Fee		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%
Distribution (Rule 12b-1) Fees		0.25	%		0.75	%		0.75	%		0.00	%		0.00	%		0.25	%		0.75	%		0.75	%		0.00	%		0.00	%		0.25	%		0.75	%		0.75	%		0.00	%		0.00	%
Shareholder Service Fees		0.25	%		0.25	%		0.25	%		0.25	%		0.00	%		0.25	%		0.25	%		0.25	%		0.25	%		0.00	%		0.25	%		0.25	%		0.25	%		0.25	%		0.00	%
Other Expenses		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%¹		0.18	%		0.18	%		0.18	%		0.18	%		0.18	%
Acquired Fund Fees and Expenses		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		0.98	%²		1.48	%²		1.48	%²		0.73	%²		0.48	%²		0.99	%²		1.49	%²		1.49	%²		0.74	%²		0.49	%²		0.99	%		1.49	%		1.49	%		0.74	%		0.49	%
Fee Waiver and/or Expense Reimbursement		–0.15	%³		0.00	%³		0.00	%³		–0.15	%³		0.00	%³		–0.23	%⁴		–0.02	%⁴		–0.02	%⁴		–0.13	%⁴		0.00	%⁴		–0.23	%⁵		–0.08	%⁵		–0.08	%⁵		–0.15	%⁵		–0.08	%⁵
Net Expenses		0.83	%		1.48	%		1.48	%		0.58	%		0.48	%		0.76	%		1.47	%		1.47	%		0.61	%		0.49	%		0.76	%		1.41	%		1.41	%		0.59	%		0.41	%

“Other Expenses” are based on the actual amounts incurred during the 12 months ended 8/31/08.

The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on a fiscal year ended 2/29/08, and do not include Acquired Fund Fees and Expenses.

“Other Expenses” are based on the actual amounts incurred during the 12 months ended 8/31/08.

The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on a fiscal year ended 2/29/08, and do not include Acquired Fund Fees and Expenses.

⁴

the Class A, Class B, Class C, Select Class and Ultra Shares, respectively, through 6/30/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.98%, 1.48%, 1.48%, 0.73% and 0.48%, and Net Expenses would have been 0.75%, 1.46%, 1.46%, 0.60% and 0.48%, of the average daily net assets of the Class A, Class B, Class C, Select Class and Ultra Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁵

JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.40%, 1.40%, 0.58% and 0.40%, of the average daily net assets of the Class A, Class B, Class C, Select Class and Ultra Shares, respectively, through 6/30/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.98%, 1.48%, 1.48%, 0.73% and 0.48%, and Net Expenses would have been 0.75%, 1.40%, 1.40%, 0.58% and 0.40%, of the average daily net assets of the Class A, Class B, Class C, Select Class and Ultra Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The following Example is intended to help you compare the cost of investing in JPMorgan Intermediate Bond Fund, the JPMorgan Core Bond Fund and the combined Fund.

•

5% return each year,

•

net expenses through the expiration of each Fund’s and the combined Fund’s contractual expense caps, respectively, and total annual operating expenses thereafter, and

•

all dividends and distributions are reinvested.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

If You Sell Your Shares, Your Cost Would Be:
	JPMorgan Intermediate Bond Fund									JPMorgan Core Bond Fund									JPMorgan Core Bond Fund (Pro Forma Combined)
	1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years
Class A*	$	457	$	661	$	882	$	1,518		$	450	$	656	$	880	$	1,522		$	450	$	656	$	880	$	1,522
Class B**		651		768		1,008		1,633	***		650		769		1,011		1,643	***		644		763		1,006		1,637	***
Class C**		251		468		808		1,768			250		469		811		1,778			244		463		806		1,773
Select Class		59		218		391		892			62		223		399		906			60		221		397		904
Ultra		49		154		269		604			50		157		274		616			42		149		266		608

If You Do Not Sell Your Shares, Your Cost for Class B and Class C Shares Would Be:
	JPMorgan Intermediate Bond Fund									JPMorgan Core Bond Fund									JPMorgan Core Bond Fund (Pro Forma Combined)
	1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years
Class B		151		468		808		1,633	***		150		469		811		1,643	***		144		463		806		1,637	***
Class C		151		468		808		1,768			150		469		811		1,778			144		463		806		1,773

Assumes sales charge is deducted when shares are purchased.

Assumes applicable deferred sales charge is deducted when shares are sold.

***

Reflects conversion of Class B shares to Class A shares after they have been owned for eight years.

JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund,
JPMorgan West Virginia Municipal Bond Fund and JPMorgan Intermediate Tax Free Bond Fund*

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the period commencing September 1, 2007 through August 31, 2008.

ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets)	JPMorgan Kentucky Municipal Bond Fund									JPMorgan Louisiana Municipal Bond Fund									JPMorgan West Virginia Municipal Bond Fund									JPMorgan Intermediate Tax Free Bond Fund
	Class A Shares			Class B Shares			Select Class Shares			Class A Shares			Class B Shares			Select Class Shares			Class A Shares			Class B Shares			Select Class Shares			Class A Shares			Class B Shares			Select Class Shares
Management Fee		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%
Distribution (Rule 12b-1) Fees		0.25	%		0.75	%		0.00	%		0.25	%		0.75	%		0.00	%		0.25	%		0.75	%		0.00	%		0.25	%		0.75	%		0.00	%
Shareholder Service Fees		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Other Expenses		0.28	%¹		0.28	%¹		0.28	%¹		0.31	%¹		0.31	%¹		0.31	%¹		0.26	%¹		0.26	%¹		0.26	%¹		0.13	%¹		0.13	%¹		0.13	%¹
Acquired Fund Fees & Expenses		0.00	%		0.00	%		0.00	%		0.01	%		0.01	%		0.01	%		0.00	%		0.00	%		0.00	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		1.08	%²		1.58	%²		0.83	%²		1.12	%²		1.62	%²		0.87	%²		1.06	%²		1.56	%²		0.81	%²		0.94	%²		1.44	%²		0.69	%²
Fee Waiver and/or Expense Reimbursement		–0.20	%³		–0.05	%³		–0.20	%³		–0.23	%⁴		–0.08	%⁴		–0.23	%⁴		–0.18	%⁵		–0.03	%⁵		–0.18	%⁵		–0.18	%⁶		0.00	%⁶		–0.09	%⁶
Net Expenses		0.88	%		1.53	%		0.63	%		0.89	%		1.54	%		0.64	%		0.88	%		1.53	%		0.63	%		0.76	%		1.44	%		0.60	%

ANNUAL FUND OPERATING EXPENSES (%) (expenses that are deducted from Fund assets)	JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the Kentucky Municipal Bond Fund)*									JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the Louisiana Municipal Bond Fund)*									JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the West Virginia Municipal Bond Fund)*									JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of all of the Kentucky Municipal Bond Fund, Louisiana Municipal Bond Fund and West Virginia Municipal Bond Fund)*
	Class A Shares			Class B Shares			Select Class Shares			Class A Shares			Class B Shares			Select Class Shares			Class A Shares			Class B Shares			Select Class Shares			Class A Shares			Class B Shares			Select Class Shares
Management Fee		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%		0.30	%
Distribution (Rule 12b-1) Fees		0.25	%		0.75	%		0.00	%		0.25	%		0.75	%		0.00	%		0.25	%		0.75	%		0.00	%		0.25	%		0.75	%		0.00	%
Shareholder Service Fees		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Other Expenses		0.13	%		0.13	%		0.13	%		0.13	%		0.13	%		0.13	%		0.13	%		0.13	%		0.13	%		0.13	%		0.13	%		0.13	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		0.94	%		1.44	%		0.69	%		0.94	%		1.44	%		0.69	%		0.94	%		1.44	%		0.69	%		0.94	%		1.44	%		0.69	%
Fee Waiver and/or Expense Reimbursement		–0.18	%⁷		0.00	%⁷		–0.09	%⁷		–0.18	%⁸		0.00	%⁸		–0.09	%⁸		–0.18	%⁹		0.00	%⁹		–0.09	%⁹		–0.18	%¹⁰		0.00	%¹⁰		–0.09	%¹⁰
Net Expenses		0.76	%		1.44	%		0.60	%		0.76	%		1.44	%		0.60	%		0.76	%		1.44	%		0.60	%		0.76	%		1.44	%		0.60	%

Because the JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund may merge with the JPMorgan Intermediate Tax Free Bond Fund, the pro forma columns represent four of the possibilities that may result from the vote of the shareholders: (1) shareholders approve the JPMorgan Kentucky Municipal Bond Fund reorganization but do not approve the JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund reorganizations; (2) shareholders approve the JPMorgan Louisiana Municipal Bond Fund reorganization but do not approve the JPMorgan Kentucky Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund reorganizations; (3) shareholders approve both the JPMorgan West Virginia Municipal Bond Fund reorganization but do not approve the JPMorgan Kentucky Municipal Bond Fund and JPMorgan Louisiana Municipal Bond Fund reorganizations; and (4) shareholders approve all of the JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund reorganizations.

“Other Expenses” are based on the actual amounts incurred during the 12 months ended 8/31/08.

The Total Annual Operating Expenses included in the fee table are different from the ratio of expenses to average net assets that appear in the Financial Highlights. The Financial Highlights are based on a fiscal year ended 2/29/08, and do not include Acquired Fund Fees and Expenses.

⁴

JPMIA, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.88%, 1.53% and 0.63%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively, through 6/30/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 1.11%, 1.61% and 0.86%, and Net Expenses would have been 0.88%, 1.53% and 0.63%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁵

⁶

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively, through 6/30/09. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.93%, 1.43% and 0.68%, and Net Expenses would have been 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁷

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively, through 6/30/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.93%, 1.43% and 0.68%, and Net Expenses would have been 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁸

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively, through 6/30/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.93%, 1.43% and 0.68%, and Net Expenses would have been 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

⁹

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively, through 6/30/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.93%, 1.43% and 0.68%, and Net Expenses would have been 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

¹⁰

JPMIM, JPMFM and JPMDS have contractually agreed to waive fees and/or reimburse expenses to the extent that total annual operating expenses (excluding Acquired Fund Fees and Expenses, dividend expenses related to short sales, interest, taxes and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) exceed 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively, through 6/30/10. Without the Acquired Fund Fees and Expenses, the Total Annual Operating Expenses of the Fund would have been 0.93%, 1.43% and 0.68%, and Net Expenses would have been 0.75%, 1.43% and 0.59%, of the average daily net assets of the Class A, Class B and Select Class Shares, respectively. In addition, the Fund’s service providers may voluntarily waive or reimburse certain of their fees, as they may determine, from time to time.

Example

The following Example is intended to help you compare the cost of investing in JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund, the JPMorgan Intermediate Tax Free Bond Fund and the combined Fund.

•

5% return each year,

•

net expenses through the expiration of each Fund’s and the combined Fund’s contractual expense caps, respectively, and total annual operating expenses thereafter, and

•

all dividends and distributions are reinvested.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

If You Sell Your Shares, Your Cost Would Be:
	JPMorgan Kentucky Municipal Bond Fund									JPMorgan Louisiana Municipal Bond Fund									JPMorgan West Virginia Municipal Bond Fund										JPMorgan Intermediate Tax Free Bond Fund
	1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years	5 Years	10 Years
Class A*	$	461	$	686	$	930	$	1,625		$	462	$	696	$	947	$	1,667		$	461	$	682	$	921	$	1,605		$ 450		$ 646	$ 859	$1,471
Class B**		656		794		1,056		1,740	***		657		803		1,074		1,782	***		656		790		1,047		1,720	***	647		756	987	1,588***
Select Class		64		245		441		1,007			65		255		460		1,051			64		241		432		985		61		212	375	850

	JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the Kentucky Municipal Bond Fund)									JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the Louisiana Municipal Bond Fund)									JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the West Virginia Municipal Bond Fund)									JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined)
	1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years
Class A*	$	450	$	646	$	859	$	1,471		$	450	$	646	$	859	$	1,471		$	450	$	646	$	859	$	1,471		$	450	$	646	$	859	$	1,471
Class B**		647		756		987		1,588	***		647		756		987		1,588	***		647		756		987		1,588	***		647		756		987		1,588	***
Select Class		61		212		375		850			61		212		375		850			61		212		375		850			61		212		375		850

If You Do Not Sell Your Shares, Your Cost for Class B Shares Would Be:
	JPMorgan Kentucky Municipal Bond Fund									JPMorgan Louisiana Municipal Bond Fund									JPMorgan West Virginia Municipal Bond Fund										JPMorgan Intermediate Tax Free Bond Fund
	1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years		5 Years		10 Years			1 Year		3 Years	5 Years	10 Years
Class B**		156		494		856		1,740	***		157		503		874		1,782	***		156		490		847		1,720	***	147		456	787	1,588***

				JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the Kentucky Municipal Bond Fund)																JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the Louisiana Municipal Bond Fund)																JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined, assuming Reorganization of only the West Virginia Municipal Bond Fund)																JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined)
				1 Year				3 Years				5 Years				10 Years				1 Year				3 Years				5 Years				10 Years				1 Year				3 Years				5 Years				10 Years				1 Year				3 Years				5 Years				10 Years
Class B**					147				456				787				1,588	***			147				456				787				1,588	***			147				456				787				1,588	***			147				456				787				1,588	***

Assumes sales charge is deducted when shares are purchased.

Assumes applicable deferred sales charge is deducted when shares are sold.

***

Reflects conversion of Class B shares to Class A shares after they have been owned for eight years.

Comparison of Sales Load, Distribution and Shareholder Servicing Arrangements

The distribution and shareholder servicing arrangements of the Acquired Funds are substantially similar to those of the Acquiring Funds. Shareholders of Institutional Class Shares of the JPMorgan Short Term Bond Fund will receive Ultra Shares of the JPMorgan Short Duration Bond Fund. Neither Ultra Shares nor Institutional Class Shares have distribution (12b-1) fees. However unlike Institutional Class Shares, which have a shareholder service fee of 0.10% of the average daily net assets of the Fund, Ultra Shares have no shareholder service fees.

Comparison of Purchase, Redemption and Exchange Policies and Procedures

The procedures for making purchases, redemptions and exchanges of the Acquired Funds are substantially similar to those of the Acquiring Funds, except as set forth below.

Shareholders of Institutional Class Shares of the JPMorgan Short Term Bond Fund will receive Ultra Shares of the JPMorgan Short Duration Bond Fund. Below is a comparison between the purchase and exchange policies and procedures of these two share classes (the share classes have identical redemption policies).

				Institutional Class Shares				Ultra Shares
Purchase Policies and Procedures				Institutional Class Shares may be purchased directly from the Fund through JPMDS by institutional investors such as corporations, pension and profit sharing plans and foundations that meet the minimum investment requirement for purchases of Institutional Class Shares. Institutional Class Shares may also be purchased through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including				Ultra Shares may be purchased by investors (i) whose investments in a Fund are made and directed on their behalf by investment representatives at JPMIM, JPMIA, or JPMorgan Chase Bank, N.A. or their affiliates (the Investment Manager) pursuant to a discretionary investment management agreement or trust agreement that provides for discretionary investment management services between the Investment Manager and the investor (a Discretionary Account) and (ii) whose Discretionary Account’s initial investment in the JPMorgan Short Duration Bond Fund is at least $5,000,000. Ultra Shares also may be purchased by 401(k) and other retirement plans administered by the Retirement Plan Services

	Institutional Class Shares	Ultra Shares
Purchase Policies and Procedures (continued)	investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Fund.	affiliate of JPMorgan Chase Bank, N.A. Accounts may be opened with the Fund’s transfer agent either directly or through a Financial Intermediary.
Investment Minimums	Institutional Class Shares are subject to a $3,000,000 minimum investment requirement. An investor can combine purchases of Institutional Class Shares of other JPMorgan Funds (except for money market funds) in order to meet the minimum. There are no minimum levels for subsequent purchases. Investment minimums may be waived for certain types of retirement accounts (e.g., 401(k) and 403(b)) as well as for certain wrap fee accounts. The Funds reserve the right to waive any investment minimum.	Ultra Shares are subject to a $5,000,000 minimum investment requirement for all investors except 401(k) and other retirement plans administered by the Retirement Services affiliate of JPMorgan Chase Bank, N.A. You are required to maintain a minimum account balance equal to the minimum initial investment in the Fund. A Financial Intermediary may impose different investment minimums. There are no minimum levels for subsequent purchases.
Exchange Policies and Procedures	Institutional Class Shares of the Fund may be exchanged for Institutional Class Shares of another non-money market JPMorgan Fund or for another class of the same Fund. All exchanges are subject to meeting any investment minimum or eligibility requirements.	Ultra Shares of the Funds may be exchanged for Ultra Shares of other JPMorgan Funds or any other class of the same Fund, subject to any investment minimum or eligibility requirements.

Because Institutional Class shareholders of the JPMorgan Short Term Bond Fund are only subject to a $3,000,000 minimum investment and are not required to invest pursuant to a discretionary investment management agreement or trust agreement (as described in “Purchase Policies and Procedures” in the table above), Institutional Class shareholders of the JPMorgan Short Term Bond Fund may not meet the investment minimum or eligibility requirements for the Ultra Shares of the JPMorgan Short Duration Bond Fund. Therefore, the JPMorgan Short Duration Bond Fund, in order to accommodate the Reorganization, if approved, is waiving its investment minimum and eligibility requirements only for

Institutional Class shareholders of the JPMorgan Short Term Bond Fund. Following the Reorganization, former Institutional Class shareholders of the JPMorgan Short Term Bond Fund will not be able to exchange their Ultra Shares of JPMorgan Short Duration Bond Fund for Ultra Shares of any other JPMorgan Fund for which they do not meet the investment minimum and eligibility requirements, but may exchange for Institutional Class Shares of any other JPMorgan Fund.

Please see “How to Do Business with the Funds” in Appendix C to this Proxy Statement/Prospectus.

COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND
PRINCIPAL RISKS OF INVESTING IN THE FUNDS

The following discussion comparing the investment objectives, strategies and principal risks of each of the Acquired Funds is based upon and qualified in its entirety by the respective investment objectives, strategies and principal risks sections of the prospectuses of the Acquired Funds dated February 28, 2009, and July 1, 2008, as supplemented. For a complete discussion of the Acquiring Funds’ investment objectives, strategies and principal risks, as well as a full comparison against the Acquired Funds, please see Appendix D. Please note that the Principal Risks of each Fund are presented in alphabetical order and not in the order of importance of the risk to a Fund.

JPMorgan Bond Fund and
JPMorgan Core Plus Bond Fund

				JPMorgan Bond Fund				JPMorgan Core Plus Bond Fund
Investment Objective				The Fund seeks to provide high total return consistent with moderate risk of capital and maintenance of liquidity.				The Fund seeks a high level of current income by investing primarily in a diversified portfolio of high-, medium- and low-grade debt securities.

				JPMorgan Bond Fund				JPMorgan Core Plus Bond Fund
Main Investment Strategy				Under normal circumstances, the Fund invests at least 80% of its Assets in debt investments, including but not limited to, asset-backed and mortgage-backed securities, U.S. government and agency securities, corporate bonds and private placements that it believes have the potential to provide a high total return over time. “Assets” means net assets, plus the amount of borrowings for investment purposes. These securities may be of any maturity, but under normal market conditions the management team will keep the Fund’s duration within one year of that of the Barclays Capital U.S. Aggregate Index. Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Fund. Up to 25% of the Fund’s total assets may be invested in foreign securities, including debt securities denominated in foreign currencies. The Fund typically will hedge 70% of its non-dollar investments back to the U.S. dollar, through the use of				The Fund mainly invests in investment grade debt securities or unrated debt securities that are determined to be of comparable quality by the adviser, JPMIA. In addition, the Fund also may invest in bonds, convertible securities, preferred stock, loan assignments and participations, and other debt securities (including foreign and emerging market debt securities) rated below investment grade (i.e., high yield or junk bonds). As a matter of fundamental policy, the Fund will invest at least 80% of its Assets in bonds. For purposes of this policy, “Assets” mean net assets plus the amount of borrowings for investment purposes. Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Fund. Under normal conditions, at least 65% of the Fund’s total assets must be invested in securities that, at the time of purchase, are rated investment grade or better by Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Corporation (“S&P”), Fitch Ratings (“Fitch”), meaning that such securities will carry a minimum rating of Baa3, BBB–, or BBB–,

				JPMorgan Bond Fund				JPMorgan Core Plus Bond Fund
Main Investment Strategy (continued)				derivatives including forward foreign currency contracts, but may not always do so. At least 75% of net assets must be invested in securities that, at the time of purchase, are rated investment-grade by Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Corporation (“S&P”), Fitch Ratings (“Fitch”) or the equivalent by another national rating organization, including at least 65% of Assets rated A or better. Up to 25% of net assets may be invested in securities rated below investment grade (junk bonds). The Fund may also invest in securities that are unrated but are deemed by the adviser, JPMIM, to be of comparable quality. The Fund may engage in short sales.				respectively, or the equivalent by another national rating organization, or in securities that are unrated but are deemed by the adviser to be of comparable quality. The balance of the Fund’s assets are not required to meet any minimum quality rating although the Fund will not, under normal circumstances, invest more than 35% of its total assets in below investment grade securities (or the unrated equivalent). Up to 35% of the Fund’s net assets may be invested in foreign securities, including securities denominated in foreign currencies (some of which may be below investment grade securities subject to the limitations on such securities set forth above). The Fund’s average weighted maturityˆ will ordinarily range between five and twenty years, although the Fund may shorten its average weighted maturity to as little as two years if deemed appropriate for temporary defensive purposes. The Fund may also engage in securities lending.

				JPMorgan Bond Fund				JPMorgan Core Plus Bond Fund
Principal Risks*				• Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk • Credit Risk • Currency Risk • Derivatives Risk • Foreign Securities and Emerging Market Risks • Government Securities Risk • High Portfolio Turnover Risk • High Yield Securities Risk • Interest Rate Risk • Prepayment and Call Risk • Redemption Risk • Short Selling Risk • Temporary Defensive Positions Risk				• Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk • Convertible Securities Risk • Credit Risk • Currency Risk • Derivatives Risk • Equity Market Risk • Foreign Securities and Emerging Market Risks • Government Securities Risk • High Yield Securities Risk • Interest Rate Risk • Loan Risk • Prepayment and Call Risk • Redemption Risk • Securities Lending Risk • Sovereign Debt Securities Risk • Temporary Defensive Positions Risk

The Principal Risks descriptions are found in “Principal Risks of Investing in the Funds,” beginning on page .

Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. Mortgage-related securities are subject to prepayment of principal, which can shorten the average weighted maturity of the Fund’s portfolio. Therefore, in the case of a Fund holding mortgage-backed securities, asset-backed securities and similar types of securities, the average weighted maturity of the Fund is equivalent to its weighted average life. Weighted average life is the average weighted maturity of the cash flows in the securities held by the Fund given certain prepayment assumptions.

JPMorgan Short Term Bond Fund and JPMorgan Short Duration Bond Fund

				JPMorgan Short Term Bond Fund				JPMorgan Short Duration Bond Fund
Investment Objective				The Fund seeks to provide high total return, consistent with low volatility of principal.				The Fund seeks current income consistent with preservation of capital through investment in high- and medium-grade fixed income securities.

				JPMorgan Short Term Bond Fund				JPMorgan Short Duration Bond Fund
Main Investment Strategy				Under normal circumstances, the Fund invests at least 80% of its Assets in debt investments. “Assets” means net assets, plus the amount of borrowings for investment purposes. These investments can include asset-backed and mortgage-related securities, U.S. government and agency securities, domestic and foreign corporate bonds, private placements and money market instruments that it believes have the potential to provide a high total return over time. These securities may be of any maturity, but under normal market conditions the Fund’s duration will range between zero and three years, similar to that of the Merrill Lynch 1–3 Year Treasury Index. The dollar weighted average maturity of the Fund’s portfolio will not exceed three years.				The Fund mainly invests in investment grade debt securities or unrated debt securities which the adviser, JPMIA, determines to be of comparable quality, with short to intermediate remaining maturities. These include U.S. government obligations, such as the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae) or the Federal Home Loan Mortgage Corporation (Freddie Mac) securities and mortgage-backed securities, asset-backed securities, corporate debt obligations, and other structured investments including collateralized mortgage obligations. Under normal circumstances, the Fund invests at least 80% of its Assets in bonds. For purposes of this policy, “Assets” mean net assets plus the amount of borrowings for investment purposes.

				JPMorgan Short Term Bond Fund				JPMorgan Short Duration Bond Fund
Main Investment Strategy (continued)				Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Fund. Up to 25% of the Fund’s total assets may be invested in foreign debt securities, including debt securities denominated in foreign currencies. The Fund typically hedges 70% of its non-dollar investments back to the U.S. dollar through the use of derivatives including forward foreign currency contracts, but may not always do so. At least 90% of total assets must be invested in securities that, at the time of purchase, are rated investment-grade by Moody’s, S&P, Fitch or the equivalent by another national rating organization, including at least 75% “A” or better. Up to 10% of total assets may be invested in securities rated below investment grade (junk bonds). It may also invest in unrated securities deemed by the adviser, JPMIM, to be of comparable quality. The Fund may engage in short sales.				Up to 20% of the Fund’s net assets may be invested in preferred stock. The Fund also may purchase taxable or tax-exempt municipal securities. The Fund may invest in bonds and other debt securities that are rated in the lowest investment grade category. The Fund’s effective average weighted maturityˆ ordinarily will be three years or less taking into account expected amortization and prepayment of principal on certain investments. Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Fund. The Fund may also engage in securities lending.

				JPMorgan Short Term Bond Fund				JPMorgan Short Duration Bond Fund
Principal Risks*				• Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk • Credit Risk • Currency Risk • Derivatives Risk • Foreign Securities and Emerging Market Risks • Government Securities Risk • High Portfolio Turnover Risk • High Yield Securities Risk • Interest Rate Risk • Prepayment and Call Risk • Redemption Risk • Short Selling Risk • Temporary Defensive Positions Risk				• Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk • Credit Risk • Derivatives Risk • Government Securities Risk • Interest Rate Risk • Prepayment and Call Risk • Securities Lending Risk • Temporary Defensive Positions and Redemption Risks

The Principal Risks descriptions are found in “Principal Risks of Investing in the Funds”, beginning on page .

Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. The term “Short Term” in a Fund’s name refers to the average maturity the Fund maintains. Mortgage-related securities are subject to prepayment of principal, which can shorten the average weighted maturity of the Fund’s portfolio. Therefore, in the case of a Fund holding mortgage-backed securities, asset-backed securities and similar types of securities, the average weighted maturity of the Fund is equivalent to its weighted average life. Weighted average life is the average weighted maturity of the cash flows in the securities held by the Fund given certain prepayment assumptions.

JPMorgan Tax Aware Enhanced Income Fund,
JPMorgan Tax Aware Short-Intermediate Income Fund and
JPMorgan Short-Intermediate Municipal Bond Fund¹

				JPMorgan Tax Aware Enhanced Income Fund				JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund
Investment Objective				The Fund’s goal is to provide high after tax current income consistent with principal preservation. The Fund invests in municipal securities that the adviser, JPMIM, believes have the potential to provide high current income that is free from federal income tax. The Fund also may invest in taxable fixed income securities. These securities may be of any maturity, but under normal circumstances the Fund’s duration will be no longer than 1.5 years. Duration is a measure of the price sensitivity of a debt security or a portfolio of debt securities to relative changes in interest rates. For instance, a duration of “three” means that a security’s or portfolio’s price would be expected to decrease by				The Fund seeks to maximize after-tax income from a portfolio of tax-exempt and taxable securities. Under normal circumstances, the Fund will invest at least 80% of the value of its Assets in debt investments. “Assets” means net assets plus the amount of borrowings for investment purposes. The Fund invests in municipal securities that the adviser, JPMIM, believes have the potential to provide high current income that is exempt from federal income tax and consistent with principal preservation. The Fund also may invest in taxable debt securities that the adviser believes have the potential to provide high after tax current income.				The Fund seeks as high a level of current income exempt from federal income tax as is consistent with relative stability of principal. The Fund invests in a portfolio of municipal bonds with an average weighted maturity of one to five years. From time to time, a significant portion of the Fund’s total assets may be invested in municipal housing authority obligations. Under normal circumstances, the Fund invests at least 80% of its net assets in municipal bonds, the income from which is exempt from federal income tax. This is a fundamental policy. For purposes of this policy, the Fund’s net assets include borrowings by the Fund for investment purposes. Average weighted maturity is the average of all the current

_________________

				JPMorgan Tax Aware Enhanced Income Fund				JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund
Main Investment Strategy				approximately 3% with a 1% increase in interest rates (assuming a parallel shift in yield curve). Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain. The Fund is designed to provide a high level of after tax current income, price stability and liquidity. The Fund’s strategy may therefore include purchasing both municipal obligations that are exempt from federal income tax as well as taxable securities, depending on which opportunity the adviser				Under normal market conditions the Fund’s duration will range between 1.5 and 3.75 years, similar to that of the Barclays Capital 1–5 Year Municipal Blend Index. Duration is a measure of the price sensitivity of a debt security or a portfolio of debt securities to relative changes in interest rates. For instance, a duration of “three” means that a security’s or portfolio’s price would be expected to decrease by approximately 3% with a 1% increase in interest rates (assuming a parallel shift in yield curve). As of December 31, 2008, the duration of the Barclays Capital 1–5 Year Municipal Blend Index was 2.86 years, although the duration will likely vary in the future. The average dollar weighted maturity of the Fund’s portfolio will be between one and five years. Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the				maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. Up to 100% of the Fund’s assets may be invested in municipal bonds, the interest on which may be subject to the federal alternative minimum tax for individuals. The Fund will, from time to time, invest more than 25% of its total assets in municipal housing authority obligations. Up to 20% of the Fund’s assets may be held in cash and cash equivalents. The Fund invests in municipal bonds that are rated investment grade by Moody’s, S&P or Fitch. With respect to short-term securities such as tax-exempt

				JPMorgan Tax Aware Enhanced Income Fund				JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund
Main Investment Strategy (continued)				determines will generate the highest after tax income (although the Fund intends to invest at least 50% of its assets in tax exempt securities). Up to 25% of the Fund’s total assets may be invested in foreign securities. All of the securities purchased by the Fund must be rated as investment grade by Moody’s, S&P, Fitch, meaning that such securities will carry a minimum rating of Baa3, BBB–, or BBB–, respectively, or the equivalent by another national rating organization, or unrated but deemed by the adviser to be of comparable quality, at the time of purchase, including at least 75% in securities rated A or better. The Fund seeks to minimize shareholders’ tax liability in connection with the Fund’s distribution of realized capital gains by minimizing the net gains available for distribution. In addition, the Fund seeks to minimize				individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain. The Fund intends to invest at least 50% of its Assets in tax exempt securities.				commercial paper, notes and variable rate demand obligations, the Fund invests in securities rated in one of the two highest investment grade categories. If a security has both a long-term and a short-term rating, it must have a long-term investment grade rating or be rated in one of the two highest short-term investment grade categories. The Fund may also invest in unrated securities of comparable quality. Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

				JPMorgan Tax Aware Enhanced Income Fund				JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund
Main Investment Strategy (continued)				distributions that are taxed as ordinary income.				Up to 25% of the Fund’s Assets may be invested in foreign securities. At least 90% of Assets must be invested in securities that, at the time of purchase, are rated as investment grade by Moody’s, S&P, Fitch, meaning that such securities will carry a minimum rating of Baa3, BBB–, or BBB–, respectively, or the equivalent by another national rating organization, or unrated but are deemed by the adviser to be of comparable quality. No more than 10% of the Fund’s Assets may be invested in securities rated B or BB. The Fund seeks to minimize shareholders’ tax liability in connection with the Fund’s distribution of realized capital gain by minimizing the net gains available for distribution. In addition, the Fund seeks to minimize distributions that are taxed as ordinary income.

				JPMorgan Tax Aware Enhanced Income Fund				JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan Short-Intermediate Municipal Bond Fund
Principal Risks*				• Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk • Credit Risk • Derivatives Risk • ETF and Investment Company Risk • Foreign Securities Risk • Government Securities Risk • Interest Rate Risk • Municipal Obligations Risk • Prepayment and Call Risk • Redemption Risk • Tax Aware Investing Risk • Temporary Defensive Positions Risk				• Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk • Credit Risk • Derivatives Risk • ETF and Investment Company Risk • Foreign Securities Risk • Government Securities Risk • High Portfolio Turnover Risk • Interest Rate Risk • Municipal Obligations Risk • Prepayment and Call Risk • Redemption Risk • Repurchase Agreement Risk • Tax Aware Investing Risk • Temporary Defensive Positions Risk				• Alternative Minimum Tax Risk • Credit Risk • Derivatives Risk • Interest Rate Risk • Municipal Obligations Risk • Prepayment and Call Risk • Temporary Defensive Positions and Redemption Risks

The Principal Risks descriptions are found in “Principal Risks of Investing in the Funds,” beginning on page .

Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. The terms “Intermediate” and “Short Term” in a Fund’s name refer to the average maturity the Fund maintains. Mortgage-related securities are subject to prepayment of principal, which can shorten the average weighted maturity of the Fund’s portfolio. Therefore, in the case of a Fund holding mortgage-backed securities, asset-backed securities and similar types of securities, the average weighted maturity of the Fund is equivalent to its weighted average life. Weighted average life is the average weighted maturity of the cash flows in the securities held by the Fund given certain prepayment assumptions.

JPMorgan Intermediate Bond Fund and
JPMorgan Core Bond Fund

				JPMorgan Intermediate Bond Fund				JPMorgan Core Bond Fund
Investment Objective				The Fund seeks current income consistent with the preservation of capital by investing in high- and medium-grade fixed income securities with intermediate maturities.				The Fund seeks to maximize total return by investing primarily in a diversified portfolio of intermediate- and long-term debt securities.
Main Investment Strategy				The Fund mainly invests in investment grade debt securities of all types or unrated debt securities which the adviser, JPMIA, determines to be of comparable quality, including bonds, notes and U.S. government obligations with intermediate maturities. These include mortgage-backed, asset-backed securities, and collateralized mortgage obligations. As a matter of fundamental policy, the Fund will invest at least 80% of its net assets in bonds and at least 50% of total assets will consist of obligations issued by the U.S. government or its agencies and instrumentalities, some of which may be subject to repurchase agreements. For purposes of this policy, the Fund’s net assets include borrowing by the Fund for investment purposes. Up to 20% of the Fund’s total assets may be invested in preferred stock. The Fund may invest in bonds and other debt securities that are rated in the lowest investment grade category. The Fund’s average weighted maturityˆ will ordinarily range between three and ten years, taking into account expected prepayment of principal				The Fund invests mainly in investment grade bonds and debt securities or unrated bonds and debt securities which the adviser, JPMIA, determines to be of comparable quality, as well as preferred stock. Such securities include U.S. government securities such as U.S. Treasury obligations as well as Fannie Mae, Ginnie Mae, Freddie Mac and other government agency mortgage-backed securities. As a matter of fundamental policy, the Fund will invest at least 80% of its Assets in bonds. For purposes of this policy, “Assets” mean net assets plus the amount of borrowings for investment purposes. Generally, such bonds will have intermediate to long maturities. The Fund may invest in bonds and other debt securities that are rated in the lowest investment grade category. The Fund’s average weighted maturityˆ will ordinarily range between four and 12 years, although the Fund may shorten its average weighted maturity if deemed appropriate for temporary defensive purposes. The Fund also may purchase taxable or tax-exempt municipal securities.

				JPMorgan Intermediate Bond Fund				JPMorgan Core Bond Fund
Main Investment Strategy (continued)				on certain investments. The Fund may shorten that average weighted maturity to as little as one year for temporary defensive purposes. Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Fund. The Fund may also engage in securities lending				Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. The Fund may use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Fund. The Fund may also engage in securities lending.
Principal Risks*				• Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk • Credit Risk • Derivatives Risk • Government Securities Risk • Interest Rate Risk • Prepayment and Call Risk • Securities Lending Risk • Temporary Defensive Positions and Redemptions Risks				• Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk • Credit Risk • Derivatives Risk • Government Securities Risk • Interest Rate Risk • Prepayment and Call Risk • Securities Lending Risk • Temporary Defensive Positions and Redemptions Risks

The Principal Risks descriptions are found in “Principal Risks of Investing in the Funds,” beginning on page .

Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. The term “Intermediate” in a Fund’s name refers to the average maturity the Fund maintains. Mortgage-related securities are subject to prepayment of principal, which can shorten the average weighted maturity of the Fund’s portfolio. Therefore, in the case of a Fund holding mortgage-backed securities, asset-backed securities and similar types of securities, the average weighted maturity of the Fund is equivalent to its weighted average life. Weighted average life is the average weighted maturity of the cash flows in the securities held by the Fund given certain prepayment assumptions.

JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund, JPMorgan West Virginia Municipal Bond Fund and
JPMorgan Intermediate Tax Free Bond Fund

				JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund				JPMorgan Intermediate Tax Free Bond Fund
Investment Objective				Each Fund seeks current income exempt from federal income tax and the relevant state personal income tax, consistent with the preservation of principal.				The Fund seeks to provide monthly dividends, which are excluded from gross income, and to protect the value of your investment by investing primarily in municipal obligations. For purposes of the Fund’s investment objective, “gross income” means gross income for federal tax purposes.
Main Investment Strategy				Under normal circumstances, each Fund invests at least 80% of its net assets in municipal bonds, the income from which is exempt from both federal income tax and the relevant state personal income tax. This is a fundamental policy. For purposes of this policy, a Fund’s net assets include borrowings by the Fund for investment purposes. A portion of each Fund’s total assets also may be invested in municipal bonds issued by other states and territories. Up to 100% of each Fund’s assets may be invested in municipal bonds, the interest on which may be subject to the federal alternative minimum tax for individuals. The securities in which each Fund invests may have fixed rates of return or floating or variable rates. Each Fund’s average weighted maturityˆ normally will be between three and 15 years, although each Fund may invest in securities with any maturity.				As a fundamental policy, the Fund normally invests at least 80% of the value of its Assets in municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes. Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain. The Fund invests in securities that are rated as investment grade by

				JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund				JPMorgan Intermediate Tax Free Bond Fund
Main Investment Strategy (continued)				Each Fund invests in municipal bonds that are rated investment grade by Moody’s, S&P or Fitch. With respect to short-term securities such as tax-exempt commercial paper, notes and variable rate demand obligations, each Fund invests in securities rated in one of the two highest investment grade categories. The JPMorgan Louisiana Municipal Bond Fund may also invest in short-term tax-exempt municipal securities rated at least MIG3 (VMIG3) by Moody’s or SP-2 by S&P. If a security has both a long-term and a short-term rating, it must have a long-term investment grade rating or be rated in one of the two highest short-term investment grade categories. Each Fund may also invest in unrated securities of comparable quality. Each Fund may also invest in zero- coupon, pay-in-kind and deferred payment securities. Each Fund may invest in mortgage-backed and asset-backed securities. Derivatives, which are investments that have a value based on another investment, exchange rate or index, may also be used as substitutes for securities in which the Fund can invest. The Fund may use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. The Fund may use				Moody’s, S&P or Fitch, meaning that such securities will carry a minimum rating of Baa3, BBB–, or BBB–, respectively. It may also invest in unrated securities of comparable quality. The Fund may invest in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers. The Fund may invest in mortgage-backed and asset-backed securities. The Fund may also invest in high-quality, short-term money market instruments and repurchase agreements. The average dollar weighted maturity of the Fund’s portfolio will be between three and ten years. Under normal circumstances, the Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax or the federal alternative minimum tax on individuals. To temporarily defend the value of its assets, the Fund may exceed this limit. There may be times when there are not enough municipal obligations available to meet the Fund’s needs. On these occasions, the Fund may invest in repurchase agreements or U.S. Treasury securities that may be subject to federal income tax. The Fund may invest in zero-coupon securities and forward commitments.

				JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund				JPMorgan Intermediate Tax Free Bond Fund
Main Investment Strategy (continued)				derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.
Principal Risks*				• Alternative Minimum Tax Risk • Credit Risk • Derivatives Risk • Geographic Concentration Risk • Interest Rate Risk • Municipal Obligations Risk • Non-Diversified Fund Risk • Prepayment and Call Risk • Temporary Defensive Positions and Redemption Risk • Zero Coupon Bond Risk (for JPMorgan West Virginia Municipal Bond Fund only)				• Alternative Minimum Tax Risk • Credit Risk • Derivatives Risk • Government Securities Risk • Interest Rate Risk • Municipal Obligations Risk • Prepayment and Call Risk • Temporary Defensive Positions and Redemption Risk

The Principal Risks descriptions are found in “Principal Risks of Investing in the Funds,” beginning on page .

Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. The term “Intermediate” in a Fund’s name refers to the average maturity the Fund maintains. Mortgage-related securities are subject to prepayment of principal, which can shorten the average weighted maturity of the Fund’s portfolio. Therefore, in the case of a Fund holding mortgage-backed securities, asset-backed securities and similar types of securities, the average weighted maturity of the Fund is equivalent to its weighted average life. Weighted average life is the average weighted maturity of the cash flows in the securities held by the Fund given certain prepayment assumptions.

Principal Risks of Investing in the Funds

Below is a detailed description of the risks identified in each Fund’s “Principal Risks” section from the tables above. Please note that a risk is a principal risk of a Fund if identified above.

Alternative Minimum Tax. If a Fund may invest all of its assets in municipal bonds, the interest on which may be subject to the federal alternative minimum tax, shareholders who are subject to the federal alternative minimum tax may have all or a portion of their income from the Fund subject to federal income tax. In addition, corporate shareholders will be required to take the interest on municipal bonds into account in determining their alternative minimum taxable income. Any capital gain distributed by a Fund may be taxable.

Collateralized Mortgage Obligations (CMO), Interest-Only (IO) & Principal-Only (PO) Risk. CMOs are issued in multiple classes, and each class may have its own interest rate and/or final payment date. A class with an earlier final payment date may have certain preferences in receiving principal payments or earning interest. As a result, the value of some classes in which a Fund invests may be more volatile and may be subject to higher risk of nonpayment.

The values of IO and PO mortgage-backed securities are more volatile than other types of mortgage-related securities. They are very sensitive not only to changes in interest rates, but also to the rate of prepayments. A rapid or unexpected increase in prepayments can significantly depress the price of interest-only securities, while a rapid or unexpected decrease could have the same effect on principal-only securities. In addition, because there may be a drop in trading volume, an inability to find a ready buyer, or the imposition of legal restrictions on the resale of securities, these instruments may be illiquid.

Convertible Securities Risk. A convertible security generally entitles the holder to receive interest paid or accrued on debt securities or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities generally have characteristics similar to both debt and equity securities. The value of convertible securities tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying securities. Convertible securities ordinarily provide a stream of income with generally higher yields than those of common stock of the same or similar issuers. Convertible securities generally rank senior to common stock in a corporation’s capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities generally do not participate directly in any dividend increases or decreases of the underlying securities, although the market prices of convertible securities may be affected by any dividend changes or other changes in the underlying securities.

Credit Risk. There is a risk that issuers and counterparties will not make payments on securities and investments held by a Fund. Such default could result in losses to a Fund. In addition, the credit quality of securities held by a Fund may be lowered if an issuer’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security and in shares of a Fund. Lower credit quality also may affect liquidity and make it difficult for a Fund to sell the security. In addition to high yield securities, a Fund (except with respect to the JPMorgan Tax Aware Enhanced Income Fund and the JPMorgan Tax Aware Short-Intermediate Income Fund) may invest in securities (and municipal bonds, in the case of the JPMorgan Short- Intermediate Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan Intermediate Tax Free Bond Fund) that are rated in the lowest investment grade category. The JPMorgan Louisiana Municipal Bond Fund may also invest in short-term tax-exempt municipal securities rated in lower categories. Such securities are considered to have speculative characteristics similar to high yield securities, and issuers of such securities are

more vulnerable to changes in economic conditions than issuers of higher grade securities.

Currency Risk. Changes in foreign currency exchange rates will affect the value of a Fund’s securities and the price of a Fund’s shares. Generally, when the value of the U.S. dollar rises in value relative to a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Devaluation of a currency by a country’s government or banking authority also will have a significant impact on the value of any investments denominated in that currency. Currency markets generally are not as regulated as securities markets.

Derivatives Risk. Derivatives may be riskier than other types of investments because they may be more sensitive to changes in economic or market conditions than other types of investments and could result in losses that significantly exceed a Fund’s original investments. Many derivatives will give rise to a form of leverage. As a result, a Fund may be more volatile than if a Fund had not been leveraged because the leverage tends to exaggerate the effect of any increase or decrease in the value of a Fund’s portfolio securities. Derivatives are also subject to the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. The use of derivatives may not be successful, resulting in losses to a Fund, and the cost of such strategies may reduce a Fund’s returns. Derivatives also expose a Fund to the credit risk of the derivative counterparty.

The JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund may use derivatives for hedging and non-hedging purposes. The use of derivatives may not be successful, resulting in losses to a Fund, and the cost of such strategies may reduce a Fund’s returns. Derivatives also expose the fund to the credit risk of the derivative counterparty. In addition, a Fund may use derivatives for non-hedging purposes may increase a Fund’s potential for loss.

The JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund may also use zero-coupon securities, dollar-rolls, forward commitments, and repurchase agreements. Zero-coupon securities are more sensitive to changes in interest rates than ordinary interest-paying securities. As a result, they may be more volatile than other types of investments. Dollar-rolls, forward commitments and repurchase agreements involve some risk to a Fund if the other party does not meet its obligation under the agreement.

Since the JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund employ a tax-sensitive strategy, the Funds are exposed to the risk that derivatives may, for tax purposes, affect the character of gain and loss realized by a Fund, accelerate recognition of income to a Fund, affect the holding period of a Fund’s assets and defer recognition of certain of a Fund’s losses.

Equity Market Risk. The price of equity securities may rise or fall because of changes in the broad market or changes in a company’s financial condition, sometimes rapidly or unpredictably. These price movements may result from factors affecting individual companies, sectors or industries selected for a Fund’s portfolio or the securities market as a whole, such as changes in economic or political conditions. Equity securities are subject to “stock market risk,” meaning that stock prices in general (or in particular, the prices of the types of securities in which a Fund invests) may decline over short or extended periods of time. When the value of a Fund’s securities goes down, your investment in the Fund decreases in value.

ETF and Investment Company Risk. If a Fund invests in shares of another investment company, shareholders will bear both their proportionate share of the Fund’s expenses and similar expenses of the underlying investment company when the Fund invests in shares of another investment company. The price and movement of an investment company that is an Exchange Traded Fund (“ETF”) may not track the underlying index and may result in a loss.

Foreign Securities Risk. To the extent a Fund invests in foreign securities, these investments may be riskier than investments in U.S. securities. These risks include political and economic risks, greater volatility, currency fluctuations, higher transaction costs, delayed settlement, possible foreign controls on investment and less stringent investor protection and disclosure standards of some foreign markets, all of which could adversely affect a Fund’s investments in a foreign country. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. If foreign securities are denominated and traded in a foreign currency, the value of a Fund’s foreign holdings can be affected by currency exchange-rates and exchange control regulations.

Foreign Securities and Emerging Market Risks. If a Fund may invest in securities of foreign issuers, an investment in that Fund is subject to special risks in addition to those of U.S. investments. These risks include political and economic risks, greater volatility, currency fluctuations, higher transaction costs, delayed settlement, possible foreign controls on investment, and less stringent investor protection and disclosure standards of foreign markets. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. If foreign securities are denominated and traded in a foreign currency, the value of a Fund’s foreign holdings can be affected by currency exchange rates and exchange control regulations.

The risks associated with foreign securities are magnified in countries in “emerging markets.” These countries may have relatively unstable governments and less-established market economies than developed countries and you should be able to sustain sudden, and sometimes substantial, fluctuations in the value of your investments. Emerging markets may face greater social, economic, regulatory and

political uncertainties. These risks make emerging market securities more volatile and less liquid than securities issued in more developed countries. A Fund’s investments in foreign and emerging market securities may also be subject to foreign withholding taxes. As a result, a Fund’s yield on those securities would be decreased.

Geographic Concentration Risk (JPMorgan Kentucky Municipal Bond Fund only). Because the Fund is not diversified and because it concentrates its investments in the securities of issuers in Kentucky, risks arise which might not be present if the Fund invested in securities of issuers located in additional states. Because of limitations in Kentucky’s constitution, securities issued by Kentucky and its agencies are general obligations of the issuer only in those very rare instances when they are approved by the voters in a statewide referendum. In all other instances, payment is dependent on only the revenues generated directly from the properties financed by the securities or on the lease payments from a user, which may be bound only by a short-term lease. Securities issued by counties, cities, taxing districts and other political subdivisions of Kentucky are not so restricted but are subject to various other limitations. Securities issued by some other states or their agencies or political subdivisions are not subject to limitations such as those contained in Kentucky’s constitution.

Geographic Concentration Risk (JPMorgan Louisiana Municipal Bond Fund only). Because the Fund is not diversified and because it concentrates its investments in the securities of issuers in Louisiana, certain factors affecting Louisiana may have a disproportionately negative impact on the Fund’s investments. In addition to typical factors impacting the Louisiana economy such as overall economic conditions, constitutional amendments, legislative and executive measures, and voter initiatives, Hurricane Katrina and Hurricane Rita have had a significant impact upon the Louisiana state economy and more directly on that of the economy of New Orleans and its surrounding areas. Louisiana’s economy is heavily dependent on a single industry — the energy industry (oil and gas). However, prior to the hurricanes, Louisiana had made significant efforts to diversify its economy with the tourism industry as a whole having become the second largest private employer in the State. It is likely that the Louisiana economy and these industries in particular will suffer financial or operational difficulties resulting from the effects of the hurricanes, and these anticipated difficulties could adversely affect the ability of Louisiana municipal issuers to make prompt payments of principal and interest. The default or credit-rating downgrade of one of these issuers could adversely affect the market value and marketability of all Louisiana municipal securities and have a negative impact on the Fund’s performance.

Geographic Concentration Risk (JPMorgan West Virginia Municipal Bond Fund only). Because the West Virginia Municipal Bond Fund is not diversified and because it concentrates its investments in the securities of issuers in West Virginia, certain factors affecting West Virginia, including economic conditions, constitutional amendments, and legislative and executive measures may have a

disproportionately negative effect on the Fund’s investments. For example, coal mining and related industries are an important part of the West Virginia economy. Increased government regulation and environmental concerns and litigation have adversely affected that industry.

Government Securities Risk. Securities issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac are not issued directly by the U.S. government. Ginnie Mae is a wholly-owned U.S. corporation that is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest of its securities. By contrast, securities issued or guaranteed by U.S. government-related organizations such as Fannie Mae and Freddie Mac are not backed by the full faith and credit of the U.S. government. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law.

High Portfolio Turnover Risk. Portfolio turnover may vary greatly from year to year a well as within a particular year. High portfolio turnover (e.g., over 100%) may involve correspondingly greater expenses to a Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in such securities. Such sales may also result in realization of taxable gain, including short-term capital gain that will generally be taxable to shareholders as ordinary income, and may adversely impact a Fund’s after-tax returns. The trading costs or tax effects associated with portfolio turnover may adversely affect a Fund’s performance.

High Yield Securities Risk. High yield, high risk securities (also known as junk bonds) may be issued by companies which are highly leveraged, less creditworthy or financially distressed. Although these investments generally provide a higher yield than higher-rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses. These securities are subject to greater risk of loss, greater sensitivity to interest rate and economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. The market price of these securities can change suddenly and unexpectedly. As a result, a Fund (except for the JPMorgan Short Term Bond Fund) is intended for investors who are able and willing to assume a high degree of risk.

Interest Rate Risk (applicable to all of the Funds except the JPMorgan Tax Aware Enhanced Income Fund, the JPMorgan Tax Aware Short-Intermediate Income Fund and the JPMorgan Short-Intermediate Municipal Bond Fund). For Funds that mainly invest in bonds and other debt securities, these securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of a Fund’s investments generally declines. On the other hand, if rates fall, the value of the investments generally increases. Your investment will decline in value if the value of the investments decreases. Securities with greater interest rate sensitivity and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value. Usually, the changes in the value of fixed income securities will not affect cash income generated, but may affect the value of your investment.

Interest Rate Risk (applicable to the JPMorgan Short-Intermediate Municipal Bond Fund only). Fixed income securities are subject to the risk that a rise in interest rates will cause their values to fall. Fixed income securities that have comparatively longer durations are susceptible to greater declines when interest rates rise than those fixed income securities with shorter durations. In order to limit the risk posed by rising interest rates and to keep the Fund’s share price within a relatively narrow range, the Fund invests in short duration fixed income securities. However, by pursuing this short duration strategy, the Fund risks offering less income than funds that pursue longer duration fixed income securities, and in times of declining interest rates, at which time the values of fixed income securities rise, the Fund may offer total lower returns than funds that invest in fixed income securities with longer durations.

Interest Rate Risk (applicable to the JPMorgan Tax Aware Enhanced Income Fund and the JPMorgan Tax Aware Short-Intermediate Income Fund only). The Fund mainly invests in bonds and other debt securities. These securities will increase or decrease in value based on changes in interest rates. If rates increase, the value of the Fund’s investments generally declines. On the other hand, if rates fall, the value of the investments generally increases. Fixed income securities that have comparatively longer durations are susceptible to greater declines when interest rates rise than those fixed income securities with shorter durations. In order to limit the risk posed by rising interest rates and to keep the Fund’s share price within a relatively narrow range, the Fund invests in short duration fixed income securities. However, by pursuing this short duration strategy, the Fund risks offering less income than funds that pursue longer duration fixed income securities, and in times of declining interest rates, at which time the values of fixed income securities rise, the Fund may offer total lower returns than funds that invest in fixed income securities with longer durations.

Loan Risk. Like other high yield, corporate debt instruments, loan assignments and participations (Loans) (including those rated below investment grade) are subject to an increased risk of default in the payment of principal and interest as well as the other risks described under “Interest Rate Risk,” “Credit Risk,” and “High Yield Securities Risk.” Although certain Loans are secured by collateral, a Fund could experience delays or limitations in realizing on such collateral or have its interest subordinated to other indebtedness of the obligor. Loans are vulnerable to market sentiment such that economic conditions or other events may reduce the demand for Loans and cause their value to decline rapidly and unpredictably. Although a Fund limits its investments in illiquid securities to no more than 15% of a Fund’s net assets at the time of purchase, Loans that are deemed to be liquid at the time of purchase may become illiquid. No active trading market may exist for some of the Loans and certain Loans may be subject to restrictions on resale. The inability to dispose of Loans in a timely fashion could result in losses to a Fund. Because some Loans that a Fund invests in may have a more limited secondary market, liquidity risk is more pronounced for a Fund than for funds that

invest primarily in other types of fixed income instruments or equity securities. Typically, Loans are not registered securities and are not listed on any national securities exchange. Consequently, there may be less public information available about a Fund’s investments and the market for certain Loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. As a result, a Fund may be more dependent upon the analytical ability of its adviser. Affiliates of the adviser may participate in the primary and secondary market for Loans. Because of limitations imposed by applicable law, the presence of the adviser’s affiliates in the Loan market may restrict a Fund’s ability to acquire some Loans, affect the timing of such acquisition or affect the price at which the Loan is acquired. Also, because the adviser may wish to invest in the publicly traded securities of an obligor, it may not have access to material non-public information regarding the obligor to which other investors have access.

Municipal Obligations Risk (JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund only). Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently, and these and other municipalities could, potentially, continue to experience significant financial problems resulting from lower tax revenues and/or decreased aid from state and local governments in the event of an economic downturn. This could decrease a Fund’s income or hurt the ability to preserve capital and liquidity.

Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue.

Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to a Fund could increase if the banking or financial sector suffers an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization. If such events were to occur, the value of the security could decrease or the value could be lost entirely, and it may be difficult or impossible for a Fund to sell the security at the time and the price that normally prevails in the market. Interest on municipal obligations, while generally exempt from federal income tax, may not be exempt from federal alternative minimum tax.

Municipal Obligations Risk (JPMorgan Short-Intermediate Municipal Bond Fund, JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund, JPMorgan West Virginia Municipal Bond Fund and JPMorgan Intermediate Tax Free Bond Fund only). Changes in a municipality’s financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This

could decrease a Fund’s income or hurt the ability to preserve capital and liquidity. Under some circumstances, municipal obligations might not pay interest unless the state legislature or municipality authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risk. For example they may be difficult to trade or interest payments may be tied only to a specific stream of revenues. Certain of the municipal securities may be insured. Some of the underlying providers of insurance have recently had their credit rating downgraded, and could potentially default on their obligations in the future. If such events were to occur, the value of the security could decrease or the value could be lost entirely, and it may be difficult or impossible for a Fund to sell the security at the time and the price that normally prevails in the market. Furthermore, there may be times that, in the opinion of the adviser, municipal securities of sufficient quality are not available for a Fund to be able to invest in accordance with its normal investment policies. During such times, or in response to other unusual market conditions, the adviser may invest any portion of a Fund’s assets in securities subject to federal income tax, or may hold any portion of a Fund’s assets in cash.

Non-Diversified Fund Risk. If non-diversified, a Fund may invest a greater percentage of its assets in a particular issuer or group of issuers than a diversified fund would. This increased concentration in fewer issuers may result in a Fund’s shares being more sensitive to economic results among those issuing the securities.

Prepayment and Call Risk. The issuer of mortgage-backed and asset-backed securities and other callable securities may be able to repay principal in advance, especially when interest rates fall. Changes in prepayment rates can affect the return on investment and yield of mortgage- and asset-backed securities. When mortgages and other obligations are prepaid and when securities are called, a Fund may have to reinvest in securities with a lower yield. A Fund also may fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss. Furthermore, some asset-backed securities may have additional risk because they may receive little or no collateral protection from the underlying assets, and are also subject to the risk of default described under “Credit Risk.” The risk of such defaults is generally higher in the case of mortgage-backed investments that include so-called “sub-prime” mortgages.

Redemption Risk. The Fund may need to sell its holdings in order to meet shareholder redemption requests. The Fund could experience a loss when selling securities to meet redemption requests if the redemption requests are unusually large or frequent, occur in times of overall market turmoil or declining prices for the securities sold, or when the securities the Fund wishes to or is required to sell are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. Illiquidity can be caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale. Certain securities that were

liquid when purchased may later become illiquid, particularly in times of overall economic distress.

Securities Lending Risk. Securities lending involves counterparty risk, including the risk that the loaned securities may not be returned or returned in a timely manner and/or a loss of rights in the collateral if the borrower or the lending agent defaults. This risk is increased when a Fund’s loans are concentrated with a single or limited number of borrowers. In addition, a Fund bears the risk of loss in connection with its investments of the cash collateral it receives from the borrower. To the extent that the value or return of a Fund’s investments of the cash collateral declines below the amount owed to a borrower, a Fund may incur losses that exceed the amount it earned on lending the security.

Short Selling Risk. Short sales require the Fund to borrow a security to make delivery to the buyer. A Fund may not always be able to borrow a security it wants to sell short. A Fund also may be unable to close out an established short position at an acceptable price, and may have to sell long positions at disadvantageous times to cover its short positions. In addition, a Fund may enter into short sales of instruments such as mortgage TBAs which do not involve borrowing a security. A Fund’s loss on a short sale is potentially unlimited because there is no upward limit on the price a borrowed security could attain.

Taking short positions in securities and investing in derivatives each results in a form of leverage. Leverage involves special risks. There is no assurance that a Fund will leverage its portfolio or, if it does, that the use of leverage will result in a higher return on your investment. In addition, a Fund may be more volatile than if the Fund had not been leveraged because the leverage tends to exaggerate the effect of any increase or decrease in the value of a Fund’s portfolio securities.

Sovereign Debt Securities Risk. Sovereign debt securities are issued or guaranteed by foreign governmental entities. These investments are subject to the risk that a governmental entity may delay or refuse to pay interest or repay principal on its sovereign debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debts that a government does not pay nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected.

Tax Aware Investing Risk. A Fund’s tax aware strategies may reduce the amount of taxable income that you recognize as a result of your investment in a Fund, but will not eliminate it. These strategies may require trade-offs that reduce pre-tax income.

Managing a Fund to maximize after-tax returns may also potentially have a negative effect on a Fund’s performance. Because tax consequences are considered in managing a Fund, a Fund’s pre-tax performance may be lower than that of a similar fund that is not tax-managed.

Temporary Defensive Positions Risk. To respond to unusual circumstances and for cash management purposes, a Fund may invest any portion of its total assets in cash and cash equivalents. These investments may prevent a Fund from meeting its investment objective.

Temporary Defensive Positions and Redemption Risks. To respond to unusual circumstances and for cash management purposes, a Fund may invest any portion of its total assets in cash and cash equivalents. These investments may prevent a Fund from meeting its investment objective. A Fund may have to sell securities at a loss in order to fund shareholder redemptions.

Zero Coupon Bond Risk. The market value of a zero coupon bond is generally more volatile than the market value of other fixed income securities with similar maturities that pay interest periodically. In addition, federal income tax law requires that the holder of a zero coupon bond accrue a portion of the discount at which the bond was purchased as taxable income each year, even though the holder receives no interest payment on the bond during the year. A Fund must distribute substantially all of its net income (including non-cash income attributable to zero coupon bonds) to its shareholders each year to maintain its status as a registered investment company and to eliminate tax at a Fund level. Accordingly, such accrued discount must be taken into account in determining the amount of taxable distributions to shareholders. A Fund may consequently have to dispose of portfolio securities under disadvantageous circumstances to generate cash to satisfy such distribution requirements. These actions may reduce the assets to which a Fund’s expenses could otherwise be allocated and may reduce a Fund’s rate of return.

Investment Restrictions

In addition to the investment objectives and strategies described above, each Fund has adopted certain fundamental and non-fundamental investment restrictions. Please refer to Appendix D for a summary of these fundamental and non-fundamental restrictions across the Funds.

INFORMATION ABOUT THE REORGANIZATIONS

The Reorganization Agreement

The following summary of the Reorganization Agreement is qualified in its entirety by reference to the Reorganization Agreement between JPMorgan Trust I and JPMorgan Trust II attached to this Proxy Statement/Prospectus as Appendix B. The Reorganization Agreement provides that each Acquiring Fund will acquire all of the assets, subject to all of the liabilities, of the corresponding Acquired Fund in exchange for shares of the corresponding Acquiring Fund. Subject to the satisfaction of the conditions described below, the transactions are scheduled to occur after the close of business on June 26, 2009, or on another date as the parties may agree (“Closing Date”). The net asset value per share of each Acquired Fund and the net asset value per share of the Acquiring Fund will be determined by dividing the Fund’s assets, less liabilities, by the total number of its outstanding shares on a class-by-class basis. The method of valuation employed will be in accordance with the valuation procedures of the Acquiring Funds (which are identical to those of the Acquired Funds) and are described in the Acquiring Funds’ prospectuses and Statements of Additional Information.

The number of full and fractional shares of the corresponding Acquiring Fund you will receive in the Reorganization will be equal in aggregate net asset value to the aggregate net asset value of your shares in the Acquired Fund as of the close of business of the NYSE, usually 4:00 pm New York time, on the Closing Date on a class-by-class basis. As promptly as practicable after the Closing Date, the Acquired Fund will liquidate and distribute pro rata to its shareholders of record as of the close of business on the Closing Date the shares of the corresponding Acquiring Fund received by the Acquired Fund in the Reorganization for each class of shares. Each Acquired Fund will accomplish the liquidation and distribution with respect to each class of its shares by the transfer of the corresponding Acquiring Fund shares then credited to the account of the Acquired Fund onto the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund’s shareholders. The aggregate net asset value of Acquiring Fund shares to be credited to Acquired Fund shareholders will be equal to the aggregate net asset value of the shares of beneficial interest of the Acquired Fund of the corresponding class owned by Acquired Fund shareholders on the Closing Date. All issued and outstanding shares of the Acquired Funds will simultaneously be canceled on the books of the Acquired Funds. The Acquiring Funds will not issue certificates in connection with such exchange.

After such distribution, the Acquired Funds will take all necessary steps under Delaware law, their Declarations of Trust and any other applicable law to effect a complete termination of the Acquired Funds.

The Board of Trustees of JPMorgan Trust I has determined with respect to each of the Trust I Acquired Funds and Trust I Acquiring Fund and the Board of Trustees of JPMorgan Trust II has determined with respect to the Trust II Acquired Funds and Trust II Acquiring Funds that participation in the Reorganizations is in the best interests of each of those Funds and that the interests of the shareholders of each of those Funds will not be diluted as a result of each Reorganization. JPMIM or JPMIA, as applicable, JPMDS and/or JPMFM will waive their fees and/or reimburse the Fund in an amount sufficient to offset the costs incurred by the Fund relating to each Reorganization, including the cost of any proxy soliciting, but excluding brokerage fees and brokerage expenses related to the disposition and acquisition of Fund assets incurred in connection with the Reorganization.

The Reorganization Agreement may be terminated and any Reorganization may be abandoned at any time prior to the consummation of such Reorganization, before or after approval by the shareholders of the Acquired Fund, if circumstances should develop that, in the respective Boards’ opinions, make proceeding with a particular Reorganization inadvisable. The Reorganization Agreement provides that the Funds may waive compliance with any of the covenants or conditions made therein for the benefit of any Fund, other than the requirements that: (i) the Reorganization Agreement be approved by shareholders of the Acquired Fund; and (ii) each Acquiring Fund and each Acquired Fund receives an opinion from Ropes & Gray LLP (or other suitable counsel) that the transactions contemplated by the Reorganization Agreement will constitute a tax-free reorganization for federal income tax purposes.

Approval of the Reorganization Agreement by and for any Acquired Fund will require the affirmative vote of the shares of such Acquired Fund, as described below. See “VOTING INFORMATION” below. The Reorganization of each Acquired Fund is not contingent on the approval of any other Reorganization of any other Acquired Fund. Therefore, the failure of shareholders to approve any one Reorganization will not affect the closing of any other Reorganization.

Shareholders of record of the Acquired Funds as of the Closing Date will receive shares of the corresponding Acquiring Fund in accordance with the procedures provided for in the Reorganization Agreement, as described above. Each such share will be fully paid and non-assessable when issued and will have no pre-emptive or conversion rights.

Description of the Acquiring Funds’ Shares

Full and fractional shares of the Class A, Class B, Class C, Select Class, Institutional Class and Ultra Shares of each of the Acquiring Funds, as applicable, will be issued to the Acquired Fund’s shareholders in accordance with the procedures detailed in the Reorganization Agreement. The Acquiring Funds do not issue share certificates. The shares of the Acquiring Funds to be issued to Acquired Fund shareholders and recorded on the shareholder records of the transfer agent will have no pre-emptive or conversion rights, as more fully described below in “How

to Do Business with the Funds” attached as Appendix C to this Proxy Statement/Prospectus.

Reasons for the Reorganizations and Board Considerations

As noted above, the Reorganization has been approved by the Boards of Trustees of JPMorgan Trust I and JPMorgan Trust II.

The proposed Reorganizations were presented for consideration to the Boards of JPMorgan Trust I and JPMorgan Trust II at a board meeting in November 2008, and were approved on February 18, 2009. Following presentations by JPMIA, JPMIM and JPMFM, the Boards of Trustees of JPMorgan Trust I and JPMorgan Trust II, including all of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds, determined, with respect to the Funds overseen by that Board, that (1) each of the proposed Reorganizations would be in the best interests of each affected Fund that the respective Board oversees, and (2) each of the proposed Reorganizations would not result in the dilution of the interests of the Funds or their shareholders.

In recommending the Reorganizations, the Boards considered a number of factors, including the following:

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the elimination of overlapping or similar product offerings;

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the similarity of the investment objectives, strategies, policies and restrictions of the Acquired Funds in the Reorganizations with those of the Acquiring Funds;

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the investment performance of the Acquiring Funds as compared to that of the Acquired Funds;

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the relative size of the Acquiring and Acquired Funds;

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the fact that the JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and the JPMorgan West Virginia Municipal Bond Fund are relatively small in size compared to the JPMorgan Intermediate Tax Free Bond Fund, which offers a greater diversification of investments and have not garnered significant assets;

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the effect the Reorganizations would have on annual fund operating expenses, shareholder fees and expenses;

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the direct and indirect federal income tax consequences of the Reorganizations, including the availability of capital loss carryforwards;

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JPMIM or JPMIA, as applicable, the Administrator and the Distributor will waive their fees and/or reimburse expenses of the Funds in an amount sufficient to offset the costs incurred by the Funds relating to the Reorganizations. These waivers and reimbursements will not include brokerage fees and brokerage expenses related to the disposition and acquisition of Fund assets;

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any potential dilutive factors of the Reorganizations; and

•

potential alternatives to the proposed Reorganizations such as selling or liquidating the Acquired Funds.

The Boards of Trustees of JPMorgan Trust I and JPMorgan Trust II considered the potential consequences to shareholders of the Funds from each of the specific Reorganizations. In their deliberations, each Trustee may have attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately with respect to each Fund. The Trustees also took into account those interests of each Fund that were in common with those of the other Funds for which Reorganizations are proposed.

Significantly in this respect, JPMIA, JPMIM, JPMDS and JPMFM have contractually agreed to waive fees or reimburse the expenses of the Acquiring Funds, as needed, in order to assure that, for the Acquired Funds in the Reorganizations, the net expense level for the Acquiring Funds is equal to or less than the net expense levels (excluding any fees and expenses associated with investment in other funds, dividend expenses related to short sales, interest (including interest related to investments in inverse floaters), taxes, and extraordinary expenses and expenses related to the Board of Trustees’ deferred compensation plan) in effect prior to the Reorganization for the Acquired Fund class. These contractual fee waivers and expense reimbursements will continue in effect through June 30, 2010. There is no guarantee such waivers/reimbursements will be continued after June 30, 2010.

The Boards also noted favorably that the Reorganizations would be structured as federal tax-free transactions. For purposes of federal tax consequences to the Funds and their shareholders, there would be no significant adverse tax consequences for affected shareholders. However, as a result of the Reorganizations, the Acquired Funds and their shareholders may lose the benefit of certain tax losses that could have been used to offset or defer the distribution of future gains. In addition, any Acquired Fund tax losses available after the application of the loss limitation rules would be spread over the larger asset base of the combined Fund, and its potential tax benefits spread over a larger shareholder base. The Boards also noted that JPMIA or JPMIM, as applicable, JPMFM and/or JPMDS, would waive fees or reimburse the Funds for the costs and expenses of the Reorganizations, except for brokerage fees and brokerage expenses related to the disposition and acquisition of Fund assets, which would be borne by the Funds.

THE BOARDS OF THE JPMORGAN TRUST I AND JPMORGAN TRUST II, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT SHAREHOLDERS OF THE ACQUIRED FUNDS APPROVE THE REORGANIZATIONS.

Federal Income Tax Consequences

Each Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization described in Section 368(a) of the Internal Revenue Code

of 1986, as amended (the “Code”). In each case, as a condition to the closing of each Reorganization, the Acquired Fund and Acquiring Fund will receive a legal opinion from Ropes & Gray LLP (or other suitable counsel) to the effect that for federal income tax purposes:

(1) The transfer of the Acquired Fund’s assets to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption of the Acquired Fund’s liabilities, followed by a distribution of those shares to the shareholders of the Acquired Fund and the termination of the Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(2) Under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund;

(3) Under Section 362(b) of the Code, the basis in the hands of the Acquiring Fund of the assets of the Acquired Fund transferred to the Acquiring Fund in the Reorganization will be the same as the basis of such assets in the hands of the Acquired Fund immediately prior to the transfer;

(4) Under Section 1223(2) of the Code, the holding periods of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund;

(5) Under Section 361 of the Code, no gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund’s assets to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, or upon the distribution (whether actual or constructive) by the Acquired Fund of shares of the Acquiring Fund to the shareholders of the Acquired Fund in liquidation;

(6) Under Section 354 of the Code, the shareholders of the Acquired Fund will not recognize a gain or loss upon the exchange of their shares of the Acquired Fund solely for shares of the Acquiring Fund as part of the Reorganization;

(7) Under Section 358 of the Code, the aggregate basis of the shares of the Acquiring Fund that the shareholders of the Acquired Fund receive in connection with the Reorganization will be the same as the aggregate basis of their respective shares in the Acquired Fund exchanged therefor;

(8) Under Section 1223(1) of the Code, the holding period for the shares of the Acquiring Fund that a shareholder of the Acquired Fund receives in the Reorganization will include the period for which it held the shares of the Acquired Fund exchanged therefor, provided that on the date of the exchange it held such shares of the Acquired Fund as capital assets; and

(9) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and Regulations thereunder.

The opinion will be based on certain factual certifications made by the Acquired Fund and the Acquiring Fund and will also be based on customary assumptions. It is possible that the Internal Revenue Service (“IRS”) could disagree with counsel’s opinion. Opinions of counsel are not binding upon the IRS or the courts.

Counsel will express no view with respect to the effect of the Reorganization on any transferred assets as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon termination thereof, or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction.

Prior to the closing of each Reorganization, the Acquired Fund will, and the Acquiring Fund may, declare a distribution to shareholders that together with all previous distributions will have the effect of distributing to shareholders all of its investment company taxable income (computed without regard to the deduction for dividends paid) and net realized capital gains (after reduction by any available capital loss carryforwards), if any, through the closing of the Reorganization. These distributions will be taxable to shareholders.

Each of the Acquiring Fund’s ability to carry forward and use pre-Reorganization capital losses of either the Acquiring Fund or the Acquired Fund may be limited. Under Section 381 of the Code, for the taxable year ending after the closing date of the Reorganization, only that percentage of the Acquiring Fund’s capital gain net income for such taxable year (excluding capital loss carryforwards) as corresponds to the portion of its year that remains following the Reorganization can be reduced by capital loss carryforwards (including as otherwise limited) of the Acquired Fund. In addition, the loss limitation rules of Sections 382 and 383 of the Code will apply. First, one Fund’s “pre-acquisition losses” (including capital loss carryforwards, net current-year capital losses, and unrealized losses that exceed certain thresholds) cannot be used to offset unrealized gains in another Fund that are “built in” (unrealized) at the time of the Reorganization and that exceed certain thresholds (“non-de minimis built-in gains”) for five calendar years. Second, a portion of a Fund’s pre-acquisition losses may become unavailable to offset any gains at all. Third, any remaining pre-acquisition losses will offset capital gains realized after the Reorganization and this will reduce subsequent capital gain distributions to a broader group of shareholders than would have been the case absent such Reorganization. Therefore, in certain circumstances, former shareholders of a Fund may pay taxes sooner, or pay more taxes, than they would have had a Reorganization not occurred.

In addition, since the shareholders of each of the Acquired Funds will receive shares of the respective Acquiring Fund, they will be allocated a proportionate

share of any “built-in” (unrealized) gains in the Acquiring Fund’s assets, as well as any taxable gains realized by the Acquiring Fund but not distributed to its shareholders prior to the Reorganization, when such gains are eventually distributed by the Acquiring Fund.

The realized and unrealized gains and losses of each of the Acquired Fund and the Acquiring Fund at the time of the Reorganization will determine the extent to which the combining Funds’ respective losses, both realized and unrealized, will be available to reduce gains realized by the combined Fund following the Reorganization, and consequently the extent to which the combined Fund may be required to distribute gains to its shareholders earlier than would have been the case absent the Reorganization.

The impact of the rules described above will depend on the relative sizes of, and the losses and gains (both realized and unrealized) in, each of the Acquired Fund and the Acquiring Fund at the time of the Reorganization and thus cannot be calculated precisely at this time.

However, based on data through December 31, 2008, the Reorganizations are expected to result in loss limitations and loss forfeitures as described below. However, since the Reorganizations are not expected to close until June 2009, these limitations and any potential forfeitures may change significantly between now and the completion of the Reorganizations. Further, a Fund’s ability to use a loss (even in the absence of Reorganization) depends on factors other than the loss limitations, such as future realization of capital gains or losses. In addition, absent the Reorganizations, each of the Acquired Funds would be limited to using its capital loss carryforwards in each of the eight taxable years succeeding the loss year.

As a result of the Reorganization of JPMorgan Bond Fund into JPMorgan Core Plus Bond Fund, the potential use of JPMorgan Bond Fund’s losses is expected to be significantly restricted. As of February 29, 2008, JPMorgan Bond Fund had approximately $48 million in capital loss carryforwards. As of December 31, 2008, JPMorgan Bond Fund also had realized book-basis losses of approximately $207 million; this figure will change prior to the Reorganization. Based on JPMorgan Bond Fund’s net assets as of December 31, 2008, after the Reorganization the combined fund would be limited to using approximately $7.7 million of JPMorgan Bond Fund’s pre-Reorganization losses annually. In addition, any potential tax benefits from those losses would be spread over the larger shareholder base of the combined fund. There is no assurance that JPMorgan Bond Fund would be able to use its capital loss carryforwards in the absence of the Reorganization since that would depend on the realization of gains prior to the expiration of such losses.

As a result of the Reorganization of JPMorgan Short Term Bond Fund into JPMorgan Short Duration Bond Fund, the potential use of JPMorgan Short Term Bond Fund’s losses is expected to be significantly restricted. As of February 29, 2008, JPMorgan Short Term Bond Fund had approximately $45 million in capital loss

carryforwards. As of December 31, 2008, JPMorgan Short Term Bond Fund also had realized book-basis losses of approximately $46 million; this figure will change prior to the Reorganization. Based on JPMorgan Short Term Bond Fund’s net assets as of December 31, 2008, after the Reorganization the combined fund would be limited to using approximately $1 million of JPMorgan Short Term Bond Fund’s pre-Reorganization losses annually. In addition, any potential tax benefits from those losses would be spread over the larger shareholder base of the combined fund. There is no assurance that JPMorgan Short Term Bond Fund would be able to use its capital loss carryforwards in the absence of the Reorganization since that would depend on the realization of gains prior to the expiration of such losses.

As a result of the Reorganization of each of JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund into JPMorgan Short-Intermediate Municipal Bond Fund, the potential use of JPMorgan Tax Aware Enhanced Income Fund’s and JPMorgan Tax Aware Short-Intermediate Income Fund’s losses, respectively, are expected to be significantly restricted. As of October 31, 2008, each of JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund had approximately $26 million apiece in capital loss carryforwards. As of December 31, 2008, JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund also had realized book-basis losses of approximately $358,000 and $940,000, respectively; these figures will change prior to the Reorganization. Based on JPMorgan Tax Aware Enhanced Income Fund’s net assets as of December 31, 2008, after the Reorganization the combined fund would be limited to using approximately $3.5 million of JPMorgan Tax Aware Enhanced Income Fund’s pre-Reorganization losses annually. Based on JPMorgan Tax Aware Short-Intermediate Income Fund’s net assets as of December 31, 2008, after the Reorganization the combined fund would be limited to using approximately $12.2 million of JPMorgan Tax Aware Short-Intermediate Income Fund’s pre-Reorganization losses annually. In addition, with respect to each Reorganization, any potential tax benefits from those losses would be spread over the larger shareholder base of the combined fund. There is no assurance that either JPMorgan Tax Aware Enhanced Income Fund or JPMorgan Tax Aware Short-Intermediate Income Fund would be able to use its capital loss carryforwards in the absence of the Reorganization since that would depend on the realization of gains prior to the expiration of such losses.

As a result of the Reorganization of JPMorgan Intermediate Bond Fund into JPMorgan Core Bond Fund, the potential use of JPMorgan Intermediate Bond Fund’s losses is not expected to be significantly restricted. As of February 29, 2008, JPMorgan Intermediate Bond Fund had approximately $21 million in capital loss carryforwards. As of December 31, 2008, JPMorgan Intermediate Bond Fund also had realized book-basis losses of approximately $10.7 million; this figure will

change prior to the Reorganization. Any potential tax benefits from those losses would be spread over the larger shareholder base of the combined fund.

As a result of the Reorganization of each of JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund, and JPMorgan West Virginia Municipal Bond Fund into JPMorgan Intermediate Tax Free Bond Fund, the potential use of each of these Acquired Fund’s losses is not expected to be significantly restricted. As of February 29, 2008, JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund had approximately $90,000, $144,000 and $624,000, respectively, in capital loss carryforwards. Any potential tax benefits from those losses would be spread over the larger shareholder base of the combined fund. As of December 31, 2008, each of these Acquired Funds had realized book-basis capital gains.

This description of the federal income tax consequences of the Reorganization does not take into account shareholders’ particular facts and circumstances. Consult your own tax adviser about the effect of state, local, foreign, and other tax laws.

INFORMATION ABOUT MANAGEMENT OF
THE ACQUIRING FUNDS

JPMorgan Investment Advisors Inc. is the investment adviser to the JPMorgan Core Plus Bond Fund, the JPMorgan Short Duration Bond Fund, the JPMorgan Core Bond Fund and the JPMorgan Short-Intermediate Municipal Bond Fund (the “JPMIA Acquiring Funds”). JPMIA, 1111 Polaris Parkway, Columbus, OH 43240, makes the day-to-day investment decisions for the JPMIA Acquiring Funds and continuously reviews, supervises and administers the JPMIA Acquiring Funds’ investment programs. JPMIA performs its responsibilities subject to the supervision of, and policies established by, the Board of Trustees of the Acquiring Funds. JPMIA is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. (“JPMorgan Chase”).

During the fiscal year ended February 29, 2008, the following advisory fees (net of waivers) were paid to JPMIA at an annual rate as a percentage of each JPMIA Acquiring Fund’s average daily net assets:

J.P. Morgan Investment Management Inc. is the investment adviser to the JPMorgan Intermediate Tax Free Bond Fund (the “JPMIM Acquiring Fund”).

JPMIM, 245 Park Avenue, New York, NY 10167, makes the day-to-day investment decisions for the JPMIM Acquiring Funds and continuously reviews, supervises and administers the JPMIM Acquiring Funds’ investment program. JPMIM performs its responsibilities subject to the supervision of, and policies established by, the Board of Trustees of the Acquiring Funds advised by JPMIM. JPMIM is a wholly-owned subsidiary of J.P. Morgan Asset Management Holdings Inc., which is a wholly-owned subsidiary of JPMorgan Chase.

During the fiscal year ended February 29, 2008, the following advisory fees (net of waivers) were paid to JPMIM at an annual rate as a percentage of each JPMIM Acquiring Fund’s average daily net assets:

JPMorgan Intermediate Tax Free Bond Fund

0.30%

A discussion of the basis the Board of Trustees of the Trusts used in reapproving the investment advisory agreement for the Acquiring Funds is available in the semi-annual reports for these Funds dated August 31, 2008.

All of the Reorganizations except for the JPMorgan Intermediate Bond Fund merging into the JPMorgan Core Bond Fund will result in a change in the Acquired Fund’s adviser. Following the Reorganization, the shareholders of the JPMorgan Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund, which are currently advised by JPMIM, will become shareholders of funds advised by JPMIA. Likewise, following the Reorganization, the shareholders of the JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund, which are currently advised by JPMIA, will become shareholders of funds advised by JPMIM. JPMIM and JPMIA are affiliated through their parent entity, JPMorgan Chase. Furthermore, although the adviser will change, the investment advisory agreements for the Acquiring Funds are similar to those of the Acquired Funds.

Additional Compensation to Financial Intermediaries

JPMIM, JPMIA, JPMDS and, from time to time, other affiliates of JPMorgan Chase may also, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries whose customers invest in shares of the JPMorgan Funds. For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS. These additional cash payments are payments over and above any sales charges (including Rule 12b-1 fees), shareholder servicing, sub-transfer agency and/or networking fees that are paid to such Financial Intermediaries, as described elsewhere in this proxy statement/ prospectus. These additional cash payments are generally made to Financial Intermediaries that provide shareholder, sub-transfer agency or administrative services or marketing support. Marketing

support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or select sales list, or other sales programs and/or for training and educating a Financial Intermediary’s employees. These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Fund shareholders. JPMIM or JPMIA, as applicable and JPMDS may also pay cash compensation in the form of finders’ fees that vary depending on the JPMorgan Fund and the dollar amount of shares sold. Such additional compensation may provide such Financial Intermediaries with an incentive to favor sales of shares of the JPMorgan Funds over other investment options they make available to their customers.

Performance of the Acquiring Funds

Following each Reorganization, the Acquiring Fund will be the accounting and performance survivor.

The bar charts and tables that follow provide some indication of the risk of an investment in each Acquiring Fund by showing changes in the Funds’ performance from year to year. The bar charts show the performance for one class of each Acquiring Fund for each full calendar year since inception or over the past ten years. The table shows each Fund’s average annual total returns for different calendar periods over the past ten years.

The performance figures in the tables for Class A Shares reflect the deduction of the maximum front-end sales load and the performance for Class B and Class C Shares reflects the deduction of the applicable contingent deferred sales load.

Past performance is not necessarily an indication of how any of the Funds will perform in the future.

These calculations assume that all dividends and distributions are reinvested in the Funds. Some of the companies that provide services to the Funds have in the past agreed not to collect some expenses and to reimburse others. Without these agreements, the performance figures would have been lower than shown. To obtain current yield information call (800) 480-4111 or visit www.jpmorganfunds.com. Please see “SUMMARY — Comparison of Fees and Expenses” for information about the difference among the share classes.

JPMorgan Core Plus Bond Fund (Select Class Shares)

YEAR-BY-YEAR RETURNS^*,1,2

Best Quarter

3rd quarter, 2001

3.78

Worst Quarter

3rd quarter, 2008

–3.20

The Fund consolidated with the Pegasus Multi-Sector Bond Fund on 3/22/99. For financial reporting purposes, the Pegasus Multi-Sector Bond Fund was considered the accounting survivor. Therefore, all performance information for the Fund for periods prior to 3/22/99 reflects the performance of the Pegasus Multi-Sector Bond Fund and its predecessors.

The Fund’s fiscal year end is the last day of February.

Effective September 15, 2007, some of the Fund’s investment strategies changed. The Fund’s past performance would have been different if the Fund were managed using the current strategies.

Average Annual Total Returns (%) (With Maximum Sales Charges)

Shows performance over time, for periods ended December 31, 2008^*,**


CLASS A
Return Before Taxes	(7.48	)	1.69	3.71
Return After Taxes on Distributions	(9.22	)	0.00	1.69
Return After Taxes on Distributions and Sale of Fund Shares	(4.84	)	0.47	1.94

CLASS B
Return Before Taxes	(9.40	)	1.53	3.58	³

CLASS C***
Return Before Taxes	(5.48	)	1.89	3.47

SELECT CLASS
Return Before Taxes	(3.66	)	2.73	4.36

ULTRA****
Return Before Taxes	(3.44	)	2.90	4.45

BARCLAYS CAPITAL U.S. AGGREGATE INDEX^1,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.24		4.65	5.63

LIPPER INTERMEDIATE INVESTMENT GRADE INDEX^2,ˆ
(Reflects No Deduction for Taxes)	(4.71	)	2.28	4.24

After-tax returns are shown for only the Class A Shares and not the other classes offered by this proxy statement/prospectus, and after-tax returns for these other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Effective September 15, 2007, some of the Fund’s investment strategies changed. The Fund’s past performance would have been different if the Fund were managed using the current strategies.

***

Historical performance shown for Class C Shares prior to its inception on 5/30/00 is based on the performance of Select Class Shares, the original class offered. All prior class performance has been adjusted to reflect the differences in expenses and sales charges between the classes.

****

The performance figures in the table for the period before Ultra Shares were launched on 2/22/05 are based on the Fund’s Select Class Shares, which invest in the same portfolio of securities. Ultra and Select Class Shares would have substantially similar performance because the shares are invested in the same portfolio of securities, and the performance would differ only to the extent that the classes have different expenses.

The Barclays Capital U.S. Aggregate Index (formerly the Lehman Brothers U.S. Aggregate Index) is an unmanaged index that represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges, if applicable.

The performance of the Lipper Intermediate Investment Grade Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Class B Shares automatically convert to Class A Shares after eight years. Therefore, the performance in the “Past 10 Years” column represents a combination of Class A and Class B operating expenses.

Investors cannot invest directly in an index.

JPMorgan Short Duration Bond Fund (Select Class Shares)

YEAR-BY-YEAR RETURNS¹

Best Quarter

3rd quarter, 2001

3.24

Worst Quarter

2nd quarter, 2004

–0.90

The Fund’s fiscal year end is the last day of February.

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2008


CLASS A
Return Before Taxes	1.02		2.68	3.93
Return After Taxes on Distributions	(0.28	)	1.48	2.39
Return After Taxes on Distributions and Sale of Fund Shares	0.65		1.57	2.41

SELECT CLASS
Return Before Taxes	3.63		3.42	4.42

ULTRA CLASS*
Return Before Taxes	3.88		3.62	4.52

BARCLAYS CAPITAL 1–3 YEAR GOVERNMENT/CREDIT BOND INDEX^1,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	4.97		3.81	4.79

LIPPER SHORT U.S. GOVERNMENT FUNDS INDEX^2,ˆ
(Reflects No Deduction for Taxes)	3.46		3.13	3.98

After-tax returns are shown for only the Class A Shares and not the other classes offered by this proxy statement/prospectus, and after-tax returns for these other classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangemnets such as 401(k) plans or individual retirement accounts.

The Barclays Capital 1–3 Year Government/Credit Bond Index (formerly the Lehman Brothers 1–3 Year Government/Credit Bond Index) is an unmanaged index of investment grade government and corporate bonds with maturities of one to three years. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges, if applicable.

The performance of the Lipper Short U.S. Government Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

JPMorgan Short-Intermediate Municipal Bond Fund¹ (Select Class Shares)

YEAR-BY-YEAR RETURNS^*,2

Best Quarter

2nd quarter, 2002

2.39

Worst Quarter

2nd quarter, 2004

–1.51

Performance data include performance of the Pegasus Short Municipal Bond Fund for the period before it was consolidated with the Fund on March 22, 1999.

On 4/30/09, the JPMorgan Short Term Municipal Bond Fund will change its name to the JPMorgan Short-Intermediate Municipal Bond Fund and also will change some of its main investment strategies. Performance in the bar chart is that of the JPMorgan Short Term Municipal Bond Fund prior to the change in some of the main investment strategies. Although past performance is not necessarily an indication of how the Fund will perform in the future, in view of these changes, the Fund’s performance shown above might be less pertinent for investors considering whether to purchase shares of the Fund.

The Fund’s fiscal year end is the last day of February.

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2008*


CLASS A
Return Before Taxes	0.24	1.79	2.81
Return After Taxes on Distributions	0.23	1.78	2.79
Return After Taxes on Distributions and Sale of Fund Shares	1.10	1.89	2.81
SELECT CLASS
Return After Taxes	2.76	2.51	3.31

BARCLAYS CAPITAL SHORT MUNICIPAL BOND INDEX^1,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.37	3.23	3.96

LIPPER SHORT MUNICIPAL DEBT FUNDS INDEX^2,ˆ
(Reflects No Deduction for Taxes)	0.96	2.03	2.80

After-tax returns are shown for only the Class A Shares and not the other classes offered by this proxy statement/prospectus, and after-tax returns for these other

classes will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

The performance data include the performance of the Pegasus Short Municipal Bond Fund for the period before it was consolidated with the Fund on March 22, 1999.

The Barclays Capital Short Municipal Bond Index (formerly the Lehman Brothers Short Municipal Bond Index) is an unmanaged index of investment grade, tax-exempt municipal bonds with short-term maturities. The performance of the index does not reflect the deduction of expenses associated with a mutual fund, such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses, including sales charges, if applicable.

The Lipper Short Municipal Debt Funds Index includes expenses associated with mutual funds, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

JPMorgan Core Bond Fund (Select Class Shares)

YEAR-BY-YEAR RETURNS^*,1

Best Quarter

3rd quarter, 2001

5.13

Worst Quarter

2nd quarter, 2004

–2.22

The Fund consolidated with the Pegasus Bond Fund on 3/22/99. The performance information for periods prior to 3/22/99 reflects the performance of the Pegasus Bond Fund and its predecessor.

The Fund’s fiscal year end is the last day of February.

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2008*


CLASS A
Return Before Taxes	(0.09	)	3.35	4.92
Return After Taxes on Distributions	(1.77	)	1.69	2.91
Return After Taxes on Distributions and Sale of Fund Shares	(0.08	)	1.87	2.96

CLASS B
Return Before Taxes	(1.89	)	3.12	4.77	³

CLASS C**
Return Before Taxes	2.12		3.46	4.69

SELECT CLASS
Return Before Taxes	3.96		4.31	5.55

ULTRA CLASS***
Return Before Taxes	4.24		4.48	5.63

BARCLAYS CAPITAL U.S. AGGREGATE INDEX^1,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	5.24		4.65	5.63

LIPPER INTERMEDIATE U.S. GOVERNMENT FUNDS INDEX^2,ˆ
(Reflects No Deduction for Taxes)	8.14		4.75	5.27

The Fund consolidated with the Pegasus Bond Fund on 3/22/99. The performance information for periods prior to 3/22/99 reflects the performance of the Pegasus Bond Fund and its predecessor.

Historical performance shown for Class C Shares prior to its inception on 3/22/99 is based on the performance of Select Class Shares, the original class offered. All prior class performance has been adjusted to reflect the differences in expenses and sales charges between the classes.

***

The performance of the Lipper Intermediate U.S. Government Funds Index includes expenses associated with a mutual fund, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

JPMorgan Intermediate Tax Free Bond Fund (Select Class Shares)

YEAR-BY-YEAR RETURNS¹

Best Quarter

3rd quarter, 2002

4.13

Worst Quarter

2nd quarter, 2004

–2.23

The Fund’s fiscal year end is the last day of February.

AVERAGE ANNUAL TOTAL RETURNS (%) (WITH MAXIMUM SALES CHARGES)

Shows performance over time, for periods ended December 31, 2008*


CLASS A
Return Before Taxes	(1.76	)	2.06	3.60
Return After Taxes on Distributions	(1.76	)	2.04	3.53
Return After Taxes on Distributions and Sale of Fund Shares	0.03		2.27	3.60

CLASS B
Return Before Taxes	(3.59	)	1.49	3.50

CLASS C
Return Before Taxes	0.46		1.85	3.49

SELECT CLASS
Return Before Taxes	2.34		2.78	3.96
Return After Taxes on Distributions	2.34		2.75	3.90
Return After Taxes on Distributions and Sale of Fund Shares	2.81		2.91	3.94

BARCLAYS CAPITAL COMPETITIVE INTERMEDIATE (1–17 YEAR) MATURITIES INDEX^1,ˆ
(Reflects No Deduction for Fees, Expenses or Taxes)	2.49		3.35	4.52

LIPPER INTERMEDIATE MUNICIPAL DEBT FUNDS INDEX^2,ˆ
(Reflects No Deduction for Taxes)	(2.27	)	1.91	3.39

local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

The performance in the table for the period before the Class A, Class B and Class C Shares were launched on December 31, 2003 is based on the performance of Select Class Shares of the Fund, which invest in the same portfolio of securities. During these periods the actual returns of Class A, Class B and Class C Shares would have been lower than those shown because Class A, Class B and Class C Shares have higher expenses than Select Class Shares.

The Barclays Capital Competitive Intermediate (1–17 Year) Maturities Index (formerly the Lehman Brothers Competitive Intermediate (1–17 Year) Maturities Index) represents the performance of municipal bonds with maturities from 1 to 17 years. The performance of the index does not reflect the deduction of expenses associated with a mutual fund such as investment management fees. By contrast, the performance of the Fund reflects the deduction of mutual fund expenses including sales charges, if applicable.

The Lipper Intermediate Municipal Debt Funds Index includes expenses associated with mutual funds, such as investment management fees. These expenses are not identical to the expenses charged by the Fund.

Investors cannot invest directly in an index.

ADDITIONAL INFORMATION ABOUT
THE ACQUIRING FUNDS AND ACQUIRED FUNDS

Information about the JPMorgan Bond Fund, JPMorgan Short Term Bond Fund and the JPMorgan Intermediate Bond Fund is included in the Prospectuses of the JPMorgan Income Funds dated July 1, 2008, as supplemented. Additional information regarding these Funds and the JPMorgan Core Plus Bond Fund, the JPMorgan Short Duration Bond Fund, the JPMorgan Core Bond Fund and the JPMorgan Short-Intermediate Municipal Bond Fund is included in (i) the SAI for each Fund filed July 1, 2008, as supplemented; (ii) the Annual Reports for each Fund for the 12-month period ended February 29, 2008; and (iii) the Semi-Annual Reports for each Fund for the six-month period ended August 31, 2008.

Information about the JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund, and JPMorgan West Virginia Municipal Bond Fund is included in the Prospectus of the JPMorgan Municipal Bond Funds (Class A, B and C Shares) dated July 1, 2008, as supplemented. Additional information regarding these Funds and the JPMorgan Intermediate Tax Free Bond Fund and the JPMorgan Short-Intermediate Municipal Bond Fund is included in (i) the SAI for each Fund filed July 1, 2008, as supplemented; (ii) the Annual Reports for each Fund for the 12-month period ended February 29, 2008; and (ii) the Semi-Annual Reports for each Fund for the six-month period ended August 31, 2008.

Information about the JPMorgan Tax Aware Enhanced Income Fund and the JPMorgan Tax Aware Short-Intermediate Income Fund is included in the Prospectuses of the JPMorgan Tax Aware Funds dated February 28, 2009, as supplemented. Additional information regarding these Funds is included in (i) the SAI for each Fund filed February 28, 2009, as supplemented; (ii) the Annual Reports for each Fund for the 12-month period ended October 31, 2008; and (iii) the Semi-Annual Reports for each Fund for the six-month period ended April 30, 2008.

Copies of these documents, the SAI related to this Proxy Statement/Prospectus and any subsequently released shareholder reports are available upon request and without charge by calling the relevant Fund at (800) 480-4111, by writing to the relevant Fund at JPMorgan Funds Services, PO Box 8528, Boston, MA 02266-8528, or (with the exception of the Proxy Statement/Prospectus) by visiting the JPMorgan Funds website at www.jpmorganfunds.com.

JPMorgan Trust I and JPMorgan Trust II are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file reports and other information including proxy material, reports and charter documents with the SEC. These reports and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Room, Office of Consumer Affairs and Information Services, SEC, Washington, D.C. 20549 at prescribed rates, or on the EDGAR Database on the SEC’s website at http://www.sec.gov.

Financial Highlights

The financial highlights of the Acquiring Funds are provided in Appendix E. Certain information reflects financial results for a single Fund share of each class. The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in the Acquiring Funds (assuming reinvestment of all dividends and distributions). The information in the financial highlights tables (except for information for the six months ended August 31, 2008) has been audited by PricewaterhouseCoopers LLP, whose reports, along with each Fund’s financial statements, are included in the representative Fund’s annual report, which is incorporated by reference. All unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. In addition, all such adjustments are of a normal recurring nature.

Distributor

JPMorgan Distribution Services, Inc., whose address is 245 Park Avenue, New York, NY 10167, serves as the distributor to the Acquiring Funds. JPMDS is an affiliate of JPMIM, JPMIA and JPMorgan Chase Bank, N.A., and is a direct, wholly-owned subsidiary of JPMorgan Chase.

Administrator

JPMorgan Funds Management, Inc. whose address is 1111 Polaris Parkway, Columbus, Ohio 43240, serves as administrator for the Trusts (“JPMorgan Funds Management” or the “Administrator”). JPMorgan Funds Management is an affiliate of JPMIA and JPMIM and is an indirect wholly-owned subsidiary of JPMorgan Chase.

FORM OF ORGANIZATION

The JPMorgan Intermediate Tax Free Bond Fund, JPMorgan Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund are each a series of the JPMorgan Trust I, an open-end management investment company formed as a Delaware business trust on November 12, 2004, pursuant to a Declaration of Trust dated November 5, 2004. The JPMorgan Trust I is governed by a Board of Trustees consisting of thirteen members.

The JPMorgan Core Plus Bond Fund, the JPMorgan Short Duration Bond Fund, the JPMorgan Core Bond Fund, the JPMorgan Short-Intermediate Municipal Bond Fund, the JPMorgan Intermediate Bond Fund, the JPMorgan Kentucky Municipal Bond Fund, the JPMorgan Louisiana Municipal Bond Fund and the JPMorgan West Virginia Municipal Bond Fund is each a series of the JPMorgan Trust II, an open-end management investment company formed as a Delaware business trust

on November 12, 2004, pursuant to a Declaration of Trust dated November 5, 2004. The JPMorgan Trust II is governed by a Board of Trustees consisting of thirteen members. Both JPMorgan Trust II and JPMorgan Trust I have the same Board members.

JPMorgan Trust I and JPMorgan Trust II have substantially similar organization documents. Shareholders should refer to the provisions of the governing documents of these entities and the relevant state law for a more thorough comparison.

CAPITALIZATION

Only shareholders of record at the close of business on March 23, 2009 (the “Record Date”) will be entitled to receive notice of, and to vote at, the Meeting.

The following table shows the capitalization of each of the Acquiring Funds and each of the Acquired Funds as of August 31, 2008, and on a pro forma basis as of that date, giving effect to the proposed acquisition of assets at net asset value. The pro forma net asset values per share assume the issuance of shares of the Acquired Funds, which would have occurred at August 31, 2008 in connection with the proposed Reorganization. The pro forma capitalization information is for informational purposes only. No assurance can be given as to how many shares of the Acquiring Funds will be received by shareholders of the Acquired Funds on the Closing Date, and the information should not be relied upon to reflect the number of shares of the Acquiring Fund that actually will be received.

	JPMorgan Bond Fund		JPMorgan Core Plus Bond Fundˆ		Pro Forma Adjustments		JPMorgan Core Plus Bond Fund (Pro Forma Combined)
Class A
Net Assets (000’s)	$	18,211	$	43,347	$	—	$	61,558
Shares Outstanding (000’s)		2,330		5,767		93		8,190
Net Asset Value Per Share	$	7.82	$	7.52		—	$	7.52

Class B
Net Assets (000’s)	$	3,155	$	4,660	$	—	$	7,815
Shares Outstanding (000’s)		407		617		11		1,035
Net Asset Value Per Share	$	7.76	$	7.55		—	$	7.55

Class C
Net Assets (000’s)	$	5,450	$	10,808	$	—	$	16,258
Shares Outstanding (000’s)		699		1,432		23		2,154
Net Asset Value Per Share	$	7.80	$	7.55		—	$	7.55

Select Class
Net Assets (000’s)	$	76,636	$	876,612	$	—	$	953,248
Shares Outstanding (000’s)		9,903		116,688		298		126,889
Net Asset Value Per Share	$	7.74	$	7.51		—	$	7.51

Institutional Class
Net Assets (000’s)	$	141,811	$	—	$	—	$	141,811
Shares Outstanding (000’s)		18,340		—		543		18,883
Net Asset Value Per Share	$	7.73	$	—		—	$	7.51

Ultra
Net Assets (000’s)	$	98,320	$	14,470	$	—	$	112,790
Shares Outstanding (000’s)		12,721		1,926		366		15,013
Net Asset Value Per Share	$	7.73	$	7.51		—	$	7.51

The Fund’s Institutional Class Shares have not yet commenced operations as of the date of this Proxy Statement/Prospectus, and there are not currently any Net Assets, Shares Outstanding, and Net Asset Value Per Share for the Fund’s Institutional Class Shares.

	JPMorgan Short Term Bond Fund		JPMorgan Short Duration Bond Fund		Pro Forma Adjustments			JPMorgan Short Duration Bond Fund (Pro Forma Combined)
Class A
Net Assets (000’s)	$	8,426	$	68,327	$	—		$	76,753
Shares Outstanding (000’s)		1,002		6,447		(207	)		7,242
Net Asset Value Per Share	$	8.41	$	10.60	$	—		$	10.60

Select Class
Net Assets (000’s)	$	14,744	$	1,777,107	$	—		$	1,791,851
Shares Outstanding (000’s)		1,751		167,581		(360	)		168,972
Net Asset Value Per Share	$	8.42	$	10.60	$	—		$	10.60

Institutional Class*
Net Assets (000’s)	$	22,300	$	—	$	(22,300	)	$	—
Shares Outstanding (000’s)		2,651		—		(2,651	)		—
Net Asset Value Per Share	$	8.41	$	—	$	—		$	—

Ultra*
Net Assets (000’s)	$	—	$	316,758	$	22,300		$	339,058
Shares Outstanding (000’s)		—		29,869		2,104			31,973
Net Asset Value Per Share	$	—	$	10.60	$	—		$	10.60

If the Reorganization is approved by shareholders, Institutional Class shareholders of JPMorgan Short Term Bond Fund will receive Ultra Shares of JPMorgan Short Duration Bond Fund when the Reorganization is completed on the Closing Date.

	JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short- Intermediate Municipal Bond Fundˆ¹		Pro Forma Adjustments			JPMorgan Short- Intermediate Municipal Bond Fund (Pro Forma Combined)*
Class A
Net Assets (000’s)	$	1,304	$	54,530	$	—		$	55,834
Shares Outstanding (000’s)		132		5,315		(5	)		5,442
Net Asset Value Per Share	$	9.89	$	10.26	$	—		$	10.26

Select Class
Net Assets (000’s)	$	22,329	$	177,416	$	—		$	199,745
Shares Outstanding (000’s)		2,257		17,239		(87	)		19,409
Net Asset Value Per Share	$	9.89	$	10.29	$	—		$	10.29

Institutional Class
Net Assets (000’s)	$	59,129	$	—	$	—		$	59,129
Shares Outstanding (000’s)		5,983		—		(237	)		5,746
Net Asset Value Per Share	$	9.88	$	—	$	—		$	10.29

Because both the JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund may merge with the JPMorgan Short-Intermediate Municipal Bond Fund, the pro forma columns represent the three possibilities that may result from the vote of the shareholders: (1) shareholders approve the JPMorgan Tax Aware Enhanced Income Fund reorganization but do not approve the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization; (2) shareholders approve the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization but do not approve the JPMorgan Tax Aware Enhanced Income Fund reorganization; or (3) shareholders approve both the JPMorgan Tax Aware Enhanced Income Fund reorganization and the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization.

Known as the JPMorgan Short Term Municipal Bond Fund prior to April 30, 2009.

	JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fundˆ¹		Pro Forma Adjustments			JPMorgan Short- Intermediate Municipal Bond Fund (Pro Forma Combined)*
Select Class
Net Assets (000’s)	$	206,970	$	177,416	$	—		$	384,386
Shares Outstanding (000’s)		21,178		17,239		(1,064	)		37,353
Net Asset Value Per Share	$	9.77	$	10.29	$	—		$	10.29

Institutional Class
Net Assets (000’s)	$	50,298	$	—	$	—		$	50,298
Shares Outstanding (000’s)		5,144		—		(256	)		4,888
Net Asset Value Per Share	$	9.78	$	—	$	—		$	10.29

Because both the JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund may merge with the JPMorgan Short-Intermediate Municipal Bond Fund, the pro forma columns represent the three possibilities that may result from the vote of the shareholders: (1) shareholders approve the JPMorgan Tax Aware Enhanced Income Fund reorganization but do not approve the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization; (2) shareholders approve the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization but do not approve the JPMorgan Tax Aware Enhanced Income Fund reorganization; or (3) shareholders approve both the JPMorgan Tax Aware Enhanced Income Fund reorganization and the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization.

Known as the JPMorgan Short Term Municipal Bond Fund prior to April 30, 2009.

	JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fundˆ¹		Pro Forma Adjustments			JPMorgan Short- Intermediate Municipal Bond Fund (Pro Forma Combined)*¹
Class A
Net Assets (000’s)	$	1,304	$	—	$	54,530	$	—		$	55,834
Shares Outstanding (000’s)		132		—		5,315		(5	)		5,442
Net Asset Value Per Share	$	9.89	$	—	$	10.26	$	—		$	10.26

Select Class
Net Assets (000’s)	$	22,329	$	206,970	$	177,416	$	—		$	406,715
Shares Outstanding (000’s)		2,257		21,178		17,239		(1,151	)		39,523
Net Asset Value Per Share	$	9.89	$	9.77	$	10.29	$	—		$	10.29

Institutional Class
Net Assets (000’s)	$	59,129	$	50,298	$	—	$	—		$	109,427
Shares Outstanding (000’s)		5,983		5,144		—		(492	)		10,635
Net Asset Value Per Share	$	9.88	$	9.78	$	—	$	—		$	10.29

Because both the JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund may merge with the JPMorgan Short-Intermediate Municipal Bond Fund, the pro forma columns represent the three possibilities that may result from the vote of the shareholders: (1) shareholders approve the JPMorgan Tax Aware Enhanced Income Fund reorganization but do not approve the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization; (2) shareholders approve the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization but do not approve the JPMorgan Tax Aware Enhanced Income Fund reorganization; or (3) shareholders approve both the JPMorgan Tax Aware Enhanced Income Fund reorganization and the JPMorgan Tax Aware Short-Intermediate Income Fund reorganization.

Known as the JPMorgan Short Term Municipal Bond Fund prior to April 30, 2009.

	JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		Pro Forma Adjustments			JPMorgan Core Bond Fund (Pro Forma Combined)
Class A
Net Assets (000’s)	$	107,623	$	872,849	$	—		$	980,472
Shares Outstanding (000’s)		10,398		82,089		(276	)		92,211
Net Asset Value Per Share	$	10.35	$	10.63	$	—		$	10.63

Class B
Net Assets (000’s)	$	45,218	$	77,174	$	—		$	122,392
Shares Outstanding (000’s)		4,439		7,264		(183	)		11,520
Net Asset Value Per Share	$	10.19	$	10.62	$	—		$	10.62

Class C
Net Assets (000’s)	$	35,362	$	191,776	$	—		$	227,138
Shares Outstanding (000’s)		3,471		17,949		(161	)		21,259
Net Asset Value Per Share	$	10.19	$	10.68	$	—		$	10.68

Select Class
Net Assets (000’s)	$	646,159	$	2,753,199	$	—		$	3,399,358
Shares Outstanding (000’s)		62,486		259,116		(1,673	)		319,929
Net Asset Value Per Share	$	10.34	$	10.63	$	—		$	10.63

Ultra
Net Assets (000’s)	$	126,526	$	742,360	$	—		$	868,886
Shares Outstanding (000’s)		12,232		69,851		(327	)		81,756
Net Asset Value Per Share	$	10.34	$	10.63	$	—		$	10.63

	JPMorgan Kentucky Municipal Bond Fund		JPMorgan Intermediate Tax Free Fund		Pro Forma Adjustments			JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined)**
Class A
Net Assets (000’s)	$	12,262	$	93,445	$	—		$	105,707
Shares Outstanding (000’s)		1,228		8,689		(87	)		9,830
Net Asset Value Per Share	$	9.99	$	10.75	$	—		$	10.75

Class B
Net Assets (000’s)	$	2,576	$	5,763	$	—		$	8,339
Shares Outstanding (000’s)		260		544		(17	)		787
Net Asset Value Per Share	$	9.91	$	10.59	$	—		$	10.59

Select Class
Net Assets (000’s)	$	60,785	$	2,740,386	$	—		$	2,801,171
Shares Outstanding (000’s)		6,096		258,119		(372	)		263,843
Net Asset Value Per Share	$	9.97	$	10.62	$	—		$	10.62

	JPMorgan Louisiana Municipal Bond Fund		JPMorgan Intermediate Tax Free Fund		Pro Forma Adjustments			JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined)**
Class A
Net Assets (000’s)	$	41,356	$	93,445	$	—		$	134,801
Shares Outstanding (000’s)		4,194		8,689		(347	)		12,536
Net Asset Value Per Share	$	9.86	$	10.75	$	—		$	10.75

Class B
Net Assets (000’s)	$	4,424	$	5,763	$	—		$	10,187
Shares Outstanding (000’s)		448		544		(30	)		962
Net Asset Value Per Share	$	9.87	$	10.59	$	—		$	10.59

Select Class
Net Assets (000’s)	$	28,574	$	2,740,386	$	—		$	2,768,960
Shares Outstanding (000’s)		2,900		258,119		(209	)		260,810
Net Asset Value Per Share	$	9.86	$	10.62	$	—		$	10.62

	JPMorgan West Virginia Municipal Bond Fund		JPMorgan Intermediate Tax Free Fund		Pro Forma Adjustments			JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined)**
Class A
Net Assets (000’s)	$	14,520	$	93,445	$	—		$	107,965
Shares Outstanding (000’s)		1,452		8,689		(101	)		10,040
Net Asset Value Per Share	$	10.00	$	10.75	$	—		$	10.75

Class B
Net Assets (000’s)	$	3,319	$	5,763	$	—		$	9,082
Shares Outstanding (000’s)		332		544		(19	)		857
Net Asset Value Per Share	$	9.99	$	10.59	$	—		$	10.59

Select Class
Net Assets (000’s)	$	74,493	$	2,740,386	$	—		$	2,814,879
Shares Outstanding (000’s)		7,534		258,119		(520	)		265,133
Net Asset Value Per Share	$	9.89	$	10.62	$	—		$	10.62

	JPMorgan Kentucky Municipal Bond Fund		JPMorgan Louisiana Municipal Bond Fund		JPMorgan West Virginia Municipal Bond Fund		JPMorgan Intermediate Tax Free Fund		Pro Forma Adjustments			JPMorgan Intermediate Tax Free Bond Fund (Pro Forma Combined)**
Class A
Net Assets (000’s)	$	12,262	$	41,356	$	14,520	$	93,445	$	—		$	161,583
Shares Outstanding (000’s)		1,228		4,194		1,452		8,689		(536	)		15,027
Net Asset Value Per Share	$	9.99	$	9.86	$	10.00	$	10.75	$	—		$	10.75

Class B
Net Assets (000’s)	$	2,576	$	4,424	$	3,319	$	5,763	$	—		$	16,082
Shares Outstanding (000’s)		260		448		332		544		(66	)		1,518
Net Asset Value Per Share	$	9.91	$	9.87	$	9.99	$	10.59	$	—		$	10.59

Select Class
Net Assets (000’s)	$	60,785	$	28,574	$	74,493	$	2,740,386	$	—		$	2,904,238
Shares Outstanding (000’s)		6,096		2,900		7,534		258,119		(1,101	)		273,548
Net Asset Value Per Share	$	9.97	$	9.86	$	9.89	$	10.62	$	—		$	10.62

DIVIDENDS AND DISTRIBUTIONS

Each Fund generally declares dividends on the last business day of each month and pays such dividends on the first business day of the following month. Capital gains, if any, for each of the Funds are distributed at least annually. For all Funds, all dividends and distributions are reinvested automatically in additional shares of the respective Fund at net asset value, without a sales charge or Contingent Deferred Sales Charge (“CDSC”), unless the shareholder elects to be paid in cash. Following the Reorganizations, Acquired Fund shareholders that have elected to receive distributions in cash will continue to receive distributions in such manner from the relevant Acquiring Fund.

OTHER BUSINESS

Neither Board intends to present any other business at the Meeting with respect to the Acquired Funds or Acquiring Funds, except with respect to the election of Trustees for JPMorgan Trust II. This change is described in a separate proxy statement, which is being provided to affected shareholders. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

JPMorgan Trust I and/or JPMorgan Trust II shareholders who wish to communicate with the relevant Board of Trustees should send communications in writing to the attention of the Secretary of JPMorgan Funds at 245 Park Avenue, New York, NY 10167, and communications will be directed to the Trustee or Trustees indicated in the communication or, if no Trustee or Trustees are indicated, to the Chairman of the Board of Trustees. The Secretary will maintain a copy of any such communication and promptly forward it to the Governance Committee no less frequently than monthly. The Governance Committee will periodically review such communications and determine how to respond, if at all. Other members of the Board will receive, no less frequently than quarterly, a summary of all shareholder communications received during the prior quarter, which summary shall identify the substance of such communications.

VOTING INFORMATION

This Proxy Statement/Prospectus is furnished in connection with a solicitation of proxies by the Boards of the Acquired Funds to be used at the Meeting. This Proxy Statement/Prospectus, along with a Notice of Special Meeting of Shareholders and a proxy card, is first being mailed to shareholders of the Acquired Funds on or about April 13, 2009. Only shareholders of record as of the close of business on March 23, 2009 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting, and any adjournment or postponement thereof. If the enclosed form of proxy card is properly executed and returned in time to be voted

at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked but properly executed proxy cards will be voted “FOR” approval of the Reorganization Agreement and “FOR” any other matters the proxies deem appropriate.

A shareholder may revoke a proxy at any time on or before the Meeting by either (1) submitting to the JPMorgan Funds a subsequently dated proxy, (2) delivering to the JPMorgan Funds a written notice of revocation at the address on the cover of this Proxy Statement/Prospectus, or (3) otherwise giving notice of revocation in an open meeting, in all cases prior to the exercise of the authority granted in the proxy card. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, for approval of the Reorganization Agreement and the Reorganizations contemplated thereby.

Proxy Solicitation

Proxies are being solicited by mail. Additional solicitations may be made by telephone, e-mail, or other personal contact by officers or employees of JPMIA, JPMIM and their affiliates or by proxy soliciting firms retained by the Funds. JPMFM has retained Computershare Fund Services (“Computershare”), a proxy solicitor, to assist in the solicitation of proxy cards primarily by contacting shareholders by telephone and facsimile. By contract with JPMFM, Computershare, among other things, will be: (i) required to maintain the confidentiality of all shareholder information; (ii) prohibited from selling or otherwise disclosing to any third party shareholder information; and (iii) required to comply with applicable state telemarketing laws. The cost of retaining such proxy solicitor is expected to be less than $125,000. The cost of retaining such proxy solicitor will be deemed an expense relating to the Meeting. JPMIA, JPMIM and their affiliates will waive their fees or reimburse expenses to the extent necessary to cover the costs of the solicitation. In addition, JPMIA and JPMIM may reimburse persons holding shares in their names or in the names of their nominees for expenses incurred in forwarding solicitation material to their beneficial owners.

As the meeting date approaches, shareholders of the Funds may receive a call from a representative of JPMIA, JPMIM, an affiliate of JPMIA or JPMIM, as applicable, or Computershare (each a “Solicitor”) if the Funds have not yet received their vote. Authorization to permit a Solicitor to execute proxies may be obtained by telephonic or electronically transmitted instructions from Fund shareholders. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. Management of the Funds believes that these procedures are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, a Solicitor is required to get information from the shareholder to verify his identity and authority to vote the shares (if the person giving the proxy is

100

authorized to act on behalf of an entity, such as a corporation), and to confirm that the shareholder has received this Proxy Statement/Prospectus in the mail.

If the shareholder information solicited agrees with the information provided to the Solicitor by the Funds, the Solicitor has the responsibility to explain the process, read the proposals listed on the proxy card, and ask for the shareholder’s instructions on each proposal. The Solicitor, although permitted to answer questions about the process, is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement/Prospectus. The Solicitor will record the shareholder’s instructions on the card. Within 72 hours, the Solicitor will send the shareholder a letter to confirm the shareholder’s vote and asking the shareholder to call a Solicitor immediately if the shareholder’s instructions are not correctly reflected in the confirmation.

Quorum

More than 50% of the outstanding shares entitled to vote constitutes a quorum for the Meeting.

Vote Required

If a quorum is present at the relevant Meeting, under the 1940 Act, the affirmative vote of a majority of the outstanding voting securities of an Acquired Fund is required to approve the Reorganization Agreement. A majority is defined, under the 1940 Act, as the lesser of (a) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of such Acquired Fund are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such Acquired Fund.

Shareholders of the Acquired Funds are entitled to one vote for each dollar of Net Asset Value represented by such Shareholder’s shares as of the Record Date and a proportionate fractional vote with respect to the remainder of the Net Asset Value of such shares, if any. For each Acquired Fund, shares of all classes vote together as a single class.

Effect of Abstentions and Broker “Non-Votes”

Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the applicable Acquired Fund as inspectors of elections (also known as “tellers”) for the Meeting. The tellers will count the total number of votes cast “FOR” approval of the Reorganization for purposes of determining whether sufficient affirmative votes have been cast. The tellers will count shares represented by the proxy cards that reflect abstentions and “broker non-votes” as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum, but will have the effect of a negative vote on the proposal. “Broker non-votes” are proxies for shares held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power and (ii) the broker or nominee has not received instructions from the beneficial owner or

101

other person who is entitled to instruct how the shares will be voted.

Adjournments

In the event that sufficient votes to approve a proposal are not received, a person named as proxy may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require an affirmative vote by a majority of the shares represented at the Meeting, either in person or by proxy. For purposes of calculating a vote to adjourn the Meeting, “broker non-votes” will be excluded from the denominator of the calculation of the number of votes required to approve any proposal to adjourn a meeting. In addition, shares represented by properly executed proxy cards that constitute abstentions will have the effect of a vote against any such adjournment. In the event of an adjournment, no further notice is needed other than an announcement at the Meeting to be adjourned, except if the adjournment is for more than 60 days from the date set for the original meeting or a new record date is fixed for the adjourned meeting.

Shareholder Proposals

You may request inclusion in the JPMorgan Fund’s proxy statement for shareholder meetings certain proposals for action which you intend to introduce at such meeting. Any shareholder proposals must be presented a reasonable time before the proxy materials for the next meeting are sent to shareholders. The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the federal securities laws. The JPMorgan Funds are not required to hold regular meetings of shareholders, and in order to minimize costs, do not intend to hold meetings of the shareholders unless required by applicable law, regulation, regulatory policy, or unless otherwise deemed advisable by the Board of the Fund’s management. Therefore, it is not practicable to specify a date by which proposals must be received in order to be incorporated in an upcoming proxy statement for a meeting of shareholders.

Record Date, Outstanding Shares and Interests of Certain Persons

Only shareholders of record of the Acquired Funds at the close of business on the Record Date are entitled to receive notice of, and to vote at, their respective Meeting and at any postponement or adjournment thereof. Please see Appendix F for information pertaining to the outstanding shares and interests of certain persons in the Acquired Funds.

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LEGAL MATTERS

Certain legal matters concerning the issuance of shares of the JPMorgan Funds will be passed upon by Ropes & Gray LLP, One Metro Center, 700 12th Street, NW, Suite 900, Washington, D.C. 20005-3948, or other suitable counsel. Also, please see Appendix A for information on legal proceedings.

THE BOARD OF THE JPMORGAN TRUST I, INCLUDING THE NON-INTERESTED TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE TRUST I ACQUIRED FUNDS APPROVE THE REORGANIZATION AGREEMENT.

THE BOARD OF THE JPMORGAN TRUST II, INCLUDING THE NON-INTERESTED TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF THE TRUST II ACQUIRED FUNDS APPROVE THE REORGANIZATION AGREEMENT.

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APPENDIX A
LEGAL PROCEEDINGS AND ADDITIONAL FEE AND EXPENSE INFORMATION AFFECTING THE JPMORGAN TRUST II FUNDS
AND FORMER ONE GROUP MUTUAL FUNDS

Prior to becoming an affiliate of JPMorgan Chase, on June 29, 2004, Banc One Investment Advisors Corporation (“BOIA”), now known as JPMorgan Investment Advisors Inc., entered into agreements with the Securities and Exchange Commission (the “SEC”) and the New York Attorney General (“NYAG”) in resolution of investigations conducted by the SEC and the NYAG into market timing of certain mutual funds advised by BOIA which were series of One Group Mutual Funds, possible late trading of certain of these funds and related matters. In its settlement with the SEC, BOIA consented to the entry of an order by the SEC (the “SEC Order”) instituting and settling administrative and cease-and-desist proceedings against it. Under the terms of the SEC Order and the NYAG settlement agreement, BOIA agreed to pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which is being distributed pursuant to a distribution plan to certain current and former shareholders of funds identified in the distribution plan. Pursuant to the settlement agreement with the NYAG, BOIA reduced its management fee for certain funds which were series of One Group Mutual Funds (now known as JPMorgan Trust II) in the aggregate amount of approximately $8 million annually over a five-year period commencing September, 2004.

In addition to the matters involving the SEC and NYAG, various lawsuits were filed by private plaintiffs in connection with these circumstances in various state and federal courts. These actions were transferred to the United States District Court for the District of Maryland for coordinated or consolidated pretrial proceedings by the orders of the Judicial Panel on Multidistrict Litigation, a federal judicial body that assists in the administration of such actions. The plaintiffs filed consolidated amended complaints, naming as defendants, among others, BOIA, Bank One Corporation and JPMorgan Chase (the former and current corporate parent of BOIA), JPMDS, One Group Services Company (the former distributor of One Group Mutual Funds), certain officers of One Group Mutual Funds and BOIA, and certain current and former Trustees of One Group Mutual Funds. These complaints alleged, among other things, that various defendants (i) violated various antifraud and other provisions of federal securities laws, (ii) breached their fiduciary duties, (iii) unjustly enriched themselves, (iv) breached fund-related contracts, and (v) conspired to commit unlawful acts.

As of June 14, 2006, all claims against One Group Mutual Funds and current and former Trustees were dismissed by the United States District Court in Maryland. Certain claims against BOIA and its affiliates have also been dismissed, and a settlement in principle has been reached for the purpose of resolving all remaining claims in the litigation in Maryland. The settlement is subject to court approval.

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The foregoing speaks only as of the date of this Proxy Statement/Prospectus. Additional lawsuits presenting allegations and requests for relief arising out of or in connection with any of the foregoing matters may be filed against these and related parties in the future.

Annual and Cumulative Expense Examples

The following information is provided with respect to the Funds which are series of JPMorgan Trust II and which were former series of One Group Mutual Funds. The settlement agreement with the NYAG requires BOIA to establish reduced “net management fee rates” for certain Funds (“Reduced Rate Funds”). “Net Management Fee Rates” means the percentage fee rates specified in contracts between BOIA and its affiliates and the Reduced Rate Funds, less waivers and reimbursements by BOIA and its affiliates, in effect as of June 30, 2004. The settlement agreement requires that the reduced Net Management Fee Rates must result in a reduction of $8 million annually based upon assets under management as of June 30, 2004, for a total reduction over five years of $40 million from that which would have been paid by the Reduced Rate Funds on the Net Management Fee Rates as of June 30, 2004. To the extent that BOIA and its affiliates have agreed as part of the settlement with the NYAG to waive or reimburse expenses of a Fund in connection with the settlement with the NYAG, those reduced Net Management Fee Rates are referred to as “Reduced Rates.” The Reduced Rates will remain in place at least through June 30, 2009. To the extent that a Reduced Rate Fund merges into another Fund, the Reduced Rate is required to carry forward and apply with respect to the acquiring Fund.

The required reductions may be made in the form of fee waivers or expense reimbursements in connection with the advisory agreement, administration agreement or distribution agreement. Beginning February 19, 2005, such reductions may also or instead be made in connection with the shareholder servicing agreement or other service agreements with affiliates. To the extent that such reductions are made in connection with class specific expenses in a manner consistent with applicable law, the Reduced Rates may affect different share classes of the same Affected Fund to differing degrees.

The “Gross Expense Ratio” includes the contractual expenses that make up the Net Management Fee Rates for Reduced Rate Funds or management fees for non-Reduced Rate Funds, Rule 12b-1 distribution fees, fees paid to vendors not affiliated with JPMIA that provide services to the Funds and other fees and expenses of the Funds. The “Net Expense Ratio” is Gross Expenses less any fee waivers or expense reimbursements to achieve the Reduced Rates, if applicable, or other fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIA and/or its affiliates, as applicable.

A-2

The table below shows the ratios for Class A, Class B, Class C, Select Class, Institutional Class, and Ultra Shares (as applicable) of the Acquiring Funds offered in this prospectus subject to the Non-Reduced Rate. The expenses in the following table are shown on a pro forma basis as of July 1, 2009 as if the Reorganizations are approved and completed.

NON-REDUCED RATE FUND

	Class
JPMorgan Core Plus Bond Fund	A		0.76	%	0.97	%
	B		1.41	%	1.47	%
	C		1.41	%	1.47	%
	Select		0.66	%	0.72	%
	Institutional*		0.50	%	0.57	%
	Ultra		0.41	%	0.47	%

JPMorgan Short Duration Bond Fund	A		0.76	%	0.89	%
	Select		0.56	%	0.64	%
	Ultra		0.31	%	0.39	%

JPMorgan Short-Intermediate Municipal Bond Fund	A		0.76	%	0.93	%
(Assuming Reorganization of only JPMorgan Tax Aware Enhanced Income Fund)	Select		0.51	%	0.68	%
		Institutional*	0.26	%	0.53	%


JPMorgan Short-Intermediate Municipal Bond Fund
(Assuming Reorganization of only JPMorgan Tax Aware Short-Intermediate Income Fund)	Select		0.52	%	0.67	%
		Institutional*	0.27	%	0.52	%


JPMorgan Short-Intermediate Municipal Bond Fund	A		0.77	%	0.92	%
(Proforma Combined)	Select		0.52	%	0.67	%
	Institutional*		0.27	%	0.52	%

JPMorgan Core Bond Fund	A		0.76	%	0.99	%
	B		1.41	%	1.49	%
	C		1.41	%	1.49	%
	Select		0.59	%	0.74	%
	Ultra		0.41	%	0.49	%

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NON-REDUCED RATE FUND

	Class
JPMorgan Intermediate Tax Free Bond Fund	A		0.76	%	0.94	%
(Assuming Reorganization of only JPMorgan Kentucky Municipal Bond Fund)	B		1.44	%	1.44	%
		Select	0.60	%	0.69	%


JPMorgan Intermediate Tax Free Bond Fund	A		0.76	%	0.94	%
(Assuming Reorganization of only JPMorgan Louisiana Municipal Bond Fund)	B		1.44	%	1.44	%
		Select	0.60	%	0.69	%


JPMorgan Intermediate Tax Free Bond Fund	A		0.76	%	0.94	%
(Assuming Reorganization of only JPMorgan West Virginia Municipal Bond Fund)	B		1.44	%	1.44	%
		Select	0.60	%	0.69	%


JPMorgan Intermediate Tax Free Bond Fund	A		0.76	%	0.94	%
(Assuming Reorganization of all of the JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund)	B		1.44	%	1.44	%
		Select	0.60	%	0.69	%

If the Reorganizations are approved, an Institutional Class will be added to the JPMorgan Core Plus Bond Fund and the JPMorgan Short-Intermediate Municipal Bond Fund to accommodate the Reorganizations.

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of a Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years. The examples assume the following:

•

On 7/1/09, you invest $10,000 in the Fund and you will hold the shares for the entire 10 year period;

•

Your investment has a 5% return each year;

•

The Fund’s operating expenses remain at the levels discussed below and are not affected by increases or decreases in Fund assets over time;

A-4

•

At the time of purchase, any applicable initial sales charges (loads) are deducted;

•

There is no sales charge (load) on reinvested dividends; and

•

The annual costs are calculated using the Net Expense Ratios for the period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIA and/or its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year. “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted. “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

Your actual costs may be higher or lower than those shown.

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Non-Reduced Rate Funds

JPMorgan Core Plus Bond Fund

	Class A											Class C¹
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	450		1.06	%		0.33	%		0.33	%	$	144		5.00	%		3.59	%		3.59	%
June 30, 2011		99		6.12			4.37			4.03			155		10.25			7.25			3.53
June 30, 2012		103		11.42			8.58			4.03			160		15.76			11.03			3.53
June 30, 2013		107		16.99			12.96			4.03			166		21.55			14.95			3.53
June 30, 2014		112		22.84			17.51			4.03			172		27.63			19.01			3.53
June 30, 2015		116		28.98			22.24			4.03			178		34.01			23.21			3.53
June 30, 2016		121		35.43			27.17			4.03			184		40.71			27.56			3.53
June 30, 2017		126		42.21			32.30			4.03			191		47.75			32.06			3.53
June 30, 2018		131		49.32			37.63			4.03			198		55.13			36.72			3.53
June 30, 2019		136		56.78			43.17			4.03			205		62.89			41.55			3.53

The disclosure and numbers for Class C Shares shown above assume that the shareholder did not redeem the shares. With redemption, the numbers for Class C Shares for the first year (period ended June 30, 2010) would be as follows:

Annual Costs				Gross Cumulative Return				Net Cumulative Return				Net Annual Return
$ 244					4.00	%			2.59	%			2.59	%

	Class B¹
	Annual Costs				Gross Cumulative Return						Net Cumulative Return						Net Annual Return
Period Ended	Without Redemp- tion		With Redemp- tion²		Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²
June 30, 2010	$	144	$	644		5.00	%		0.00	%		3.59	%		–1.41	%		3.59	%		–1.41	%
June 30, 2011		155		555		10.25			6.25			7.25			3.25			3.53			–0.33
June 30, 2012		160		460		15.76			12.76			11.03			8.03			3.53			0.73
June 30, 2013		166		466		21.55			18.55			14.95			11.95			3.53			0.83
June 30, 2014		172		372		27.63			25.63			19.01			17.01			3.53			1.79
June 30, 2015		178		278		34.01			33.01			23.21			22.21			3.53			2.69
June 30, 2016		184		184		40.71			40.71			27.56			27.56			3.53			3.53
June 30, 2017		191		191		47.75			47.75			32.06			32.06			3.53			3.53
June 30, 2018		131		131		55.13			55.13			37.39			37.39			4.03			4.03
June 30, 2019		136		136		62.89			62.89			42.92			42.92			4.03			4.03

Class B shares automatically convert to Class A shares after eight years.

The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

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	Select											Institutional
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	67		5.00	%		4.34	%		4.34	%	$	51		5.00	%		4.50	%		4.50	%
June 30, 2011		77		10.25			8.81			4.28			61		10.25			9.13			4.43
June 30, 2012		80		15.76			13.46			4.28			64		15.76			13.96			4.43
June 30, 2013		83		21.55			18.32			4.28			66		21.55			19.01			4.43
June 30, 2014		87		27.63			23.38			4.28			69		27.63			24.28			4.43
June 30, 2015		91		34.01			28.66			4.28			72		34.01			29.79			4.43
June 30, 2016		95		40.71			34.17			4.28			76		40.71			35.54			4.43
June 30, 2017		99		47.75			39.91			4.28			79		47.75			41.54			4.43
June 30, 2018		103		55.13			45.90			4.28			82		55.13			47.82			4.43
June 30, 2019		107		62.89			52.15			4.28			86		62.89			54.36			4.43

	Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	42		5.00	%		4.59	%		4.59	%
June 30, 2011		50		10.25			9.33			4.53
June 30, 2012		53		15.76			14.28			4.53
June 30, 2013		55		21.55			19.46			4.53
June 30, 2014		57		27.63			24.87			4.53
June 30, 2015		60		34.01			30.53			4.53
June 30, 2016		63		40.71			36.44			4.53
June 30, 2017		66		47.75			42.62			4.53
June 30, 2018		69		55.13			49.08			4.53
June 30, 2019		72		62.89			55.83			4.53

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JPMorgan Short Duration Bond Fund

	Class A
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	301		2.64	%		1.89	%		1.89	%
June 30, 2011		93		7.77			6.08			4.11
June 30, 2012		96		13.16			10.44			4.11
June 30, 2013		100		18.82			14.98			4.11
June 30, 2014		104		24.76			19.71			4.11
June 30, 2015		109		30.99			24.63			4.11
June 30, 2016		113		37.54			29.75			4.11
June 30, 2017		118		44.42			35.08			4.11
June 30, 2018		123		51.64			40.63			4.11
June 30, 2019		128		59.22			46.41			4.11

	Select											Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	57		5.00	%		4.44	%		4.44	%	$	32		5.00	%		4.69	%		4.69	%
June 30, 2011		68		10.25			8.99			4.36			42		10.25			9.52			4.61
June 30, 2012		71		15.76			13.75			4.36			44		15.76			14.56			4.61
June 30, 2013		74		21.55			18.71			4.36			46		21.55			19.85			4.61
June 30, 2014		78		27.63			23.88			4.36			48		27.63			25.37			4.61
June 30, 2015		81		34.01			29.28			4.36			50		34.01			31.15			4.61
June 30, 2016		85		40.71			34.92			4.36			52		40.71			37.20			4.61
June 30, 2017		88		47.75			40.80			4.36			55		47.75			43.52			4.61
June 30, 2018		92		55.13			46.94			4.36			57		55.13			50.14			4.61
June 30, 2019		96		62.89			53.35			4.36			60		62.89			57.06			4.61

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JPMorgan Short-Intermediate Municipal Bond Fund*
(assuming Reorganization of only JPMorgan Tax Aware Enhanced Income Fund)

	Class A
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	301		2.64	%		1.89	%		1.89	%
June 30, 2011		97		7.77			6.04			4.07
June 30, 2012		101		13.16			10.36			4.07
June 30, 2013		105		18.82			14.85			4.07
June 30, 2014		109		24.76			19.52			4.07
June 30, 2015		113		30.99			24.39			4.07
June 30, 2016		118		37.54			29.45			4.07
June 30, 2017		123		44.42			34.72			4.07
June 30, 2018		128		51.64			40.20			4.07
June 30, 2019		133		59.22			45.91			4.07

	Select											Institutional
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	52		5.00	%		4.49	%		4.49	%	$	27		5.00	%		4.74	%		4.74	%
June 30, 2011		73		10.25			9.00			4.32			57		10.25			9.42			4.47
June 30, 2012		76		15.76			13.71			4.32			59		15.76			14.31			4.47
June 30, 2013		79		21.55			18.63			4.32			62		21.55			19.42			4.47
June 30, 2014		82		27.63			23.75			4.32			65		27.63			24.76			4.47
June 30, 2015		86		34.01			29.10			4.32			68		34.01			30.34			4.47
June 30, 2016		90		40.71			34.67			4.32			71		40.71			36.16			4.47
June 30, 2017		94		47.75			40.49			4.32			74		47.75			42.25			4.47
June 30, 2018		98		55.13			46.56			4.32			77		55.13			48.61			4.47
June 30, 2019		102		62.89			52.89			4.32			81		62.89			55.25			4.47

Known as the JPMorgan Short Term Municipal Bond Fund prior to April 30, 2009.

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JPMorgan Short-Intermediate Municipal Bond Fund*
(assuming Reorganization of only JPMorgan Tax Aware Short-Intermediate Income Fund)

	Select											Institutional
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	53		5.00	%		4.48	%		4.48	%	$	28		5.00	%		4.73	%		4.73	%
June 30, 2011		72		10.25			9.00			4.33			56		10.25			9.42			4.48
June 30, 2012		75		15.76			13.72			4.33			58		15.76			14.32			4.48
June 30, 2013		78		21.55			18.65			4.33			61		21.55			19.45			4.48
June 30, 2014		81		27.63			23.79			4.33			64		27.63			24.80			4.48
June 30, 2015		85		34.01			29.15			4.33			66		34.01			30.39			4.48
June 30, 2016		88		40.71			34.74			4.33			69		40.71			36.23			4.48
June 30, 2017		92		47.75			40.57			4.33			72		47.75			42.33			4.48
June 30, 2018		96		55.13			46.66			4.33			76		55.13			48.71			4.48
June 30, 2019		100		62.89			53.01			4.33			79		62.89			55.37			4.48

Known as the JPMorgan Short Term Municipal Bond Fund prior to April 30, 2009.

A-10

JPMorgan Short-Intermediate Municipal Bond Fund* (Proforma Combined Fund)

	Class A
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	302		2.64	%		1.88	%		1.88	%
June 30, 2011		96		7.77			6.04			4.08
June 30, 2012		100		13.16			10.37			4.08
June 30, 2013		104		18.82			14.87			4.08
June 30, 2014		108		24.76			19.56			4.08		��
June 30, 2015		112		30.99			24.44			4.08
June 30, 2016		117		37.54			29.51			4.08
June 30, 2017		122		44.42			34.80			4.08
June 30, 2018		127		51.64			40.30			4.08
June 30, 2019		132		59.22			46.02			4.08

	Select											Institutional
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	53		5.00	%		4.48	%		4.48	%	$	28		5.00	%		4.73	%		4.73	%
June 30, 2011		72		10.25			9.00			4.33			56		10.25			9.42			4.48
June 30, 2012		75		15.76			13.72			4.33			58		15.76			14.32			4.48
June 30, 2013		78		21.55			18.65			4.33			61		21.55			19.45			4.48
June 30, 2014		81		27.63			23.79			4.33			64		27.63			24.80			4.48
June 30, 2015		85		34.01			29.15			4.33			66		34.01			30.39			4.48
June 30, 2016		88		40.71			34.74			4.33			69		40.71			36.23			4.48
June 30, 2017		92		47.75			40.57			4.33			72		47.75			42.33			4.48
June 30, 2018		96		55.13			46.66			4.33			76		55.13			48.71			4.48
June 30, 2019		100		62.89			53.01			4.33			79		62.89			55.37			4.48

Known as the JPMorgan Short Term Municipal Bond Fund prior to April 30, 2009.

A-11

JPMorgan Core Bond Fund

	Class A											Class C¹
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	450		1.06	%		0.33	%		0.33	%	$	144		5.00	%		3.59	%		3.59	%
June 30, 2011		101		6.12			4.35			4.01			157		10.25			7.23			3.51
June 30, 2012		105		11.42			8.54			4.01			163		15.76			10.99			3.51
June 30, 2013		110		16.99			12.89			4.01			168		21.55			14.89			3.51
June 30, 2014		114		22.84			17.42			4.01			174		27.63			18.92			3.51
June 30, 2015		119		28.98			22.13			4.01			180		34.01			23.09			3.51
June 30, 2016		123		35.43			27.02			4.01			187		40.71			27.41			3.51
June 30, 2017		128		42.21			32.12			4.01			193		47.75			31.88			3.51
June 30, 2018		133		49.32			37.42			4.01			200		55.13			36.51			3.51
June 30, 2019		139		56.78			42.93			4.01			207		62.89			41.31			3.51

Annual Costs				Gross Cumulative Return				Net Cumulative Return				Net Annual Return
$244					4.00	%			2.59	%			2.59	%

	Class B¹
	Annual Costs				Gross Cumulative Return						Net Cumulative Return						Net Annual Return
Period Ended	Without Redemp- tion		With Redemp- tion²		Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²
June 30, 2010	$	144	$	644		5.00	%		0.00	%		3.59	%		–1.41	%		3.59	%		–1.41	%
June 30, 2011		157		557		10.25			6.25			7.23			3.23			3.51			–0.35
June 30, 2012		163		463		15.76			12.76			10.99			7.99			3.51			0.71
June 30, 2013		168		478		21.55			18.55			14.89			11.89			3.51			0.81
June 30, 2014		174		374		27.63			25.63			18.92			16.92			3.51			1.77
June 30, 2015		180		280		34.01			33.01			23.09			22.09			3.51			2.67
June 30, 2016		187		187		40.71			40.71			27.41			27.41			3.51			3.51
June 30, 2017		193		193		47.75			47.75			31.88			31.88			3.51			3.51
June 30, 2018		133		133		55.13			55.13			37.17			37.17			4.01			4.01
June 30, 2019		139		139		62.89			62.89			42.67			42.67			4.01			4.01

Class B shares automatically convert to Class A shares after eight years.

The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

A-12

	Select											Ultra
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return			Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	60		5.00	%		4.41	%		4.41	%	$	42		5.00	%		4.59	%		4.59	%
June 30, 2011		79		10.25			8.86			4.26			52		10.25			9.31			4.51
June 30, 2012		82		15.76			13.50			4.26			55		15.76			14.24			4.51
June 30, 2013		86		21.55			18.33			4.26			57		21.55			19.39			4.51
June 30, 2014		89		27.63			23.37			4.26			60		27.63			24.77			4.51
June 30, 2015		93		34.01			28.63			4.26			63		34.01			30.40			4.51
June 30, 2016		97		40.71			34.11			4.26			65		40.71			36.28			4.51
June 30, 2017		101		47.75			39.82			4.26			68		47.75			42.43			4.51
June 30, 2018		106		55.13			45.78			4.26			71		55.13			48.85			4.51
June 30, 2019		110		62.89			51.99			4.26			75		62.89			55.56			4.51

A-13

JPMorgan Intermediate Tax Free Bond Fund
(assuming Reorganization of only JPMorgan Kentucky Municipal Bond Fund)

	Class A
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	450		1.06	%		0.33	%		0.33	%
June 30, 2011		96		6.12			4.40			4.06
June 30, 2012		100		11.42			8.64			4.06
June 30, 2013		104		16.99			13.05			4.06
June 30, 2014		108		22.84			17.64			4.06
June 30, 2015		113		28.98			22.42			4.06
June 30, 2016		117		35.43			27.39			4.06
June 30, 2017		122		42.21			32.56			4.06
June 30, 2018		127		49.32			37.94			4.06
June 30, 2019		132		56.78			43.55			4.06

	Class B¹
	Annual Costs				Gross Cumulative Return						Net Cumulative Return						Net Annual Return
Period Ended	Without Redemp- tion		With Redemp- tion²		Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²
June 30, 2010	$	147	$	647		5.00	%		0.00	%		3.56	%		–1.44	%		3.56	%		–1.44	%
June 30, 2011		152		552		10.25			6.25			7.25			3.25			3.56			–0.30
June 30, 2012		157		457		15.76			12.76			11.06			8.08			3.56			0.76
June 30, 2013		163		463		21.55			18.55			15.02			12.02			3.56			0.86
June 30, 2014		169		369		27.63			25.63			19.11			17.11			3.56			1.82
June 30, 2015		175		275		34.01			33.01			23.35			22.35			3.56			2.72
June 30, 2016		181		181		40.71			40.71			27.75			27.75			3.56			3.56
June 30, 2017		187		187		47.75			47.75			32.29			32.29			3.56			3.56
June 30, 2018		127		127		55.13			55.13			37.66			37.66			4.06			4.06
June 30, 2019		132		132		62.89			62.89			43.25			43.25			4.06			4.06

Class B shares automatically convert to Class A shares after eight years.

The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

A-14

	Select
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	61		5.00	%		4.40	%		4.40	%
June 30, 2011		74		10.25			8.90			4.31
June 30, 2012		77		15.76			13.59			4.31
June 30, 2013		80		21.55			18.49			4.31
June 30, 2014		84		27.63			23.60			4.31
June 30, 2015		87		34.01			28.92			4.31
June 30, 2016		91		40.71			34.48			4.31
June 30, 2017		95		47.75			40.28			4.31
June 30, 2018		99		55.13			46.32			4.31
June 30, 2019		103		62.89			52.63			4.31

A-15

JPMorgan Intermediate Tax Free Bond Fund
(assuming Reorganization of only JPMorgan Louisiana Municipal Bond Fund)

	Class A
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	450		1.06	%		0.33	%		0.33	%
June 30, 2011		96		6.12			4.40			4.06
June 30, 2012		100		11.42			8.64			4.06
June 30, 2013		104		16.99			13.05			4.06
June 30, 2014		108		22.84			17.64			4.06
June 30, 2015		113		28.98			22.42			4.06
June 30, 2016		117		35.43			27.39			4.06
June 30, 2017		122		42.21			32.56			4.06
June 30, 2018		127		49.32			37.94			4.06
June 30, 2019		132		56.78			43.55			4.06

	Class B¹
	Annual Costs				Gross Cumulative Return						Net Cumulative Return						Net Annual Return
Period Ended	Without Redemp- tion		With Redemp- tion²		Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²
June 30, 2010	$	147	$	647		5.00	%		0.00	%		3.56	%		–1.44	%		3.56	%		–1.44	%
June 30, 2011		152		552		10.25			6.25			7.25			3.25			3.56			–0.30
June 30, 2012		157		457		15.76			12.76			11.06			8.08			3.56			0.76
June 30, 2013		163		463		21.55			18.55			15.02			12.02			3.56			0.86
June 30, 2014		169		369		27.63			25.63			19.11			17.11			3.56			1.82
June 30, 2015		175		275		34.01			33.01			23.35			22.35			3.56			2.72
June 30, 2016		181		181		40.71			40.71			27.75			27.75			3.56			3.56
June 30, 2017		187		187		47.75			47.75			32.29			32.29			3.56			3.56
June 30, 2018		127		127		55.13			55.13			37.66			37.66			4.06			4.06
June 30, 2019		132		132		62.89			62.89			43.25			43.25			4.06			4.06

Class B shares automatically convert to Class A shares after eight years.

The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

A-16

	Select
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	61		5.00	%		4.40	%		4.40	%
June 30, 2011		74		10.25			8.90			4.31
June 30, 2012		77		15.76			13.59			4.31
June 30, 2013		80		21.55			18.49			4.31
June 30, 2014		84		27.63			23.60			4.31
June 30, 2015		87		34.01			28.92			4.31
June 30, 2016		91		40.71			34.48			4.31
June 30, 2017		95		47.75			40.28			4.31
June 30, 2018		99		55.13			46.32			4.31
June 30, 2019		103		62.89			52.63			4.31

A-17

JPMorgan Intermediate Tax Free Bond Fund
(assuming Reorganization of only JPMorgan West Virginia Municipal Bond Fund)

	Class A
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	450		1.06	%		0.33	%		0.33	%
June 30, 2011		96		6.12			4.40			4.06
June 30, 2012		100		11.42			8.64			4.06
June 30, 2013		104		16.99			13.05			4.06
June 30, 2014		108		22.84			17.64			4.06
June 30, 2015		113		28.98			22.42			4.06
June 30, 2016		117		35.43			27.39			4.06
June 30, 2017		122		42.21			32.56			4.06
June 30, 2018		127		49.32			37.94			4.06
June 30, 2019		132		56.78			43.55			4.06

	Class B¹
	Annual Costs				Gross Cumulative Return						Net Cumulative Return						Net Annual Return
Period Ended	Without Redemp- tion		With Redemp- tion²		Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²
June 30, 2010	$	147	$	647		5.00	%		0.00	%		3.56	%		–1.44	%		3.56	%		–1.44	%
June 30, 2011		152		552		10.25			6.25			7.25			3.25			3.56			–0.30
June 30, 2012		157		457		15.76			12.76			11.06			8.08			3.56			0.76
June 30, 2013		163		463		21.55			18.55			15.02			12.02			3.56			0.86
June 30, 2014		169		369		27.63			25.63			19.11			17.11			3.56			1.82
June 30, 2015		175		275		34.01			33.01			23.35			22.35			3.56			2.72
June 30, 2016		181		181		40.71			40.71			27.75			27.75			3.56			3.56
June 30, 2017		187		187		47.75			47.75			32.29			32.29			3.56			3.56
June 30, 2018		127		127		55.13			55.13			37.66			37.66			4.06			4.06
June 30, 2019		132		132		62.89			62.89			43.25			43.25			4.06			4.06

Class B shares automatically convert to Class A shares after eight years.

The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

A-18

	Select
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	61		5.00	%		4.40	%		4.40	%
June 30, 2011		74		10.25			8.90			4.31
June 30, 2012		77		15.76			13.59			4.31
June 30, 2013		80		21.55			18.49			4.31
June 30, 2014		84		27.63			23.60			4.31
June 30, 2015		87		34.01			28.92			4.31
June 30, 2016		91		40.71			34.48			4.31
June 30, 2017		95		47.75			40.28			4.31
June 30, 2018		99		55.13			46.32			4.31
June 30, 2019		103		62.89			52.63			4.31

A-19

JPMorgan Intermediate Tax Free Bond Fund (assuming Reorganization of all of the JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund)

	Class A
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	450		1.06	%		0.33	%		0.33	%
June 30, 2011		96		6.12			4.40			4.06
June 30, 2012		100		11.42			8.64			4.06
June 30, 2013		104		16.99			13.05			4.06
June 30, 2014		108		22.84			17.64			4.06
June 30, 2015		113		28.98			22.42			4.06
June 30, 2016		117		35.43			27.39			4.06
June 30, 2017		122		42.21			32.56			4.06
June 30, 2018		127		49.32			37.94			4.06
June 30, 2019		132		56.78			43.55			4.06

	Class B¹
	Annual Costs				Gross Cumulative Return						Net Cumulative Return						Net Annual Return
Period Ended	Without Redemp- tion		With Redemp- tion²		Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²			Without Redemp- tion			With Redemp- tion²
June 30, 2010	$	147	$	647		5.00	%		0.00	%		3.56	%		–1.44	%		3.56	%		–1.44	%
June 30, 2011		152		552		10.25			6.25			7.25			3.25			3.56			–0.30
June 30, 2012		157		457		15.76			12.76			11.06			8.08			3.56			0.76
June 30, 2013		163		463		21.55			18.55			15.02			12.02			3.56			0.86
June 30, 2014		169		369		27.63			25.63			19.11			17.11			3.56			1.82
June 30, 2015		175		275		34.01			33.01			23.35			22.35			3.56			2.72
June 30, 2016		181		181		40.71			40.71			27.75			27.75			3.56			3.56
June 30, 2017		187		187		47.75			47.75			32.29			32.29			3.56			3.56
June 30, 2018		127		127		55.13			55.13			37.66			37.66			4.06			4.06
June 30, 2019		132		132		62.89			62.89			43.25			43.25			4.06			4.06

Class B shares automatically convert to Class A shares after eight years.

The “With Redemption” numbers for each period assume that the shareholder redeemed at the end of the period stated and did not redeem in prior periods.

A-20

	Select
Period Ended	Annual Costs		Gross Cumulative Return			Net Cumulative Return			Net Annual Return
June 30, 2010	$	61		5.00	%		4.40	%		4.40	%
June 30, 2011		74		10.25			8.90			4.31
June 30, 2012		77		15.76			13.59			4.31
June 30, 2013		80		21.55			18.49			4.31
June 30, 2014		84		27.63			23.60			4.31
June 30, 2015		87		34.01			28.92			4.31
June 30, 2016		91		40.71			34.48			4.31
June 30, 2017		95		47.75			40.28			4.31
June 30, 2018		99		55.13			46.32			4.31
June 30, 2019		103		62.89			52.63			4.31

A-21

APPENDIX B

The Form of Agreement and Plan of Reorganization has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the JPMorgan Trust I and JPMorgan Trust II, Delaware statutory trusts. Accordingly, shareholders should not rely on the representations and warranties in the Agreement and Plan of Reorganization as characterizations of the actual state of facts at the time they were made or otherwise. In addition, the Agreement and Plan of Reorganization may be revised from that shown here prior to its execution, and may be amended after its execution.

FORM OF REORGANIZATION AGREEMENT AMONG JPMORGAN TRUST I FUNDS AND JPMORGAN TRUST II FUNDS

JPMORGAN TRUST I
JPMORGAN TRUST II

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this day of ___, ________, 2009, by and between JPMorgan Trust I, a Delaware statutory trust (“Trust I”), on behalf of the Trust I Acquiring Fund (as defined in the table below) and the Trust I Acquired Funds (as defined in the table below) and JPMorgan Trust II, a Delaware statutory trust (“Trust II,” together with Trust I, a “Trust” or the “Trusts”), on behalf of the Trust II Acquiring Funds (as defined in the table below) and the Trust II Acquired Funds (as defined in the table below).

Each of the Trust I Acquired Funds and Trust II Acquired Funds listed below is an “Acquired Fund” and together they are the “Acquired Funds”
Each a “Trust I Acquired Fund,” and collectively the “Trust I Acquired Funds”				Each a “Trust II Acquired Fund” and collectively the “Trust II Acquired Funds”
JPMorgan Bond Fund				JPMorgan Intermediate Bond Fund
JPMorgan Short Term Bond Fund				JPMorgan Kentucky Municipal Bond Fund
JPMorgan Tax Aware Enhanced Income Fund				JPMorgan Louisiana Municipal Bond Fund
JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan West Virginia Municipal Bond Fund

B-1

Each of the Trust I Acquiring Fund and Trust II Acquiring Funds listed below is an “Acquiring Fund” and together they are the “Acquiring Funds”
The “Trust I Acquiring Fund”				Each a “Trust II Acquiring Fund” and collectively the “Trust II Acquiring Funds”
JPMorgan Intermediate Tax Free Bond Fund				JPMorgan Core Plus Bond Fund
				JPMorgan Short Duration Bond Fund
				JPMorgan Short-Intermediate Municipal Bond Fund
				JPMorgan Core Bond Fund

WHEREAS, each of the Acquired Funds and the Acquiring Funds is a series of an open-end, investment company of the management type registered pursuant to the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, the contemplated reorganization and liquidation will consist of (1) the sale, assignment, conveyance, transfer and delivery of all of the property and assets of each Acquired Fund to the respective Acquiring Fund in exchange solely for shares of beneficial interest of such Acquiring Fund (“Acquiring Fund Shares”) corresponding to the outstanding shares of beneficial interest of the Acquired Fund (“Acquired Fund Shares”), as described herein, (2) the assumption by the Acquiring Fund of all liabilities of the respective Acquired Fund and (3) the distribution of the Acquiring Fund Shares to the Shareholders of each Acquired Fund in complete liquidation of the Acquired Fund, as provided herein (“Reorganizations”), all upon the terms and conditions hereinafter set forth in this Agreement.

WHEREAS, the Trustees of Trust I and Trust II have determined, with respect to each Trust I Acquiring Fund and Trust II Acquiring Fund, respectively, that the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the respective Acquired Fund for Acquiring Fund Shares and the assumption of all liabilities of such Acquired Fund by the Acquiring Fund is in the best interests of each Acquiring Fund, and that the interests of the existing Shareholders of the Acquiring Funds would not be diluted as a result of these transactions; and

WHEREAS, the Trustees of Trust I and Trust II have determined, with respect to each Trust I Acquired Fund and Trust II Acquired Fund, respectively, that the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the respective Acquiring Fund is in the best interests of each Acquired Fund and that the interests of the existing Shareholders of the Acquired Funds would not be diluted as a result of these transactions;

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NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

REORGANIZATIONS

1.1 Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, Trust I and Trust II, on behalf of each of their respective Acquired Funds, agrees to sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the respective Acquiring Fund, and Trust I and Trust II, on behalf of each of their respective Acquiring Funds, agrees in exchange therefor (a) to deliver to the respective Acquired Fund a number of full and fractional shares of beneficial interest of the Acquiring Fund of the respective class (the “Merger Shares”) set forth on Schedule B having an aggregate net asset value equal to the value of the properties and assets of the Acquired Fund attributable to the shares of the Acquired Fund on such date less the value of the liabilities of the Acquired Fund attributable to those shares of the Acquired Fund as of the time and date set forth in paragraph 3.1, determined by dividing the value of such Acquired Fund’s net assets (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2), and (b) to assume all liabilities of the respective Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”).

1.2 The property and assets of Trust I and Trust II attributable to each of their respective Acquired Funds, and to be sold, assigned, conveyed, transferred and delivered to and acquired by Trust I and Trust II, on behalf of each of the corresponding Acquiring Funds, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by an Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, “Assets”). Each Acquired Fund will sell, assign, convey, transfer and deliver to the respective Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund.

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1.3 Each Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date, as defined below. Trust I and Trust II, on behalf of each of their respective Acquiring Funds, shall assume all of the liabilities of the respective Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, “Liabilities”). On or as soon as practicable prior to the Closing Date, each Acquired Fund will declare and pay to its Shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.

1.4 Immediately following the actions contemplated by paragraph 1.1, Trust I and Trust II shall take such actions necessary to complete the liquidation of each of their respective Acquired Funds. To complete the liquidation, Trust I and Trust II, on behalf of each of their respective Acquired Funds, shall (a) distribute to its Shareholders of record as of the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares received by Trust I and Trust II, on behalf of their respective Acquired Funds, pursuant to paragraph 1.1 and (b) completely liquidate. Such liquidation shall be accomplished, with respect to the Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of such Acquired Fund on the books of the respective Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the applicable Acquired Fund Shareholders. The aggregate net asset value of Acquiring Fund Shares to be so credited to Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund Shares owned by Acquired Fund Shareholders on the Closing Date. All issued and outstanding Acquired Fund Shares will be canceled on the books of each Acquired Fund. The Acquiring Funds shall not issue certificates representing Acquiring Fund Shares in connection with such exchange.

1.5 Ownership of Acquiring Fund Shares will be shown on the books of the respective Acquiring Fund’s transfer agent.

1.6 Any reporting responsibility of an Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of such Acquired Fund.

1.7 The consummation of the transactions provided for in this Agreement with respect to an Acquired Fund and the respective Acquiring Fund is not

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contingent upon the consummation of the transactions provided for in this Agreement as to any other Acquired Fund(s) and Acquiring Fund(s).

VALUATION

2.1 The value of the Assets of each Acquired Fund shall be determined as of the close of business of the New York Stock Exchange (“NYSE”), usually 4:00 pm New York time, and after the declaration of any dividends by the Acquired Fund, on the Closing Date (such time and date being hereinafter called the “Valuation Date”), computed using the valuation procedures which the respective Acquiring Fund would use in determining the fair market value of its assets and liabilities.

2.2 The net asset value per share of each Acquiring Fund’s Acquiring Fund Shares shall be determined to the nearest full cent on the Valuation Date, using the valuation procedures established by the Board of Trustees of Trust I and Trust II, as applicable.

2.3 The number of Acquiring Fund Shares to be issued in exchange for the Assets shall be determined with respect to each Acquired Fund by dividing the value of the net assets with respect to the Acquired Fund Shares, determined as set forth in paragraph 2.1, by the net asset value of an Acquiring Fund Share, determined as set forth in paragraph 2.2.

CLOSING AND CLOSING DATE

3.1 The Closing Date shall be [June 24], 2009, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The “close of business” on the Closing Date shall be as of 5:00 p.m., New York time. The Closing shall be held at the offices of J.P. Morgan Investment Management Inc. or at such other time and/or place as the parties may agree.

3.2 Trust I and Trust II shall direct JPMorgan Chase Bank, N.A. (“JPMCB”), as custodian for each Acquired Fund (“Acquired Fund Custodian”), to deliver to Trust I or Trust II, on behalf of each of the respective Acquiring Funds, at the Closing, a certificate of an authorized officer stating that (i) the Assets of each Acquired Fund have been delivered in proper form to the respective Acquiring Fund on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. Each Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMCB, as the custodian for each Acquiring Fund (“Acquiring Fund Custodian”). Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such

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certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the respective Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets of each Acquired Fund deposited with such depositories. The cash to be transferred by each Acquired Fund shall be delivered to the Acquiring Fund Custodian on the Closing Date.

3.3 Trust I and Trust II shall direct Boston Financial Data Services, Inc., in its capacity as transfer agent for each Acquired Fund (“Transfer Agent”), to deliver to Trust I and Trust II, on behalf of the respective Acquiring Funds at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of Acquired Fund Shares owned by each such Shareholder immediately prior to the Closing. Each Acquiring Fund shall deliver to the Secretary of the respective Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to such Acquired Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request.

3.4 In the event that at the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of any Acquiring Fund or any Acquired Fund (each an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of any Acquired Fund or any Acquiring Fund is impracticable (in the judgment of the Board of Trustees of Trust I with respect to either the Trust I Acquiring Fund or Trust I Acquired Funds and the Board of Trustees of Trust II with respect to either the Trust II Acquiring Funds or Trust II Acquired Funds), the Closing Date shall be postponed with respect to such Acquired Fund or Acquiring Fund until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

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REPRESENTATIONS AND WARRANTIES

4.1 Except as has been fully disclosed to Trust I and Trust II in Schedule 4.1 to this Agreement, each of Trust I and Trust II, on behalf of each of their respective Acquired Funds and in their individual capacity solely with respect to their Trust, represents and warrants as follows:

(a) Each Trust I Acquired Fund is duly established as a series of Trust I, and each Trust II Acquired Fund is duly established as a series of Trust II, each of which is a statutory trust duly organized, existing and in good standing under the laws of the State of Delaware, with power under its Certificate of Trust and Agreement and Declaration of Trust, as amended (collectively, the “Charter”), to own all of its Assets and to carry on its business as it is being conducted as of the date hereof. Each of Trust I and Trust II is not required to qualify as a foreign trust or association in any jurisdiction, except for any jurisdiction in which it has so qualified or in which a failure to so qualify would not have a material adverse effect. Each of Trust I and Trust II has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1.

(b) Each of Trust I and Trust II is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of the Acquired Fund Shares under the Securities Act of 1933, as amended (“ 1933 Act”), is in full force and effect.

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Funds of the transactions contemplated herein, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (“1934 Act”), the 1940 Act, state securities laws and the Hart-Scott Rodino Act.

(d) The current prospectus and statement of additional information of each Acquired Fund conforms in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(e) On the Closing Date, Trust I and Trust II, on behalf of each of their respective Acquired Funds, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, convey, transfer

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and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for the Assets, Trust I and Trust II, on behalf of the respective Acquiring Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act.

(f) Each Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result in, (i) a material violation of the Charter or by-laws of Trust I and Trust II, as applicable, or of any agreement, indenture, instrument, contract, lease or other undertaking to which Trust I and Trust II, on behalf of each of their respective Acquired Funds, is a party or by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which Trust I and Trust II, on behalf of each of their respective Acquired Funds, is a party or by which it is bound.

(g) All material contracts or other commitments of each Acquired Fund (other than this Agreement, contracts listed in Schedule 4.1 and certain investment contracts, including options, futures, and forward contracts) will terminate without liability to the Acquired Fund on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of each party thereto (assuming due authorization, execution and delivery by the other party thereto) and the assignment by the Acquired Fund to the respective Acquiring Fund of each such contract will not result in the termination of such contract, any breach or default thereunder or the imposition of any penalty thereunder.

(h) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to Trust I’s or to Trust II’s knowledge, threatened against Trust I or Trust II, with respect to any Trust I Acquired Fund or Trust II Acquired Fund, as applicable, or any of such Acquired Fund’s properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. Each of Trust I and Trust II, on behalf of each of their respective Acquired Funds, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.

(i) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of each Acquired Fund for the fiscal year ended February 28, 2009 (for JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund, for the fiscal year ended October 31, 2008)

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have been audited by [ ], Independent Registered Public Accounting Firm, and are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied. Such statements, and the Statement of Assets and Liabilities, Statement of Operations, Statement of Changes in Net Assets and Schedule of Investments for the six months ended April 30, 2009, for JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund (true and correct copies of which have been furnished to Trust I and Trust II, on behalf of their respective Acquiring Funds) present fairly, in all material respects, the financial condition of each Acquired Fund as of such date in accordance with GAAP, and there are no known contingent, accrued or other liabilities of each such Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date that are not disclosed therein.

(j) Since February 28, 2009 (and for JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund, since April 30, 2009), there has not been any material adverse change in each Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by each such Acquired Fund of indebtedness, other than the incurrence of indebtedness in the ordinary course of business in accordance with the Acquired Fund’s investment restrictions. For the purposes of this subparagraph (j), a decline in net asset value per share of Acquired Fund Shares due to declines in market values of securities held by an Acquired Fund, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund Shares by Shareholders of an Acquired Fund shall not constitute a material adverse change.

(k) On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each Acquired Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of Trust I and Trust II’s knowledge, as applicable, no such return is currently under audit and no assessment has been asserted with respect to such returns.

(l) For each taxable year of its operation (including the taxable year ending on the Closing Date), each Acquired Fund has met or meets the requirements of Subchapter M of the Code for qualification as a regulated investment company, and has been or is eligible to and has computed or will compute its federal income tax under Section 852 of the

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Code. In that regard, each Acquired Fund has distributed or, with respect to its taxable year most recently ended and its taxable year ending on the Closing Date, has declared and distributed, or has declared and will distribute, substantially all of (i) its investment company taxable income (computed without regard to any deduction for dividends paid), (ii) the excess, if any, of (x) its investment income excludible from gross income under Section 103 of the Code over (y) its deductions disallowed under Sections 265 and 171 of the Code (“net tax-exempt income”), and (iii) any net capital gain (after reduction for any capital loss carryforward) (as defined in the Code).

(m) All issued and outstanding Acquired Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by Trust I and Trust II, on behalf of their respective Acquired Funds, and will have been offered and sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. All of the issued and outstanding Acquired Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of each Acquired Fund, as provided in paragraph 3.3. No Acquired Fund has outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund Shares, nor is there outstanding any security convertible into any of the Acquired Fund Shares. Each Acquired Fund will review its Assets to ensure that at any time prior to the Closing Date its Assets do not include any assets that the respective Acquiring Fund is not permitted, or reasonably believes to be unsuitable for it, to acquire, including without limitation any security that, prior to its acquisition by the Acquired Fund, is unsuitable for the Acquiring Fund to acquire.

(n) The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary trust action on the part of the Board of Trustees of Trust I and Trust II, and by the approval of each Acquired Fund’s Shareholders, as described in paragraph 8.1, and this Agreement constitutes a valid and binding obligation of Trust I and Trust II, on behalf of each of their respective Acquired Funds, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

(o) The combined proxy statement and prospectus (“Proxy Statement/Prospectus”) to be included in the Registration Statement (as defined in paragraph 5.6), insofar as it relates to each Acquired Fund, Trust I and Trust II, will from the effective date of the Registration Statement through

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the date of the meeting of Shareholders of each Acquired Fund contemplated therein and on the Closing Date (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Proxy Statement/Prospectus made in reliance upon and in conformity with information that was furnished by the Acquiring Funds for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. The information to be furnished by the Acquired Funds for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the Financial Industry Regulatory Authority (“FINRA”)), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

4.2 Except as has been fully disclosed to Trust I and Trust II in Schedule 4.2 to this Agreement, each of Trust I and Trust II, on behalf of each of their respective Acquiring Funds and in their individual capacity solely with respect to their Trust, represents and warrants as follows:

(a) Each Trust I Acquiring Fund is duly established as a series of Trust I and each Trust II Acquiring Fund is duly established as a series of Trust II, each of which is a statutory trust duly organized, existing and in good standing under the laws of the State of Delaware, with power under its Charter, to own all of its Assets and to carry on its business as it is being conducted as of the date hereof. Each of Trust I and Trust II is not required to qualify as a foreign trust or association in any jurisdiction, except for any jurisdiction in which it has so qualified or in which a failure to so qualify would not have a material adverse effect. Each of Trust I and Trust II has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1.

(b) Each of Trust I and Trust II is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of the Acquiring Fund Shares under the 1933 Act will be in full force and effect as of the Closing Date.

(c) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Funds of the transactions contemplated herein, except such as may be

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required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Hart-Scott-Rodino Act.

(d) The current prospectus and statement of additional information of each Acquiring Fund conforms in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(e) Each Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of the Charter or bylaws of Trust I and Trust II, as applicable, or of any agreement, indenture, instrument, contract, lease or other undertaking to which Trust I and Trust II, on behalf of each of their respective Acquiring Funds, is a party or by which it is bound, or (ii) the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which Trust I and Trust II, on behalf of each of their respective Acquiring Funds, is a party or by which it is bound.

(f) No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to Trust I’s or to Trust II’s knowledge, threatened against Trust I or Trust II, with respect to any Trust I Acquiring Fund or Trust II Acquiring Fund, as applicable, or any of such Acquiring Fund’s properties or assets, that, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition or the conduct of its business. Except as disclosed in Schedule 4.2 to this Agreement, Trust I and Trust II, on behalf of each of their respective Acquiring Funds, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions herein contemplated.

(g) The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquiring Fund at February 28, 2009, have been audited by [______], Independent Registered Public Accounting Firm, and are in accordance with GAAP consistently applied, and such statements (true and correct copies of which have been furnished to Trust I and Trust II, on behalf of their respective Acquired Funds) present fairly, in all material respects, the financial condition of each Acquiring Fund as of such date in accordance

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with GAAP, and there are no known contingent, accrued or other liabilities of each such Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date that are not disclosed therein.

(h) Since February 28, 2009, there has not been any material adverse change in each Acquiring Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by each such Acquiring Fund of indebtedness, other than the incurrence of indebtedness in the ordinary course of business in accordance with the Acquiring Fund’s investment restrictions. For the purposes of this subparagraph (h), a decline in net asset value per share of Acquiring Fund Shares due to declines in market values of securities held by an Acquiring Fund, the discharge of Acquiring Fund liabilities, or the redemption of Acquiring Fund Shares by Shareholders of the Acquiring Fund shall not constitute a material adverse change.

(i) On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of each Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of Trust I’s and of Trust II’s knowledge, as applicable, no such return is currently under audit and no assessment has been asserted with respect to such returns.

(j) For each taxable year of its operation, each Acquiring Fund has met or meets the requirements of Subchapter M of the Code for qualification as a regulated investment company, and has been or is eligible to and has computed or will compute its federal income tax under Section 852 of the Code. In that regard, each Acquiring Fund has distributed or, with respect to its taxable year most recently ended, has declared and distributed, or has declared and will distribute, substantially all of (i) its investment company taxable income (computed without regard to any deduction for dividends paid), (ii) the excess, if any, of (x) its investment income excludible from gross income under Section 103 of the Code over (y) its deductions disallowed under Sections 265 and 171 of the Code (“net tax-exempt income”), and (iii) any net capital gain (after reduction for any capital loss carryforward) (as defined in the Code).

(k) All of the issued and outstanding Acquiring Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by Trust I and Trust II, on behalf of their respective Acquiring Funds, and will have been offered and

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sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. No Acquiring Fund has outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares. All of the Acquiring Fund Shares to be issued and delivered to the Acquired Funds, for the account of the Acquired Fund Shareholders, pursuant to this Agreement will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly and legally issued Acquiring Fund Shares and be fully paid and non-assessable by Trust I and Trust II, on behalf of their respective Acquiring Funds.

(l) The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Board of Trustees of Trust I, on behalf of the Trust I Acquiring Fund, and the Board of Trustees of Trust II, on behalf of the Trust II Acquiring Funds, and this Agreement constitutes a valid and binding obligation of Trust I and Trust II, on behalf of each of their respective Acquiring Funds, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

(m) The Proxy Statement/Prospectus to be included in the Registration Statement, insofar as it relates to each Acquiring Fund, Trust I, Trust II and the Acquiring Fund Shares, will from the effective date of the Registration Statement through the date of the meeting of Shareholders of each Acquired Fund contemplated therein and on the Closing Date (i) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Proxy Statement/Prospectus made in reliance upon and in conformity with information that was furnished by the Acquired Funds for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder. The information to be furnished by the Acquiring Funds for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including FINRA), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

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COVENANTS

Trust I, on behalf of each Trust I Acquired Fund and the Trust I Acquiring Fund, and Trust II, on behalf of each Trust II Acquired Fund and each Trust II Acquiring Fund, respectively, hereby further covenant as follows:

5.1 Each Acquired Fund and the respective Acquiring Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

5.2 Trust I and Trust II will call a meeting of the Shareholders of each Acquired Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

5.3 Each Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.4 Each Acquired Fund will assist the respective Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund Shares.

5.5 Subject to the provisions of this Agreement, each Acquiring Fund and each Acquired Fund covenant to take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.6 Trust I and Trust II, on behalf of their respective Acquiring Funds, shall prepare and file a Registration Statement on Form N-14 in compliance with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder with respect to the Reorganizations (“Registration Statement”). Each Acquired Fund will provide to the respective Acquiring Fund such information regarding the Acquired Fund as may be reasonably necessary for the preparation of the Registration Statement.

5.7 Each of the Acquiring Funds and each of the Acquired Funds covenant to use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.

5.8 Trust I and Trust II, on behalf of each of their respective Acquired Funds, each covenants that it will execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as Trust I and Trust II, on behalf of each of their respective Acquiring Funds, may reasonably deem necessary or desirable in order to vest in and confirm (a) each Trust’s, on behalf of its respective

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Acquired Funds, title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) each Trust’s, on behalf of its respective Acquiring Funds, title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

5.9 Each Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

5.10 Each Acquiring Fund shall not change its Declaration of Trust, prospectus or statement of additional information prior to closing so as to restrict permitted investments for the Acquiring Fund prior to the closing, except as required by the Commission.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND

The obligations of Trust I and Trust II, on behalf of each of their respective Acquired Funds, to consummate the transactions provided for herein shall be subject, at their own election, to the performance by Trust I and Trust II, on behalf of each of their respective Acquiring Funds, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

6.1 All representations and warranties of Trust I and Trust II, on behalf of each of their respective Acquiring Funds, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date.

6.2 Trust I and Trust II, on behalf of each of their respective Acquiring Funds, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Trust I and Trust II, on behalf of each of their respective Acquiring Funds, on or before the Closing Date.

6.3 Trust I and Trust II, on behalf of each of their respective Acquiring Funds, shall have executed and delivered an assumption of the Liabilities (the “Assumption Instrument”) and all such other agreements and instruments as Trust I and Trust II, on behalf of each of their respective Acquired Funds, may reasonably deem necessary or desirable in order to vest in and confirm (a) Trust I and Trust II, on behalf of each of their respective Acquired Funds, have title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) Trust I’s and Trust II’s, on behalf of each of their respective Acquiring Funds, assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement.

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6.4 Trust I and Trust II, on behalf of each of their respective Acquiring Funds, shall have delivered to the corresponding Acquired Fund a certificate executed in the name of Trust I and Trust II, on behalf of each of their respective Acquiring Funds, by the President or Vice President and the Treasurer or Assistant Treasurer of Trust I and Trust II, in a form reasonably satisfactory to Trust I and Trust II, on behalf of the corresponding Acquired Funds, and dated as of the Closing Date, as to the matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as Trust I and Trust II shall reasonably request.

6.5 Each Acquired Fund and the respective Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganizations after such number has been calculated in accordance with paragraph 1.1.

CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND

The obligations of Trust I and Trust II, on behalf of each of their respective Acquiring Funds, to consummate the transactions provided for herein shall be subject, at the election of Trust I and Trust II , to the performance by Trust I and Trust II, on behalf of each of their respective Acquired Funds, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions:

7.1 All representations and warranties of Trust I and Trust II, on behalf of each of their respective Acquired Funds, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date.

7.2 Trust I and Trust II, on behalf of each of their respective Acquired Funds, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by Trust I and Trust II, on behalf of such Acquired Fund, on or before the Closing Date.

7.3 Trust I and Trust II, on behalf of each of their respective Acquired Funds, shall have delivered to the respective Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of Trust I and Trust II, on behalf of their respective Acquired Funds. Trust I and Trust II shall have executed and delivered all such assignments and other instruments of transfer (the “Transfer Instruments”) as Trust I and Trust II, on behalf of their respective Acquiring Funds may reasonably deem necessary or desirable in order to vest in and confirm (a) Trust I’s and Trust II s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) Trust I’s and Trust II’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement.

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7.4 Trust I and Trust II, on behalf of each of their respective Acquired Funds, shall have delivered to the corresponding Acquiring Funds, a certificate executed in the name of Trust I or Trust II, on behalf of each of their respective Acquired Funds, by the President or Vice President and the Treasurer or Assistant Treasurer of Trust I or Trust II, respectively, in a form reasonably satisfactory and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as Trust I and Trust II, on behalf of their respective Acquiring Funds, shall reasonably request.

7.5 Each Acquired Fund and the respective Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganizations after such number has been calculated in accordance with paragraph 1.1.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH
ACQUIRING FUND AND EACH ACQUIRED FUND

If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to Trust I or Trust II, on behalf of each of an Acquired Fund or an Acquiring Fund, as applicable, the other party to this Agreement shall be entitled, at its option, to refuse to consummate the transactions contemplated by this Agreement as to such Acquired Fund and Acquiring Fund:

8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of each Acquired Fund with respect to each Acquired Fund in accordance with the provision of the Charter and by-laws of Trust I and Trust II, applicable state law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the respective Acquiring Fund. Notwithstanding anything herein to the contrary, neither Trust I or Trust II may waive the condition set forth in this paragraph 8.1.

8.2 On the Closing Date no action, suit or other proceeding shall be pending or, to Trust I’s or to Trust II’s knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by Trust I and Trust II to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of any Acquiring Fund or any Acquired Fund, provided that either party hereto may for itself waive any of such conditions.

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8.4 The Registration Statement shall have become effective under the 1933 Act, and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5 With respect to each Reorganization, the parties shall have received an opinion of Ropes & Gray LLP (or other suitable counsel) dated the Closing Date, substantially to the effect that for federal income tax purposes: (i) the transfer of the Acquired Fund’s assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption of the Acquired Fund’s liabilities, followed by a distribution of those shares to the shareholders of the Acquired Fund and the termination of the Acquired Fund will constitute a “reorganization” within the meaning of Section 368(a)(1) of the Code, and the Acquiring Fund and Acquired Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (ii) under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund; (iii) under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund acquired by the Acquiring Fund in the Reorganization will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the Reorganization; (iv) under Section 1223(2) of the Code, the holding periods of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund; (v) under Section 361 of the Code, no gain or loss will be recognized by the Acquired Fund upon the transfer of its assets to the Acquiring Fund in exchange for Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, or upon the distribution (whether actual or constructive) of Acquiring Fund Shares by the Acquired Fund to the shareholders of the Acquired Fund in liquidation; (vi) under Section 354 of the Code, the shareholders of the Acquired Fund will not recognize a gain or loss upon the exchange of their shares of the Acquired Fund for Acquiring Fund Shares; (vii) under Section 358 of the Code, the aggregate tax basis of Acquiring Fund Shares that the shareholders of the Acquired Fund receive in connection with the Reorganization will be the same as the aggregate tax basis of their respective shares in the Acquired Fund exchanged therefor; (viii) under Section 1223(1) of the Code, the holding period for the shares of the Acquiring Fund that a shareholder of the Acquired Fund receives in the Reorganization will include the period during which the Acquired Fund Shares exchanged therefor were held by such shareholder, provided that on the date of the exchange it held such Acquired Fund Shares as capital assets; and (ix) the Acquiring Fund will succeed to and take into account the items of the

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Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and Regulations thereunder. Ropes & Gray LLP (or other suitable counsel) will express no view with respect to the effect of the transaction on any transferred asset as to which any unrealized gain or loss is required to be recognized under federal income tax principles (i) at the end of a taxable year or upon the termination thereof, or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction. The opinion will be subject to receipt of and based on certain factual certifications made by officers of the Acquiring Fund and the Acquired Fund and will also be based on customary assumptions. It is possible that the Internal Revenue Service could disagree with Ropes & Gray LLP’s (or other suitable counsel’s) opinion. Notwithstanding anything herein to the contrary, neither Trust I nor Trust II may waive the conditions set forth in this paragraph 8.5.

8.6 Trust I and Trust II shall have received the opinion of Ropes & Gray LLP (or other suitable counsel) dated the Closing Date (subject to customary assumptions, qualifications and limitations and in form and substance reasonably acceptable to Trust I and Trust II, on behalf of their respective Acquiring Funds and Acquired Funds) substantially to the effect that, based upon certain facts and certifications made by Trust I and Trust II, on behalf of each of their respective Acquiring Funds and Acquired Funds, and their authorized officers, (a) each of Trust I and Trust II is a duly organized and validly existing under the laws of Delaware and has power to own all of its properties and assets and to carry on its business as presently conducted, and each Acquiring Fund and Acquired Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the Charter and bylaws of Trust I and Trust II; (b) each Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Agreement and the execution and delivery to each Acquired Fund by the Acquiring Trust, on behalf of their respective Acquiring Fund, of the Assumption Instrument, the Acquiring Fund will have duly assumed such liabilities; (c) each Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Agreement and the execution and delivery to each Acquiring Fund by the Acquired Trust, on behalf of the respective Acquired Fund, of the Transfer Instruments against payment therefore, the Acquired Fund will have duly transferred such assets to the respective Acquiring Fund; (d) this Agreement has been duly authorized, executed and delivered on behalf of each Acquiring Fund and Acquired Fund and, assuming the Registration Statement and Proxy Statement comply with applicable federal securities laws, constitutes the valid and binding obligation of each Acquiring Fund and Acquired Fund, enforceable against the Acquiring Fund and Acquired Fund in accordance with its terms,

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subject to bankruptcy, insolvency, moratorium reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (e) the Acquiring Fund Shares to be issued for transfer to each Acquired Fund’s shareholders as provided by this Agreement are duly authorized for issuance and, when issued and delivered by each Acquiring Fund against delivery of all of the assets of the respective Acquired Fund as set forth in this Agreement, will be validly issued and outstanding and fully paid and nonassessable shares in the applicable Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (f) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated thereby will not, violate the Charter or bylaws of Trust I and Trust II or result in a violation of the terms and provision of the agreements to which Trust I and Trust II or an Acquiring Fund or an Acquired Fund is a party or by which either Trust I and Trust II or an Acquiring Fund or an Acquired Fund is bound that are listed in an annex to such opinion and, to the knowledge of such counsel, no consent, approval, authorization or order of any United States federal or Delaware state court or governmental body is required for the consummation by Trust I and Trust II and each Acquiring Fund or Acquired Fund of the transactions contemplated by the Agreement, except such as have been obtained; (g) to the knowledge of such counsel, based on discussions with officers of Trust I and Trust II but without other independent investigation, there is no litigation or administrative proceeding or investigation of or before any court or governmental body presently pending or threatened as to Trust I and Trust II or any Acquiring Fund or Acquired Fund or any of their respective properties or assets; to the knowledge of such counsel, based on discussions with officers of Trust I and Trust II but without other independent investigation, neither Trust I and Trust II nor any Acquiring Fund or Acquired Fund is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects either of their respective businesses; and, to the knowledge of such counsel, based on discussions with officers of Trust I and Trust II but without other independent investigation, there is no legal or governmental proceeding relating to Trust I and Trust II or any Acquiring Fund or Acquired Fund pending on or before the date of mailing of the Proxy Statement or the date hereof which is required to be disclosed in the Registration Statement which is not disclosed therein; (h) Trust I and Trust II are registered with the Commission as an investment company under the 1940 Act; and (i) the Registration Statement has become effective under the 1933 Act and, to the knowledge of such counsel, (1) no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and (2) no proceedings for that purpose have been instituted or threatened by the Commission.

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8.7 The Assets of each Acquired Fund will include no assets which the respective Acquiring Fund, by reason of limitations contained in its Charter or of investment restrictions disclosed in its current prospectus and statement of additional information, as supplemented, in effect on the Closing Date, may not properly acquire.

INDEMNIFICATION

9.1 Each Trust I Acquired Fund and Trust I Acquiring Fund, solely out of its assets and property (including any amounts paid to the corresponding Trust II Acquiring Fund pursuant to any applicable liability insurance policies or indemnification agreements), severally and not jointly, agrees to indemnify and hold harmless the corresponding Trust II Acquiring Fund or Trust II Acquired Fund and its Trustees and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the respective Trust II Acquiring Fund or Trust II Acquired Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by a Trust I Acquired Fund or Trust I Acquiring Fund, as applicable of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by Trust I or its Trustees or officers prior to the Closing Date, provided that such indemnification by any Trust I Acquired Fund or Trust I Acquiring Fund is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.

9.2 Each Trust II Acquiring Fund and Trust II Acquired Fund, solely out of its assets and property including (including any amounts paid to the corresponding Trust I Acquired Fund or Trust I Acquiring Fund pursuant to any applicable liability insurance policies or indemnification agreements), severally and not jointly, agrees to indemnify and hold harmless Trust I and its Trustees and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the corresponding Trust I Acquired Fund or Trust I Acquiring Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by a Trust II Acquiring Fund or Trust II Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by Trust II or its Trustees or officers prior to the Closing Date, provided that such indemnification by any Trust II Acquiring Fund or Trust II Acquired Fund is not (i) in violation of any

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applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.

10.

BROKERAGE FEES AND BROKERAGE EXPENSES

10.1 Trust I and Trust II represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

10.2 J.P. Morgan Investment Management Inc. or JPMorgan Investment Advisors Inc., as applicable, JPMorgan Funds Management, Inc. and JPMorgan Distribution Services, Inc. will waive their fees and/or reimburse each Fund in an amount sufficient to offset the costs incurred by the Fund relating to its Reorganization. The costs of the Reorganizations shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparation and filing of the Registration Statement and printing and distribution of the Proxy Statement, legal fees, accounting fees, securities registration fees, and expenses of holding a Shareholders’ meeting pursuant to paragraph 5.2. The costs of the Reorganizations will not include brokerage fees and brokerage expenses related to the disposition and acquisition of portfolio assets. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.

11.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

11.1 Trust I and Trust II agree that neither party has made any representation, warranty or covenant, on behalf of either an Acquiring Fund or an Acquired Fund, not set forth herein and that this Agreement constitutes the entire agreement between the parties.

11.2 The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.

12.

TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to one or more Acquiring Funds or the respective Acquired Funds by resolution of the either the Board of Trustees of Trust I or the Board of Trustees of Trust II, at any time prior to the Closing Date, if circumstances should develop that, in the opinion of that Board, make proceeding with the Agreement inadvisable with respect to such Acquiring Fund(s) or the respective Acquired Fund(s), respectively.

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13.

AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of Trust I and Trust II.

14.

NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery (i.e., e-mail) personal service or prepaid or certified mail addressed as follows:

If to either Trust I or Trust II, at 245 Park Avenue, New York, NY 10167, in each case to the attention of the Trust’s secretary and with a copy to Ropes & Gray LLP, One Metro Center, 700 12th Street, NW, Suite 900, Washington, DC 20005, attn: Alan G. Priest.

15.

HEADINGS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT;
LIMITATION OF LIABILITY; RULE 145

15.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

15.3 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

15.4 Pursuant to Rule 145 under the 1933 Act, each Acquiring Fund will, in connection with the issuance of any Acquiring Fund Shares to any person who at the time of the transaction contemplated hereby is deemed to be an affiliate of a party to the transaction pursuant to Rule 145(c), cause to be affixed upon the certificates issued to such person (if any) such legends as may be reasonably believed by counsel to the Acquiring Fund to be required by law, and, further, each Acquiring Fund will issue stop transfer instructions to its transfer agent with respect to such Acquiring Fund Shares. Each Acquired Fund shall provide the respective Acquiring Fund on the Closing Date with the name of any Acquired Fund Shareholder who is to the knowledge of the Acquired Fund an affiliate of the Acquired Fund on such date.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date and year first above written.

With respect to paragraph 10.2 of this Agreement, Accepted and Acknowledged by:

J.P. Morgan Investment Management Inc.				JPMorgan Investment Advisors Inc.
By:				By:
Name:				Name:
Title:				Title:
JPMorgan Distribution Services Inc.				JPMorgan Funds Management Inc.
By:				By:
Name:				Name:
Title:				Title:

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Schedule A

JPMorgan Trust I Acquired Funds				JPMorgan Trust II Acquired Funds
JPMorgan Bond Fund				JPMorgan Intermediate Bond Fund
JPMorgan Short Term Bond Fund				JPMorgan Kentucky Municipal Bond Fund
JPMorgan Tax Aware Enhanced Income Fund				JPMorgan Louisiana Municipal Bond Fund
JPMorgan Tax Aware Short-Intermediate Income Fund				JPMorgan West Virginia Municipal Bond Fund

JPMorgan Trust I Acquiring Fund				JPMorgan Trust II Acquiring Funds
JPMorgan Intermediate Tax Free Bond Fund				JPMorgan Core Plus Bond Fund
				JPMorgan Short Duration Bond Fund
				JPMorgan Short-Intermediate Municipal Bond Fund
				JPMorgan Core Bond Fund

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Schedule B

Acquired Fund		Acquiring Fund
JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund
Class A	→	Class A
Class B	→	Class B
Class C	→	Class C
Select Class	→	Select Class
Institutional Class	→	Institutional Class
Ultra	→	Ultra
JPMorgan Short Term Bond Fund		JPMorgan Short Duration Bond Fund
Class A	→	Class A
Select Class	→	Select Class
Institutional Class	→	Ultra
JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short-Intermediate Municipal Bond Fund
Class A	→	Class A
Select Class	→	Select Class
Institutional Class	→	Institutional Class
JPMorgan Tax Aware Short-Intermediate Income Fund		JPMorgan Short-Intermediate Municipal Bond Fund
Select Class	→	Select Class
Institutional Class	→	Institutional Class
JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund
Class A	→	Class A
Class B	→	Class B
Class C	→	Class C
Select Class	→	Select Class
Ultra	→	Ultra
JPMorgan Kentucky Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
Class A	→	Class A
Class B	→	Class B
Select Class	→	Select Class

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Acquired Fund		Acquiring Fund
JPMorgan Louisiana Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
Class A	→	Class A
Class B	→	Class B
Select Class	→	Select Class
JPMorgan West Virginia Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
Class A	→	Class A
Class B	→	Class B
Select Class	→	Select Class

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APPENDIX C
HOW TO DO BUSINESS WITH THE ACQUIRING FUNDS

PURCHASING FUND SHARES

Where can I buy shares?

You may purchase Fund shares:

•

Through your Financial Intermediary. Financial Intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase, that have entered into agreements with JPMDS as Distributor and/or shareholder servicing agent. Shares purchased this way will typically be held for you by the Financial Intermediary; or

•

Directly from the Funds through JPMDS.

Who can buy shares?

Class A, Class B and Class C Shares

Class A, Class B and Class C Shares may be purchased by the general public.

Select Class Shares

Select Class Shares may be purchased directly from the Fund through JPMDS by institutional investors such as corporations, pension and profit sharing plans and foundations that meet the minimum investment requirement for purchases of Select Class Shares. See “How do I open an account?” Select Class Shares may also be purchased:

•

Through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Fund;

•

Directly from the Fund by officers, directors or trustees, retirees and employees and their immediate families (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the person, as defined in Section 152 of the Internal Revenue Code) of JPMorgan Funds and JPMorgan Chase and its subsidiaries and affiliates.

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Institutional Class Shares

Institutional Class Shares may be purchased directly from the Fund through JPMDS by institutional investors such as corporations, pension and profit sharing plans and foundations that meet the minimum investment requirement for purchases of Institutional Class Shares. See “How do I open an account?”

Institutional Class Shares may also be purchased through your Financial Intermediary or any other organization, including affiliates of JPMorgan Chase authorized to act in a fiduciary, advisory, custodial or agency capacity for its clients or customers. Financial Intermediaries or such other organizations may impose eligibility requirements for each of their clients or customers investing in the Fund, including investment minimum requirements, which may be the same or differ from the requirements for investors purchasing directly from the Fund.

For further information on investment minimums or eligibility, please call 1-800-480-4111.

Ultra Shares

Ultra Shares may be purchased by investors (i) whose investments in a Fund are made and directed on their behalf by investment representatives at JPMIM, JPMIA, or JPMorgan Chase Bank, N.A. or their affiliates (the Investment Manager) pursuant to a discretionary investment management agreement or trust agreement that provides for discretionary investment management services between the Investment Manager and the investor (a Discretionary Account) and (ii) whose Discretionary Account’s initial investment in the Funds (other than the Bond Fund) is at least $5,000,000. The initial investment in the Bond Fund is at least $20,000,000. Ultra Shares also may be purchased by 401(k) and other retirement plans administered by the Retirement Plan Services affiliate of JPMorgan Chase Bank, N.A.

The JPMorgan Short Duration Bond Fund is waiving these investment minimum and eligibility requirements for Institutional Class shareholders of the JPMorgan Short Term Bond Fund who receive Ultra Shares of the JPMorgan Short Duration Bond Fund through the Reorganization. However, these shareholders will be subject to all investment minimum and eligibility requirements for purchases of additional Ultra Shares and exchanges. Please see “Exchanging Fund Shares” below.

For Ultra Shares, accounts may be opened with the Fund’s transfer agent either directly or through a Financial Intermediary. If you have questions about eligibility, please call 1-800-480-4111.

•

Ultra Shares are not subject to a sales charge or Rule 12b-1 fees.

•

Ultra Shares have lower annual expense ratios than Institutional Class Shares and Select Class Shares as the Ultra Shares have no ongoing shareholder service fees.

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•

Each Fund may issue other classes of shares that have different sales charges, expense levels and performance and different requirements for who may invest. Call 1-800-480-4111 to obtain more information concerning all of the Funds’ other share classes. A Financial Intermediary who receives compensation for selling Fund shares may receive different amounts of compensation for sales of different classes of shares.

When can I buy shares?

Purchases may be made on any business day. This includes any day that the Funds are open for business, other than weekends and days on which the New York Stock Exchange (“NYSE”) is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

Only purchase orders accepted by a Fund or a Financial Intermediary before 4:00 p.m. New York time will be effective at that day’s price. JPMorgan Funds Services will accept your order when federal funds, a wire, a check or Automated Clearing House (“ACH”) transaction is received together with a completed Account Application. If you purchase shares through a Financial Intermediary, you may be required to complete additional forms or follow additional procedures. You should contact your Financial Intermediary regarding purchases, exchanges and redemptions. Please see “How do I open an account?” for more details.

On occasion, the NYSE will close before 4:00 p.m. New York time. When that happens, purchase orders accepted by the Fund or a Financial Intermediary after the NYSE closes will be effective the following business day.

If a Financial Intermediary holds your shares, it is the responsibility of the Financial Intermediary to send your purchase order to the Fund. Your Financial Intermediary may have an earlier cut-off time for purchase orders.

Share ownership is electronically recorded; therefore, no certificate will be issued.

The JPMorgan Funds do not authorize market timing and, except for the Funds identified below, use reasonable methods to identify market timers and to prevent such activity. However, there can be no assurance that these methods will prevent market timing or other trading that may be deemed abusive. Market timing is an investment strategy using frequent purchases, redemptions and/or exchanges in an attempt to profit from short-term market movements. Market timing may result in dilution of the value of Fund shares held by long-term shareholders, disrupt portfolio management and increase Fund expenses for all shareholders. Although market timing may affect any Fund, these risks may be higher for Funds that invest significantly in non-U.S. securities or thinly traded securities (e.g., certain small cap securities), such as international, global or emerging market funds or small cap funds. For example, when a Fund invests in securities trading principally in non-U.S. markets that close prior to the close of the NYSE, market timers may

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seek to take advantage of the difference between the prices of these securities at the close of their non-U.S. markets and the value of such securities when the Fund calculates its net asset value. The JPMorgan Funds or the Distributor will prohibit any purchase order (including exchanges) with respect to one investor, a related group of investors or their agent(s) where they detect a pattern of either purchases and sales of one of the JPMorgan Funds, or exchanges between or among the JPMorgan Funds, that indicates market timing or trading that they determine is abusive.

The JPMorgan Funds’ Board of Trustees has adopted policies and procedures that use a variety of methods to identify market timers, including reviewing “round trips” in and out of the JPMorgan Funds by investors. A “round trip” includes a purchase or exchange into a Fund followed or preceded by a redemption or exchange out of the same Fund. If the Distributor detects that you have completed two round trips within 60 days in the same Fund, the Distributor will reject your purchase and exchange orders for a period of at least 90 days. For subsequent violations, the Distributor may, in its sole discretion, reject your purchase and exchange orders temporarily or permanently. In identifying market timers, the Distributor may also consider activity of accounts that it believes to be under common ownership or control.

Market timers may disrupt portfolio management and harm Fund performance. To the extent that the JPMorgan Funds are unable to identify market timers effectively, long-term investors may be adversely affected. Although the JPMorgan Funds use a variety of methods to detect and deter market timing, there is no assurance that the Funds’ own operational systems and procedures will identify and eliminate all market-timing strategies. For example, certain accounts, which are known as omnibus accounts, include multiple investors and such accounts typically provide the Funds with a net purchase or redemption order on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another and the identity of individual purchasers and redeemers are not known by the Funds. While the Funds seek to monitor for market timing activities in omnibus accounts, the netting effect limits the Funds’ ability to locate and eliminate individual market timers. As a result, the Funds are often dependent upon Financial Intermediaries who utilize their own policies and procedures to identify market timers. These policies and procedures may be different than those utilized by the Funds.

The Funds have attempted to put safeguards in place to assure that Financial Intermediaries have implemented procedures designed to deter market timing and abusive trading. Despite these safeguards, there is no assurance that the Funds will be able to effectively identify and eliminate market timing and abusive trading in the Funds particularly with respect to omnibus accounts.

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The JPMorgan Funds will seek to apply the Funds’ market timing policies and restrictions as uniformly as practicable to accounts with the Funds, except with respect to the following:

Trades that occur through omnibus accounts at Financial Intermediaries as described above,

Purchase, redemptions and exchanges made on a systematic basis,

Automatic reinvestments of dividends and distributions,

Purchases, redemptions or exchanges that are part of a rebalancing program, such as a wrap program, or

Bona fide asset allocation programs.

Please see the Acquiring Fund’s respective Statement of Additional Information for a further description of these arrangements. Certain of the JPMorgan Funds are intended for short-term investment horizons and do not monitor for market timers or prohibit such short-term trading activity.

Those Funds are the JPMorgan Enhanced Income Fund, JPMorgan Short Duration Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Short Term Bond Fund II, JPMorgan Short-Intermediate Municipal Bond Fund, JPMorgan Tax Aware Enhanced Income Fund, JPMorgan Tax Aware Short-Intermediate Income Fund, JPMorgan Treasury & Agency Fund, JPMorgan Ultra Short Duration Bond Fund and the JPMorgan money market funds. Although these Funds are managed in a manner that is consistent with their investment objectives, frequent trading by shareholders may disrupt their management and increase their expenses.

In addition to rejecting purchase orders in connection with suspected market timing activities, the Distributor can reject a purchase order (including purchase orders for the Funds listed above) for any reason, including purchase orders that it does not think are in the best interests of a Fund and/or its shareholders or if it determines the trading to be abusive. Your Financial Intermediary may also have additional procedures for identifying market timers and rejecting or otherwise restricting purchase orders and/or exchanges.

How much do shares cost?

Shares are sold at net asset value (NAV) per share, plus a sales charge, if any. Each class of shares in each Fund has a different NAV. This is primarily because each class has different distribution expenses. NAV per share is calculated by dividing the total market value of a Fund’s investments and other assets allocable to a class (minus class liabilities) by the number of outstanding shares in that class.

The market value of a Fund’s investments is determined primarily on the basis of readily available market quotations. Certain short-term securities are valued at

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amortized cost, which approximates market value. If market quotations are not readily available or if available market quotations are determined not to be reliable or if a security’s value has been materially affected by events occurring after the close of trading on the exchange or market on which the security is principally traded (for example, a natural disaster affecting an entire country or region, or an event that affects an individual company), but before a Fund’s NAV is calculated, that security may be valued at its fair value in accordance with policies and procedures adopted by the JPMorgan Funds’ Board of Trustees. A security’s valuation may differ depending on the method used for determining value. In addition, the JPMorgan Funds have implemented fair value pricing on a daily basis for all equity securities, except for North American, Central American, South American and Caribbean equity securities, held by the Funds. The fair value pricing utilizes the quotations of an independent pricing service unless the adviser, in accordance with valuation procedures adopted by the JPMorgan Funds’ Board of Trustees, determines that the market quotations do not accurately reflect the value of a security and determines that use of another fair valuation methodology is appropriate.

A Fund’s NAV may change every day. NAV is calculated each business day following the close of the NYSE at 4:00 p.m. New York time. On occasion, the NYSE will close before 4:00 p.m. New York time. When that happens, NAV will be calculated as of the time the NYSE closes. The price at which a purchase is effected is based on the next calculation of NAV after the order is accepted in accordance with this prospectus. To the extent a Fund invests in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the value of a Fund’s shares may change on days when you will not be able to purchase or redeem your shares.

How do I open an account?

Read the prospectus carefully, and select the Fund or Funds and share class most appropriate for you and decide how much you want to invest.

Class A, Class B and Class C Shares

Class A, Class B and Class C Shares for all Funds, except Class C Shares of the JPMorgan Short Duration Bond Fund, are subject to a $1,000 minimum investment requirement per Fund. The minimum initial investment is $10,000 for Class C Shares of the JPMorgan Short Duration Bond Fund. You are required to maintain a minimum account balance equal to the minimum initial investment in each Fund. A Financial Intermediary may impose different investment minimums. Subsequent investments must be at least $25 per Fund.

You should purchase no more than $99,999 of Class B Shares. The section of this prospectus entitled “What kind of shares can I buy?” provides information that can help you choose the appropriate share class among Class A, Class B, and Class C shares.

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Select Class Shares

Select Class Shares are subject to a $1,000,000 minimum investment requirement. An investor can combine purchases of Select Class Shares of other JPMorgan Funds in order to meet the minimum. A Financial Intermediary may impose different investment minimums. There are no minimum levels for subsequent purchases.

Select Class shareholders who hold their shares as a result of the reorganization of certain JPMorgan Funds in September 2001 may purchase Select Class Shares without regard to this minimum. Select Class accounts of former One Group Funds opened on or before February 18, 2005 will be subject to a $200,000 minimum.

Employees of JPMorgan Chase and its subsidiaries and affiliates may purchase additional Select Class Shares for Select Class Shares accounts opened on or before February 18, 2005. Officers, directors or trustees, retirees and employees and their immediate families of JPMorgan Funds and JPMorgan Chase and its subsidiaries and affiliates may also open new Select Class Shares accounts subject to a $2,500 minimum investment requirement provided such accounts are opened directly from the Fund and not through a Financial Intermediary. Please call 1-800-480-4111 for more information. All other new accounts for officers, directors or trustees, retirees and employees and their immediate families of JPMorgan Funds or JPMorgan Chase or its subsidiaries and affiliates will be opened as Class A Shares accounts, which have higher expenses than Select Class shares.

Institutional Class Shares

Institutional Class Shares are subject to a $3,000,000 minimum investment requirement. An investor can combine purchases of Institutional Class Shares of other JPMorgan Funds (except for money market funds) in order to meet the minimum. There are no minimum levels for subsequent purchases.

Ultra Shares

Ultra Shares of the Funds are subject to a $5,000,000 (the JPMorgan Bond Fund is subject to a $20,000,000 minimum investment requirement) minimum investment requirement. You are required to maintain a minimum account balance equal to the minimum initial investment in the Fund. A Financial Intermediary may impose different investment minimums. There are no minimum levels for subsequent purchases.

Minimums for initial and subsequent investments may be waived for certain types of retirement accounts (e.g., 401(k), 403(b) and SIMPLE IRA) as well as for certain wrap fee accounts. The Funds reserve the right to waive any initial or subsequent investment minimum. For Ultra Shares, minimums are waived for 401(k) and other retirement plans administered by the Retirement Services affiliate of JPMorgan

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Chase Bank, N.A. For further information on investment minimum waivers, call 1-800-480-4111.

For accounts sold through Financial Intermediaries, it is the primary responsibility of the Financial Intermediary to ensure compliance with investment minimums.

A lower minimum may be available under the Systematic Investment Plan. See “Purchasing Fund Shares — Can I automatically invest on a systematic basis?”

Investment minimums may be waived for certain types of retirement accounts (e.g., 401(k) and 403(b)) as well as for certain wrap fee accounts. The Fund reserves the right to waive any investment minimum. For further information on investment minimum waivers, call 1-800-480-4111.

For accounts sold through Financial Intermediaries, it is the primary responsibility of the Financial Intermediary to ensure compliance with investment minimums.

When you make an initial purchase of Fund shares, complete the Account Application. Be sure to sign up for all of the account privileges that you plan to take advantage of. Doing so now means that you will not have to complete additional paperwork later.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual), and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number. The Funds cannot waive these requirements. The Funds are required by law to reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your Financial Intermediary. If we cannot obtain this information within the established time frame, your Account Application will be rejected. Amounts received prior to receipt of the required information will be held uninvested and will be returned to you without interest if your Account Application is rejected. If the required information is obtained, your investment will be accepted and you will pay the NAV per share next calculated after all of the required information is received, plus any applicable sales charge.

Once we have received all of the required information, federal law requires us to verify your identity. After an account is opened, we may restrict your ability to purchase additional shares until your identity is verified. If we are unable to verify your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV per share. If your account is closed for this reason, your shares will be redeemed at the NAV per share next calculated after the account is closed, less any applicable CDSC and/or redemption fee. In addition, you will not be entitled to recoup any sales charges paid to a Fund in connection

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with your purchase of Fund shares. Send the completed Account Application and a check to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

All checks must be in U.S. dollars. The Funds do not accept credit cards, cash, starter checks, money orders or credit card checks. The Funds reserve the right to refuse “third-party” checks and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial institution. Checks made payable to any individual or company and endorsed to JPMorgan Funds or a Fund are considered third-party checks. The redemption of shares purchased through JPMorgan Funds Services by check or an ACH transaction is subject to certain limitations. See “Redeeming Fund Shares — When can I redeem shares?”

All checks must be made payable to one of the following:

•

JPMorgan Funds; or

•

The specific Fund in which you are investing.

Your purchase may be canceled if your check does not clear and you will be responsible for any expenses and losses to the Funds.

If you choose to pay by wire, please call 1-800-480-4111 to notify the Funds of your purchase and authorize your financial institution to wire funds to:

JPMorgan Chase Bank, N.A.
ATTN: JPMorgan Funds Services
ABA 021 000 021
DDA 323 125 832
FBO Your JPMorgan Fund
(EX: JPMORGAN ABC FUND-A)
Your Fund Number & Account Number
(EX: FUND 123-ACCOUNT 123456789)
Your Account Registration
(EX: JOHN SMITH & MARY SMITH, JTWROS)

Orders by wire may be canceled if JPMorgan Funds Services does not receive payment by 4:00 p.m. New York time on the settlement date. You will be responsible for any expenses and losses to the Funds. If you have any questions, contact your Financial Intermediary or call 1-800-480-4111.

Can I purchase shares over the telephone?

Yes, for purchases after your account is opened. Simply select this option on your Account Application and then:

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•

Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your purchase instructions.

•

Authorize a bank transfer or initiate a wire transfer payable to “JPMorgan Funds” to the following wire address:

The Funds use reasonable procedures to confirm that instructions given by telephone are genuine. These procedures include recording telephone instructions and asking for personal identification. If these procedures are followed, the Funds will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

You may revoke your right to make purchases over the telephone by sending a letter to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

NETWORKING AND SUB-TRANSFER AGENCY FEES

The Funds may also directly enter into agreements with Financial Intermediaries pursuant to which the Funds will pay the Financial Intermediary for services such as networking or sub-transfer agency. Payments made pursuant to such agreements are generally based on either (1) a percentage of the average daily net assets of clients serviced by such Financial Intermediary up to a set maximum dollar amount per shareholder account serviced, or (2) the number of accounts serviced by such Financial Intermediary. Any payments made pursuant to such agreements are in addition to, rather than in lieu of, Rule 12b-1 fees the Financial Intermediary may also be receiving pursuant to agreements with the Distributor. From time to time, JPMIM, JPMIA, or its affiliates may pay a portion of the fees for networking or sub-transfer agency at its or their own expense and out of its or their legitimate profits.

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EXCHANGING FUND SHARES

What are my exchange privileges?

Class A Shares

Class A Shares of a Fund may be exchanged for Class A Shares of another JPMorgan Fund or for another class of the same Fund. Class A Shares of a Fund may be exchanged for Morgan Shares of a JPMorgan money market fund.

Class B Shares

Class B Shares of a Fund may be exchanged for Class B Shares of another JPMorgan Fund.

Class C Shares

Class C Shares of the JPMorgan Short Duration Bond Fund and JPMorgan Short-Intermediate Municipal Bond Fund (collectively, the Short Term Bond Funds) may be exchanged for Class C Shares of another JPMorgan Fund, including Class C Shares of any of the Short Term Bond Fund.

Class C Shares of any other JPMorgan Fund may be exchanged for Class C Shares of another JPMorgan Fund, other than for Class C Shares of the Short Term Bond Funds.

Select Class Shares

Select Class Shares of the Fund may be exchanged for Select Class Shares of another non-money market JPMorgan Fund or for another class of the same Fund.

Institutional Class Shares

Institutional Class Shares of the Fund may be exchanged for Institutional Class Shares of another non-money market JPMorgan Fund or for another class of the same Fund.

Ultra Class Shares

Ultra Shares of the Funds may be exchanged for Ultra Shares of other JPMorgan Funds or any other class of the same Fund, subject to any investment minimum or eligibility requirements. Institutional Class shareholders of the JPMorgan Short Term Bond Fund, following their merger into the Ultra Shares of JPMorgan Short Duration Bond Fund, may exchange their Ultra Shares for Institutional Class Shares of other JPMorgan Funds or any other class of the JPMorgan Short Duration Bond Fund, subject to any investment minimum and eligibility requirements.

All exchanges are subject to meeting any investment minimum or eligibility requirements. The JPMorgan Funds do not charge a fee for this privilege. In addition, the JPMorgan Funds may change the terms and conditions of your exchange

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privileges upon 60 days’ written notice. For Class A, Class B and Class C Shares, you can set up a systematic exchange program to automatically exchange shares on a regular basis. This is a free service. However, you cannot have simultaneous plans for the systematic investment or exchange and the systematic withdrawal or exchange for the same Fund. Call 1-800-480-4111 for complete instructions.

Before making an exchange request, you should read the prospectus of the JPMorgan Fund whose shares you would like to purchase by exchange. You can obtain a prospectus for any JPMorgan Fund by contacting your Financial Intermediary, by visiting www.jpmorganfunds.com, or by calling 1-800-480-4111.

When are exchanges processed?

Exchange requests are processed the same business day they are received, provided:

•

The Fund or Financial Intermediary receives the request by 4:00 p.m. New York time (or before the NYSE closes, if the NYSE closes before 4:00 p.m. New York time).

•

You have contacted your Financial Intermediary, if necessary.

•

All required documentation in proper form accompanies your exchange request.

Do I pay a sales charge on an exchange?

Generally, you will not pay a sales charge on an exchange except as specified in “Sales Charges — Class A Shares” or below.

If you exchange Class B or Class C Shares of a Fund for Class B or Class C Shares, respectively, of another Fund, you will not pay a sales charge at the time of the exchange, however:

Your new Class B or Class C Shares will be subject to the CDSC of the Fund from which you exchanged, except for Class C Shares of the Short Term Bond Funds. If you exchange Class C Shares of the Short Term Bond Funds, your new Class C Shares will be subject to the CDSC of the Fund into which you exchange.

The current holding period for your exchanged Class B or Class C Shares, other than exchanged Class C Shares of the Short Term Bond Funds, is carried over to your new shares.

If you exchange Class C Shares of one of the Short Term Bond Funds, a new CDSC period applicable to the Fund into which you exchanged will begin on the date of the exchange.

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Are exchanges taxable?

Generally, an exchange between JPMorgan Funds is considered a sale and generally results in a capital gain or loss for federal income tax purposes. An exchange between classes of shares of the same Fund is not taxable for federal income tax purposes. You should talk to your tax advisor before making an exchange.

Are there limits on exchanges?

No. However, the exchange privilege is not intended as a way for you to speculate on short-term movements in the market. Therefore, to prevent disruptions in the management of the JPMorgan Funds, certain JPMorgan Funds limit excessive exchange activity as described in “Purchasing Fund Shares.”

Your exchange privilege will be revoked if the exchange activity is considered excessive. In addition, any JPMorgan Fund may reject any exchange request for any reason, including if it does not think that it is in the best interests of the Fund and/or its shareholders to accept the exchange.

REDEEMING FUND SHARES

When can I redeem shares?

You may redeem all or some of your shares on any day that the Funds are open for business. You will not be permitted, however, to enter a redemption order for shares purchased directly through JPMorgan Funds Services by check or through an ACH transaction for five business days following the acceptance of a purchase order unless you provide satisfactory proof that your purchase check or ACH transaction has cleared. Thereafter, a redemption order can be processed as otherwise described.

Redemption orders received by a Fund or a Financial Intermediary before 4:00 p.m. New York time (or before the NYSE closes, if the NYSE closes before 4:00 p.m. New York time) will be effective at that day’s price. Your Financial Intermediary may have an earlier cutoff time for redemption orders.

A redemption order must be in good order and supported by all appropriate documentation and information in the proper form. The Funds may refuse to honor incomplete redemption orders.

How do I redeem shares?

You may use any of the following methods to redeem your shares.

You may send a written redemption request to your Financial Intermediary, if applicable, or to the Fund at the following address:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

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You may redeem over the telephone. Please see “Can I redeem by telephone?” for more information. We will need the names of the registered shareholders and your account number and other information before we can sell your shares.

You may also need to have medallion signature guarantees for all registered owners or their legal representatives if:

•

You want to redeem shares with a value of $50,000 or more and you want to receive your proceeds in the form of a check; or

•

You want your payment sent to an address, bank account or payee other than the one currently designated on your Fund account.

On the Account Application you may elect to have the redemption proceeds mailed or wired to:

A financial institution; or

Your Financial Intermediary.

Normally, your redemption proceeds will be paid within one to seven days after receipt of the redemption order. If you have changed your address of record within the previous 30 days, the Funds will not mail your proceeds, but rather will wire them or send them by ACH to a preexisting bank account on record with the Funds.

The Fund may hold proceeds for shares purchased by ACH or check until the purchase amount has been collected, which may be as long as five business days.

What will my shares be worth?

If the Fund or Financial Intermediary receives your redemption request before 4:00 p.m. New York time (or before the NYSE closes if the NYSE closes before 4:00 p.m. New York time), you will receive the NAV per share calculated after your redemption order is received in good order, minus any applicable CDSC and/or redemption fee.

Can I redeem by telephone?

Yes, if you selected this option on your Account Application. Contact your Financial Intermediary, if applicable, or call 1-800-480-4111 to relay your redemption request. Your redemption proceeds will be mailed to you at your address of record or wired. If you have changed your address of record within the previous 30 days, the Funds will not mail your proceeds, but rather will wire them or send them by ACH to a pre-existing bank account on record with the Funds.

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will not be responsible for any loss, liability, cost or expense of acting upon unauthorized or fraudulent instructions; you bear the risk of loss.

You may not always reach JPMorgan Funds Services by telephone. This may be true at times of unusual market changes and shareholder activity. You can mail us your instructions or contact your Financial Intermediary. We may modify or cancel the ability to purchase or redeem shares by phone without notice.

You may write to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

Additional Information Regarding Redemptions

Generally, all redemptions will be for cash. However, if you redeem shares worth $250,000 or more, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash. If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the Fund and its remaining shareholders.

Due to the relatively high cost of maintaining small accounts, if your account value falls below the required minimum balance, the Funds reserve the right to redeem all of the remaining shares in your account and close your account or charge an annual sub-minimum account fee of $10 per Fund. Before either of these actions is taken, you will be given 60 days’ advance written notice in order to provide you with time to increase your account balance to the required minimum by purchasing sufficient shares, in accordance with the terms of this prospectus. Accounts participating in a qualifying Systematic Investment Plan will not be subject to redemption or the imposition of the $10 fee as long as the systematic payments to be made will increase the account value above the required minimum balance within one year of the establishment of the account.

To collect the $10 sub-minimum account fee, the Funds will redeem $10 worth of shares from your account. Shares redeemed for this reason will not be charged a CDSC or a redemption fee.

If your account falls below the minimum required balance and is closed as a result, you will not be charged a CDSC or a redemption fee. For information on minimum required balances, please read “Purchasing Fund Shares — How do I open an account?”

The Funds may suspend your ability to redeem when:

Trading on the NYSE is restricted;

The NYSE is closed (other than weekend and holiday closings);

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Federal securities laws permit;

The SEC has permitted a suspension; or

An emergency exists, as determined by the SEC.

See “Purchases, Redemptions and Exchanges” in the Statement of Additional Information for more details about this process.

You generally will recognize a gain or loss on a redemption for federal income tax purposes. You should talk to your tax advisor before making a redemption.

ADDITIONAL INFORMATION REGARDING CLASS A, CLASS B, AND CLASS C SHARES

What kind of shares can I buy?

This prospectus offers Class A, Class B and Class C Shares, all of which are available to the general public.

Each share class has different sales charges and expenses. When deciding what class of shares to buy, you should consider the amount of your investment, the length of time you intend to hold the shares, the sales charges and expenses applicable to each class of shares and whether you qualify for any sales charge discounts. Sales charges are discussed in the section of this prospectus entitled “Sales Charges.”

Class A Shares

You may pay a sales charge at the time of purchase.

Sales charges are reduced on investments of $100,000 or more and the amount of the reduction increases as your level of investment increases. Please see “Sales Charges.”

You can utilize the Right of Accumulation or a Letter of Intent to achieve reduced sales charges more quickly.

Generally, there is no contingent deferred sales charge (CDSC) except for purchases of $1 million or more, which are not subject to an upfront sales charge. Please see “Sales Charges.”

Class A Shares have lower annual expenses than Class B or Class C Shares as a result of lower ongoing Rule 12b-1 fees.

There is no maximum investment amount for Class A Shares.

Class B Shares

You will not pay a sales charge at the time of purchase. However, the Distributor pays a commission of 4.00% of the original purchase price to Financial Intermediaries who sell Class B Shares of the Undiscovered Managers Small Cap Growth

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Fund, the JPMorgan Bond Fund, the JPMorgan Intermediate Bond Fund, the JPMorgan Core Plus Bond Fund or the JPMorgan Core Bond Fund, and a commission of 2.75% to Financial Intermediaries, who sell Class B Shares of the JPMorgan Short Duration Bond Fund.

A CDSC will apply on shares of the Funds, other than the JPMorgan Short-Intermediate Municipal Bond Fund and the JPMorgan Short Duration Bond Fund, sold within six years, and on shares of the JPMorgan Short Duration Bond Fund sold within four years. CDSC periods are measured from the first day of the month in which the shares were purchased. The CDSC may be waived for certain redemptions.

Class B Shares have higher annual expenses than Class A Shares as a result of higher ongoing Rule 12b-1 fees.

Class B Shares of the Funds, except for Class B Shares of the JPMorgan Short-Intermediate Municipal Bond Fund and the JPMorgan Short Duration Bond Fund, automatically convert to Class A Shares after eight years. Class B Shares of the JPMorgan Short-Intermediate Municipal Bond Fund and the JPMorgan Short Duration Bond Fund automatically convert to Class A Shares after six years. Conversion periods are measured from the first day of the month in which the shares were purchased.

Class B Shares should not be used for investments of more than $99,999 individually or in the aggregate.

Individual purchases of $100,000 or more will be rejected. In addition, purchases will also be rejected if the Fund has determined that your purchase when aggregated with the value of Class B Shares of all JPMorgan Funds held by you in individual accounts with the same tax or other identification number would total $100,000 or more.

The Funds may not be able to identify Class B Share purchases that exceed $100,000 if you hold your shares through one or more Financial Intermediaries or in accounts with different tax or other identification numbers. If you hold your shares through a Financial Intermediary, it is the responsibility of the Financial Intermediary to determine if an initial or additional purchase of Class B shares is suitable for you. It is your responsibility to inform your Financial Intermediary or the Fund of any and all accounts that should be linked together for purposes of determining whether the application of the Right of Accumulation or the use of a Letter of Intent would make Class A Shares a more suitable investment than Class B Shares. For a discussion of the types of accounts that qualify for the Right of Accumulation and the Letter of Intent, please read “Sales Charges — Reducing your Class A Sales Charges.”

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Class C Shares

You will not pay a sales charge at the time of purchase. Except with respect to the JPMorgan Short-Intermediate Municipal Bond Fund and the JPMorgan Short Duration Bond Fund, a CDSC will apply on shares sold within one year of purchase measured from the first day of the month in which the shares were purchased. The CDSC may be waived for certain redemptions.

Like Class B Shares, Class C Shares have higher Rule 12b-1 fees than Class A Shares. Unlike Class B Shares, Class C Shares are not converted to Class A Shares. That means you keep paying the higher Rule 12b-1 fees as long as you hold Class C Shares. Over the long term, these fees can add up to higher total fees than the fees of either Class A or Class B Shares.

There is no maximum investment amount for Class C Shares.

Which class of shares is best?

Your decision about which class of shares to buy depends on a number of factors, including the number of shares you are buying and how long you intend to hold your shares. If you have no plans to sell your shares for at least six years (at least four years for the JPMorgan Short Duration Bond Fund and JPMorgan Short-Intermediate Municipal Bond Fund) and you would prefer not to pay an upfront sales charge, you may consider buying Class B Shares. Class A Shares may be a good choice if you qualify to have the sales charge reduced or eliminated.

Class C Shares may be best if you prefer not to pay an initial sales charge and you are unsure how long you intend to hold your investment.

You should also consider the Rule 12b-1 fees, which are lower for Class A Shares. These fees appear in the table called Annual Operating Expenses for each Fund.

SALES CHARGES

The Distributor compensates Financial Intermediaries who sell shares of the Funds. Compensation comes from sales charges, Rule 12b-1 fees and payments by the Distributor or affiliates of the Distributor from its or their own resources.

The following tables show the sales charge for each class of shares and the percentage of your investment that is paid as a commission to a Financial Intermediary. Payments made by the Distributor or its affiliates from its or their own resources are discussed in more detail in “The Funds’ Management and Administration.”

To obtain free information regarding sales charges and the reduction and elimination or waiver of sales charges on Class A, Class B and Class C Shares of the Funds, visit www.jpmorganfunds.com and ‘click’ on the hyperlinks or call

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1-800-480-4111. You may also contact your Financial Intermediary about the reduction, elimination or waiver of sales charges.

Class A Shares

The public offering price of Class A Shares of the Funds is the NAV per share plus the applicable sales charge, unless you qualify for a waiver of the sales charge. The Fund receives the NAV. The sales charge is allocated between your Financial Intermediary and the Distributor as shown in the tables below, except if the Distributor, in its discretion, re-allows the entire amount to your Financial Intermediary. In those instances in which the entire amount is re-allowed, such Financial Intermediaries may be deemed to be underwriters under the Securities Act of 1933.

The tables below show the amount of sales charges you would pay at different levels of investment and the commissions paid to Financial Intermediaries at each level of investment. The differences in sales charges shown in the table below are sometimes referred to as “breakpoints.”

If you buy Class A Shares of the JPMorgan Core Plus Bond Fund or the JPMorgan Core Bond Fund, the following table shows the amount of sales charge you pay and the commissions paid to Financial Intermediaries.

Total Sales Charge For Fund¹

Amount of Purchases		Sales Charge as a % of Your Investment	Commission as a % of Offering Price
Less than $100,000	3.75	3.90	3.25
$100,000–$249,999	3.25	3.36	2.75
$250,000–$499,999	2.25	2.30	2.00
$500,000–$999,999	1.75	1.78	1.50
$1,000,000 or more*	NONE	NONE	**

The actual sales charge you pay may differ slightly from the rates disclosed above due to rounding calculations.

There are no front-end sales charges for investments of $1 million or more in a Fund.

If you purchased $1 million or more of Class A Shares of the Funds prior to August 1, 2006 and were not assessed a sales charge at the time of purchase, you will be charged the equivalent of 1% of the purchase price if you redeem any or all of the Class A Shares of any of those Funds during the first 12 months after purchase or 0.50% if you redeem any or all of the Class A Shares of any of those Funds between 12 and 24 months after purchase. On or after August 1, 2006, if you purchased $1 million or more of Class A Shares of the Funds and were not assessed a sales charge at the time of purchase, you will be charged the equivalent of 0.75% of the purchase price if you redeem any or all of the Class A Shares of any of those Funds during the first 12 months after purchase or 0.35% if you redeem any or all of the Class A Shares of any of those Funds between 12 and 24 months after purchase. The charges apply unless the Distributor receives notice before you invest indicating that your Financial Intermediary is waiving its commission. Such

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charges apply to exchanges into money market funds. If you exchange your Class A Shares for Class A Shares of a non-money market fund, you will not be charged at the time of the exchange but (1) your new Class A Shares will be subject to the charges specified above applicable to any of those Funds from which you exchanged, and (2) the current holding period for your exchanged Class A Shares will carry over to your new shares. The Distributor may make a payment to Financial Intermediaries for your cumulative investments of $1 million or more of Class A Shares. These commissions are paid at the rate of up to 0.75% of net sales of $1 million or more. The Distributor may withhold these payments with respect to short-term investments. See the Statement of Additional Information for more details.

If you buy Class A Shares of the JPMorgan Short Duration Bond Fund or the JPMorgan Short-Intermediate Municipal Bond Fund, the following table shows the amount of sales charge you pay and the commissions paid to Financial Intermediaries.

Total Sales Charge For Fund¹

Amount of Purchases		Sales Charge as a % of Your Investment	Commission as a % of Offering Price
Less than $100,000	2.25	2.30	2.00
$100,000–$249,999	1.75	1.78	1.50
$250,000–$499,999	1.25	1.27	1.00
$500,000–$999,999	1.00	1.01	0.85
$1,000,000 or more*	NONE	NONE	**

The actual sales charge you pay may differ slightly from the rates disclosed above due to rounding calculations.

There are no front-end sales charges for investments of $1 million or more in a Fund.

If you purchase $1 million or more of Class A Shares of the Funds and are not assessed a sales charge at the time of purchase, you will be charged the equivalent of 0.50% of the purchase price if you redeem any or all of the Class A Shares of either of those Funds during the first 12 months after purchase. The charges apply unless the Distributor receives notice before you invest indicating that your Financial Intermediary is waiving its commission. Such charges apply to exchanges into money market funds. If you exchange your Class A Shares for Class A Shares of a non-money market fund, you will not be charged at the time of the exchange but (1) your new Class A Shares will be subject to the charges specified above applicable to any of those Funds from which you exchanged, and (2) the current holding period for your exchanged Class A Shares will carry over to your new shares. The Distributor may make a payment to Financial Intermediaries for your cumulative investments of $1 million or more of Class A Shares. These commissions are paid at the rate of up to 0.75% of net sales of $1 million or more. The Distributor may withhold these payments with respect to short-term investments. See the Statement of Additional information for more details.

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If you buy Class A Shares of the JPMorgan Intermediate Tax Free Bond Fund, the following table shows the amount of sales charge you pay and the commissions paid to Financial Intermediaries.

Total Sales Charge For Fund¹

Amount of Purchases		Sales Charge as a % of Your Investment	Commission as a % of Offering Price
Less than $100,000	3.75	3.90	3.25
$100,000–$249,999	3.25	3.36	2.75
$250,000–$499,999	2.25	2.30	2.00
$500,000–$999,999	1.75	1.78	1.50
$1,000,000 or more*	NONE	NONE	**

The actual sales charge you pay may differ slightly from the rates disclosed above due to rounding calculations.

There are no front-end sales charges for investments of $1 million or more in a Fund.

If you purchased $1 million or more of Class A Shares of the Fund, prior to August 1, 2006 and were not assessed a sales charge at the time of purchase, you will be charged the equivalent of 1% of the purchase price if you redeem any or all of the Class A Shares of either of the Fund during the first 12 months after purchase or 0.50% if you redeem any or all of the Class A Shares of the Fund between 12 and 24 months after purchase. On or after August 1, 2006, if you purchase $1 million or more of Class A Shares of the Fund, and are not assessed a sale charge at the time of purchase, you will be charged the equivalent of 0.75% of the purchase price if you redeem any or all of the Class A Shares of either of the Fund during the first 12 months after purchase or 0.35% if you redeem any or all of the Class A Shares of either of the Fund between 12 and 24 months after purchase. The charges apply unless the Distributor receives notice before you invest indicating that your Financial Intermediary is waiving its commission. Such charges apply to exchanges into money market funds. If you exchange Class A Shares for Class A Shares of a non-money market fund, you will not be charged at the time of the exchange but (1) your new Class A Shares will be subject to the charges specified above applicable to the Fund from which you exchanged, and (2) the current holding period for your exchanged Class A Shares will carry over to your new shares. The Distributor may make a payment to Financial Intermediaries for your cumulative investments of $1 million or more of Class A Shares. These commissions are paid at the rate of up to 0.75% of net sales of $1 million or more. The Distributor may withhold these payments with respect to short-term investments. See the Statement of Additional Information for more details.

Reducing Your Class A Sales Charges

The Funds permit you to reduce the initial sales charge you pay on Class A Shares by using the Right of Accumulation or a Letter of Intent. Each of these methods for reducing the initial sales charge on Class A Shares is described below. In taking advantage of these methods for reducing the initial sales charge you will pay, you may link purchases of shares of all of the JPMorgan Funds in which you invest (as described below) even if such JPMorgan Funds are held in accounts with different Financial Intermediaries, as well as purchases of shares of

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all JPMorgan Funds to be held in accounts owned by your spouse or domestic partner and children under the age of 21 who share your residential address. It is your responsibility when investing to inform your Financial Intermediary or the JPMorgan Funds that you would like to have one or more JPMorgan Funds linked together for purposes of reducing the initial sales charge.

Right of Accumulation: You may qualify for a reduction in the initial sales charge for future purchases of Class A Shares based on the current market value of your Class A, Class B and Class C Share holdings from prior purchases through the Right of Accumulation. To calculate the sales charge applicable to your net purchase of Class A Shares, you may aggregate your investment with the current market value of any Class A, Class B or Class C Shares of a JPMorgan Fund held in:

Your account(s);

Account(s) of your spouse or domestic partner;

Account(s) of children under the age of 21 who share your residential address;

Trust accounts established by any of the individuals in items (1) through (3) above. If the person(s) who established the trust is deceased, the trust account may be aggregated with the account(s) of the primary beneficiary of the trust;

Solely controlled business accounts; and

Single-participant retirement plans of any of the individuals in items (1) through (3) above.

In order to obtain any breakpoint reduction in the initial sales charge, you must, before purchasing Class A Shares, inform your Financial Intermediary or the JPMorgan Funds if you have any of the above types of accounts that can be aggregated with your current investment in Class A Shares to reduce the applicable sales charge. In order to verify your eligibility for a reduced sales charge, you may be required to provide appropriate documentation, such as an account statement or the social security or tax identification number on an account, so that the JPMorgan Funds may verify (1) the number of shares of the JPMorgan Funds held in your account(s) with the JPMorgan Funds, (2) the number of shares of the JPMorgan Funds held in your account(s) with a Financial Intermediary, and (3) the number of shares of the JPMorgan Funds held in an account with a Financial Intermediary owned by your spouse or domestic partner and by children under the age of 21 who share your residential address.

Letter of Intent: In order to immediately reduce your Class A sales charge, you may sign a Letter of Intent stating your intention to buy a specified amount of Class A, Class B and Class C Shares of JPMorgan Funds. You may then combine purchases of Class A, Class B and Class C Shares of one or more JPMorgan

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Funds you make over the next 13 months and pay the same sales charge on Class A Shares that you would have paid if all shares were purchased at once. The 13-month Letter of Intent period commences on the day that the Letter of Intent is received by the Funds or your Financial Intermediary, and you must inform your Financial Intermediary or the Funds that you have a Letter of Intent each time you make an investment. Purchases submitted prior to the date the Letter of Intent is received by the Fund or your Financial Intermediary are considered only in determining your current sales charge breakpoint which will be reduced by the Letter of Intent, but will not be counted toward the Letter of Intent sales charge reduction. A percentage of your investment will be held in escrow until the full amount covered by the Letter of Intent has been invested. If the terms of the Letter of Intent are not fulfilled by the end of the 13^th month, you must pay the Distributor the difference between the sales charges applicable to the purchases at the time they were made and the reduced sales charges previously paid or the Distributor will liquidate sufficient escrowed shares to obtain the difference. Calculations made to determine whether a Letter of Intent commitment has been fulfilled will be made on the basis of the amount invested prior to the deduction of any applicable sales charge.

Additional information regarding the reduction of Class A sales charges is available in the Funds’ Statements of Additional Information. To take advantage of the Right of Accumulation and/or a Letter of Intent, complete the appropriate section of your Account Application or contact your Financial Intermediary. To determine if you are eligible for these programs or to request a copy of the Statement of Additional Information, call 1-800-480-4111. These programs may be terminated or amended at any time.

No sales charge is imposed on Class A Shares of the Funds if the shares were:

Bought with the reinvestment of dividends and capital gains distributions.

Acquired in exchange for shares of another JPMorgan Fund if a comparable sales charge has been paid for the exchanged shares.

Bought by officers, directors or trustees, retirees and employees and their immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents, and any dependent of the person, as defined in section 152 of the Internal Revenue Code) of:

•

JPMorgan Funds.

•

JPMorgan Chase and its subsidiaries and affiliates.

Effective January 13, 2006, officers, directors or trustees, retirees and employees and their immediate families of JPMorgan Funds and JPMorgan Chase and its subsidiaries and affiliates may open new Select Class Shares accounts subject to a $2,500 minimum investment requirement ($10,000 for the Mortgage-Backed Securities Fund and

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the Treasury & Agency Fund), provided such accounts are opened directly from the Funds and not through a Financial Intermediary. Select Class Shares have lower expenses than Class A Shares. Please call 1-800-480-4111 for more information concerning all of the Funds’ other share classes.

Bought by employees of:

•

Boston Financial Data Services, Inc. and its subsidiaries and affiliates.

•

Financial Intermediaries or financial institutions that have entered into dealer agreements with the Funds or the Distributor and their subsidiaries and affiliates (or otherwise have an arrangement with a financial intermediary or financial institution with respect to sales of Fund shares). This waiver includes the employees’ immediate family members (i.e., spouses, domestic partners, children, grandchildren, parents, grandparents and any dependent of the employee, as defined in Section 152 of the Internal Revenue Code.)

•

Washington Management Corporation and its subsidiaries and affiliates.

Bought by:

•

Affiliates of JPMorgan Chase and certain accounts (other than IRA Accounts) for which a Financial Intermediary acts in a fiduciary, advisory, agency or custodial capacity or accounts which participate in select affinity programs with JPMorgan Chase and its affiliates and subsidiaries.

•

Certain retirement and deferred compensation plans, and trusts used to fund those plans, including, but not limited to, those plans qualified under Sections 401(k), 403(b) or 457 of the Internal Revenue Code and “rabbi trusts.”

•

Financial Intermediaries who have a dealer arrangement with the Distributor, who place trades for their own accounts or for the accounts of their clients and who charge a management, asset allocation, consulting or other fee for their services, or clients of such Financial Intermediaries who place trades for their own accounts if the accounts are linked to the master account of such Financial Intermediary.

•

Tuition programs that qualify under Section 529 of the Internal Revenue Code.

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•

A Financial Intermediary, provided arrangements are pre-approved and purchases are placed through an omnibus account with the Fund.

•

A bank, trust company or thrift institution which is acting as a fiduciary exercising investment discretion, provided that appropriate notification of such fiduciary relationship is reported at the time of the investment to the Fund or the Fund’s Distributor.

•

Employer-sponsored health savings accounts established pursuant to Section 223 of the Internal Revenue Code.

Bought with proceeds from the sale of Select Class Shares of a JPMorgan Fund or acquired in an exchange of Select Class Shares of a JPMorgan Fund for Class A Shares of the same Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required.

Bought with proceeds from the sale of Class B Shares of a JPMorgan Fund, but only if you paid a CDSC in connection with such sale and only if the purchase is made within 90 days of such sale. Appropriate documentation may be required.

Bought with proceeds from the sale of Class A Shares of a JPMorgan Fund, but only if the purchase is made within 90 days of the sale or distribution. Appropriate documentation may be required.

Bought when one Fund invests in another JPMorgan Fund.

10.

Bought in connection with plans of reorganization of a JPMorgan Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a CDSC when you redeem the Fund shares you received in connection with the plan of reorganization.

11.

Purchased during a JPMorgan Fund’s special offering.

12.

Bought by a “charitable organization” as defined for purposes of Section 501(c)(3) of the Internal Revenue Code, or by a charitable remainder trust or life income pool established for the benefit of a charitable organization.

To take advantage of any of these Class A sales charge waivers, you must qualify for such waiver. To see if you qualify, call 1-800-480-4111 or contact your Financial Intermediary. These waivers may not continue indefinitely and may be discontinued at any time without notice.

Class B Shares

Class B Shares are offered at NAV per share, without any upfront sales charge. However, if you redeem Class B Shares of the JPMorgan Intermediate Bond Fund, the JPMorgan Core Plus Bond Fund, the JPMorgan Core Bond Fund, the

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JPMorgan Bond Fund, the JPMorgan Kentucky Municipal Bond Fund, the JPMorgan Louisiana Municipal Bond Fund or the JPMorgan West Virginia Municipal Bond Fund within six years of the purchase date, measured from the first day of the month in which the shares were purchased, you will be assessed a CDSC according to the following schedule:

Years Since Purchase				CDSC as a % of Dollar Amount Subject to Charge
0–1					5.00
1–2					4.00
2–3					3.00
3–4					3.00
4–5					2.00
5–6					1.00
More than 6					None

If you redeem Class B Shares of the JPMorgan Short-Intermediate Municipal Bond Fund, or the JPMorgan Short Duration Bond Fund prior to the fourth anniversary of the purchase date measured from the first day of the month in which the shares were purchased, you will be assessed a CDSC according to the following schedule:

Years Since Purchase				CDSC as a % of Dollar Amount Subject to Charge
0–1					3.00
1–2					3.00
2–3					2.00
3–4					1.00
More than 4					None

The Distributor pays a commission of 4.00% of the original purchase price to Financial Intermediaries who sell Class B Shares of the JPMorgan Intermediate Bond Fund, the JPMorgan Core Plus Bond Fund, the JPMorgan Core Bond Fund or the JPMorgan Bond Fund, and a commission of 2.75% to Financial Intermediaries who sell Class B Shares of the JPMorgan Short-Intermediate Municipal Bond Fund and the JPMorgan Short Duration Bond Fund.

Conversion Feature

Your Class B Shares automatically convert to Class A Shares. Class B Shares of the JPMorgan Intermediate Bond Fund, the JPMorgan Core Plus Bond Fund, the JPMorgan Core Bond Fund, the JPMorgan Bond Fund, the JPMorgan Kentucky Municipal Bond Fund, the JPMorgan Louisiana Municipal Bond Fund and the JPMorgan West Virginia Municipal Bond Fund automatically convert after eight years. Class B Shares of the JPMorgan Short-Intermediate Municipal Bond Fund and the JPMorgan Short Duration Bond Fund automatically convert after six

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years. Conversion periods are measured from the first day of the month in which the shares were purchased.

After conversion, your shares will be subject to the lower Rule 12b-1 fees charged on Class A Shares.

You will not be assessed any sales charges or fees for conversion of shares, nor will you be subject to any federal income tax as a result of the conversion. Class A Shares of a Fund received as a result of the conversion will not be subject to a redemption fee even if they are redeemed within 60 days of conversion. Because the share price of the Class A Shares may be higher than that of the Class B Shares at the time of conversion, you may receive fewer Class A Shares; however, the dollar value will be the same.

If you have exchanged Class B Shares of one JPMorgan Fund for Class B Shares of another, the time you held the shares in each Fund will be added together.

Class C Shares

Class C Shares are offered at NAV per share, without any upfront sales charge. However, except with respect to the JPMorgan Short Duration Bond Fund, if you redeem Class C Shares of the Funds within one year of the purchase date, measured from the first day of the month in which the shares were purchased, you will be assessed a CDSC as follows:

Years Since Purchase				CDSC as a % of Dollar Amount Subject to Charge
0–1					1.00
After first year					None

There is no CDSC assessed on Class C Shares of the JPMorgan Short-Intermediate Municipal Bond Fund and the JPMorgan Short Duration Bond Fund.

The Distributor pays a commission of 1.00% of the original purchase price to Financial Intermediaries who sell Class C Shares of the Funds other than the JPMorgan Short Duration Bond Fund.

How the Class B and Class C CDSC is Calculated

The Fund assumes that all purchases made in a given month were made on the first day of the month.

For Class B Shares of the JPMT II Funds purchased prior to November 1, 2002, the CDSC is based on the current market value or the original cost of the shares, whichever is less.

For Class B Shares of the JPMT II Funds purchased on or after November 1, 2002 and Class C Shares, the CDSC is based on the original cost of the shares. For Class B and Class C Shares of the JPMT I Funds purchased prior to

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February 19, 2005, the CDSC is based on the current market value or the original cost of the shares, whichever is less. For Class B and Class C Shares of the JPMT I Funds purchased on or after February 19, 2005, the CDSC is based on the original cost of the shares. You should retain any records necessary to substantiate historical costs because the Distributor, the Funds, the transfer agent and your Financial Intermediary may not maintain such information. No CDSC is imposed on share appreciation, nor is a CDSC imposed on shares acquired through reinvestment of dividends or capital gains distributions.

To keep your CDSC as low as possible, the Fund first will redeem shares acquired through dividend reinvestment followed by the shares you have held for the longest time and thus have the lowest CDSC.

If you received your Class B or Class C Shares in connection with a fund reorganization, the CDSC applicable to your original shares (including the period of time you have held those shares) will be applied to the shares received in the reorganization.

Waiver of the Class B and Class C CDSC

No sales charge is imposed on redemptions of Class B or Class C Shares of the Funds:

If you withdraw no more than a specified percentage (as indicated in “Redeeming Fund Shares — Can I redeem on a systematic basis?”) of the current balance of a Fund each month or quarter. Withdrawals made as part of a required minimum distribution also are included in calculating amounts eligible for this waiver. You need to participate in a monthly or quarterly Systematic Withdrawal Plan to take advantage of this waiver. For information on the Systematic Withdrawal Plan, please see “Redeeming Fund Shares — Can I redeem on a systematic basis?”

Made within one year of a shareholder’s death or initial qualification for Social Security disability payments after the account is opened. In order to qualify for this waiver, the Distributor must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability.

If you are a participant in or beneficiary of certain retirement plans and you die or become disabled (as defined in Section 72(m)(7) of the Internal Revenue Code) after the account is opened. The redemption must be made within one year of such death or disability. In order to qualify for this waiver, the Distributor must be notified of such death or disability at the time of the redemption order and be provided with satisfactory evidence of such death or disability.

That represent a required minimum distribution from your IRA Account or other qualifying retirement plan but only if you are at least age 70-1/2. If

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the shareholder maintains more than one IRA, only the assets credited to the IRA that is invested in one or more of the JPMorgan Funds are considered when calculating that portion of your minimum required distribution that qualifies for the waiver.

That represent a distribution from a qualified retirement plan by reason of the participant’s retirement.

That are involuntary and result from a failure to maintain the required minimum balance in an account.

Exchanged in connection with plans of reorganization of a JPMorgan Fund, such as mergers, asset acquisitions and exchange offers to which a Fund is a party. However, you may pay a sales charge when you redeem the Fund shares you received in connection with the plan of reorganization.

Exchanged for Class B or Class C Shares of other JPMorgan Funds. However, you may pay a sales charge when you redeem the Fund shares you received in the exchange. Please read “Exchanging Fund Shares — Do I pay a sales charge on an exchange?”

If the Distributor receives notice before you invest indicating that your Financial Intermediary, due to the type of account that you have, is waiving its commission.

Waiver Applicable Only to Class C Shares

No CDSC is imposed on Class C Share redemptions of the Funds if the shares were bought with proceeds from the sale of Class C Shares of a JPMorgan Fund. The purchase must be made within 90 days of the first sale or distribution. Appropriate documentation may be required.

To take advantage of any of these waivers of the CDSC applicable to Class B or Class C Shares, you must qualify for such waiver. To see if you qualify, call 1-800-480-4111 or contact your Financial Intermediary. These waivers may not continue indefinitely and may be discontinued at any time without notice.

Can I automatically invest on a systematic basis?

Yes. You may purchase additional Class A, Class B and Class C Shares by making automatic periodic investments from your bank account through a Systematic Investment Plan. Except for Class C Shares of the JPMorgan Short Duration Bond Fund, you may choose to make an initial investment of an amount less than the required minimum of $1,000 per Fund as long as your initial investment is at least $100 and you agree to make regular monthly investments of at least $100. For Class C Shares of the JPMorgan Short Duration Bond Fund, you may choose to make an initial investment of an amount less than the required minimum of $10,000 as long as your initial investment is at least $1,000 and you agree to

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make regular month investments of at least $1,000. To establish a Systematic Investment Plan:

•

Select the “Systematic Investment Plan” option on the Account Application.

•

Provide the necessary information about the bank account from which your investments will be made.

The Funds currently do not charge for this service, but may impose a charge in the future. However, your bank may impose a charge for debiting your bank account. You may revoke your election to make systematic investments by calling 1-800-480-4111 or by sending a letter to:

JPMorgan Funds Services
P.O. Box 8528
Boston, MA 02266-8528

Class B Purchases of $100,000 or more. You should not utilize a systematic investment plan for purchases of $100,000 or more of Class B Shares. We will no longer debit your bank account if the Fund has determined that your purchase of Class B Shares when aggregated with the value of Class B Shares of all JPMorgan Funds held by you in individual accounts with the same tax or other identification number would total $100,000 or more. To continue systematic investments in the Fund after you have invested $100,000 in Class B Shares, you will need to contact the Fund by calling 1-800-480-4111 or your Financial Intermediary to designate a different share class for systematic investments.

RULE 12b-1 FEES

Each Fund described in this prospectus has adopted a Distribution Plan under Rule 12b-1 that allows it to pay distribution fees for the sale and distribution of shares of the Funds. These fees are called “Rule 12b-1 fees.” Rule 12b-1 fees are paid by the Funds to the Distributor as compensation for its services and expenses in connection with the sale and distribution of Fund shares. The Distributor in turn pays all or part of these Rule 12b-1 fees to Financial Intermediaries that have agreements with the Distributor to sell shares of the Funds. The Distributor may pay Rule 12b-1 fees to its affiliates. Payments are not tied to actual expenses incurred.

The Rule 12b-1 fees vary by share class as follows:

Class A Shares pay an annual Rule 12b-1 fee of 0.25% of the average daily net assets of each Fund attributable to Class A Shares.

Class B and Class C Shares pay an annual Rule 12b-1 fee of 0.75% of the average daily net assets of each Fund attributable to such class. This will cause expenses for Class B and Class C Shares to be higher and dividends to be lower than for Class A Shares.

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Rule 12b-1 fees, together with the CDSC, help the Distributor sell Class B and Class C Shares without an upfront sales charge by defraying the costs of advancing brokerage commissions and other expenses paid to Financial Intermediaries.

Because Rule 12b-1 fees are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Can I redeem on a systematic basis?

Yes

•

Select the “Systematic Withdrawal Plan” option on the Account Application.

•

Specify the amount you wish to receive and the frequency of the payments.

•

You may designate a person other than yourself as the payee.

•

There is no fee for this service.

If you select this option, please keep in mind that:

•

It may not be in your best interest to buy additional Class A Shares while participating in a Systematic Withdrawal Plan. This is because Class A Shares have an up-front sales charge. If you own Class B or Class C Shares, you or your designated payee may receive monthly, quarterly or annual systematic payments. The applicable Class B or Class C CDSC will be deducted from those payments unless such payments are made:

•

Monthly and constitute no more than 1/12 of 10% of your then-current balance in a Fund each month; or

•

Quarterly and constitute no more than 1/4 of 10% of your then-current balance in a Fund each quarter.

The amount of the CDSC charged will depend on whether your systematic payments are a fixed dollar amount per month or quarter or are calculated monthly or quarterly as a stated percentage of your then-current balance in a Fund. For more information about the calculation of the CDSC for systematic withdrawals exceeding the specified limits above, please see the Funds’ Statement of Additional Information.

New annual systematic withdrawals are not eligible for a waiver of the applicable Class B or Class C CDSC. Your current balance in a Fund for purposes of these calculations will be determined by multiplying the number of shares held by the then-current NAV per share of the applicable class.

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If the amount of the systematic payment exceeds the income earned by your account since the previous payment under the Systematic Withdrawal Plan, payments will be made by redeeming some of your shares. This will reduce the amount of your investment.

You cannot have both a Systematic Investment Plan and a Systematic Withdrawal Plan for the same Fund.

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APPENDIX D
COMPARISON OF INVESTMENT OBJECTIVES, MAIN INVESTMENT STRATEGIES AND INVESTMENT RESTRICTIONS, AND INFORMATION REGARDING FUND MANAGERS AND ACQUIRING FUNDS’ INVESTMENT PROCESSES

Comparison of Investment Objectives, Main Investment Strategies and Fund Managers

JPMorgan Bond Fund and JPMorgan Core Plus Bond Fund

Investment Objectives

The JPMorgan Bond Fund (the “Bond Fund”) seeks to provide high total return consistent with moderate risk of capital and maintenance of liquidity. The JPMorgan Core Plus Bond Fund (the “Core Plus Bond Fund”), on the other hand, seeks a high level of current income by investing primarily in a diversified portfolio of high-, medium- and low-grade debt securities.

Investment Strategies

Under normal circumstances, the Bond Fund invests at least 80% of its Assets in debt investments, including but not limited to, asset-backed and mortgage-backed securities, U.S. government and agency securities, corporate bonds and private placements that it believes have the potential to provide a high total return over time. As a matter of fundamental policy, the Core Plus Bond Fund will invest at least 80% of its Assets in bonds. Both Funds define “Assets” as net assets plus the amount of borrowings for investment purposes. With respect to the Core Plus Bond Fund, a “bond” is a debt security with a maturity of 90 days or more at the time of its issuance issued by the U.S. government or its agencies and instrumentalities, a corporation, a foreign corporation or a municipality, securities issued or guaranteed by a foreign government or its agencies and instrumentalities, securities issued or guaranteed by domestic and supranational banks, mortgage-related and mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, convertible bonds, stripped government securities and zero-coupon obligations.

The securities in which the Bond Fund primarily invests may be of any maturity, but under normal market conditions the management team will keep the Fund’s duration within one year of that of the Barclays Capital U.S. Aggregate Index. As of May 30, 2008, the Barclays Capital U.S. Aggregate Index (formerly the Lehman Brothers U.S. Aggregate Index) duration was 4.63, although the duration will likely vary in the future. The Core Plus Bond Fund’s average weighted maturity, on the other hand, will ordinarily range between five and twenty years, although the Fund may shorten its average weighted maturity to as little as two years if deemed appropriate for temporary defensive purposes.

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Both Funds may use derivatives, which are instruments that have a value based on another instrument, exchange rate or index, as substitutes for securities in which they can invest. Both Funds may also use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. In addition, both Funds may use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Fund.

Under normal conditions, at least 75% of the Bond Fund’s net assets, and at least 65% of the Core Plus Bond Fund’s total assets, must be invested in securities that, at the time of purchase, are rated investment grade or better by Moody’s, S&P, Fitch, meaning that such securities will carry a minimum rating of Baa3, BBB–, or BBB–, respectively, or the equivalent by another national rating organization. For the Bond Fund, this must include at least 65% of Assets rated A or better. Both Funds may also invest in securities that are unrated but are deemed by the adviser to be of comparable quality.

The Bond Fund may invest up to 25% of net assets in securities rated below investment grade (junk bonds). The Core Plus Bond Fund also may invest in bonds, convertible securities, preferred stock, loan assignments and participations, and other debt securities (including foreign and emerging market debt securities) rated below investment grade (i.e., high yield or junk bonds). Junk bonds also include unrated securities that JPMIA believes to be of comparable quality to debt securities that are rated below investment grade. These securities generally are rated in the fifth or lower rating categories (for example, BB or lower by S&P and Ba or lower by Moody’s). These securities generally offer a higher yield than investment grade securities, but involve a high degree of risk. JPMIA will invest across the credit spectrum to provide the Core Plus Bond Fund exposure to various credit rating categories.

The balance of the Core Plus Bond Fund’s assets are not required to meet any minimum quality rating although the Fund will not, under normal circumstances, invest more than 35% of its total assets in below investment grade securities (or the unrated equivalent). Such securities may include so called “distressed debt” (i.e., securities of issuers experiencing financial or operating difficulties or operating in troubled industries that present attractive risk-reward characteristics).

Both Funds may invest in mortgage-related securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers. These may include mortgage-backed securities, investments in collateralized mortgage obligations, principal-only and interest-only stripped mortgage-backed securities and, for the Core Plus Bond Fund, asset-backed securities.

The Core Plus Bond Fund may also invest in equity securities including common stock, convertible securities, and preferred stock.

Both Funds may also enter into “dollar rolls” in which the Fund sells mortgage-backed securities and at the same time contracts to buy back very

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similar securities on a future date. In addition to the mortgage dollar rolls, the Core Plus Bond Fund may utilize other relative value strategies involving credit-oriented trades, combinations of derivatives, and combinations of derivatives and fixed income securities.

Up to 25% of the Bond Fund’s total assets, and up to 35% of the Core Plus Bond Fund’s net assets, may be invested in foreign securities, including securities denominated in foreign currencies (for the Core Plus Bond Fund some of which may be below investment grade securities subject to the limitations on such securities set forth above). Foreign securities are issued by foreign governments or their agencies and instrumentalities and companies that are incorporated outside the United States, including securities from issuers in countries whose economies are less developed (emerging markets).

Both Funds may hedge its non-dollar investments back to the U.S. dollar through the use of derivatives, including forward foreign currency contracts. The Bond Fund will typically hedge 70% of its non-dollar investments in this way, but may not always do so. In addition to hedging non-dollar investments, both Funds may also use such derivatives to increase income or gain to the Funds and/or as part of their risk management process by establishing or adjusting exposure to particular foreign securities, markets or currencies.

The Bond Fund may also engage in short sales.

The Core Plus Bond Fund may engage in securities lending. The Fund may invest in loan assignments and participations (“Loans”) and commitments to purchase loan assignments (“Unfunded Commitments”). Loans will typically consist of senior floating rate loans (“Senior Loans”), but may also include secured and unsecured loans, second lien loans or more junior and bridge loans (“Junior Loans”). Loans may be issued by obligors in the United States or in foreign or emerging markets. When the Fund acquires a loan assignment, the Fund typically will have a direct contractual relationship with the obligor; provided, however, the Fund’s rights may be more limited than the lender from which it acquired the assignment and the Fund may be able to enforce its rights only through an administrative agent.

For cash management or temporary defensive purposes, both Funds may invest any portion of its total assets in cash and cash equivalents. Cash equivalents are highly liquid, high-quality instruments with maturities of three months or less on the date they are purchased. They include securities issued by the U.S. government, its agencies and instrumentalities, repurchase agreements (other than equity repurchase agreements), certificates of deposit, bankers’ acceptances, commercial paper (rated in one of the two highest rating categories), variable rate master demand notes, money market mutual funds (including affiliated money market funds) and bank money market deposit accounts.

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Both Funds’ Board of Trustees may change any of these investment policies without shareholder approval. With respect to the Core Plus Bond Fund, this does not include the Fund’s investment objective and such policies that are designated as fundamental.

Both Funds are diversified as defined in the Investment Company Act of 1940, as amended.

Fund Managers

Timothy N. Neumann, Managing Director and CFA charterholder, and William Eigen, Managing Director and CFA charterholder, are the lead portfolio managers who are responsible for the day-to-day management of the Bond Fund. Mr. Neumann has been the portfolio manager for the Bond Fund since 2000. An employee of JPMIM since 1997, Mr. Neumann is the head of the New York portfolio manager group and lead portfolio manager for core investment grade strategies, working with the macro team and sector teams to deliver account-specific portfolio strategies. Mr. Eigen has been the head of Core Plus and Absolute Return Fixed Income strategies at JPMIM since April 2008. In addition to his role as portfolio manager for the Bond Fund, he has also served as portfolio manager for Highbridge Capital Management, LLC (“Highbridge”), an indirect majority owned subsidiary of JPMorgan Chase & Co., since August 2005. Prior to his position with Highbridge, Mr. Eigen served as an analyst and lead portfolio manager at Fidelity Investments from 1994 to 2005 where he was responsible for managing multi-sector income strategies.

The portfolio management team for the Core Plus Bond Fund is led by Gary J. Madich, Managing Director and CFA charterholder, who is responsible for the overall allocation of the Fund. In addition to Mr. Madich, the three members of the portfolio management team with the most significant responsibility for day-to-day management of the Fund are Mark M. Jackson, Vice President and CFA charterholder, Frederick A. Sabetta, Vice President, CPA, and CFA charterholder, and Richard Figuly, Vice President. The team also includes additional portfolio managers who make day-to-day decisions concerning all alternative strategies such as emerging market debt. Mr. Madich has been the lead portfolio manager of the Fund since December 2006. Mr. Madich is the Chief Investment Officer for the Columbus Fixed Income Securities Group responsible for overseeing all fixed income investment management, including taxable and tax-free portfolio management, high net worth accounts, institutional accounts, mutual funds, and fixed income research and trading. An employee of JPMIA since 1995, he is a member of JPMorgan Asset Management’s Americas Executive Committee and serves as chairman of the Columbus Fixed Income Policy and Asset Allocation Committees. Mr. Jackson is a Fixed Income Portfolio Manager for the Taxable Bond Team, responsible for managing taxable bond portfolios for institutional clients and the Fund. Mr. Jackson has been part of the team responsible for management of the Fund since 1996 and has been employed by JPMIA or predecessor firms since

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1996. Mr. Sabetta has managed private placement investments since 1983. He is the portfolio manager for the BB/B high yield assets managed by one of the high yield teams. Mr. Sabetta has been part of the team responsible for management of the Fund since December 2006 and an employee of JPMIA or affiliated firms since March 2003. Prior to joining the high yield team, Mr. Sabetta was director, portfolio manager and head of private placements for Deutsche Asset Management and Scudder Kemper Investments, Inc. from March 1997 to February 2003. Mr. Figuly became part of the team responsible for management of the Fund in May 2006. An employee of JPMIA since 1994, Mr. Figuly is a member of the Columbus Taxable Bond Team responsible for trading fixed income securities with an emphasis on asset-backed securities. Mr. Figuly previously served as a fixed income trader trading taxable fixed income securities while specializing in structured products.

Investment Process of the Core Plus Bond Fund

JPMIA allocates the Core Plus Bond Fund’s assets among a range of sectors based on strategic positioning and other tactical considerations. The Fund’s allocations will be reviewed and rebalanced periodically, if appropriate. Individual portfolio managers will be responsible for day-to-day investment management decisions on the assets that are allocated to their respective sleeves; provided, however, excluding distressed debt, the remaining credit of the portfolio will be managed across the ratings continuum, not in separate investment grade and high yield sleeves. JPMIA looks for market sectors and individual securities that it believes will perform well over time. JPMIA selects individual securities after performing a risk/rewards analysis that includes an evaluation of interest rate risk, credit risk, currency risk, and the complex legal and technical structure of the transactions. With respect to the high yield portion of the Fund, JPMIA focuses on value in choosing securities for the Fund by looking at individual securities against the context of broader market factors.

The frequency with which the Core Plus Bond Fund buys and sells securities will vary from year to year, depending on market conditions.

JPMorgan Short Term Bond Fund and JPMorgan Short Duration Bond Fund

Investment Objectives

The JPMorgan Short Term Bond Fund (the “Short Term Bond Fund”) seeks to provide high total return, consistent with low volatility of principal. The JPMorgan Short Duration Bond Fund (the “Short Duration Bond Fund”) seeks current income consistent with preservation of capital through investment in high- and medium-grade fixed income securities.

Investment Strategies

Under normal circumstances, the Short Term Bond Fund invests at least 80% of its Assets in debt investments, and the Short Duration Bond Fund invests at least 80% of its Assets in bonds. For purposes of these policies, “Assets” mean

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net assets plus the amount of borrowings for investment purposes. With respect to the Short Duration Bond Fund, a “bond” is a debt security with a maturity of 90 days or more at the time of its issuance issued by the U.S. government or its agencies and instrumentalities, a corporation, a foreign corporation or a municipality, securities issued or guaranteed by a foreign government or its agencies and instrumentalities, securities issued or guaranteed by domestic and supranational banks, mortgage-related and mortgage-backed securities, including principal-only and interest-only stripped mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, convertible bonds, stripped government securities and zero-coupon obligations.

The Short Term Bond Fund’s investments can include asset-backed and mortgage-related securities, U.S. government and agency securities, domestic and foreign corporate bonds, private placements and money market instruments that it believes have the potential to provide a high total return over time. These securities may be of any maturity, but under normal market conditions the Short Term Bond Fund’s duration will range between zero and three years, similar to that of the Merrill Lynch 1–3 Year Treasury Index. As of May 30, 2008, the Merrill Lynch 1–3 Year Treasury Index duration was 1.58, although the duration will likely vary in the future. The dollar weighted average maturity of the Fund’s portfolio will not exceed three years.

The Short Duration Bond Fund, on the other hand, mainly invests in investment grade debt securities or unrated debt securities which the adviser, JPMIA, determines to be of comparable quality, with short to intermediate remaining maturities. These include U.S. government obligations, such as Ginnie Mae, Fannie Mae or Freddie Mac securities and mortgage-backed securities, asset-backed securities, corporate debt obligations, and other structured investments including collateralized mortgage obligations. Up to 20% of the Short Duration Bond Fund’s net assets may be invested in preferred stock. The Short Duration Bond Fund also may purchase taxable or tax-exempt municipal securities. In addition, the Short Duration Bond Fund may invest in bonds and other debt securities that are rated in the lowest investment grade category. The Fund’s effective average weighted maturity ordinarily will be three years or less taking into account expected amortization and prepayment of principal on certain investments.

Both Funds may use derivatives, which are instruments that have a value based on another instrument, exchange rate or index, as substitutes for securities in which they can invest. In addition, both Funds may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. Both Funds may also use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Funds.

Up to 25% of the Short Term Bond Fund’s total assets may be invested in foreign debt securities, including debt securities denominated in foreign currencies.

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The Fund typically hedges 70% of its non-dollar investments back to the U.S. dollar through the use of derivatives including forward foreign currency contracts, but may not always do so. In addition to hedging non-dollar investments, the Fund may use such derivatives to increase income and gain to the Fund or as part of its risk management process by establishing or adjusting exposure to particular foreign securities, markets or currencies.

At least 90% of the Short Term Bond Fund’s total assets must be invested in securities that, at the time of purchase, are rated investment-grade by Moody’s, S&P, Fitch or the equivalent by another national rating organization, including at least 75% “A” or better. Up to 10% of total assets may be invested in securities rated below investment grade (junk bonds). The Fund may also invest in unrated securities deemed by JPMIM to be of comparable quality.

The Short Term Bond Fund may invest in mortgage-related securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers. These may include investments in collateralized mortgage obligations and principal-only and interest-only stripped mortgage-backed securities.

The Short Term Bond Fund may enter into “dollar-rolls,” in which the Fund sells mortgage-backed securities and at the same time contracts to buy back very similar securities on a future date, and may invest in high-quality, short-term money market instruments and repurchase agreements. The Short Term Bond Fund may also engage in short sales.

The Short Duration Bond Fund, on the other hand, may invest up to 20% of the Fund’s assets in preferred stock, and it may also engage in securities lending.

Both Funds’ Board of Trustees may change any of these investment policies without shareholder approval. This does not apply to the Short Duration Bond Fund’s investment objective and such policies that are designated as fundamental.

Both Funds are diversified as defined in the Investment Company Act of 1940, as amended.

Fund Managers

John T. Donohue, Managing Director, Jarred A. Sherman, Vice President and CFA charterholder, and David Martucci, Vice President, have been the portfolio

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managers for the Short Term Bond Fund since 1997, 2000, and 2000, respectively. An employee of JPMIM since 1997, Mr. Donohue is the global head of the Short Duration Investment Strategy Team. Mr. Sherman is a portfolio manager in the U.S. Short-Term Fixed Income Group and an employee of JPMIM since 1999. Mr. Martucci is a portfolio manager in the U.S. Short- Term Fixed Income Group and an employee of JPMIM since 2000.

Gregg F. Hrivnak, Vice President and CFA charterholder, has been the lead portfolio manager responsible for the day-to-day management of the Short Duration Bond Fund since May 2006. An employee of JPMIA since 1989, Mr. Hrivnak has been part of the portfolio management team for the Fund since June 2005 and was previously a fixed income research analyst for the Taxable Bond Team responsible for asset-backed securities. He is currently a portfolio manager and trader on the Columbus Taxable Bond Team. Richard D. Figuly has participated in the management of the Fund since May 2006. An employee of JPMIA since 1994, Mr. Figuly is a member of the Columbus Taxable Bond Team responsible for trading fixed income securities with an emphasis on asset-backed securities.

Investment Process of the Short Duration Bond Fund

JPMIA selects securities for the Short Duration Bond Fund by analyzing both individual securities and different market sectors. JPMIA looks for market sectors and individual securities that it believes will perform well over time. JPMIA selects individual securities after performing a risk/reward analysis that includes an evaluation of interest rate risk, credit risk, and the complex legal and technical structure of the transaction.

The frequency with which the Short Duration Bond Fund buys and sells securities will vary from year to year, depending on market conditions.

JPMorgan Tax Aware Enhanced Income Fund and
JPMorgan Short-Intermediate Municipal Bond Fund¹

Investment Objectives

The investment objective of the JPMorgan Tax Aware Enhanced Income Fund (the “Tax Aware Enhanced Income Fund”) is to provide high after tax current income consistent with principal preservation. The JPMorgan Short-Intermediate Municipal Bond Fund (the “Short-Intermediate Municipal Bond Fund”) seeks as high a level of current income exempt from federal income tax as is consistent with relative stability of principal.

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Investment Strategies

The Tax Aware Enhanced Income Fund invests in municipal securities that the adviser, JPMIM, believes have the potential to provide high current income that is exempt from federal income tax and consistent with principal preservation. The Tax Aware Enhanced Income Fund also may invest in taxable debt securities, including but not limited to, asset-backed and mortgage-related securities, U.S. government and agency securities, domestic and foreign corporate bonds and money market instruments that the adviser believes have the potential to provide high after tax current income. Under normal circumstances, the Short-Intermediate Municipal Bond Fund invests at least 80% of its Assets in municipal bonds, the income from which is exempt from federal income tax. “Assets” means net assets plus the amount of borrowings for investment purposes.

The securities of the Tax Aware Enhanced Income Fund may be of any maturity, but under normal circumstances the Fund’s duration will be no longer than 1.5 years. The Short-Intermediate Municipal Bond Fund has no stated duration, but rather invests in a portfolio of municipal bonds with an average weighted maturity of one to five years. Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. Duration is a measure of the price sensitivity of a debt security or a portfolio of debt securities to relative changes in interest rates. For instance, a duration of “three” means that a security’s or portfolio’s price would be expected to decrease by approximately 3% with a 1% increase in interest rates (assuming a parallel shift in yield curve).

From time to time, the Short-Intermediate Municipal Bond Fund may invest more than 25% of its total assets in municipal housing authority obligations. Up to 20% of the Short-Intermediate Municipal Bond Fund’s assets may be held in cash and cash equivalents.

The Short-Intermediate Municipal Bond Fund invests in municipal bonds that are rated investment grade by Moody’s, S&P or Fitch, meaning that such securities will carry a minimum rating of Baa3, BBB–, or BBB–, respectively. With respect to short-term securities such as tax-exempt commercial paper, notes and variable rate demand obligations, the Short-Intermediate Municipal Bond Fund invests in securities rated in one of the two highest investment grade categories. If a security has both a long-term and a short-term rating, it must have a long-term investment grade rating or be rated in one of the two highest short-term investment grade categories. The Short-Intermediate Municipal Bond Fund may also invest in unrated securities of comparable quality.

Both Funds may use derivatives, which are instruments that have a value based on another instrument, exchange rate or index, as substitutes for securities

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in which both Funds can invest. In addition, both Funds may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. Both Funds may also use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Tax Aware Enhanced Income Fund is designed to provide a high level of after tax current income, price stability and liquidity. The Fund’s strategy may therefore include purchasing both municipal obligations that are exempt from federal income tax as well as taxable securities, depending on which opportunity the adviser determines will generate the highest after tax income. However, the Fund intends to invest at least 50% of its assets in tax exempt securities. The Fund seeks to capitalize on fundamental and technical opportunities in the fixed income markets to enhance return.

Up to 100% of the Short-Intermediate Municipal Bond Fund’s assets may be invested in municipal bonds, the interest on which may be subject to the federal alternative minimum tax for individuals. Municipal bonds are debt securities with maturities of 90 days or more at the time of issuance issued by states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, political subdivisions, agencies and instrumentalities, the interest on which is exempt from federal income tax. The securities are issued to raise funds for various public and private purposes. Municipal bonds include private activity and industrial development bonds, tax anticipation notes and participations in pools of municipal securities.

Up to 25% of the Tax Aware Enhanced Income Fund’s total assets may be invested in foreign securities. All of the Assets invested by the Fund must be invested in securities that, at the time of purchase, are rated as investment grade by Moody’s, S&P, Fitch or the equivalent by another national rating organization, or unrated but deemed by the adviser to be of comparable quality, at the time of purchase. This must include at least 75% in securities rated A or better.

The Tax Aware Enhanced Income Fund may invest in mortgage-related securities issued by governmental entities and private issuers. These may include investments in collateralized mortgage obligations and principal-only and interest-only stripped mortgage-backed securities. The Short-Intermediate Municipal Bond Fund also invests in mortgage-backed and asset-backed securities, as well as auction rate securities and restricted securities. The securities in which the Fund invests may have fixed rates of return or floating or variable rates.

The Tax Aware Enhanced Income Fund may enter into “dollar-rolls,” in which the Fund sells mortgage-backed securities and at the same time contracts to buy back very similar securities on a future date. The Fund may also invest in repurchase agreements, forward commitments and zero-coupon securities.

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The Tax Aware Enhanced Income Fund seeks to minimize shareholders’ tax liability in connection with the Fund’s distribution of realized capital gain by minimizing the net gains available for distribution. In doing so, the Tax Aware Enhanced Income Fund typically sells securities when the anticipated performance benefit justifies the resulting gain. This strategy often includes minimizing the sale of securities with large unrealized gain, holding securities long enough to avoid short-term capital gains taxes, selling securities with a higher cost basis first and offsetting capital gains realized in one security by selling another security with a capital loss.

The Tax Aware Enhanced Income Fund may invest in shares of exchange traded funds (“ETFs”), affiliated money market funds and other investment companies. An ETF is a registered investment company that seeks to track the performance of a particular market index. These indexes include not only broad-based market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

For cash management or temporary defensive purposes, both Funds may invest any portion of their total assets in cash and cash equivalents, including affiliated money market funds, high-quality money market instruments or repurchase agreements. Cash equivalents are highly liquid, high-quality instruments with maturities of three months or less on the date they are purchased. They include securities issued by the U.S. government, its agencies and instrumentalities, repurchase agreements (other than equity repurchase agreements), certificates of deposit, bankers’ acceptances, commercial paper (rated in one of the two highest rating categories), variable rate master demand notes, money market mutual funds (including affiliated money market funds) and bank money market deposit accounts.

Both Funds’ Board of Trustees may change any of these investment policies without shareholder approval. With respect to the Short-Intermediate Municipal Bond Fund, this does not include the Fund’s investment objective and such policies that are designated as fundamental.

Both Funds are diversified as defined in the Investment Company Act of 1940, as amended.

Fund Managers

The portfolio management team of the Tax Aware Enhanced Income Fund is led by James Ahn and Deepa Majmudar. Mr. Ahn is also the lead portfolio manager responsible for the day-to-day management of the Short-Intermediate Municipal Bond Fund, and has been since June 2006. Kevin Ellis also participates in the management of the Short-Intermediate Municipal Bond Fund, and has done so since June, 2006.

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Mr. Ahn, a Vice President of JPMIM, is a portfolio manager in the U.S. Fixed Income Group. An employee since 1996 and a member of the portfolio management team since February 1999, Mr. Ahn is responsible for strategy formulation and trading for short-term tax-aware fixed income strategies for U.S. institutional clients and the Private Bank.

Ms. Majmudar, a Vice President of JPMIM, is a portfolio manager in the Tax Aware Fixed Income Group. An employee since 2003, Ms. Majmudar is responsible for developing quantitative and risk management strategies and portfolio management. Previously, she worked as a quantitative analyst at Alliance Capital Management (and its predecessor firms) since 1999.

Mr. Ellis is a portfolio manager in the U.S. Fixed Income Group. An employee of JPMIM since May 2003, he is responsible for managing separate accounts in the Municipal Bond Group. Previously, Mr. Ellis worked at Alliance Capital/Sanford Bernstein from 1995 through 2003 as a municipal bond trader.

Investment Process of the Short-Intermediate Municipal Bond Fund

JPMIA selects securities for the Short-Intermediate Municipal Bond Fund by analyzing both individual securities and different market sectors. Taking a long-term approach, JPMIA looks for individual securities that it believes will perform well over market cycles. The Fund spreads its holdings across various security types within the municipal securities market. JPMIA selects individual securities after performing a risk/reward evaluation of interest rate risk, credit risk, and the complex legal and technical structure of the transaction.

JPMorgan Tax Aware Short-Intermediate Income Fund and
JPMorgan Short-Intermediate Municipal Bond Fund¹

Investment Objectives

The JPMorgan Tax Aware Short-Intermediate Income Fund (the “Tax Aware Short-Intermediate Income Fund”) seeks to maximize after-tax income from a portfolio of tax-exempt and taxable securities. The Short-Intermediate Municipal Bond Fund seeks as high a level of current income exempt from federal income tax as is consistent with relative stability of principal.

Investment Strategies

Under normal circumstances, the Tax Aware Short-Intermediate Income Fund will invest at least 80% of the value of its Assets in debt investments. Whereas, under normal circumstances, the Short-Intermediate Municipal Bond Fund invests at least 80% of its Assets in municipal bonds, the income from which is exempt

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from federal income tax. “Assets” means net assets plus the amount of borrowings for investment purposes.

The Tax Aware Short-Intermediate Income Fund invests in municipal securities that the adviser, JPMIM, believes have the potential to provide high current income that is exempt from federal income tax and consistent with principal preservation. The Tax Aware Short-Intermediate Income Fund also may invest in taxable debt securities, including but not limited to, asset-backed and mortgage-related securities, U.S. government and agency securities, domestic and foreign corporate bonds and money market instruments that the adviser believes have the potential to provide high after tax current income. Under normal market conditions the Tax Aware Short-Intermediate Income Fund’s duration will range between 1.5 and 3.75 years, similar to that of the Barclays Capital 1–5 Year Municipal Blend Index. Duration is a measure of the price sensitivity of a debt security or a portfolio of debt securities to relative changes in interest rates. For instance, a duration of “three” means that a security’s or portfolio’s price would be expected to decrease by approximately 3% with a 1% increase in interest rates (assuming a parallel shift in yield curve). As of December 31, 2008, the duration of the Barclays Capital 1–5 Year Municipal Blend Index was 2.86 years, although the duration will likely vary in the future. The average dollar weighted maturity of the Tax Aware Short-Intermediate Income Fund’s portfolio will be between one and five years. Average weighted maturity is the average of all the current maturities (that is, the term of the securities) of the individual bonds in a Fund calculated so as to count most heavily those securities with the highest dollar value. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect.

The Short-Intermediate Municipal Bond Fund invests in a portfolio of municipal bonds with an average weighted maturity of one to five years. Average weighted maturity is important to investors as an indication of a Fund’s sensitivity to changes in interest rates. Usually, the longer the average weighted maturity, the more fluctuation in share price you can expect. From time to time, the Fund may invest more than 25% of its total assets in municipal housing authority obligations. Up to 20% of the Fund’s assets may be held in cash and cash equivalents.

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Both Funds may use derivatives, which are instruments that have a value based on another instrument, exchange rate or index, as substitutes for securities in which both Funds can invest. In addition, both Funds may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. Both Funds may also use derivatives to hedge various investments, for risk management and to increase the Fund’s income or gain.

The Tax Aware Short-Intermediate Income Fund intends to invest at least 50% of its assets in tax exempt securities. The Fund seeks to capitalize on fundamental and technical opportunities in the fixed income markets to enhance return.

Up to 25% of the Tax Aware Short-Intermediate Income Fund’s Assets may be invested in foreign securities. At least 90% of Assets invested by the Tax Aware Short-Intermediate Income Fund, must be invested in securities that, at the time of purchase, are rated as investment grade by Moody’s, S&P, Fitch or the equivalent by another national rating organization, or unrated but deemed by the adviser to be of comparable quality, at the time of purchase. No more than 10% of the Tax Aware Short-Intermediate Income Fund’s Assets may be invested in securities rated B or BB.

The Tax Aware Short-Intermediate Income Fund may invest in mortgage-related securities issued by governmental entities and private issuers. These may include investments in collateralized mortgage obligations and principal-only and interest-only stripped mortgage-backed securities. The Short-Intermediate Municipal Bond Fund also invests in mortgage-backed and asset-backed securities, as well as auction rate securities and restricted securities. The securities in which the Fund invests may have fixed rates of return or floating or variable rates.

The Tax Aware Short-Intermediate Income Fund may enter into “dollar-rolls,” in which the Fund sells mortgage-backed securities and at the same time contracts to buy back very similar securities on a future date. The Fund may also invest in repurchase agreements and forward commitments.

The Tax Aware Short-Intermediate Income Fund seeks to minimize shareholders’ tax liability in connection with the Fund’s distribution of realized capital gain by minimizing the net gains available for distribution. In doing so, the Fund typically

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sells securities when the anticipated performance benefit justifies the resulting gain. This strategy often includes minimizing the sale of securities with large unrealized gain, holding securities long enough to avoid short-term capital gains taxes, selling securities with a higher cost basis first and offsetting capital gains realized in one security by selling another security with a capital loss.

The Tax Aware Short-Intermediate Income Fund may invest in shares of exchange traded funds (“ETFs”), affiliated money market funds and other investment companies. An ETF is a registered investment company that seeks to track the performance of a particular market index. These indexes include not only broad-based market indexes but more specific indexes as well, including those relating to particular sectors, markets, regions or industries.

Both of the Funds’ Board of Trustees may change any of these investment policies without shareholder approval. With respect to the Short-Intermediate Municipal Bond Fund, this does not include the Fund’s investment objective and such policies that are designated as fundamental.

Both Funds are diversified as defined in the Investment Company Act of 1940, as amended.

Fund Managers

The portfolio management team of the Tax Aware Short-Intermediate Income Fund is led by James Ahn and Deepa Majmudar. Mr. Ahn is also the lead portfolio manager responsible for the day-to-day management of the Short-Intermediate Municipal Bond Fund, and has been since June 2006. Kevin Ellis also participates in the management of the Short-Intermediate Municipal Bond Fund, and has done so since June, 2006.

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Investment Process of the Short-Intermediate Municipal Bond Fund

JPMorgan Intermediate Bond Fund and JPMorgan Core Bond Fund

Investment Objectives

The JPMorgan Intermediate Bond Fund (the “Intermediate Bond Fund”) seeks current income consistent with the preservation of capital by investing in high- and medium-grade fixed income securities with intermediate maturities. The JPMorgan Core Bond Fund (the “Core Bond Fund”), on the other hand, seeks to maximize total return by investing primarily in a diversified portfolio of intermediate- and long-term debt securities.

Investment Strategies

Both Funds mainly invest in investment grade debt securities of all types or unrated debt securities which the adviser, JPMIA, determines to be of comparable quality. For the Intermediate Bond Fund, this includes bonds, notes and U.S. government obligations with intermediate maturities, including mortgage-backed, asset-backed securities, and collateralized mortgage obligations. Both Funds may also invest in preferred stock, but the Intermediate Bond Fund may only invest up to 20% of its total assets in preferred stock. For each Fund, such securities include U.S. government securities such as U.S. Treasury obligations as well as Fannie Mae, Ginnie Mae, Freddie Mac and other government agency mortgage-backed securities.

As a matter of fundamental policy, both Funds will invest at least 80% of their Assets in bonds. For the Core Bond Fund, such bonds will have intermediate to long maturities. With respect to the Intermediate Bond Fund, at least 50% of total assets will consist of obligations issued by the U.S. government or its agencies and instrumentalities, some of which may be subject to repurchase agreements.

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For purposes of the fundamental policies of both Funds, “Assets” mean net assets plus the amount of borrowings for investment purposes. A “bond” is a debt security with a maturity of 90 days or more at the time of its issuance issued by the U.S. government or its agencies and instrumentalities, a corporation, a foreign corporation or a municipality, securities issued or guaranteed by a foreign government or its agencies and instrumentalities, securities issued or guaranteed by domestic and supranational banks, mortgage-related and mortgage-backed securities, including principal-only and interest-only stripped mortgage-backed securities, collateralized mortgage obligations, asset-backed securities, convertible bonds, stripped government securities and zero-coupon obligations.

Each Fund may invest in bonds and other debt securities that are rated in the lowest investment grade category. The Intermediate Bond Fund’s average weighted maturity will ordinarily range between three and ten years, taking into account expected prepayment of principal on certain investments. The Core Bond Fund’s average weighted maturity will ordinarily range between four and 12 years. Each Fund may shorten its average weighted maturity (for the Intermediate Bond Fund, to as little as one year) for temporary defensive purposes.

The Core Bond Fund also may purchase taxable or tax-exempt municipal securities.

Derivatives, which are instruments that have a value based on another instrument, exchange rate or index, may be used as substitutes for securities in which each Fund can invest. Each Fund may use futures contracts, options, swaps and other derivatives as tools in the management of portfolio assets. Each Fund may use derivatives to hedge various investments, for risk management and/or to increase income or gain to the Fund.

Both Funds may also engage in securities lending.

Both Fund’s Boards of Trustees may change any of these investment policies (other than the Fund’s investment objectives and such policies that are designated as fundamental) without shareholder approval.

Both Funds are diversified as defined in the Investment Company Act of 1940, as amended.

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Fund Managers

Douglas Swanson, Managing Director, is the lead portfolio manager responsible for the day-to-day management of the Intermediate Bond Fund and the Core Bond Fund. An employee of JPMIA and/or predecessor firms since 1983, Mr. Swanson has led the team responsible for the management of the Intermediate Bond Fund and the Core Bond Fund since 1991. Scott E. Grimshaw, Vice President, has also participated in the management of the Intermediate Bond Fund since June 2005. Christopher Nauseda, Vice President, began participating in the management of the Core Bond Fund in May 2006. An employee of JPMIA and/or predecessor firms since 1982, Mr. Nauseda also serves as the manager for numerous institutional accounts and assists with JPMorgan mutual funds.

Investment Process of the Core Bond Fund

JPMIA analyzes four major factors in managing and constructing the Core Bond Fund: duration, market sectors, maturity concentrations and individual securities. JPMIA looks for market sectors and individual securities that it believes will perform well over time. JPMIA is value oriented and selects individual securities after performing a risk/reward analysis that includes an evaluation of interest rate risk, credit risk and the complex legal and technical structure of the transaction.

The frequency with which the Core Bond Fund buys and sells securities will vary from year to year, depending on market conditions.

JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund, JPMorgan West Virginia Municipal Bond Fund and JPMorgan Intermediate Tax Free Bond Fund

Investment Objectives

Each of the JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund and JPMorgan West Virginia Municipal Bond Fund (collectively, the “State Municipal Bond Funds”) are proposed to be reorganized into the JPMorgan Intermediate Tax Free Bond Fund. Each of the State Municipal Bond Funds seek current income exempt from federal income tax and the relevant state personal income tax, consistent with the preservation of principal. The JPMorgan Intermediate Tax Free Bond Fund (the “Intermediate Tax Free Bond Fund”), on the other hand, seeks to provide monthly dividends, which are excluded from gross income, and to protect the value of your investment by investing primarily in municipal obligations. For purposes of the Intermediate Tax Free Bond Fund’s investment objective, “gross income” means gross income for federal tax purposes.

Investment Strategies

Under normal circumstances, each of the State Municipal Bond Funds invests at least 80% of its Assets in municipal bonds, the income from which is exempt from both federal and the relevant state’s personal income tax. The Intermediate Tax Free Bond Fund normally invests at least 80% of the value of its Assets in

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municipal obligations whose interest payments are excluded from gross income for federal income tax purposes and not subject to the federal alternative minimum tax on individuals. “Assets” means net assets, plus the amount of borrowings for investment purposes. This is a fundamental policy of each Fund.

Each of the Funds may use derivatives, which are investments that have a value based on another investment, exchange rate or index, as substitutes for securities in which they can invest. Both Funds may also use futures contracts, options, swaps and other derivatives to help manage duration, sector and yield curve exposure and credit and spread volatility. In addition, all Funds may use derivatives to hedge various investments, for risk management and/or to increase the Fund’s income or gain to the Funds.

A portion of the total assets of each of the State Municipal Bond Funds also may be invested in municipal bonds issued by other states and territories. Municipal bonds are debt securities with maturities of 90 days or more at the time of issuance, issued by states, territories and possessions of the United States, including the District of Columbia, and their respective authorities, political subdivisions, agencies and instrumentalities, the interest on which is exempt from federal income tax. The securities are issued to raise funds for various public and private purposes. Municipal bonds include private activity and industrial development bonds, tax anticipation notes and participations in pools of municipal securities.

Up to 100% of the Assets of each of the State Municipal Bond Funds may be invested in municipal bonds, the interest on which may be subject to the federal alternative minimum tax for individuals. The securities in which each of the State Municipal Bond Funds invest may have fixed rates of return or floating or variable rates. The average weighted maturity of each of the State Municipal Bond Funds normally will be between three and 15 years, although the Funds may invest in securities with any maturity.

Under normal circumstances, the Intermediate Tax Free Bond Fund reserves the right to invest up to 20% of its Assets in securities that pay interest subject to federal income tax or the federal alternative minimum tax on individuals. To temporarily defend the value of its assets, the Fund may exceed this limit. There may be times when there are not enough municipal obligations available to meet the Fund’s needs. On these occasions, the Fund may invest in repurchase agreements or U.S. Treasury securities that may be subject to federal income tax.

The average dollar weighted maturity of the Intermediate Tax Free Bond Fund’s portfolio will be between three and ten years.

Each of the State Municipal Bond Funds and the Intermediate Tax Free Bond Fund invests in municipal bonds that are rated investment grade by Moody’s, S&P or Fitch, meaning that such securities will carry a minimum rating of Baa3, BBB–, or BBB–, respectively. With respect to short-term securities such as tax-exempt commercial paper, notes and variable rate demand obligations, each of

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the State Municipal Bond Funds invests in securities rated in one of the two highest investment grade categories, except that the JPMorgan Louisiana Municipal Bond Fund also may invest in short-term tax-exempt municipal securities rated at least MIG3 (“VMIG3”) by Moody’s or SP-2 by S&P. If a security has both a long-term and a short-term rating, it must have a long-term investment grade rating or be rated in one of the two highest short-term investment grade categories. The Intermediate Tax Free Bond Fund may also invest in high-quality, short-term money market instruments and repurchase agreements. Each of the Funds may also invest in unrated securities of comparable quality.

Each of the Funds may invest in mortgage-backed and asset-backed securities, as well as in zero-coupon securities. The State Municipal Bond Funds may also invest in payment-in-kind and deferred payment securities, and the Intermediate Tax Free Bond Fund may also invest in forward commitments, as well as in debt securities issued by governmental entities, certain issuers identified with the U.S. government and private issuers.

For cash management or temporary defensive purposes, each of the Funds may invest any portion of its total assets in cash and cash equivalents. Cash equivalents are highly liquid, high-quality instruments with maturities of three months or less on the date they are purchased. They include securities issued by the U.S. government, its agencies and instrumentalities, repurchase agreements (other than equity repurchase agreements), certificates of deposit, bankers’ acceptances, commercial paper (rated in one of the two highest rating categories), variable rate master demand notes, money market mutual funds (including affiliated money market funds) and bank money market deposit accounts.

The Board of Trustees of each of the Funds may change any of the Funds’ non-fundamental investment policies (including the Funds’ investment objective) without shareholder approval.

The Intermediate Tax Free Bond Fund is diversified as defined in the Investment Company Act of 1940, as amended, whereas the State Municipal Bond Funds are non-diversified.

Fund Managers

David Sivinski, CFA charterholder, has been the lead portfolio manager responsible for the day-to-day management of the JPMorgan Kentucky Municipal Bond Fund since 1995 and the JPMorgan Louisiana Municipal Bond Fund since 1997. Mr. Sivinski has also participated in the management of the JPMorgan West Virginia Municipal Bond Fund and the Intermediate Tax Free Bond Fund since June, 2005. In addition to his role as portfolio manager, Mr. Sivinski coordinates municipal management for a number of high net worth clients that focus principally on single state municipal bonds.

Kimberly Bingle, CFA charterholder, has been the lead portfolio manager responsible for the day-to-day management of the JPMorgan West Virginia

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Municipal Bond Fund since March, 2006. Ms. Bingle has also participated in the management of the JPMorgan Kentucky Municipal Bond Fund and the JPMorgan Louisiana Municipal Bond Fund since June 2005. An employee since 1998, Ms. Bingle has been in the investment industry since 1986 and has been a member of the Tax Free Bond Team since 1999.

Richard Taormina has been the lead portfolio manager responsible for the day-to-day management of the Intermediate Tax Free Bond Fund since February 2006. Mr. Taormina has been an employee of JPMIM, an affiliate of JPMIA since 1997. Mr. Taormina is responsible for managing municipal mutual funds, institutional fixed income accounts and quantitative analysis. Previously, Mr. Taormina was a Certified Financial Planner for the Financial Advisory Group, where he was an investment analyst.

Investment Process of the Intermediate Tax Free Bond Fund

JPMIM selects securities for the Intermediate Tax Free Bond Fund by analyzing both individual securities and different market sectors. Taking a long-term approach, JPMIM looks for individual securities that it believes will perform well over market cycles. The Fund spreads its holdings across various security types within the municipal securities market. JPMIM selects individual securities after performing a risk/reward evaluation of interest rate risk, credit risk, and the complex legal and technical structure of the transaction.

II.

Comparison of Fundamental and Non-Fundamental Investment Restrictions

In addition to the investment objectives and strategies described above, each Fund has adopted certain fundamental and non-fundamental investment restrictions. The paragraphs below summarize these fundamental and non-fundamental restrictions across the Funds.

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Fundamental Investment Restrictions: All Funds

Diversification

No Trust I Fund (except those listed below) may make any investment inconsistent with the Fund’s classification as a diversified investment company under the 1940 Act. This fundamental policy does not apply to the Intermediate Tax Free Bond Fund.

No Trust II Fund (except those listed below) may purchase securities of any issuer if such purchase would not be consistent with the maintenance of the Fund’s status as a diversified company under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time. This fundamental policy does not apply to the Kentucky Municipal Bond Fund, Louisiana Municipal Bond Fund or West Virginia Municipal Bond Fund.

Industry Concentration

Restrictions on certain JPMorgan Trust I Funds with respect to industry concentration are noted below under “Fundamental Investment Restrictions: Certain JPMorgan Trust I Funds.”

No Trust II Fund may purchase any securities that would cause more than 25% of the total assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that (i) this limitation does not apply to Municipal Securities or governmental guarantees of Municipal Securities and (ii) this limitation does not apply to Kentucky Municipal Securities, West Virginia Municipal Securities and Louisiana Municipal Securities. In addition, with respect to the West Virginia Municipal Bond Fund, for purposes of this limitation only, private activity bonds that are backed only by the assets and revenues of a non-governmental issued shall not be deemed to be Municipal Securities or West Virginia Securities. For purposes of this limitation (i) utilities will be divided according to their services (for example, gas, gas transmission, electric and telephone will each be considered a separate industry); and (ii) wholly-owned finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of their parents. With respect to each of the Core Bond Fund, Core Plus Bond Fund, Intermediate Bond Fund and Short Duration Bond Fund, this limitation does not apply to investments in: the obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities and repurchase agreements involving such securities. Additional restrictions on certain JPMorgan Trust II Funds with respect to purchasing securities are noted below under “Fundamental Investment Restrictions: Certain JPMorgan Trust II Funds.”

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Issuing Senior Securities

Restrictions on certain JPMorgan Trust I Funds with respect to issuing senior securities are noted below under “Fundamental Investment Restrictions: Certain JPMorgan Trust I Funds.”

No Trust II Fund may issue senior securities except with respect to any permissible borrowings.

Borrowing Money

No Trust I Fund may borrow money, except to the extent permitted under the 1940 Act or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time or as permitted by order or interpretation of the SEC.

No Trust II Fund may borrow money, except to the extent permitted under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time or as permitted by order or interpretation of the SEC.

Underwriting Securities

No Trust I Fund may underwrite securities of other issuers, except to the extent that a Fund, in disposing of portfolio securities, may be deemed to be an underwriter within the meaning of the 1933 Act.

No Trust II Fund may underwrite the securities of other issuers except to the extent that a Fund may be deemed to be an underwriter under certain securities laws in the disposition of “restricted securities.”

Purchasing or Selling Real Estate

No Trust I Fund may purchase or sell real estate, except that, to the extent permitted by applicable law, a Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate, (b) invest in securities or other instruments issued by issuers that invest in real estate and (c) may make direct investments in mortgages. With respect to the Intermediate Tax Free Bond Fund, this policy does not apply to real estate acquired as a result of ownership of securities or other instruments.

No Trust II Fund may purchase or sell real estate (however, a Fund may, to the extent appropriate to its investment objective, purchase securities secured by real estate or interests therein or securities issued by companies investing in real estate or interests therein).

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Purchasing or Selling Physical Commodities

Restrictions on certain JPMorgan Trust I Funds with respect to issuing senior securities are noted below under “Fundamental Investment Restrictions: Certain JPMorgan Trust I Funds.”

No Trust II Fund may purchase physical commodities or contracts relating to physical commodities, except as permitted under the 1940 Act, or operate as a commodity pool, in each case as interpreted or modified by regulatory authority having jurisdiction, from time to time.

Making Loans

Each Trust I Fund may make loans to other persons, in accordance with the Fund’s investment object and policies and to the extent permitted by applicable law.

No Trust II Fund may make loans, except that a Fund may (i) purchase or hold debt instruments in accordance with its investment objective and policies; (ii) enter into repurchase agreements; (iii) engage in securities lending as described in the Prospectuses and the Statement of Additional Information; and (iv) make loans to the extent permitted by an order issued by the SEC.

Fundamental Investment Restrictions: Certain JPMorgan Trust I Funds

In addition, the following individual Funds have additional fundamental investment restrictions:

The Bond Fund, Short Term Bond Fund, Tax Aware Enhanced Income Fund and Tax Aware Short-Intermediate Income Fund each may not purchase any security which would cause the Fund to concentrate its investments in the securities of issuers primarily engaged in any particular industry except as permitted by the SEC.

The Intermediate Tax Free Bond Fund may not purchase the securities of any issuer if, as a result, more than 25% of the Fund’s total assets would be invested in securities of one or more issuers whose principal business activities are in the same industry. This restriction does not apply to investments in other registered investment companies in the same “group of investment companies” as that term is defined in Section 12(d)(1)(G) of the 1940 Act, securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, or repurchase agreements secured thereby, and futures and options transactions issued or guaranteed by the U.S. government or any of its agencies or instrumentalities. For the Intermediate Tax Free Bond Fund, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.” However, it is not applicable to investments by a Fund in municipal obligations where the issuer is regarded as a state, city, municipality or other public authority since such entities are not

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members of an “industry.” Supranational organizations are collectively considered to be members of any “industry.”

The Bond Fund, Short Term Bond Fund, Tax Aware Enhanced Income Fund and Tax Aware Short-Intermediate Income Fund each may not issue senior securities, except as permitted under the 1940 Act or any rule, order or interpretation thereunder.

The Intermediate Tax Free Bond Fund may not issue any senior security (as defined in the 1940 Act), except that (i) the Fund may engage in transactions that may result in the issuance of senior securities to the extent permitted under applicable regulations and interpretations of the 1940 Act or an exemptive order; (ii) the Fund may acquire other securities, the acquisition of which may result in the issuance of a senior security, to the extent permitted under applicable regulations or interpretations of the 1940 Act; and (iii) subject to the restrictions set forth above, the Fund may borrow money as authorized by the 1940 Act. For purposes of this restriction, collateral arrangements with respect to permissible options and futures transactions, including deposits of initial and variation margin, are not considered to be the issuance of a senior security.

The Bond Fund, Short Term Bond Fund, Tax Aware Enhanced Income Fund and Tax Aware Short-Intermediate Income Fund each may not purchase or sell commodities or commodity contracts unless acquired as a result of ownership of securities or other instruments issued by persons that purchase or sell commodities or commodities contracts; but this shall not prevent a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities.

The Intermediate Tax Free Bond Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments but this shall not prevent the Fund from (i) purchasing or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities or (ii) engaging in forward purchases or sales of foreign currencies or securities.

The Intermediate Tax Free Bond Fund has an 80% investment policy which is fundamental and may not be changed without shareholder approval.

The Intermediate Tax Free Bond Fund may achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Fund.

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Fundamental Investment Restrictions: Certain JPMorgan Trust II Funds

In addition, the following individual Funds have additional fundamental investment restrictions:

No Trust II Fund may purchase securities on margin or sell securities short. Except, with respect to each of the Short-Intermediate Municipal Bond Fund, Kentucky Municipal Bond Fund, Louisiana Municipal Bond Fund and West Virginia Municipal Bond Fund, for use of short-term credit necessary for clearance of purchases of portfolio securities.

No Trust II Fund may purchase participation or other direct interests in oil, gas or mineral exploration or development programs (although investments by all Funds in marketable securities of companies engaged in such activities are not hereby precluded).

No Trust II Fund may purchase securities of other investment companies except as permitted by the 1940 Act and rules, regulations and applicable exemptive relief thereunder.

Under normal circumstances, each of the Kentucky Municipal Bond Fund, Louisiana Municipal Bond Fund, West Virginia Municipal Bond Fund and Short-Intermediate Municipal Bond Fund invests at least 80% of its net assets in municipal bonds, the income from which is exempt from both federal and (except with respect to the Short-Intermediate Municipal Bond Fund) the applicable state personal income tax. For purposes of this policy, the Fund’s net assets include borrowings by the Fund for investment purposes.

Non-Fundamental Investment Restrictions: All Funds

Illiquid Securities

No Trust I Fund may invest more than 15% of its net assets in illiquid securities.

No Trust II Fund may invest in illiquid securities in an amount exceeding, in the aggregate 15% of the Fund’s net assets. 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.

Securities of Open-End Investment Companies or Registered Unit Investment Trusts

No Trust I Fund may acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

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No Trust II Fund may acquire the securities of registered open-end investment companies or registered unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

Additional Non-Fundamental Investment Restrictions: Certain JPMorgan Trust I Funds

The Bond Fund and Short Term Bond Fund each may not make short sales of securities other than short sales “against the box”, maintain a short position, or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of a Fund. No Fund has the current intention of making short sales against the box. This restriction shall not be deemed to be applicable to the purchase or sale of when-issued or delayed delivery securities, or to short sales that are covered in accordance with SEC rules.

The Intermediate Tax Free Bond Fund, Tax Aware Enhanced Income Fund and Tax Aware Short-Intermediate Income Fund each may not purchase securities on margin, make short sales of securities, or maintain a short position, provided that this restriction shall not be deemed to be applicable to the purchase or sale of when-issued or delayed delivery securities, or to short sales that are covered in accordance with SEC rules.

No Trust I Fund may acquire securities of other investment companies, except as permitted by the 1940 Act or any order pursuant thereto.

The Bond Fund, Short Term Bond Fund and Intermediate Tax Free Bond Fund each may not purchase or sell interests in oil, gas or mineral leases.

The Bond Fund and Short Term Bond Fund both have an 80% investment policy which may be changed by the Fund’s Board of Trustees without shareholder approval. However, the Fund will provide shareholders with written notice at least 60 days prior to a change in its 80% investment policies.

The Intermediate Tax Free Bond Fund may not with respect to 50% of its assets, hold more than 10% of the outstanding voting securities of any issuer.

The Intermediate Tax Free Bond Fund may not write, purchase or sell any put or call option or any combination thereof, provided that this shall not prevent (i) the writing, purchasing or selling of puts, calls or combinations thereof with respect to portfolio securities or (ii) with respect to the Fund’s permissible futures and options transactions, the writing, purchasing, ownership, holding or selling of futures and options positions or of puts, calls or combinations thereof with respect to futures.

The Tax Aware Enhanced Income Fund and Tax Aware Short-Intermediate Income Fund may not borrow money to buy additional securities.

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Additional Non-Fundamental Investment Restrictions: Certain JPMorgan Trust II Funds

The Kentucky Municipal Bond Fund, Louisiana Municipal Bond Fund and West Virginia Municipal Bond Fund each may not purchase the securities of an issuer if as a result more than 5% of its total assets would be invested in the securities of that issuer or the Fund would own more than 10% of the outstanding voting securities of that issuer. This does not include securities issued or guaranteed by the United States, its agencies or instrumentalities, securities of other investment companies, and repurchase agreements involving these securities. This restriction applies with respect to 50% of the Fund’s total assets. For purposes of these limitations, a security is considered to be issued by the government entity whose assets and revenues guarantee or back the security. With respect to private activity bonds or industrial development bonds backed only by the assets and revenues of a non-governmental user, such user would be considered the issuer.

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APPENDIX E

FINANCIAL HIGHLIGHTS OF ACQUIRING FUNDS

E-1

JPMORGAN CORE PLUS BOND FUND

	Per share operating performance
			Investment operations									Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net asset value, end of period
Class A
Six Months Ended August 31, 2008 (Unaudited)	$	7.85	$	0.20	(g)	$	(0.33	)	$	(0.13	)	$	(0.20	)	$	7.52
Year Ended February 29, 2008		7.78		0.37			0.07			0.44			(0.37	)		7.85
Year Ended February 28, 2007		7.73		0.35			0.06			0.41			(0.36	)		7.78
July 1, 2005 through February 28, 2006 (e)		7.95		0.24			(0.22	)		0.02			(0.24	)		7.73
Year Ended June 30, 2005		7.82		0.36			0.14			0.50			(0.37	)		7.95
Year Ended June 30, 2004		8.10		0.36			(0.28	)		0.08			(0.36	)		7.82
Year Ended June 30, 2003		7.81		0.45			0.30			0.75			(0.46	)		8.10

Class B
Six Months Ended August 31, 2008 (Unaudited)		7.89		0.18	(g)		(0.34	)		(0.16	)		(0.18	)		7.55
Year Ended February 29, 2008		7.82		0.32			0.08			0.40			(0.33	)		7.89
Year Ended February 28, 2007		7.77		0.32			0.05			0.37			(0.32	)		7.82
July 1, 2005 through February 28, 2006 (e)		7.98		0.22			(0.22	)		—			(0.21	)		7.77
Year Ended June 30, 2005		7.86		0.32			0.12			0.44			(0.32	)		7.98
Year Ended June 30, 2004		8.14		0.31			(0.28	)		0.03			(0.31	)		7.86
Year Ended June 30, 2003		7.84		0.40			0.30			0.70			(0.40	)		8.14

Class C
Six Months Ended August 31, 2008 (Unaudited)		7.89		0.18	(g)		(0.34	)		(0.16	)		(0.18	)		7.55
Year Ended February 29, 2008		7.82		0.34			0.06			0.40			(0.33	)		7.89
Year Ended February 28, 2007		7.77		0.32			0.05			0.37			(0.32	)		7.82
July 1, 2005 through February 28, 2006 (e)		7.98		0.21			(0.21	)		—			(0.21	)		7.77
Year Ended June 30, 2005		7.86		0.31			0.13			0.44			(0.32	)		7.98
Year Ended June 30, 2004		8.14		0.31			(0.28	)		0.03			(0.31	)		7.86
Year Ended June 30, 2003		7.84		0.40			0.31			0.71			(0.41	)		8.14

Select Class
Six Months Ended August 31, 2008 (Unaudited)		7.85		0.21	(g)		(0.34	)		(0.13	)		(0.21	)		7.51
Year Ended February 29, 2008		7.78		0.39			0.07			0.46			(0.39	)		7.85
Year Ended February 28, 2007		7.73		0.38			0.05			0.43			(0.38	)		7.78
July 1, 2005 through February 28, 2006 (e)		7.95		0.25			(0.22	)		0.03			(0.25	)		7.73
Year Ended June 30, 2005		7.82		0.38			0.13			0.51			(0.38	)		7.95
Year Ended June 30, 2004		8.10		0.38			(0.28	)		0.10			(0.38	)		7.82
Year Ended June 30, 2003		7.81		0.48			0.29			0.77			(0.48	)		8.10

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

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

(d)

Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable.

(e)

The Fund changed its fiscal year from June 30 to the last day of February.

(f)

Commencement of offering of class of shares.

(g)

Calculated based on average shares outstanding.

(h)

Includes a gain incurred resulting from a payment by affiliate. The effect is less than 0.01% on total return.

E-2

Ratios/Supplemental data
				Ratios to average net assets (a)
Total return (excludes sales charge) (b)(c)		Net assets end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


(1.64	)%	$	43,347		0.92	%		5.19	%		0.97	%		13	%
5.81	(h)		52,808		0.92			4.81			0.97			31
5.49			45,383		0.91			4.64			0.96			26
0.31			50,622		0.90			4.65			0.94			15
6.47			56,320		0.90			4.54			1.09			20
0.98			58,697		0.88			4.50			1.15			24
9.80			75,575		0.89			5.63			1.17			16



(2.02	)		4,660		1.45			4.65			1.47			13
5.26	(h)		6,665		1.45			4.28			1.47			31
4.91			5,464		1.45			4.09			1.46			26
0.05			6,950		1.44			4.10			1.44			15
5.74			9,424		1.51			3.92			1.70			20
0.32			11,745		1.53			3.85			1.80			24
9.19			15,226		1.54			4.99			1.82			16



(1.99	)		10,808		1.45			4.69			1.47			13
5.27	(h)		5,737		1.45			4.27			1.47			31
4.90			3,512		1.45			4.11			1.46			26
0.05			3,119		1.44			4.10			1.44			15
5.74			3,492		1.50			3.94			1.69			20
0.33			3,750		1.53			3.83			1.80			24
9.22			3,521		1.54			4.89			1.82			16



(1.64	)		876,612		0.67			5.45			0.72			13
6.11	(h)		925,240		0.67			5.05			0.72			31
5.74			875,275		0.66			4.89			0.71			26
0.46			1,216,897		0.65			4.90			0.69			15
6.73			1,252,911		0.65			4.79			0.77			20
1.22			1,306,778		0.63			4.73			0.80			24
10.10			1,276,529		0.64			5.91			0.82			16

E-3

JPMORGAN CORE PLUS BOND FUND (continued)

	Per share operating performance
			Investment operations									Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net asset value, end of period
Ultra
Six Months Ended August 31, 2008 (Unaudited)	$	7.85	$	0.22	(g)	$	(0.34	)	$	(0.12	)	$	(0.22	)	$	7.51
Year Ended February 29, 2008		7.78		0.42			0.06			0.48			(0.41	)		7.85
Year Ended February 28, 2007		7.73		0.39			0.06			0.45			(0.40	)		7.78
July 1, 2005 through February 28, 2006 (e)		7.95		0.27			(0.22	)		0.05			(0.27	)		7.73
February 22, 2005 (f) through June 30, 2005		7.94		0.15			0.03			0.18			(0.17	)		7.95

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable.

(e)

The Fund changed its fiscal year from June 30 to the last day of February.

(f)

Commencement of offering of class of shares.

(g)

Calculated based on average shares outstanding.

(h)

Includes a gain incurred resulting from a payment by affiliate. The effect is less than 0.01% on total return.

E-4

Ratios/Supplemental data
				Ratios to average net assets (a)
Total return (excludes sales charge) (b)(c)		Net assets end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


(1.52	)%	$	14,470		0.45	%		5.66	%		0.47	%		13	%
6.31	(h)		17,985		0.45			5.26			0.47			31
5.97			12,094		0.45			5.10			0.46			26
0.62			12,738		0.44			5.10			0.44			15

2.35			13,894		0.43			5.27			0.43			20

E-5

JPMORGAN SHORT DURATION BOND FUND

	Per share operating performance
			Investment operations									Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net asset value, end of period
Class A
Six Months Ended August 31, 2008 (Unaudited)	$	10.80	$	0.20	(g)	$	(0.21	)	$	(0.01	)	$	(0.19	)	$	10.60
Year Ended February 29, 2008		10.52		0.44	(g)		0.26			0.70			(0.42	)		10.80
Year Ended February 28, 2007		10.43		0.39	(g)		0.10			0.49			(0.40	)		10.52
July 1, 2005 through February 28, 2006 (e)		10.51		0.21			(0.08	)		0.13			(0.21	)		10.43
Year Ended June 30, 2005		10.62		0.28			(0.10	)		0.18			(0.29	)		10.51
Year Ended June 30, 2004		10.86		0.27			(0.23	)		0.04			(0.28	)		10.62
Year Ended June 30, 2003		10.72		0.35			0.18			0.53			(0.39	)		10.86

Select Class
Six Months Ended August 31, 2008 (Unaudited)		10.80		0.21	(g)		(0.20	)		0.01			(0.21	)		10.60
Year Ended February 29, 2008		10.53		0.46	(g)		0.26			0.72			(0.45	)		10.80
Year Ended February 28, 2007		10.44		0.41	(g)		0.10			0.51			(0.42	)		10.53
July 1, 2005 through February 28, 2006 (e)		10.52		0.23			(0.08	)		0.15			(0.23	)		10.44
Year Ended June 30, 2005		10.63		0.32			(0.12	)		0.20			(0.31	)		10.52
Year Ended June 30, 2004		10.87		0.30			(0.23	)		0.07			(0.31	)		10.63
Year Ended June 30, 2003		10.73		0.39			0.17			0.56			(0.42	)		10.87

Ultra
Six Months Ended August 31, 2008 (Unaudited)		10.81		0.22	(g)		(0.21	)		0.01			(0.22	)		10.60
Year Ended February 29, 2008		10.53		0.49	(g)		0.27			0.76			(0.48	)		10.81
Year Ended February 28, 2007		10.44		0.44	(g)		0.10			0.54			(0.45	)		10.53
July 1, 2005 through February 28, 2006 (e)		10.52		0.24			(0.07	)		0.17			(0.25	)		10.44
February 22, 2005 (f) through June 30, 2005		10.56		0.13			(0.02	)		0.11			(0.15	)		10.52

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable.

(e)

The Fund changed its fiscal year from June 30 to the last day of February.

(f)

Commencement of offering of class of shares.

(g)

Calculated based on average shares outstanding.

(h)

Includes a gain incurred resulting from a payment by affiliate. The effect is less than 0.01% on total return.

E-6

Ratios/Supplemental data
				Ratios to average net assets (a)
Total return (excludes sales charge) (b)(c)		Net assets end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


(0.06	)%	$	68,327		0.80	%		3.64	%		0.88	%		21	%
6.84	(h)		56,496		0.80			4.14			0.91			40
4.75			94,199		0.80			3.69			0.91			44
1.22			93,187		0.80			2.97			0.91			22
1.72			97,744		0.80			2.64			1.10			27
0.39			109,252		0.80			2.51			1.16			54
5.01			128,309		0.80			3.26			1.16			27



0.05			1,777,107		0.55			3.88			0.63			21
7.03	(h)		1,255,422		0.55			4.31			0.64			40
4.99			277,452		0.55			3.89			0.66			44
1.39			497,708		0.55			3.21			0.66			22
1.94			559,775		0.55			2.85			0.79			27
0.67			1,045,405		0.55			2.75			0.81			54
5.28			923,772		0.55			3.60			0.81			27



0.08			316,758		0.30			4.14			0.38			21
7.39	(h)		321,055		0.30			4.64			0.41			40
5.24			299,838		0.30			4.18			0.41			44
1.60			371,212		0.30			3.47			0.41			22

1.05			392,444		0.30			3.45			0.44			27

E-7

JPMORGAN SHORT-INTERMEDIATE MUNICIPAL BOND FUND

	Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
Class A
Six Months Ended August 31, 2008 (Unaudited)	$	10.17	$	0.14	(f)	$	0.09		$	0.23	$	(0.14	)	$	—		$	(0.14	)
Year Ended February 29, 2008		10.13		0.28			0.06			0.34		(0.30	)		—			(0.30	)
Year Ended February 28, 2007		10.10		0.25			0.04			0.29		(0.26	)		—			(0.26	)
July 1, 2005 through February 28, 2006 (e)		10.17		0.16			(0.07	)		0.09		(0.16	)		—			(0.16	)
Year Ended June 30, 2005		10.16		0.23			0.02			0.25		(0.24	)		—			(0.24	)
Year Ended June 30, 2004		10.40		0.22			(0.21	)		0.01		(0.22	)		(0.03	)		(0.25	)
Year Ended June 30, 2003		10.21		0.26			0.20			0.46		(0.26	)		(0.01	)		(0.27	)

Select Class
Six Months Ended August 31, 2008 (Unaudited)		10.20		0.15	(f)		0.09			0.24		(0.15	)		—			(0.15	)
Year Ended February 29, 2008		10.16		0.32			0.04			0.36		(0.32	)		—			(0.32	)
Year Ended February 28, 2007		10.13		0.29			0.03			0.32		(0.29	)		—			(0.29	)
July 1, 2005 through February 28, 2006 (e)		10.21		0.18			(0.08	)		0.10		(0.18	)		—			(0.18	)
Year Ended June 30, 2005		10.19		0.26			0.02			0.28		(0.26	)		—			(0.26	)
Year Ended June 30, 2004		10.43		0.25			(0.21	)		0.04		(0.25	)		(0.03	)		(0.28	)
Year Ended June 30, 2003		10.24		0.28			0.20			0.48		(0.28	)		(0.01	)		(0.29	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable.

(e)

The Fund changed its fiscal year end from June 30 to the last day of February.

(f)

Calculated based upon average shares outstanding.

(g)

Includes a gain incurred resulting from a payment by affiliate. The effect is less than 0.01% on total return.

E-8

	Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (excludes sales charge) (b)(c)			Net assets end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)

$10.26		2.28	%	$	54,530		0.80	%		2.70	%		0.94	%		24	%
10.17		3.38	(g)		26,376		0.80			2.89			0.94			43
10.13		2.93			43,798		0.80			2.55			0.92			24

10.10		0.89			67,143		0.80			2.33			0.92			13
10.17		2.47			85,690		0.80			2.28			1.08			41
10.16		0.11			107,434		0.80			2.10			1.16			138
10.40		4.57			109,112		0.80			2.53			1.15			110



10.29		2.39			177,416		0.55			2.96			0.69			24
10.20		3.63	(g)		180,070		0.55			3.14			0.69			43
10.16		3.19			198,903		0.55			2.80			0.67			24

10.13		0.97			263,075		0.55			2.57			0.67			13
10.21		2.80			306,288		0.55			2.53			0.76			41
10.19		0.35			331,423		0.55			2.36			0.81			138
10.43		4.81			334,990		0.55			2.79			0.81			110

E-9

JPMORGAN CORE BOND FUND

	Per share operating performance
			Investment operations									Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net realized gains			Total distributions
Class A
Six Months Ended August 31, 2008 (Unaudited)	$	11.04	$	0.26	(g)	$	(0.41	)	$	(0.15	)	$	(0.26	)	$	—		$	(0.26	)
Year Ended February 29, 2008		10.67		0.48	(g)		0.37			0.85			(0.48	)		—			(0.48	)
Year Ended February 28, 2007		10.57		0.46	(g)		0.10			0.56			(0.46	)		—			(0.46	)
July 1, 2005 through February 28, 2006 (e)		10.91		0.34			(0.35	)		(0.01	)		(0.33	)		—			(0.33	)
Year Ended June 30, 2005		10.77		0.51			0.15			0.66			(0.52	)		—			(0.52	)
Year Ended June 30, 2004		11.18		0.48			(0.39	)		0.09			(0.50	)		—			(0.50	)
Year Ended June 30, 2003		10.82		0.62			0.35			0.97			(0.60	)		(0.01	)		(0.61	)

Class B
Six Months Ended August 31, 2008 (Unaudited)		11.03		0.22	(g)		(0.41	)		(0.19	)		(0.22	)		—			(0.22	)
Year Ended February 29, 2008		10.66		0.41	(g)		0.37			0.78			(0.41	)		—			(0.41	)
Year Ended February 28, 2007		10.56		0.39	(g)		0.10			0.49			(0.39	)		—			(0.39	)
July 1, 2005 through February 28, 2006 (e)		10.90		0.27			(0.33	)		(0.06	)		(0.28	)		—			(0.28	)
Year Ended June 30, 2005		10.76		0.42			0.17			0.59			(0.45	)		—			(0.45	)
Year Ended June 30, 2004		11.17		0.41			(0.39	)		0.02			(0.43	)		—			(0.43	)
Year Ended June 30, 2003		10.81		0.54			0.36			0.90			(0.53	)		(0.01	)		(0.54	)

Class C
Six Months Ended August 31, 2008 (Unaudited)		11.09		0.23	(g)		(0.42	)		(0.19	)		(0.22	)		—			(0.22	)
Year Ended February 29, 2008		10.73		0.42	(g)		0.35			0.77			(0.41	)		—			(0.41	)
Year Ended February 28, 2007		10.62		0.39	(g)		0.11			0.50			(0.39	)		—			(0.39	)
July 1, 2005 through February 28, 2006 (e)		10.96		0.28			(0.34	)		(0.06	)		(0.28	)		—			(0.28	)
Year Ended June 30, 2005		10.82		0.42			0.17			0.59			(0.45	)		—			(0.45	)
Year Ended June 30, 2004		11.23		0.42			(0.40	)		0.02			(0.43	)		—			(0.43	)
Year Ended June 30, 2003		10.87		0.54			0.36			0.90			(0.53	)		(0.01	)		(0.54	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable.

(e)

The Fund changed its fiscal year from June 30 to the last day of February.

(f)

Commencement of offering of class of shares.

(g)

Calculated based on average shares outstanding.

(h)

Includes a gain incurred resulting from a payment by affiliate. The effect is less than 0.01% on total return.

E-10

	Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (excludes sales charge) (b)(c)			Net assets end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$10.63		(1.38	)%	$	872,849		0.75	%		4.78	%		0.97	%		8	%
11.04		8.21	(h)		780,006		0.75			4.51			0.99			14
10.67		5.42			560,556		0.75			4.36			0.94			8

10.57		(0.11	)		394,309		0.75			4.54			0.97			13
10.91		6.23			373,401		0.82			4.52			1.09			16
10.77		0.84			349,290		0.85			4.34			1.16			20
11.18		9.20			429,859		0.85			5.57			1.17			23



10.62		(1.72	)		77,174		1.40			4.13			1.47			8
11.03		7.49	(h)		78,048		1.40			3.86			1.49			14
10.66		4.75			74,963		1.40			3.72			1.44			8

10.56		(0.55	)		85,667		1.40			3.89			1.47			13
10.90		5.57			94,897		1.47			3.87			1.68			16
10.76		0.28			98,064		1.50			3.69			1.81			20
11.17		8.53			134,915		1.50			4.92			1.82			23



10.68		(1.68	)		191,776		1.40			4.14			1.47			8
11.09		7.38	(h)		133,975		1.40			3.86			1.49			14
10.73		4.83			65,579		1.40			3.72			1.44			8

10.62		(0.55	)		57,530		1.40			3.89			1.47			13
10.96		5.53			64,238		1.47			3.87			1.70			16
10.82		0.17			79,323		1.50			3.69			1.81			20
11.23		8.59			123,308		1.50			4.90			1.82			23

E-11

JPMORGAN CORE BOND FUND (continued)

	Per share operating performance
			Investment operations									Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations			Net investment income			Net realized gains			Total distributions

Select Class
Six Months Ended August 31, 2008 (Unaudited)	$	11.03	$	0.27	(g)	$	(0.40	)	$	(0.13	)	$	(0.27	)	$	—		$	(0.27	)
Year Ended February 29, 2008		10.67		0.50	(g)		0.35			0.85			(0.49	)		—			(0.49	)
Year Ended February 28, 2007		10.56		0.47	(g)		0.11			0.58			(0.47	)		—			(0.47	)
July 1, 2005 through February 28, 2006 (e)		10.90		0.33			(0.33	)		—			(0.34	)		—			(0.34	)
Year Ended June 30, 2005		10.77		0.53			0.14			0.67			(0.54	)		—			(0.54	)
Year Ended June 30, 2004		11.18		0.50			(0.38	)		0.12			(0.53	)		—			(0.53	)
Year Ended June 30, 2003		10.82		0.64			0.36			1.00			(0.63	)		(0.01	)		(0.64	)

Ultra
Six Months Ended August 31, 2008 (Unaudited)		11.03		0.28	(g)		(0.41	)		(0.13	)		(0.27	)		—			(0.27	)
Year Ended February 29, 2008		10.67		0.52	(g)		0.36			0.88			(0.52	)		—			(0.52	)
Year Ended February 28, 2007		10.56		0.50	(g)		0.10			0.60			(0.49	)		—			(0.49	)
July 1, 2005 through February 28, 2006 (e)		10.90		0.35			(0.34	)		0.01			(0.35	)		—			(0.35	)
February 22, 2005 (f) through June 30, 2005		10.84		0.19			0.07			0.26			(0.20	)		—			(0.20	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

(d)

Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable.

(e)

The Fund changed its fiscal year from June 30 to the last day of February.

(f)

Commencement of offering of class of shares.

(g)

Calculated based on average shares outstanding.

(h)

Includes a gain incurred resulting from a payment by affiliate. The effect is less than 0.01% on total return.

E-12

	Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (excludes sales charge) (b)(c)			Net assets end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$10.63		(1.21	)%	$	2,753,199		0.60	%		4.93	%		0.72	%		8	%
11.03		8.25	(h)		2,456,097		0.60			4.66			0.73			14
10.67		5.69			2,128,674		0.60			4.52			0.69			8

10.56		(0.02	)		2,742,810		0.60			4.69			0.72			13
10.90		6.36			2,754,702		0.60			4.72			0.79			16
10.77		1.13			4,902,736		0.60			4.60			0.81			20
11.18		9.51			4,365,709		0.60			5.80			0.82			23



10.63		(1.13	)		742,360		0.40			5.13			0.47			8
11.03		8.48	(h)		782,067		0.40			4.86			0.48			14
10.67		5.88			711,527		0.40			4.72			0.44			8

10.56		0.12			703,229		0.40			4.89			0.47			13

10.90		2.44			649,060		0.40			5.00			0.43			16

E-13

JPMORGAN INTERMEDIATE TAX FREE BOND FUND

	Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
Class A
Six Months Ended August 31, 2008 (Unaudited)	$	10.54	$	0.18		$	0.21		$	0.39	$	(0.18	)	$	—		$	(0.18	)
Year Ended February 29, 2008		10.77		0.39	(g)		(0.24	)		0.15		(0.38	)		—			(0.38	)
Year Ended February 28, 2007		10.77		0.39	(g)		—	(h)		0.39		(0.39	)		—	(h)		(0.39	)
September 1, 2005 to February 28, 2006 (e)		10.94		0.20			(0.14	)		0.06		(0.19	)		(0.04	)		(0.23	)
Year Ended August 31, 2005		11.11		0.39			(0.13	)		0.26		(0.39	)		(0.04	)		(0.43	)
December 31, 2003 (f) to August 31, 2004		11.10		0.27	(g)		0.01			0.28		(0.27	)		—			(0.27	)

Class B
Six Months Ended August 31, 2008 (Unaudited)		10.38		0.15			0.21			0.36		(0.15	)		—			(0.15	)
Year Ended February 29, 2008		10.61		0.31	(g)		(0.23	)		0.08		(0.31	)		—			(0.31	)
Year Ended February 28, 2007		10.62		0.32	(g)		(0.01	)		0.31		(0.32	)		—	(h)		(0.32	)
September 1, 2005 to February 28, 2006 (e)		10.79		0.16			(0.13	)		0.03		(0.16	)		(0.04	)		(0.20	)
Year Ended August 31, 2005		10.98		0.31			(0.15	)		0.16		(0.31	)		(0.04	)		(0.35	)
December 31, 2003 (f) to August 31, 2004		11.10		0.21	(g)		(0.12	)		0.09		(0.21	)		—			(0.21	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

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

(d)

Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable.

(e)

The Fund changed its fiscal year end from August 31 to the last day of February.

(f)

Commencement of offering of class of shares.

(g)

Calculated based upon average shares outstanding.

(h)

Amount rounds to less than $0.01.

(i)

Includes a gain incurred resulting from a payment by affiliate. The effect was less than 0.01% on total return.

(j)

Due to the size of net assets and fixed expenses, ratios may appear disproportionate with other classes.

E-14

	Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (excludes sales charge) (b)(c)			Net assets end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$10.75		3.76	%	$	93,445		0.75	%		3.43	%		0.92	%		7	%
10.54		1.42	(i)		68,249		0.75			3.62			0.93			18
10.77		3.73			54,750		0.75			3.67			0.93			19

10.77		0.53			57,348		0.75			3.62			0.94			6
10.94		2.35			60,474		0.75			3.56			0.97			28

11.11		2.55			726		0.75			3.52			9.03	(j)		65



10.59		3.46			5,763		1.42			2.76			1.42			7
10.38		0.74	(i)		6,091		1.43			2.94			1.43			18
10.61		2.99			7,550		1.43			3.02			1.43			19

10.62		0.20			10,023		1.43			3.01			1.44			6
10.79		1.47			10,845		1.43			2.95			1.43			28

10.98		0.85			22		1.50			2.86			13.40	(j)		65

E-15

JPMORGAN INTERMEDIATE TAX FREE BOND FUND (continued)

	Per share operating performance
			Investment operations								Distributions
	Net asset value, beginning of period		Net investment income (loss)			Net realized and unrealized gains (losses) on investments			Total from investment operations		Net investment income			Net realized gains			Total distributions
Select Class
Six Months Ended August 31, 2008 (Unaudited)	$	10.41	$	0.19		$	0.21		$	0.40	$	(0.19	)	$	—		$	(0.19	)
Year Ended February 29, 2008		10.64		0.40	(g)		(0.23	)		0.17		(0.40	)		—			(0.40	)
Year Ended February 28, 2007		10.65		0.41	(g)		(0.01	)		0.40		(0.41	)		—	(h)		(0.41	)
September 1, 2005 to February 28, 2006 (e)		10.82		0.20			(0.13	)		0.07		(0.20	)		(0.04	)		(0.24	)
Year Ended August 31, 2005		11.00		0.40			(0.14	)		0.26		(0.40	)		(0.04	)		(0.44	)
Year Ended August 31, 2004		10.93		0.41	(g)		0.15			0.56		(0.41	)		(0.08	)		(0.49	)
Year Ended August 31, 2003		11.15		0.42			(0.15	)		0.27		(0.42	)		(0.07	)		(0.49	)

(a)

Annualized for periods less than one year.

(b)

Not annualized for periods less than one year.

(c)

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

(d)

Includes earnings credits and interest expense, each of which is less than 0.01%, if applicable.

(e)

The Fund changed its fiscal year end from August 31 to the last day of February.

(f)

Commencement of offering of class of shares.

(g)

Calculated based upon average shares outstanding.

(h)

Amount rounds to less than $0.01.

(i)

Includes a gain incurred resulting from a payment by affiliate. The effect was less than 0.01% on total return.

(j)

Due to the size of net assets and fixed expenses, ratios may appear disproportionate with other classes.

E-16

	Ratios/Supplemental data
						Ratios to average net assets (a)
Net asset value, end of period	Total return (excludes sales charge) (b)(c)			Net assets end of period (000’s)		Net expenses (d)			Net investment income (loss)			Expenses without waivers, reimbursements and earnings credits			Portfolio turnover rate (b)


$10.62		3.87	%	$	2,740,386		0.59	%		3.59	%		0.67	%		7	%
10.41		1.61	(i)		2,429,113		0.59			3.78			0.68			18
10.64		3.84			2,374,148		0.59			3.85			0.68			19

10.65		0.63			2,302,094		0.59			3.84			0.69			6
10.82		2.42			1,668,674		0.62			3.74			0.70			28
11.00		5.19			1,103,996		0.66			3.71			0.73			65
10.93		2.44			1,159,000		0.66			3.73			0.74			56

E-17

APPENDIX F
RECORD DATE, OUTSTANDING SHARES
AND INTERESTS OF CERTAIN PERSONS

Only shareholders of record of the Acquired Funds at the close of business on the Record Date are entitled to receive notice of, and to vote at, their respective Meeting and at any postponement or adjournment thereof. The chart below lists the number of shares of each Acquired Fund that were outstanding and entitled to vote as of the close of business on the Record Date:

				Shares Outstanding on Record Date
JPMorgan Bond Fund				[•]
JPMorgan Short Term Bond Fund				[•]
JPMorgan Intermediate Bond Fund				[•]
JPMorgan Kentucky Municipal Bond Fund				[•]
JPMorgan Louisiana Municipal Bond Fund				[•]
JPMorgan West Virginia Municipal Bond Fund				[•]
JPMorgan Tax Aware Enhanced Income Fund				[•]
JPMorgan Tax Aware Short-Intermediate Income Fund				[•]

As of [•], the following persons owned of record or beneficially 5% or more of the outstanding shares of the class identified of any of the Acquired Funds or Acquiring Funds. Shareholders indicated below holding greater than 25% or more of a Fund are “controlling persons” under the 1940 Act.

Fund	Class							Name and Address of Owner				Type of Ownership				Percentage of Class of Shares				Percentage of Fund				Percentage of Combined Fund after Reorganization

As of the December 31, 2008, the officers and Trustees of JPMorgan Trust I beneficially owned as a group less than 1% of the outstanding securities of each of the [•] Fund.

As of the December 31, 2008, the officers and Trustees of JPMorgan Trust II beneficially owned as a group less than 1% of the outstanding securities of each of [•] Fund.

The votes of the shareholders of the Acquiring Funds are not being solicited since their approval or consent is not necessary for the Reorganizations to take place.

F-1

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Your Proxy Vote is important!

And now you can Vote your Proxy on the PHONE or the INTERNET.

It saves Money! Telephone and Internet voting saves postage costs.

It saves Time! Telephone and Internet voting is instantaneous – 24 hours a day.

It’s Easy! Just follow these simple steps:

1. Read your proxy statement and have it at hand.

2. Call toll-free 1-866-241-6192 or go to website: www.proxy-direct.com

3. Enter the 14-digit number located in the shaded box from your Proxy Card.

4. Follow the recorded or on-screen directions.

5. Do not mail your Proxy Card when you vote by phone or Internet.

Please detach at perforation before mailing.

PROXY

JPMORGAN TRUST I AND II
COMBINED SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2009

PROXY

The undersigned acknowledges receipt of the Notice of Meeting and Proxy Statement for the Combined Special Meeting of Shareholders of JPMorgan Trust I and JPMorgan Trust II, to be held at the offices of J.P. Morgan Investment Management Inc. (“JPMIM”) 245 Park Avenue, New York, New York 10167 on June 15, 2009, at 10:00 a.m., New York time (the “Meeting”), and appoints Frank Tango, Michael Tansley, Tiffany Prasad and Laura Melman (and each of them) proxies, with power of substitution, to attend the Combined Special Meeting (and any postponements or adjournments thereof) and to vote all shares the undersigned is entitled to vote upon the matters indicated on the reverse side and with discretionary power to vote on any other business that may properly come before the Special Meeting.

This Proxy when properly executed will be voted in the manner directed by the undersigned. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF TRUSTEES. Your vote is important. Complete, sign on the reverse side and return this card as soon as possible.

VOTE VIA THE TELEPHONE: 1-866-241-6192
VOTE VIA THE INTERNET: www.proxy-direct.com

YOUR VOTE IS IMPORTANT.

Please complete, sign and return this card as soon as possible. Please sign exactly as your name(s) appear(s) on this Proxy. If shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.

__________________________________________________________

Signature

__________________________________________________________

Signature (if held jointly)

______________________________________________________,2009

Date JPM_19988_022409

EVERY SHAREHOLDER’S VOTE IS IMPORTANT



Acquired Fund	Acquiring Fund
01 JPMorgan Bond Fund	01 JPMorgan Core Plus Bond Fund
02 JPMorgan Short Term Bond Fund	02 JPMorgan Short Duration Bond Fund

03 JPMorgan Tax Aware Enhanced Income Fund	03 JPMorgan Short - Intermediate Municipal Bond Fund
04 JPMorgan Tax Aware Short-Intermediate Income Fund	04 JPMorgan Short - Intermediate Municipal Bond Fund
05 JPMorgan Intermediate Bond Fund	05 JPMorgan Core Bond Fund
06 JPMorgan Kentucky Municipal Bond Fund	06 JPMorgan Intermediate Tax Free Bond Fund
07 JPMorgan Louisiana Municipal Bond Fund	07 JPMorgan Intermediate Tax Free Bond Fund
08 JPMorgan West Virginia Municipal Bond Fund	08 JPMorgan Intermediate Tax Free Bond Fund

Please detach at perforation before mailing.

The Board of Trustees recommends that you vote FOR the proposals below. Please vote your shares of each Acquired Fund you own. PLEASE MARK VOTES AS IN THIS EXAMPLE:

			FOR	AGAINST	ABSTAIN
1.	To approve the Agreement and Plan of Reorganization by and among JPMorgan Trust I and JPMorgan Trust II pursuant to which each Acquired Fund will transfer all of its assets attributable to each class of its shares to the corresponding Acquiring Fund, as indicated below, in exchange for shares of the corresponding class of the Acquiring Fund and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund. Each Acquired Fund would then distribute to its shareholders the portion of the shares of the corresponding Acquiring Fund to which each such shareholder is entitled in the liquidation of the Acquired Fund.

	Acquired Fund	Acquiring Fund
	01 JPMorgan Bond Fund	01 JPMorgan Core Plus Bond Fund
	02 JPMorgan Short Term Bond Fund	02 JPMorgan Short Duration Bond Fund

	03 JPMorgan Tax Aware Enhanced Income Fund	03 JPMorgan Short-Intermediate Municipal Bond Fund
	04 JPMorgan Tax Aware Short-Intermediate Income Fund	04 JPMorgan Short-Intermediate Municipal Bond Fund
	05 JPMorgan Intermediate Bond Fund	05 JPMorgan Core Bond Fund
	06 JPMorgan Kentucky Municipal Bond Fund	06 JPMorgan Intermediate Tax Free Bond Fund
	07 JPMorgan Louisiana Municipal Bond Fund	07 JPMorgan Intermediate Tax Free Bond Fund
	08 JPMorgan West Virginia Municipal Bond Fund	08 JPMorgan Intermediate Tax Free Bond Fund

2.	To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof

PLEASE SIGN, DATE,
AND RETURN THIS
PROXY PROMPTLY
USING THE ENCLOSED
ENVELOPE.
JPM_19988_022409

PART B

JPMORGAN TRUST I
JPMORGAN TRUST II

Statement of Additional Information

April ___, 2009

Acquired Funds		Acquiring Funds

Acquisition of the Assets and Liabilities of		By and in Exchange for Shares of
JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund
(a series of JPMorgan Trust I)		(a series of JPMorgan Trust II)
245 Park Avenue		245 Park Avenue
New York, New York 10167		New York, New York 10167

Acquisition of the Assets and Liabilities of		By and in Exchange for Shares of
JPMorgan Short Term Bond Fund		JPMorgan Short Duration Bond Fund
(a series of JPMorgan Trust I)		(a series of JPMorgan Trust II)
245 Park Avenue		245 Park Avenue
New York, New York 10167		New York, New York 10167

Acquisition of the Assets and Liabilities of		By and in Exchange for Shares of
JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short-Intermediate Municipal Bond
(a series of JPMorgan Trust I)		Fund (known as JPMorgan Short Term Municipal
245 Park Avenue		Bond Fund until 4/30/09)
New York, New York 10167		(a series of JPMorgan Trust II)
		245 Park Avenue
		New York, New York 10167

Acquisition of the Assets and Liabilities of		By and in Exchange for Shares of
JPMorgan Tax Aware Short-Intermediate		JPMorgan Short-Intermediate Municipal Bond
Income Fund		Fund (known as JPMorgan Short Term Municipal
(a series of JPMorgan Trust I)		Bond Fund until 4/30/09)
245 Park Avenue		(a series of JPMorgan Trust II)
New York, New York 10167		245 Park Avenue
		New York, New York 10167

Acquisition of the Assets and Liabilities of		By and in Exchange for Shares of
JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund
(a series of JPMorgan Trust II)		(a series of JPMorgan Trust II)
245 Park Avenue		245 Park Avenue
New York, New York 10167		New York, New York 10167

Acquisition of the Assets and Liabilities of		By and in Exchange for Shares of
JPMorgan Kentucky Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
(a series of JPMorgan Trust II)		(a series of JPMorgan Trust I)
245 Park Avenue		245 Park Avenue
New York, New York 10167		New York, New York 10167

Acquisition of the Assets and Liabilities of		By and in Exchange for Shares of
JPMorgan Louisiana Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
(a series of JPMorgan Trust II)		(a series of JPMorgan Trust I)
245 Park Avenue		245 Park Avenue
New York, New York 10167		New York, New York 10167


Acquisition of the Assets and Liabilities of		By and in Exchange for Shares of
JPMorgan West Virginia Municipal Bond Fund		JPMorgan Intermediate Tax Free Bond Fund
(a series of JPMorgan Trust II)		(a series of JPMorgan Trust I)
245 Park Avenue		245 Park Avenue
New York, New York 10167		New York, New York 10167

This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Proxy Statement/Prospectus dated April __, 2009, relating specifically to the proposed transfer of:

all of the assets of JPMorgan Bond Fund to JPMorgan Core Plus Bond Fund and the assumption of all the liabilities of JPMorgan Bond Fund in exchange for shares of JPMorgan Core Plus Bond Fund having an aggregate net asset value equal to those of JPMorgan Bond Fund;

all of the assets of JPMorgan Short Term Bond Fund to JPMorgan Short Duration Bond Fund and the assumption of all the liabilities of JPMorgan Short Term Bond Fund in exchange for shares of JPMorgan Short Duration Bond Fund having an aggregate net asset value equal to those of JPMorgan Short Term Bond Fund;

all of the assets of JPMorgan Tax Aware Enhanced Income Fund to JPMorgan Short-Intermediate Municipal Bond Fund and the assumption of all the liabilities of JPMorgan Tax Aware Enhanced Income Fund in exchange for shares of JPMorgan Short-Intermediate Municipal Bond Fund having an aggregate net asset value equal to those of JPMorgan Tax Aware Enhanced Income Fund; and

all of the assets of JPMorgan Tax Aware Short-Intermediate Income Fund to JPMorgan Short-Intermediate Municipal Bond Fund and the assumption of all the liabilities of JPMorgan Tax Aware Short-Intermediate Income Fund in exchange for shares of JPMorgan Short-Intermediate Municipal Bond Fund having an aggregate net asset value equal to those of JPMorgan Tax Aware Short-Intermediate Income Fund;

all of the assets of JPMorgan Intermediate Bond Fund to JPMorgan Core Bond Fund and the assumption of all the liabilities of JPMorgan Intermediate Bond Fund in exchange for shares of JPMorgan Core Bond Fund having an aggregate net asset value equal to those of JPMorgan Intermediate Bond Fund;

all of the assets of JPMorgan Kentucky Municipal Bond Fund to JPMorgan Intermediate Tax Free Bond Fund and the assumption of all the liabilities of JPMorgan Kentucky Municipal Bond Fund in exchange for shares of JPMorgan Intermediate Tax Free Bond Fund having an aggregate net asset value equal to those of JPMorgan Kentucky Municipal Bond Fund;

all of the assets of JPMorgan Louisiana Municipal Bond Fund to JPMorgan Intermediate Tax Free Bond Fund and the assumption of all the liabilities of JPMorgan Louisiana Municipal Bond Fund in exchange for shares of JPMorgan Intermediate Tax Free Bond Fund having an aggregate net asset value equal to those of JPMorgan Louisiana Municipal Bond Fund; and

all of the assets of JPMorgan West Virginia Municipal Bond Fund to JPMorgan Intermediate Tax Free Bond Fund and the assumption of all the liabilities of JPMorgan West Virginia Municipal Bond Fund in exchange for shares of JPMorgan Intermediate Tax Free Bond Fund having an aggregate net asset value equal to those of JPMorgan West Virginia Municipal Bond Fund.

To obtain a copy of the Proxy Statement/Prospectus, please write to JPMorgan Funds Services at P.O. Box 8528, Boston, MA 02266-8528 or call (866) 963-6135. The transfers are to occur pursuant to certain Agreements and Plans of Reorganization. Unless otherwise indicated, capitalized terms used herein have the same meanings as are given to them in the Proxy Statement/Prospectus.

TABLE OF CONTENTS

1.		General Information

2.		Documents Incorporated by Reference, including Financial Statements

3.		Pro Forma Financial Statements and Notes for JPMorgan Bond Fund and JPMorgan Core Plus Bond Fund

4.		Pro Forma Financial Statements and Notes for JPMorgan Tax Aware Enhanced Income Fund, JPMorgan Tax Aware Short-Intermediate Income Fund and JPMorgan Short-Intermediate Municipal Bond Fund

5.		Pro Forma Financial Statements and Notes for JPMorgan Intermediate Bond Fund and JPMorgan Core Bond Fund

GENERAL INFORMATION

A Combined Special Meeting of Shareholders of the Acquired Funds of JPMorgan Trust I and JPMorgan Trust II will be held to consider the proposed Reorganizations at the offices of J.P. Morgan Investment Management Inc., 245 Park Avenue, New York, New York 10167, on Monday, June 15, 2009 at 10:00 a.m., New York time. For further information about the Reorganizations, see the Proxy Statement/Prospectus.

DOCUMENTS INCORPORATED BY REFERENCE, INCLUDING FINANCIAL STATEMENTS

This Statement of Additional Information of JPMorgan Core Plus Bond Fund, JPMorgan Short Duration Bond Fund, JPMorgan Short-Intermediate Municipal Bond Fund, JPMorgan Core Bond Fund, and JPMorgan Intermediate Tax Free Bond Fund consists of this cover page, the accompanying pro forma financial statements and related notes and the following documents, each of which was filed electronically with the Securities and Exchange Commission and is incorporated by reference herein:

The information concerning the JPMorgan Bond Fund, JPMorgan Core Plus Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Short Duration Bond Fund, JPMorgan Intermediate Bond Fund, and JPMorgan Core Bond Fund in the Statement of Additional Information for the JPMorgan Income Funds dated July 1, 2008, as supplemented;

The information concerning the JPMorgan Short Term Municipal Bond Fund (to be renamed JPMorgan Short-Intermediate Municipal Bond Fund as of 4/30/09), JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Bond Fund, JPMorgan West Virginia Bond Fund, and JPMorgan Intermediate Tax Free Bond Fund in the Statement of Additional Information for the JPMorgan Municipal Bond Funds dated July 1, 2008, as supplemented;

The information concerning the JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund in the Statement of Additional Information for the JPMorgan Tax Aware Funds dated February 28, 2009, as supplemented;

The Financial Statements of the JPMorgan Bond Fund, JPMorgan Core Plus Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Short Duration Bond Fund, JPMorgan Intermediate Bond Fund, and JPMorgan Core Bond Fund as included in the JPMorgan Income Funds’ Annual Report filed for the year ended February 29, 2008;

The Financial Statements of the JPMorgan Short Term Municipal Bond Fund, JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Bond Fund, and JPMorgan West Virginia Bond Fund as included in the JPMorgan Municipal Bond Funds’ Annual Report filed for the year ended February 29, 2008;

The Financial Statements of the JPMorgan Intermediate Tax Free Bond Fund as included in the JPMorgan Tax Free Funds’ Annual Report filed for the year ended February 28, 2009;

The Financial Statements of the JPMorgan Tax Aware Enhanced Income Fund and JPMorgan Tax Aware Short-Intermediate Income Fund as included in the JPMorgan Tax Aware Funds’ Annual Report filed for the year ended October 31, 2008;

The Financial Statements of the JPMorgan Bond Fund, JPMorgan Core Plus Bond Fund, JPMorgan Short Term Bond Fund, JPMorgan Short Duration Bond Fund, JPMorgan Intermediate Bond Fund, and JPMorgan Core Bond Fund as included in the JPMorgan Income Funds’ Semi-Annual Report filed for the period ended August 31, 2008;

The Financial Statements of the JPMorgan Short Term Municipal Bond Fund, JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Bond Fund, and JPMorgan West Virginia Bond Fund as included in the JPMorgan Municipal Bond Funds’ Semi-Annual Report filed for the period ended August 31, 2008; and

10.

The Financial Statements of the JPMorgan Intermediate Tax Free Bond Fund as included in the JPMorgan Tax Free Funds’ Semi-Annual Report filed for the period ended August 31, 2008.

Shown below are the financial statements for each Acquired Fund and Acquiring Fund (the “Funds”) except for the following Reorganizations for which pro forma financial statements are not required to be shown:

•

JPMorgan Short Term Bond Fund and the JPMorgan Short Duration Bond Fund and

•

JPMorgan Kentucky Municipal Bond Fund, JPMorgan Louisiana Municipal Bond Fund, JPMorgan West Virginia Municipal Bond Fund and JPMorgan Intermediate Tax Free Bond Fund,

as of the dates indicated and pro forma financial statements for the combined Funds (each, a “Combined Fund”), assuming the reorganization of the applicable Acquired Fund into the Acquiring Fund had been consummated on September 1, 2007. The first table presents Portfolio of Investments for each Fund and pro forma figures for the Combined Fund. The second table presents Statements of Assets and Liabilities for each Fund and estimated pro forma figures for the Combined Fund. The third table presents Statements of Operations for each Fund and estimated pro forma figures for the Combined Fund. These tables are followed by the Notes to the Pro Forma Financial Statements.

JPMorgan Bond Fund/JPMorgan Core Plus Fund
Combined Schedule of Portfolio Investments
As of August 31, 2008 (Unaudited)

(Amounts in U.S. Dollars, unless otherwise noted)
(Amounts in thousands, except number of contracts)


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

								Long-Term Investments — 107.7%
								Asset-Backed Securities — 3.4%
	2,240							Accredited Mortgage Loan Trust, Series 2006-1,		2,240
			1,898					Class A3, VAR, 2.65%, 04/25/36 (m)				1,898
	84							American Express Credit Account Master Trust,		84
			82					Series 2004-C, Class C, VAR, 2.97%, 02/15/12 (e) (m)				82
					959			Ameriquest Mortgage Securities, Inc., Series		959
							912	2003-13, Class AF6, SUB, 5.09%, 01/25/34				912
	650		635					Bank of America Credit Card Trust, Series 2006-		650
								C4, Class C4, VAR, 2.70%, 11/15/11 (m)				635
					129			BankBoston Home Equity Loan Trust, Series		129
							114	1998-1, Class A6, 6.35%, 02/25/13				114
								Bear Stearns Asset Backed Securities Trust,
					1,344		1,105	Series 2003-SD2, Class 2A, VAR, 5.68%, 06/25/43		1,344		1,105
					2,031		1,434	Series 2006-SD1, Class A, VAR, 2.84%, 04/25/36 (i)		2,031		1,434
								Capital One Auto Finance Trust,
					615		608	Series 2007-C, Class A2B, VAR, 2.89%, 05/17/10		615		608
					1,500		1,413	Series 2007-C, Class A3A, 5.13%, 04/16/12		1,500		1,413
								Capital One Prime Auto Receivables Trust,
	491		489					Series 2005-1, Class A4, VAR, 2.49%, 04/15/11 (m)		491		489
					880		884	Series 2006-2, Class A3, 4.98%, 09/15/10		880		884
	775		778					Series 2007-1, Class A2, 5.43%, 02/15/10 (m)		775		778
								Citibank Credit Card Issuance Trust,
	1,010		965					Series 2006-C4, Class C4, VAR, 2.68%, 01/09/12 (m)		1,010		965
					1,372		1,281	Series 2007-A3, Class A3, 6.15%, 06/15/39		1,372		1,281
	2,085							Citigroup Mortgage Loan Trust, Inc.,		2,085
			1,517					Series 2007-12, Class 2A1, 6.50%, 10/25/36 (e) (m)				1,517
								CNH Equipment Trust,
	17		17					Series 2005-B, Class A3, 4.27%, 01/15/10 (m)		17		17
					570		566	Series 2008-B, Class A3A, 4.78%, 07/16/12		570		566
					901			Community Program Loan Trust, Series 1987-A,		901
							891	Class A4, 4.50%, 10/01/18				891
								Countrywide Asset-Backed Certificates,
	1,397		1,177					Series 2003-5, Class MF1, VAR, 5.41%, 01/25/34 (m)		1,397		1,177
	8		7					Series 2004-1, Class 3A, VAR, 2.75%, 04/25/34 (m)		8		7
	590		448					Series 2004-1, Class M1, VAR, 2.97%, 03/25/34 (m)		590		448
	480		407					Series 2004-1, Class M2, VAR, 3.02%, 03/25/34 (m)		480		407
					1,874		1,493	Series 2004-6, Class M1, VAR, 3.07%, 10/25/34 (i)		1,874		1,493
					230		61	Series 2004-13, Class MV8, VAR, 4.17%, 01/25/35 (i)		230		61
	161		159					Series 2005-3, Class AF3, VAR, 4.82%, 08/25/35 (m)		161		159
	420		361					Series 2005-11, Class AF3, VAR, 4.78%, 02/25/36 (m)		420		361
								Countrywide Home Equity Loan Trust,
	112		79					Series 2004-1, Class A, VAR, 2.76%, 02/15/34 (m)		112		79
	133		96					Series 2004-K, Class 2A, VAR, 2.77%, 02/15/34 (m)		133		96
					872			Credit-Based Asset Servicing and Securitization		872
							819	LLC, Series 2006-CB1, Class AF2, SUB, 5.24%, 01/25/36				819
					138			CS First Boston Mortgage Securities Corp.,		138
							130	Series 2002-HE4, Class AF, 5.51%, 08/25/32 (i)				130
					635			Discover Card Master Trust, Series 2008-A4,		635
							621	Class A4, 5.65%, 12/15/15				621
	991							Ford Credit Auto Owner Trust, Series 2007-A,		991
			997					Class A2A, 5.42%, 04/15/10 (m)				997
	25							GE Equipment Small Ticket LLC, Series 2005-1A,		25
			25					Class A3, 4.38%, 07/22/09 (e) (m)				25
								GSAMP Trust,
	7		5					Series 2004-OPT, Class A1, VAR, 2.81%, 11/25/34 (m)		7		5
	366		348					Series 2005-WMC2, Class A2B, VAR, 2.73%, 11/25/35 (m)		366		348
	5,112							Helios Finance LP, (Cayman Islands),		5,112
			2,812					Series 2007-S1, Class B1, VAR, 3.17%, 10/20/14 (e) (f) (i)				2,812
	2,240							HSI Asset Securitization Corp. Trust, Series		2,240
			1,708					2006-OPT2, Class 2A3, VAR, 2.66%, 01/25/36 (m)				1,708
								K2 (USA) LLC,
	2,500							VAR, 5.62%, 02/15/10 (f) (i) (s) (v)		2,500
	8,000							Series 2, VAR, 5.61%, 02/15/11 (f) (i) (s) (v)		8,000
	9,000							Series 2007-2D, VAR, 5.81%, 02/15/10 (f) (i) (s) (v)		9,000
	8,500							Series 2007-2I, VAR, 5.81%, 02/15/10 (f) (i) (s) (v)		8,500
	9,000							Series 2007-2J, VAR, 5.81%, 02/15/11 (f) (i) (s) (v)		9,000
	456		296					Lehman XS Trust, Series 2005-7N, Class 1A1A,		456
								VAR, 2.74%, 12/25/35 (m)				296
	3,100							Links Finance LLC, VAR, 3.05%, 09/15/08 (e) (f) (i) (s)		3,100
								Long Beach Mortgage Loan Trust,
	910		693					Series 2004-1, Class M1, VAR, 2.97%, 02/25/34 (m)		910		693
	610		456					Series 2004-1, Class M2, VAR, 3.02%, 02/25/34 (m)		610		456
					68		2	Series 2004-2, Class B, VAR, 5.97%, 06/25/34 (e) (i)		68		2
	670		511					Series 2004-3, Class M1, VAR, 3.04%, 07/25/34 (m)		670		511

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

					76		11	Series 2004-5, Class M6, VAR, 4.97%, 09/25/34		76		11
								MASTR Asset Backed Securities Trust,
	696		687					Series 2006-AB1, Class A1, VAR, 2.61%, 02/25/36 (m)		696		687
	2,240		1,952					Series 2006-NC1, Class A3, VAR, 2.66%, 01/25/36 (m)		2,240		1,952
					1,000			MBNA Credit Card Master Note Trust, Series		1,000
							975	2003-C1, Class C1, VAR, 4.17%, 06/15/12				975
					2,060			Morgan Stanley ABS Capital I, Series 2003-SD1,		2,060
							1,510	Class M1, VAR, 3.97%, 03/25/33 (i)				1,510
	1,790							Nationstar Home Equity Loan Trust, Series		1,790
			1,416					2007-C, Class 2AV2, VAR, 2.60%, 06/25/37 (m)				1,416
								New Century Home Equity Loan Trust,
					1,000		816	Series 2003-5, Class AI6, SUB, 5.50%, 11/25/33		1,000		816
	610		437					Series 2005-1, Class M1, VAR, 2.92%, 03/25/35 (m)		610		437
	1,200							Newcastle Mortgage Securities Trust, Series		1,200
			1,188					2006-1, Class A2, VAR, 2.59%, 03/25/36 (m)				1,188
								Option One Mortgage Loan Trust,
	209		171					Series 2003-1, Class A2, VAR, 3.31%, 02/25/33 (m)		209		171
	140		123					Series 2003-5, Class A2, VAR, 2.79%, 08/25/33 (m)		140		123
	849							Peco Energy Transition Trust, Series 2000-A,		849
			866					Class A3, 7.63%, 03/01/10 (m)				866
	1,190							PSE&G Transition Funding LLC, Series 2001-1,		1,190
			1,265					Class A6, 6.61%, 06/15/15 (m)				1,265
	677							Residential Asset Mortgage Products, Inc.,		677
			600					Series 2006-RS1, Class AI2, VAR, 2.70%, 01/25/36 (m)				600
								Residential Asset Securities Corp.,
	112		98					Series 2002-KS4, Class AIIB, VAR, 2.97%, 07/25/32 (m)		112		98
	160		114					Series 2003-KS5, Class AIIB, VAR, 3.05%, 07/25/33 (m)		160		114
	71							Specialty Underwriting & Residential Finance,		71
			70					Series 2005-BC3, Class A2B, VAR, 2.72%, 06/25/36 (m)				70
					1,500		1,455	Unipac IX LLC, 13.00%, 04/11/13 (f) (i)		1,500		1,455
								Wachovia Asset Securitization, Inc.,
	242		184					Series 2002-HE2, Class A, VAR, 2.90%, 12/25/32 (m)		242		184
	150		119					Series 2003-HE3, Class A, VAR, 2.72%, 11/25/33 (m)		150		119
					373			Wachovia Auto Owner Trust, Series 2006-A,		373
							375	Class A3, 5.35%, 02/22/11				375

			26,256				17,476	Total Asset Backed Securities (Cost $72,429, $19,248, and $91,677, respectively)				43,732

								Collateralized Mortgage Obligations — 29.9%
								Agency CMO — 17.2%
					1,411			Federal Home Loan Bank System,		1,411
							1,436	Series 2000-0606, Class Y, 5.27%, 12/28/12				1,436
								Federal Home Loan Mortgage Corp. —
								Government National Mortgage Association,
					332		348	Series 23, Class KZ, 6.50%, 11/25/23		332		348
					2,226		2,284	Series 24, Class J, 6.25%, 11/25/23		2,226		2,284
					393		432	Series 31, Class Z, 8.00%, 04/25/24		393		432
								Federal Home Loan Mortgage Corp. REMICS,
					66		70	Series 11, Class D, 9.50%, 07/15/19		66		70
					31		33	Series 38, Class D, 9.50%, 05/15/20		31		33
					15		17	Series 81, Class A, 8.13%, 11/15/20		15		17
					38		41	Series 84, Class F, 9.20%, 10/15/20		38		41
					22		23	Series 109, Class I, 9.10%, 01/15/21		22		23
					7		8	Series 198, Class Z, 8.50%, 09/15/22		7		8
					221		220	Series 201, Class Z, 8.00%, 02/15/23		221		220
					71		71	Series 1254, Class N, 8.00%, 04/15/22		71		71
					269		282	Series 1316, Class Z, 8.00%, 06/15/22		269		282
					83		83	Series 1343, Class LB, 7.50%, 08/15/22		83		83
					166		167	Series 1456, Class Z, 7.50%, 01/15/23		166		167
					1,000		1,053	Series 1543, Class VN, 7.00%, 07/15/23		1,000		1,053
					49		50	Series 1556, Class H, 6.50%, 08/15/13		49		50
					420		442	Series 1577, Class PV, 6.50%, 09/15/23		420		442
					159		166	Series 1595, Class D, 7.00%, 10/15/13		159		166
					95		98	Series 1611, Class JC, IF, 10.00%, 08/15/23		95		98
					2,424		2,531	Series 1628, Class LZ, 6.50%, 12/15/23		2,424		2,531
					76		76	Series 1630, Class PJ, 6.00%, 05/15/23		76		76
					1,000		1,022	Series 1630, Class PK, 6.00%, 11/15/23		1,000		1,022
					35		35	Series 1667, Class B, 6.00%, 01/15/09		35		35
					16		18	Series 1671, Class QC, IF, 10.00%, 02/15/24		16		18
					40		40	Series 1796, Class B, 6.50%, 12/15/08		40		40
					234		244	Series 2022, Class PE, 6.50%, 01/15/28		234		244
					1,757		1,809	Series 2033, Class K, 6.05%, 08/15/23		1,757		1,809
					1,588		1,669	Series 2036, Class PG, 6.50%, 01/15/28		1,588		1,669
					1,067		1,102	Series 2055, Class OE, 6.50%, 05/15/13		1,067		1,102
					218		50	Series 2089, Class PJ, IO, 7.00%, 10/15/28		218		50
					5,965		6,075	Series 2091, Class PG, 6.00%, 11/15/28		5,965		6,075
					181		182	Series 2123, Class PE, 6.00%, 12/15/27		181		182
					574		607	Series 2201, Class C, 8.00%, 11/15/29		574		607
					152		155	Series 2261, Class ZY, 7.50%, 10/15/30		152		155
					2,083		2,128	Series 2293, Class ZA, 6.00%, 03/15/31		2,083		2,128
					330		342	Series 2297, Class NB, 6.00%, 03/15/16		330		342
					337		344	Series 2310, Class Z, 6.00%, 04/15/31		337		344

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

					124		129	Series 2313, Class LA, 6.50%, 05/15/31		124		129
					1,019		789	Series 2325, Class JO, PO, 06/15/31		1,019		789
					2,920		3,058	Series 2330, Class PE, 6.50%, 06/15/31		2,920		3,058
					1,056		1,096	Series 2344, Class QG, 6.00%, 08/15/16		1,056		1,096
					1,140		1,195	Series 2345, Class PQ, 6.50%, 08/15/16		1,140		1,195
					948		983	Series 2368, Class TG, 6.00%, 10/15/16		948		983
					1,884		1,954	Series 2394, Class MC, 6.00%, 12/15/16		1,884		1,954
					710		738	Series 2399, Class PG, 6.00%, 01/15/17		710		738
					300		303	Series 2410, Class QB, 6.25%, 02/15/32		300		303
					1,000		1,040	Series 2430, Class WF, 6.50%, 03/15/32		1,000		1,040
					1,738		1,809	Series 2466, Class DH, 6.50%, 06/15/32		1,738		1,809
	108		109					Series 2508, Class PE, 5.50%, 05/15/28 (m)		108		109
					2,000		1,968	Series 2543, Class YX, 6.00%, 12/15/32		2,000		1,968
					641		645	Series 2557, Class WJ, 5.00%, 07/15/14		641		645
					584		506	Series 2564, Class BM, 4.50%, 02/15/33		584		506
					327		308	Series 2602, Class BX, 3.50%, 12/15/22		327		308
					1,515		1,435	Series 2613, Class H, 4.50%, 05/15/18		1,515		1,435
					2,000		1,919	Series 2617, Class GR, 4.50%, 05/15/18		2,000		1,919
					1,277		1,177	Series 2630, Class KX, 4.05%, 06/15/18		1,277		1,177
					6,306		6,055	Series 2636, Class Z, 4.50%, 06/15/18		6,306		6,055
					7,782		745	Series 2641, Class SK, IF, IO, 4.68%, 01/15/18		7,782		745
					920		950	Series 2656, Class AC, 6.00%, 08/15/33		920		950
					1,375		1,313	Series 2656, Class PE, 4.50%, 07/15/18		1,375		1,313
					2,323		2,231	Series 2658, Class A, 4.50%, 08/15/18		2,323		2,231
					1,048		996	Series 2668, Class SB, IF, 5.01%, 10/15/15		1,048		996
					2,682		2,711	Series 2686, Class GB, 5.00%, 05/15/20		2,682		2,711
					602		611	Series 2686, Class SO, IF, 9.27%, 07/15/26		602		611
	4,231		333					Series 2701, Class ST, IF, IO, 4.53%, 08/15/21 (m)		4,231		333
					5,000		4,677	Series 2708, Class N, 4.00%, 11/15/18		5,000		4,677
					2,000		1,853	Series 2716, Class UN, 4.50%, 12/15/23		2,000		1,853
					574		588	Series 2717, Class BA, 6.00%, 11/15/30		574		588
	345		2					Series 2751, Class AI, IO, 5.00%, 04/15/22 (m)		345		2
					472		463	Series 2755, Class SA, IF, 9.27%, 05/15/30		472		463
					1,712		1,681	Series 2756, Class NA, 5.00%, 02/15/24		1,712		1,681
					942		866	Series 2761, Class SM, IF, 9.27%, 01/15/33		942		866
					3,000		3,038	Series 2762, Class LD, 5.00%, 10/15/27		3,000		3,038
					2,000		1,914	Series 2764, Class OE, 4.50%, 03/15/19		2,000		1,914
					2,000		2,025	Series 2764, Class UC, 5.00%, 05/15/27		2,000		2,025
	677		11					Series 2772, Class GI, IO, 5.00%, 11/15/22 (m)		677		11
					1,121		748	Series 2776, Class SK, IF, 5.38%, 04/15/34		1,121		748
	2,566		235					Series 2779, Class SM, IF, IO, 4.68%, 10/15/18 (m)		2,566		235
	503		8					Series 2781, Class PI, IO, 5.00%, 10/15/23 (m)		503		8
					302		152	Series 2811, Class PO, PO, 06/15/34		302		152
					451		470	Series 2827, Class SQ, IF, 7.50%, 01/15/19		451		470
	5,596		294					Series 2861, Class GS, IF, IO, 4.73%, 01/15/21 (m)		5,596		294
					6,404		669	Series 2864, Class NS, IF, IO, 4.63%, 09/15/34		6,404		669
					4,430		553	Series 2888, Class IN, IO, 5.00%, 10/15/18		4,430		553
	1,969		61					Series 2891, Class LI, IO, 5.00%, 06/15/24 (m)		1,969		61
					556		473	Series 2915, Class SY, IF, 10.08%, 01/15/35		556		473
	1,845		1,868					Series 2931, Class GA, 5.00%, 11/15/28 (m)		1,845		1,868
					2,582		229	Series 2942, Class ES, IF, IO, 4.18%, 03/15/35		2,582		229
					546		555	Series 2958, Class KB, 5.50%, 04/15/35		546		555
	1,492		89					Series 2971, Class PI, IO, 5.50%, 03/15/26 (m)		1,492		89
	245		253					Series 2980, Class QB, 6.50%, 05/15/35 (m)		245		253
					6,882		442	Series 2994, Class SC, IF, IO, 3.13%, 02/15/33		6,882		442
					1,280		1,299	Series 3005, Class PV, IF, 8.85%, 10/15/33		1,280		1,299
					7,355		654	Series 3006, Class XD, IF, IO, 4.13%, 07/15/35		7,355		654
					685		567	Series 3031, Class BN, IF, 12.07%, 08/15/35		685		567
					982		891	Series 3059, Class B, 5.00%, 02/15/35		982		891
					1,000		998	Series 3064, Class OG, 5.50%, 06/15/34		1,000		998
					7,137		698	Series 3089, Class SI, IF, IO, 4.68%, 11/15/30		7,137		698
					1,549		1,195	Series 3117, Class EO, PO, 02/15/36		1,549		1,195
					2,911		2,129	Series 3134, Class PO, PO, 03/15/36		2,911		2,129
					845		619	Series 3138, Class PO, PO, 04/15/36		845		619
	2,837		207					Series 3149, Class IU, IO, 6.00%, 09/15/25 (m)		2,837		207
					1,683		1,251	Series 3152, Class MO, PO, 03/15/36		1,683		1,251
	6,442		857					Series 3174, Class SA, IF, IO, 5.23%, 04/15/36 (m)		6,442		857
					920		940	Series 3205, Class PA, 6.00%, 04/15/27		920		940
					11,892		921	Series 3305, Class IW, IF, IO, 3.98%, 04/15/37		11,892		921
					942		703	Series 3331, Class PO, PO, 06/15/37		942		703
					264		154	Series 3436, Class GO, PO, 05/15/37		264		154
					386			Federal Home Loan Mortgage Corp. Structured		386
								Pass-Through Securities, Series T-54, Class
							396	2A, 6.50%, 02/25/43				396
					1,236			Federal National Mortgage Association Interest		1,236
							324	STRIPS, Series 266, Class 2, IO, 7.50%, 08/01/24				324
								Federal National Mortgage Association REMICS,
					24		27	Series 1988-13, Class C, 9.30%, 05/25/18		24		27
					245		272	Series 1989-72, Class E, 9.35%, 10/25/19		245		272
					8		9	Series 1989-98, Class H, 11.50%, 12/25/19		8		9
					14		16	Series 1990-1, Class D, 8.80%, 01/25/20		14		16
					21		23	Series 1990-110, Class H, 8.75%, 09/25/20		21		23

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund			JPMorgan Core Plus Bond Fund			SECURITY DESCRIPTION	Combined Pro Forma			Combined Pro Forma

Principal Amount		Value		Principal Amount			Value				Principal Amount			Value

					13			15		Series 1990-117, Class E, 8.95%, 10/25/20		13			15
					127			138		Series 1991-141, Class PZ, 8.00%, 10/25/21		127			138
					66			71		Series 1992-31, Class M, 7.75%, 03/25/22		66			71
					74			82		Series 1992-79, Class Z, 9.00%, 06/25/22		74			82
					66			67		Series 1992-101, Class J, 7.50%, 06/25/22		66			67
					731			787		Series 1992-188, Class PZ, 7.50%, 10/25/22		731			787
					58			63		Series 1993-23, Class PZ, 7.50%, 03/25/23		58			63
					483			509		Series 1993-56, Class PZ, 7.00%, 05/25/23		483			509
					293			309		Series 1993-60, Class Z, 7.00%, 05/25/23		293			309
					568			599		Series 1993-79, Class PL, 7.00%, 06/25/23		568			599
					896			948		Series 1993-141, Class Z, 7.00%, 08/25/23		896			948
					465			490		Series 1993-149, Class M, 7.00%, 08/25/23		465			490
					196			197		Series 1993-160, Class AJ, 6.50%, 04/25/23		196			197
					1,888			1,982		Series 1993-160, Class ZA, 6.50%, 09/25/23		1,888			1,982
					155			153		Series 1993-165, Class SA, IF, 13.39%, 09/25/23		155			153
					7			7		Series 1993-175, Class PG, 6.50%, 09/25/08		7			7
					17			12		Series 1993-205, Class H, PO, 09/25/23		17			12
					120			129		Series 1993-255, Class E, 7.10%, 12/25/23		120			129
					353			306		Series 1993-257, Class C, PO, 06/25/23		353			306
					646			668		Series 1994-1, Class L, 6.50%, 01/25/14		646			668
					4,525			4,627		Series 1994-23, Class PX, 6.00%, 08/25/23		4,525			4,627
					73			73		Series 1994-28, Class K, 6.50%, 08/25/23		73			73
					6			6		Series 1994-32, Class Z, 6.50%, 03/25/09		6			6
					223			181		Series 1994-65, Class PK, PO, 04/25/24		223			181
					373			408		Series 1995-4, Class Z, 7.50%, 10/25/22		373			408
					—	(h)		—	(h)	Series 1995-19, Class K, 6.50%, 09/25/08		—	(h)		—	(h)
					649			686		Series 1995-19, Class Z, 6.50%, 11/25/23		649			686
					192			198		Series 1996-59, Class K, 6.50%, 07/25/23		192			198
					239			251		Series 1997-11, Class E, 7.00%, 03/18/27		239			251
					90			94		Series 1997-27, Class J, 7.50%, 04/18/27		90			94
					2,276			227		Series 1997-37, Class SM, IF, IO, 5.50%, 12/25/22		2,276			227
					500			555		Series 1997-42, Class EG, 8.00%, 07/18/27		500			555
					1,602			1,674		Series 1997-63, Class ZA, 6.50%, 09/18/27		1,602			1,674
					2,337			2,546		Series 1999-47, Class JZ, 8.00%, 09/18/29		2,337			2,546
					641			685		Series 2000-8, Class Z, 7.50%, 02/20/30		641			685
					1,243			1,321		Series 2001-4, Class PC, 7.00%, 03/25/21		1,243			1,321
					708			728		Series 2001-5, Class OW, 6.00%, 03/25/16		708			728
					1,497			178		Series 2001-36, Class ST, IF, IO, 6.03%, 11/25/30		1,497			178
					1,000			1,018		Series 2002-11, Class QG, 5.50%, 03/25/17		1,000			1,018
					5,000			5,111		Series 2002-18, Class PC, 5.50%, 04/25/17		5,000			5,111
					1,000			1,014		Series 2002-55, Class QE, 5.50%, 09/25/17		1,000			1,014
					332			334		Series 2002-61, Class PE, 5.50%, 05/25/16		332			334
					1,357			1,366		Series 2002-63, Class KC, 5.00%, 10/25/17		1,357			1,366
					501			502		Series 2002-73, Class AN, 5.00%, 11/25/17		501			502
					2,000			2,015		Series 2002-74, Class PD, 5.00%, 11/25/15		2,000			2,015
					2,500			2,525		Series 2003-8, Class QD, 5.00%, 09/25/16		2,500			2,525
					1,000			982		Series 2003-18, Class GT, 5.00%, 03/25/18		1,000			982
					2,000			1,915		Series 2003-47, Class PE, 5.75%, 06/25/33		2,000			1,915
					481			476		Series 2003-60, Class DA, 4.25%, 06/25/21		481			476
					727			660		Series 2003-64, Class KS, IF, 6.48%, 07/25/18		727			660
					2,178			2,061		Series 2003-73, Class GA, 3.50%, 05/25/31		2,178			2,061
					2,000			1,976		Series 2003-83, Class PG, 5.00%, 06/25/23		2,000			1,976
					106			100		Series 2003-91, Class SD, IF, 8.38%, 09/25/33		106			100
					2,000			1,918		Series 2003-106, Class WE, 4.50%, 11/25/22		2,000			1,918
					1,000			1,001		Series 2003-128, Class KE, 4.50%, 01/25/14		1,000			1,001
					9,247			8,645		Series 2003-128, Class NG, 4.00%, 01/25/19		9,247			8,645
					1,000			949		Series 2004-8, Class GD, 4.50%, 10/25/32		1,000			949
					190			166		Series 2004-29, Class WS, IF, 6.49%, 02/25/19		190			166
					1,000			923		Series 2004-21, Class AE, 4.00%, 04/25/19		1,000			923
					224			208		Series 2004-22, Class A, 4.00%, 04/25/19		224			208
					1,000			1,006		Series 2004-53, Class NC, 5.50%, 07/25/24		1,000			1,006
	1,656		143							Series 2004-87, Class JI, IO, 5.00%, 11/25/30 (m)		1,656			143
					1,000			994		Series 2004-101, Class PD, 5.00%, 06/25/30		1,000			994
					2,080			2,102		Series 2005-48, Class OM, 5.00%, 03/25/30		2,080			2,102
					2,275			2,289		Series 2005-59, Class PC, 5.50%, 03/25/31		2,275			2,289
					6,800			6,515		Series 2005-68, Class BC, 5.25%, 06/25/35		6,800			6,515
					3,821			3,859		Series 2005-68, Class JK, 5.25%, 05/25/35		3,821			3,859
					2,309			2,356		Series 2005-84, Class XM, 5.75%, 10/25/35		2,309			2,356
					5,000			5,092		Series 2005-110, Class GJ, 5.50%, 11/25/30		5,000			5,092
					1,000			1,029		Series 2005-116, Class PB, 6.00%, 04/25/34		1,000			1,029
					907			688		Series 2006-22, Class AO, PO, 04/25/36		907			688
					3,724			635		Series 2006-46, Class LI, IO, 6.00%, 02/25/34		3,724			635
					1,918			1,499		Series 2006-59, Class QO, PO, 01/25/33		1,918			1,499
					2,500			2,631		Series 2006-77, Class PC, 6.50%, 08/25/36		2,500			2,631
					1,905			1,395		Series 2006-110, Class PO, PO, 11/25/36		1,905			1,395
					8,977			577		Series 2007-22, Class SC, IF, IO, 3.61%, 03/25/37		8,977			577
	978		1,030							Series 2007-50, Class CS, HB, IF, 24.82%, 9/25/32 (m)		978			1,030
					1,842			493		Series 2007-68, Class IA, IO, 6.50%, 06/25/37		1,842			493
					1,600			1,553		Series 2007-79, Class PC, 5.00%, 01/25/32		1,600			1,553
					12,693			992		Series 2008-62, Class SM, IF, IO, 3.73%, 07/25/38		12,693			992
					54			57		Series G-29, Class O, 8.50%, 09/25/21		54			57
					283			290		Series G92-15, Class Z, 7.00%, 01/25/22		283			290

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund			JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value			Principal Amount		Value			Principal Amount			Value

						34		36	Series G92-30, Class Z, 7.00%, 06/25/22		34		36
						71		60	Series G92-62, Class B, PO, 10/25/22		71		60
	6,887								Federal National Mortgage Association, STRIPS,		6,887
			1,729						Series 378, Class 5, IO, 5.00%, 07/01/36 (m)				1,729
									Federal National Mortgage Association Whole Loan
	62		61						Series 2003-W3, Class 2A5, 5.36%, 06/25/42 (m)		62		61
	870		864						Series 2003-W6, Class 1A41, 5.40%, 10/25/42 (m)		870		864
						545		584	Series 2004-W2, Class 2A2, 7.00%, 02/25/44		545		584
									Government National Mortgage Association,
						274		308	Series 1997-7, Class ZA, 9.00%, 05/16/27		274		308
						319		335	Series 1997-8, Class PN, 7.50%, 05/16/27		319		335
						76		78	Series 1999-43, Class TA, IF, 9.35%, 11/16/29		76		78
						784		831	Series 1999-44, Class ZG, 8.00%, 12/20/29		784		831
						1,392		1,477	Series 2000-1, Class PK, 8.00%, 01/16/30		1,392		1,477
						463		502	Series 2000-9, Class Z, 8.00%, 06/20/30		463		502
						378		377	Series 2000-26, Class Z, 7.75%, 09/20/30		378		377
						2,762		2,903	Series 2002-4, Class TD, 7.00%, 01/20/32		2,762		2,903
						2,001		2,080	Series 2002-45, Class QE, 6.50%, 06/20/32		2,001		2,080
						112		115	Series 2002-47, Class HM, 6.00%, 07/16/32		112		115
						3,177		391	Series 2003-4, Class TI, IO, 5.50%, 05/16/31		3,177		391
						560		281	Series 2003-116, Class JO, PO, 12/20/33		560		281
	22		—	(h)					Series 2004-39, Class IM, IO, 5.50%, 01/20/27 (m)		22		—	(h)
	586		10						Series 2004-44, Class PK, IO, 5.50%, 10/20/27 (m)		586		10
						13,793		1,307	Series 2004-59, Class SG, IF, IO, 4.03%, 07/20/34		13,793		1,307
						14,045		1,165	Series 2004-68, Class SA, IF, IO, 4.33%, 05/20/31		14,045		1,165
						94		93	Series 2004-73, Class AE, IF, 9.77%, 08/17/34		94		93
						9,606		650	Series 2004-105, Class SN, IF, IO, 3.63%, 12/20/34		9,606		650
						942		250	Series 2005-56, Class IC, IO, 5.50%, 07/20/35		942		250
						947		698	Series 2007-17, Class JO, PO, 04/16/37		947		698
						651		382	Series 2008-34, Class OC, PO, 06/20/37		651		382
						1,282		1,295	Series 2008-43, Class NA, 5.50%, 11/20/37		1,282		1,295
									Vendee Mortgage Trust,
						1,583		1,677	Series 1996-2, Class 1Z, 6.75%, 06/15/26		1,583		1,677
						4,191		4,417	Series 1998-1, Class 2E, 7.00%, 03/15/28		4,191		4,417
						370		388	Series 1999-1, Class 2Z, 6.50%, 01/15/29		370		388

			8,164					214,466					222,630


									Non-Agency CMO — 12.7%
						394			ABN Amro Mortgage Corp., Series 2003-7, Class		394
								363	A3, 4.50%, 07/25/18				363
									Adjustable Rate Mortgage Trust,
	110		70						Series 2005-4, Class 7A2, VAR, 2.70%, 08/25/35 (m)		110		70
	525		305						Series 2005-5, Class 6A21, VAR, 2.70%, 09/25/35 (m)		525		305
	95		62						Series 2005-6A, Class 2A1, VAR, 2.78%, 11/25/35 (m)		95		62
	4,247								American Home Mortgage Assets, Series 2006-		4,247
			2,602						2, Class 2A1, VAR, 2.66%, 09/25/46 (m)				2,602
						4,943			American Home Mortgage Investment Trust,		4,943
								3,728	Series 2005-3, Class 2A4, VAR, 4.85%, 09/25/35				3,728
						1,490			AmeriCredit Automobile Receivables Trust,		1,490
								1,423	Series 2008-AF, Class A4, 6.96%, 10/14/14				1,423
									Banc of America Funding Corp.,
						1,500		1,248	Series 2005-5, Class 3A5, 5.50%, 08/25/35		1,500		1,248
						862		448	Series 2005-7, Class 30PO, PO, 11/25/35		862		448
						2,769		2,571	Series 2005-E, Class 4A1, VAR, 4.14%, 03/20/35		2,769		2,571
									Banc of America Mortgage Securities, Inc.,
						1,111		1,046	Series 2003-7, Class A2, 4.75%, 09/25/18		1,111		1,046
						1,070		842	Series 2004-2, Class 2A4, 5.50%, 03/25/34		1,070		842
						6,082		5,568	Series 2004-3, Class 2A1, 5.50%, 04/25/34		6,082		5,568
						1,000		916	Series 2004-7, Class 2A2, 5.75%, 08/25/34		1,000		916
						549		304	Series 2004-8, Class XPO, PO, 10/25/34		549		304
						122		81	Series 2004-11, Class 15PO, PO, 01/25/20		122		81
						393		255	Series 2005-1, Class 15PO, PO, 02/25/20		393		255
						504		432	Series 2005-1, Class 1A17, 5.50%, 02/25/35		504		432
						494		321	Series 2005-10, Class 15PO, PO, 11/25/20		494		321
						736		473	Series 2005-11, Class 15PO, PO, 12/25/20		736		473
						1,090		1,065	Bear Stearns Adjustable Rate Mortgage Trust,		1,090
									Series 2003-7, Class 3A, VAR, 4.96%, 10/25/33 (i)				1,065
						17			Bear Stearns Mortgage Securities, Inc., Series		17
								16	1997-6, Class 1A, VAR, 6.68%, 03/25/31				16
						2,198			Cendant Mortgage Corp., Series 2003-8, Class		2,198
								2,112	1A8, 5.25%, 10/25/33				2,112
						1,933			Citicorp Mortgage Securities, Inc., Series		1,933
								1,879	2004-1, Class 3A1, 4.75%, 01/25/34				1,879
						239			Citigroup Mortgage Loan Trust, Inc., Series		239
								167	2003-UST1, Class PO3, PO, 12/25/18				167
	12,252								CitiMortgage Alternative Loan Trust, Series		12,252
			9,762						2006-A6, Class 1A4, 6.00%, 11/25/36 (m)				9,762
									Countrywide Alternative Loan Trust,
						827		814	Series 2003-J3, Class 2A1, 6.25%, 12/25/33 (i)		827		814
						3,715		3,604	Series 2004-16CB, Class 2A2, 5.00%, 08/25/19		3,715		3,604
						500		441	Series 2004-18CB, Class 2A4, 5.70%, 09/25/34		500		441
						2,247		1,819	Series 2004-22CB, Class 1A1, 6.00%, 10/25/34		2,247		1,819

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount			Value

	1,738		1,321					Series 2004-28CB, Class 3A1, 6.00%, 01/25/35 (m)		1,738		1,321
					1,165		1,128	Series 2005-5R, Class A1, 5.25%, 12/25/18		1,165		1,128
					800		492	Series 2005-23CB, Class A2, 5.50%, 07/25/35		800		492
					5,000		3,853	Series 2005-54CB, Class 1A11, 5.50%, 11/25/35		5,000		3,853
					2,000		1,522	Series 2005-86CB, Class A11, 5.50%, 02/25/36		2,000		1,522
					61		57	Series 2005-J1, Class 4A1, 6.00%, 08/25/17		61		57
					556		475	Series 2005-J6, Class 2A1, 5.50%, 07/25/25		556		475
					100		64	Series 2005-J7, Class 1A9, 5.50%, 07/25/35		100		64
	3,670		2,311					Series 2006-OA1, Class 2A1, VAR, 2.68%, 03/20/46 (m)		3,670		2,311
								Countrywide Home Loan Mortgage Pass-Through Trust,
	2,981		2,804					Series 2002-22, Class A20, 6.25%, 10/25/32 (m)		2,981		2,804
					219		222	Series 2002-35, Class 2A10, 6.00%, 02/25/33		219		222
					257		255	Series 2002-39, Class A17, 5.00%, 02/25/33		257		255
					309		234	Series 2003-J7, Class 2A13, 5.00%, 08/25/33		309		234
					1,455		1,340	Series 2004-3, Class A25, 5.75%, 04/25/34		1,455		1,340
					135		134	Series 2005-13, Class A1, 5.50%, 06/25/35		135		134
					3,222		2,426	Series 2005-22, Class 2A1, VAR, 5.26%, 11/25/35		3,222		2,426
								CS First Boston Mortgage Securities Corp.,
	166		137					Series 2003-29, Class 7A1, 6.50%, 12/25/33 (m)		166		137
					4,969		334	Series 2004-4, Class 5A4, IF, IO, 5.08%, 08/25/34		4,969		334
	642		641					Series 2004-5, Class 1A8, 6.00%, 09/25/34 (m)		642		641
					1,000		899	Series 2005-1, Class 1A16, 5.50%, 02/25/35		1,000		899
					881		656	Series 2005-10, Class 6A13, 5.50%, 11/25/35		881		656
					500		374	Series 2005-10, Class 10A4, 6.00%, 11/25/35		500		374
								Deutsche ALT-A Securities, Inc. Alternate Loan Trust
	2,690		2,227					Series 2006-AR1, Class 1A2, VAR, 2.68%, 02/25/36 (m)		2,690		2,227
					260		136	Series 2005-3, Class 4APO, PO, 06/25/35		260		136
					960			First Horizon Alternative Mortgage Securities,		960
							857	Series 2004-AA3, Class A1, VAR, 5.31%, 09/25/34				857
					1,042			First Horizon Asset Securities, Inc., Series		1,042
							988	2004-AR7, Class 2A1, VAR, 4.91%, 02/25/35				988
	1,058							Granite Master Issuer plc, (United Kingdom),		1,058
			984					Series 2006-2, Class A4, VAR, 2.83%, 12/20/54 (m)				984
	5,171							Greenpoint Mortgage Funding Trust, Series		5,171
			3,201					2006-OH1, Class A1, VAR, 2.65%, 01/25/37 (m)				3,201
								GSR Mortgage Loan Trust,
					1,200		1,079	Series 2004-6F, Class 3A4, 6.50%, 05/25/34		1,200		1,079
					1,000		720	Series 2007-2F, Class 2A7, 5.75%, 02/25/37		1,000		720
								Harborview Mortgage Loan Trust,
	1,501		909					Series 2005-3, Class 2A1A, VAR, 2.71%, 06/19/35 (m)		1,501		909
	2,149		1,399					Series 2005-13, Class 2A11, VAR, 2.75%, 02/19/36 (m)		2,149		1,399
	956		594					Series 2006-8, Class 2A1A, VAR, 2.66%, 08/21/36 (m)		956		594
					1,373			Impac CMB Trust, Series 2004-10, Class 3A2,		1,373
							875	VAR, 2.87%, 03/25/35				875
					45			Impac Secured Assets CMN Owner Trust, Series		45
							35	2003-2, Class A1, 5.50%, 08/25/33				35
								Indymac Index Mortgage Loan Trust,
	271		145					Series 2004-AR7, Class A1, VAR, 2.91%, 09/25/34 (m)		271		145
	9,615		6,257					Series 2006-AR2, Class 4A1, VAR, 5.93%, 09/25/36 (m)		9,615		6,257
					1,830			JP Morgan Mortgage Trust, Series 2004-S2,		1,830
							1,390	Class 4A5, 6.00%, 11/25/34				1,390
	5,538							Lehman Mortgage Trust, Series 2007-8,		5,538
			4,467					Class 2A1, 6.50%, 09/25/37 (m)				4,467
					839			MASTR Adjustable Rate Mortgages Trust, Series		839
							779	2004-13, Class 2A1, VAR, 3.89%, 04/21/34				779
								MASTR Alternative Loans Trust,
					441		378	Series 2003-8, Class 3A1, 5.50%, 12/25/33		441		378
					89		69	Series 2004-6, Class 6A1, 6.50%, 07/25/34		89		69
					119		92	Series 2004-7, Class 3A1, 6.50%, 08/25/34		119		92
					291		169	Series 2004-7, Class 30PO, PO, 08/25/34		291		169
					1,529		1,458	Series 2004-8, Class 6A1, 5.50%, 09/25/19		1,529		1,458
					3,255		2,927	Series 2004-10, Class 1A1, 4.50%, 09/25/19		3,255		2,927
					672		617	Series 2004-11, Class 8A3, 5.50%, 11/25/19		672		617
					123		112	Series 2005-1, Class 5A1, 5.50%, 01/25/20		123		112
								MASTR Asset Securitization Trust,
					948		946	Series 2003-4, Class 2A2, 5.00%, 05/25/18		948		946
					241		219	Series 2003-6, Class 8A1, 5.50%, 07/25/33		241		219
					1,210		1,098	Series 2003-10, Class 3A1, 5.50%, 11/25/33		1,210		1,098
					1,020		938	Series 2003-11, Class 3A1, 4.50%, 12/25/18		1,020		938
					309		205	Series 2004-6, Class 15PO, PO, 05/25/19		309		205
					606		406	Series 2004-8, Class PO, PO, 08/25/19		606		406
					780		717	Series 2004-10, Class 1A1, 4.50%, 10/25/19		780		717
					734			MASTR Resecuritization Trust, Series 2005-PO,		734
							486	Class 3PO, PO, 05/28/35 (e)				486
					3,473			Merrill Lynch Mortgage Investors, Inc.,		3,473
							2,407	Series 2005-A6, Class 2A2, VAR, 2.75%, 08/25/35 (i)				2,407
					672			MortgageIT Trust, Series 2005-1, Class 1A1,		672
							567	VAR, 2.79%, 02/25/35				567
								Nomura Asset Acceptance Corp.,
					513		520	Series 2004-R2, Class A1, VAR, 6.50%, 10/25/34 (e)		513		520
					1,939		1,249	Series 2005-AR1, Class 1A1, VAR, 5.08%, 02/25/35 (i)		1,939		1,249

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund			JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma			Combined Pro Forma

Principal Amount		Value		Principal Amount			Value			Principal Amount			Value

									Paine Webber CMO Trust,
					21			22	Series H, Class 4, 8.75%, 04/01/18		21			22
					— (h	)		1	Series J, Class 3, 8.80%, 05/01/18		— (h	)		1
					19			20	Series L, Class 4, 8.95%, 07/01/18		19			20
									RESI Finance LP, (Cayman Islands),
	2,805		1,964						Series 2003-C, Class B3, VAR, 3.86%, 09/10/35 (e) (m)		2,805			1,964
	535		353						Series 2003-C, Class B4, VAR, 4.06%, 09/10/35 (e) (m)		535			353
	591		416						Series 2003-D, Class B3, VAR, 3.76%, 12/10/35 (e) (m)		591			416
	856		567						Series 2003-D, Class B4, VAR, 3.96%, 12/10/35 (e) (m)		856			567
	1,018		584						Series 2005-A, Class B3, VAR, 3.04%, 03/10/37 (e) (m)		1,018			584
	346		188						Series 2005-A, Class B4, VAR, 3.14%, 03/10/37 (e) (m)		346			188
									Residential Accredit Loans, Inc.,
					1,868			1,721	Series 2003-QS14, Class A1, 5.00%, 07/25/18		1,868			1,721
					1,550			1,462	Series 2004-QS8, Class A2, 5.00%, 06/25/34		1,550			1,462
					1,003			729	Series 2005-QA7, Class A21, VAR, 4.82%, 07/25/35		1,003			729
					4,000			2,440	Series 2005-QS5, Class A4, 5.75%, 04/25/35		4,000			2,440
	2,543		1,640						Series 2006-QS11, Class 1A1, 6.50%, 08/25/36 (m)		2,543			1,640
					500				Residential Asset Securitization Trust, Series		500
								361	2006-A6, Class 2A13, 6.00%, 07/25/36					361
									Residential Funding Mortgage Securities I,
					1,204			1,077	Series 2003-S07, Class A17, 4.00%, 05/25/33		1,204			1,077
					2,023			1,945	Series 2004-S04, Class 2A7, 4.50%, 04/25/19		2,023			1,945
					834			776	Series 2005-SA4, Class 1A1, VAR, 5.02%, 09/25/35		834			776
					3,520			2,184	Series 2006-S01, Class 1A8, 5.75%, 01/25/36		3,520			2,184
					774				Residential Funding Securities LLC, Series		774
								760	2003-RM2, Class AII, 5.00%, 05/25/18					760
	174								SACO I, Inc., (Bear Stearns), Series 1997-2,		174
			175						Class 1A5, 7.00%, 08/25/36 (e) (i)					175
					966				Structured Adjustable Rate Mortgage Loan		966
								735	Trust, Series 2004-14, Class 1A, VAR, 6.05%, 10/25/34					735
	423								Structured Asset Mortgage Investments, Inc.,		423
			285						Series 2005-AR2, Class 2A1, VAR, 2.70%, 05/25/45 (m)					285
									Structured Asset Securities Corp.,
					668			645	Series 2003-21, Class 1A3, 5.50%, 07/25/33		668			645
					1,291			1,109	Series 2003-31A, Class B1, VAR, 4.85%, 10/25/33 (i)		1,291			1,109
									WaMu Mortgage Pass-Through Certificates,
					1,429			1,418	Series 2002-S4, Class A4, 6.50%, 10/19/29		1,429			1,418
					1,084			1,039	Series 2002-S8, Class 2A7, 5.25%, 01/25/18		1,084			1,039
					515			479	Series 2004-AR3, Class A1, VAR, 3.92%, 06/25/34		515			479
					1,168			1,059	Series 2004-AR3, Class A2, VAR, 4.24%, 06/25/34		1,168			1,059
	284		175						Series 2005-AR02, Class 2A21, VAR, 2.80%, 01/25/45 (m)		284			175
	444		301						Series 2005-AR09, Class A1A, VAR, 2.79%, 07/25/45 (m)		444			301
	486		309						Series 2005-AR15, Class A1A1, VAR, 2.73%, 11/25/45 (m)		486			309
	289		180						Series 2005-AR17, Class A1A1, VAR, 2.74%, 12/25/45 (m)		289			180
									Washington Mutual Alternative Mortgage
									Pass-Through Certificates,
					1,900			1,453	Series 2005-4, Class CB7, 5.50%, 06/25/35		1,900			1,453
	892		551						Series 2006-AR6, Class 1A, VAR, 2.66%, 07/25/46 (m)		892			551
									Wells Fargo Mortgage Backed Securities Trust,
	628		625						Series 2003-2, Class A6, 5.25%, 02/25/18 (m)		628			625
					705			665	Series 2003-8, Class A9, 4.50%, 08/25/18		705			665
					388			356	Series 2003-10, Class A1, 4.50%, 09/25/18		388			356
					500			487	Series 2003-11, Class 1A4, 4.75%, 10/25/18		500			487
					406			126	Series 2003-17, Class 2A9, PO, 01/25/34		406			126
					1,003			908	Series 2003-18, Class A1, 5.50%, 12/25/33		1,003			908
	7,983		7,465						Series 2003-M, Class A1, VAR, 4.71%, 12/25/33 (m)		7,983			7,465
					320			208	Series 2004-DD, Class 2A8, VAR, 4.49%, 01/25/35		320			208
					1,469			1,367	Series 2004-EE, Class 3A1, VAR, 4.09%, 12/25/34		1,469			1,367
					1,021			952	Series 2004-P, Class 2A1, VAR, 4.24%, 09/25/34		1,021			952
					263			244	Series 2004-Q, Class 1A3, VAR, 4.88%, 09/25/34		263			244
					1,671			1,481	Series 2004-Q, Class 2A2, VAR, 4.87%, 09/25/34		1,671			1,481
					2,475			2,428	Series 2004-S, Class A5, VAR, 3.55%, 09/25/34		2,475			2,428
					2,175			1,573	Series 2005-9, Class 2A10, 5.25%, 10/25/35		2,175			1,573
	1,235		1,096						Series 2006-AR3, Class A1, VAR, 5.70%, 03/25/36 (m)		1,235			1,096
					1,101			1,057	Series 2006-AR11, Class A4, VAR, 5.52%, 08/25/36		1,101			1,057
	5,785		4,538						Series 2007-AR4, Class A1, VAR, 6.00%, 08/25/37 (m)		5,785			4,538

			61,610					102,127						163,737

			69,774					316,593	Total Collateralized Mortgage Obligations (Cost $89,910, 326,405 and $416,315, respectively)					386,367

									Commercial Mortgage-Backed Securities — 3.2%
					2,000				Banc of America Commercial Mortgage, Inc.,		2,000
								1,937	Series 2005-6, Class ASB, VAR, 5.35%, 09/10/47					1,937
									Bear Stearns Commercial Mortgage Securities,
					1,000			988	Series 2004-T14, Class A3, 4.80%, 01/12/41 (y)		1,000			988
					640			602	Series 2005-PWR7, Class A3, VAR, 5.12%, 02/11/41		640			602
	2,085		1,926						Series 2005-PWR9, Class A4A, 4.87%, 09/11/42 (m)		2,085			1,926
	1,865		1,735						Series 2005-T18, Class A4, VAR, 4.93%, 02/13/42 (m)		1,865			1,735
	1,125		1,061						Series 2005-T20, Class A4A, VAR, 5.30%, 10/12/42 (m)		1,125			1,061
					2,570			2,385	Series 2006-PW11, Class A4, VAR, 5.62%, 03/11/39		2,570			2,385

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

					274			CS First Boston Mortgage Securities Corp.,		274
							274	Series 1998-C2, Class A2, 6.30%, 11/15/30				274
								DLJ Commercial Mortgage Corp.,
					3,784		3,832	Series 1999-CG2, Class A1B, VAR, 7.30%, 06/10/32		3,784		3,832
					1,898		1,960	Series 2000-CF1, Class A1B, 7.62%, 06/10/33		1,898		1,960
					2,915			Federal Express Corp. 1996 Pass Through Trust,		2,915
							3,039	Series A-1, 7.85%, 01/30/15				3,039
					1,317			First Union National Bank Commercial		1,317
							1,348	Mortgage, Series 2001-C2, Class A2, 6.66%, 01/12/43				1,348
								Greenwich Capital Commercial Funding Corp.,
	2,425		2,255					Series 2005-GG3, Class A4, VAR, 4.80%, 08/10/42 (m)		2,425		2,255
	2,425		2,015					Series 2005-GG3, Class AJ, VAR, 4.86%, 08/10/42 (m)		2,425		2,015
								LB-UBS Commercial Mortgage Trust,
	22		22					Series 2003-C1, Class A2, 3.32%, 03/15/27 (m)		22		22
	970		881					Series 2006-C1, Class A4, 5.16%, 02/15/31 (m)		970		881
	1,820		1,728					Series 2006-C4, Class A4, VAR, 6.08%, 06/15/38 (m)		1,820		1,728
					580		542	Series 2008-C1, Class A2, VAR, 6.32%, 04/15/41		580		542
	1,014							Lehman Brothers Floating Rate Commercial		1,014
								Mortgage Trust, Series 2006-LLFA, Class A2,
			947					VAR, 2.59%, 09/15/21 (e) (m)				947
								Merrill Lynch Mortgage Trust,
					1,750		1,652	Series 2005-LC1, Class A4, VAR, 5.29%, 01/12/44		1,750		1,652
	1,170		1,098					Series 2006-C1, Class A4, 5.84%, 05/12/39 (m)		1,170		1,098
					1,750			Merrill Lynch/Countrywide Commercial		1,750
								Mortgage Trust, Series 2006-1, Class A4,
							1,620	VAR, 5.60%, 02/12/39				1,620
					1,695			Morgan Stanley Capital I, Series 2006-T23,		1,695
							1,689	Class A1, 5.68%, 08/12/41				1,689
	785							Morgan Stanley Dean Witter Capital I, Series		785
			757					2003-HQ2, Class A2, 4.92%, 03/12/35 (m)				757
					3,250			TIAA Seasoned Commercial Mortgage Trust,		3,250
							3,131	Class A3, VAR, 6.09%, 08/15/39				3,131
								Wachovia Bank Commercial Mortgage Trust,
					2,000		1,975	Series 2004-C15, Class A2, 4.04%, 10/15/41		2,000		1,975
	170		160					Series 2005-C17, Class A4, VAR, 5.08%, 03/15/42 (m)		170		160

			14,585				26,974	Total Commercial Mortgage Backed Securities (Cost $15,919, 27,908 and $43,827, respectively)				41,559


								Corporate Bonds — 40.6%
								Aerospace & Defense — 0.6%
					1,000		970	Esterline Technologies Corp., 6.63%, 03/01/17		1,000		970
					1,250		1,240	Honeywell International, Inc., 5.30%, 03/01/18		1,250		1,240
								L-3 Communications Corp.,
	515		485					5.88%, 01/15/15 (m)		515		485
					1,500		1,436	6.38%, 10/15/15		1,500		1,436
					1,000		1,161	McDonnell Douglas Corp., 9.75%, 04/01/12		1,000		1,161
					750		709	Moog, Inc., 6.25%, 01/15/15		750		709
					879			Systems 2001 AT LLC, (Cayman Islands), 7.16%,		879
							912	12/15/11 (e)				912
					1,150		1,155	United Technologies Corp., 6.13%, 07/15/38		1,150		1,155

			485				7,583					8,068


								Air Freight & Logistics — 0.2%
					1,000		1,139	Federal Express Corp., 9.65%, 06/15/12		1,000		1,139
					925		948	United Parcel Service, Inc., 5.50%, 01/15/18		925		948

							2,087					2,087


								Airlines — 0.3%
								American Airlines, Inc.,
					500		383	6.82%, 05/23/11 (c)		500		383
					934		625	10.18%, 01/02/13 (i)		934		625
								Continental Airlines, Inc.,
					355		243	7.88%, 07/02/18 (c)		355		243
					248		182	9.56%, 09/01/19 (c) (i)		248		182
					429		301	9.80%, 04/01/21		429		301
								Delta Air Lines, Inc.,
					225		207	7.11%, 09/18/11		225		207
					96		71	8.30%, 08/10/22		96		71
					97		71	8.95%, 08/10/14 (i)		97		71
					610		268	10.00%, 12/05/14 (d) (e)		610		268
					1,493		1,030	United Airlines, Inc., 7.34%, 07/02/19 (e)		1,493		1,030

							3,381					3,381


								Auto Components — 0.1%
					399		341	American Tire Distributors, Inc., 10.75%, 04/01/13 (c)		399		341
					1,000		125	Delphi Corp., 7.13%, 05/01/29 (c) (d)		1,000		125
	218		224					Goodyear Tire & Rubber Co. (The), 9.00%, 07/01/15 (m)		218		224
	585		525					Tenneco, Inc., 8.13%, 11/15/15 (m)		585		525
								TRW Automotive, Inc.,
	360		317					7.00%, 03/15/14 (e) (m)		360		317
	365		314					7.25%, 03/15/17 (e) (m)		365		314

			1,380				466					1,846

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

								Automobiles — 0.2%
					2,000		2,091	Daimler Finance North America LLC, 7.30%, 01/15/12		2,000		2,091
					500		275	Ford Motor Co., 9.22%, 09/15/21		500		275

							2,366					2,366


								Beverages — 0.5%
								Anheuser-Busch Cos, Inc.,
					325		304	5.50%, 01/15/18		325		304
					550		451	5.75%, 04/01/36		550		451
								Coca-Cola Enterprises, Inc.,
					400		431	6.95%, 11/15/26		400		431
					1,023		1,146	8.50%, 02/01/12		1,023		1,146
								Constellation Brands, Inc.,
					1,500		1,470	7.25%, 05/15/17 (c)		1,500		1,470
	830		813					7.25%, 09/01/16 (m)		830		813
					300		310	8.38%, 12/15/14 (c)		300		310
					575		567	Diageo Finance BV, (Netherlands), 5.30%, 10/28/15		575		567
	960		978					Dr. Pepper Snapple Group, Inc., 6.82%, 05/01/18 (e) (m)		960		978

			1,791				4,679					6,470


								Biotechnology — 0.1%
					1,000		960	FMC Finance III S.A., (Luxembourg), 6.88%, 07/15/17 (c)		1,000		960


								Building Products — 0.1%
					1,500		1,005	Associated Materials, Inc., SUB, 0.00%, 03/01/14 (c)		1,500		1,005


								Capital Markets — 3.8%
	850		848					Arch Western Finance LLC, 6.75%, 07/01/13 (m)		850		848
								Bear Stearns Cos., Inc. (The),
					2,000		1,995	4.50%, 10/28/10 (y)		2,000		1,995
					940		924	6.40%, 10/02/17 (y)		940		924
					370		384	7.25%, 02/01/18 (y)		370		384
					1,610		1,568	Credit Suisse, (Switzerland), 5.00%, 05/15/13		1,610		1,568
	1,340							Credit Suisse Guernsey Ltd., (Switzerland), VAR,		1,340
			998					3.49%, 05/15/17 (m) (x)				998
								Credit Suisse USA, Inc.,
					500		498	5.50%, 08/15/13 (c)		500		498
					1,690		1,741	6.13%, 11/15/11		1,690		1,741
					1,000		994	FMR LLC, 4.75%, 03/01/13 (e)		1,000		994
								Goldman Sachs Group, Inc. (The),
					650		622	5.15%, 01/15/14		650		622
					780		763	5.25%, 10/15/13		780		763
					450		427	5.75%, 10/01/16		450		427
					2,070		1,958	5.95%, 01/18/18		2,070		1,958
					2,000		2,070	6.60%, 01/15/12		2,000		2,070
	1,845		1,623		530		466	6.75%, 10/01/37 (m)		2,375		2,089
					1,500		1,556	6.88%, 01/15/11		1,500		1,556
	485							Hawker Beechcraft Acquisition Co. LLC/Hawker		485
			484					Beechcraft Co., PIK, 8.88%, 04/01/15 (m)				484
	1,790							Lehman Brothers Holdings Capital Trust V, VAR,		1,790
			935					5.86%, 05/31/12 (m) (x)				935
								Lehman Brothers Holdings, Inc.,
					235		232	3.60%, 03/13/09		235		232
					1,000		922	5.75%, 05/17/13		1,000		922
					950		841	6.50%, 07/19/17		950		841
					750		614	6.88%, 07/17/37		750		614
					295		303	8.50%, 08/01/15		295		303
	3,140		2,948					VAR, 2.91%, 08/21/09 (m)		3,140		2,948
	1,120		1,023					VAR, 2.95%, 05/25/10 (m)		1,120		1,023
								Merrill Lynch & Co., Inc.,
					1,900		1,883	4.13%, 01/15/09		1,900		1,883
					1,100		1,072	4.79%, 08/04/10		1,100		1,072
					900		762	5.70%, 05/02/17		900		762
	1,355		1,299					6.05%, 08/15/12 (m)		1,355		1,299
					1,700		1,566	6.88%, 04/25/18		1,700		1,566
	1,010		892					VAR, 3.00%, 11/01/11 (m)		1,010		892
	850		834					VAR, 3.05%, 02/06/09 (m)		850		834
								Morgan Stanley,
					1,750		1,727	4.25%, 05/15/10		1,750		1,727
					1,000		949	5.30%, 03/01/13		1,000		949
	1,470		1,280					5.45%, 01/09/17 (m)		1,470		1,280
	810		795					5.63%, 01/09/12 (m)		810		795
					1,000		1,005	6.60%, 04/01/12		1,000		1,005
					300		279	6.63%, 04/01/18		300		279
					1,850		1,884	6.75%, 04/15/11		1,850		1,884
	1,120		1,078					VAR, 2.90%, 05/07/10 (m)		1,120		1,078
	2,400		2,379					VAR, 2.91%, 02/09/09 (m)		2,400		2,379
	630		623					VAR, 4.90%, 05/14/10 (m)		630		623
								UBS AG, (Switzerland),
					900		861	5.75%, 04/25/18		900		861
					450		439	5.88%, 12/20/17		450		439

			18,039				31,305					49,344

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

								Chemicals — 1.3%
					1,000		979	Air Products & Chemicals, Inc., 4.15%, 02/01/13		1,000		979
					250		253	Airgas, Inc., 7.13%, 10/01/18 (e)		250		253
					1,000		1,062	Dow Capital BV, (Netherlands), 8.50%, 06/08/10		1,000		1,062
								EI Du Pont de Nemours & Co.,
					2,055		2,002	4.13%, 03/06/13		2,055		2,002
					500		510	6.00%, 07/15/18		500		510
	480		502					Huntsman LLC, 11.50%, 07/15/12 (m)		480		502
	580							Ineos Group Holdings plc, (United Kingdom),		580
			371					8.50%, 02/15/16 (e) (m)				371
					1,000		1,107	Monsanto Co., 7.38%, 08/15/12		1,000		1,107
								Mosaic Co. (The),
					875		905	7.38%, 12/01/14 (e)		875		905
					625		657	7.87%, 12/01/16 (e)		625		657
								Nalco Co.,
	290		294					7.75%, 11/15/11 (m)		290		294
	450		468					8.88%, 11/15/13 (m)		450		468
	705		703		750		748	PolyOne Corp., 8.88%, 05/01/12 (m)		1,455		1,451
								Potash Corp. of Saskatchewan, (Canada),
					450		442	4.88%, 03/01/13		450		442
					1,473		1,588	7.75%, 05/31/11		1,473		1,588
								Praxair, Inc.,
					735		705	4.63%, 03/30/15		735		705
					650		647	5.25%, 11/15/14		650		647
					1,000		1,065	6.38%, 04/01/12		1,000		1,065
	490		476					Terra Capital, Inc., 7.00%, 02/01/17 (m)		490		476
					945		803	Westlake Chemical Corp., 6.63%, 01/15/16		945		803

			2,814				13,473					16,287


								Commercial Banks — 3.7%
					250		268	Bankers Trust Corp., 7.25%, 10/15/11		250		268
								Barclays Bank plc, (United Kingdom),
					900		899	5.45%, 09/12/12		900		899
					980		925	6.05%, 12/04/17 (e)		980		925
					1,000		1,004	BB&T Corp., 6.50%, 08/01/11		1,000		1,004
					1,750		1,628	Branch Banking & Trust Co., 4.88%, 01/15/13		1,750		1,628
	2,380		2,393					Deutsche Bank AG, (Germany), 5.38%, 10/12/12 (m)		2,380		2,393
					1,000		740	Fifth Third Bancorp, 5.45%, 01/15/17		1,000		740
					1,000		1,034	FleetBoston Financial Corp., 7.38%, 12/01/09		1,000		1,034
	670		669					Glitnir Banki HF, (Iceland), VAR, 2.95%, 10/15/08 (e) (m)		670		669
	1,040							HBOS plc, (United Kingdom), VAR, 5.92%,		1,040
			673					10/01/15 (e) (m) (x)				673
	715		709					HSBC Bank USA N.A., 7.00%, 01/15/39 (m)		715		709
					400		385	HSBC Holdings plc, (United Kingdom), 7.35%, 11/27/32		400		385
					2,000		2,021	Huntington National Bank (The), 8.00%, 04/01/10		2,000		2,021
	1,195		1,161					ICICI Bank Ltd., (India), VAR, 3.33%, 01/12/10 (e) (m)		1,195		1,161
					700		604	KeyBank N.A., 5.70%, 08/15/12 (c)		700		604
					720		596	Keycorp, 6.50%, 05/14/13		720		596
	3,360							Korea Development Bank, (South Korea), VAR,		3,360
			3,318					2.93%, 04/03/10 (m)				3,318
					1,000		831	M&T Bank Corp., 6.63%, 12/04/17		1,000		831
								Marshall & Ilsley Corp.,
					1,740		1,694	4.38%, 08/01/09		1,740		1,694
					370		352	5.35%, 04/01/11		370		352
					500		516	Mellon Funding Corp., 6.38%, 02/15/10		500		516
								National City Bank,
					1,500		973	4.63%, 05/01/13		1,500		973
					145		122	VAR, 2.90%, 01/21/10		145		122
					200		188	National City Corp., 3.13%, 04/30/09		200		188
					1,500		1,532	National Westminster Bank plc, (United
								Kingdom), 7.38%, 10/01/09		1,500		1,532
					1,250		1,169	PNC Funding Corp., 5.25%, 11/15/15		1,250		1,169
					1,170		765	Regions Financial Corp., 7.38%, 12/10/37		1,170		765
					1,085		1,089	Royal Bank of Canada, (Canada), 3.88%, 05/04/09		1,085		1,089
	1,520							Royal Bank of Scotland Group plc, (United		1,520
			1,284					Kingdom), VAR, 7.64%, 09/29/17 (m) (x)				1,284
	2,535							Shinsei Finance II, (Cayman Islands), VAR,		2,535
			1,622					7.16%, 07/25/16 (e) (m) (x)				1,622
					2,500		2,071	SunTrust Banks, Inc., 6.00%, 02/15/26		2,500		2,071
					500		472	UnionBanCal Corp., 5.25%, 12/16/13		500		472
					2,000		2,150	US Bancorp, 7.50%, 06/01/26		2,000		2,150
					350		311	VTB Capital S.A., (Russia), 6.25%, 06/30/35		350		311
	2,020							VTB 24 Capital S.A. for Bank VTB 24 OSJC,		2,020
			1,962					(Ireland), VAR, 3.50%, 12/07/09				1,962
								Wachovia Bank N.A.,
					2,110		1,815	5.60%, 03/15/16		2,110		1,815
					500		392	6.60%, 01/15/38		500		392
					1,535		1,302	Wachovia Corp., 5.75%, 02/01/18		1,535		1,302
								Wells Fargo & Co.,
					1,000		1,006	4.20%, 01/15/10		1,000		1,006
					1,100		1,120	5.30%, 08/26/11		1,100		1,120
					1,665		1,600	5.63%, 12/11/17		1,665		1,600

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

					500		522	6.38%, 08/01/11		500		522
					1,000		1,047	Wells Fargo Bank N.A., 6.45%, 02/01/11		1,000		1,047
	1,045		1,045					Woori Bank, (South Korea), VAR, 5.75%, 03/13/14 (e) (m)		1,045		1,045

			14,836				33,143					47,979


								Commercial Services & Supplies — 0.4%
	590		496					ACCO Brands Corp., 7.63%, 08/15/15 (m)		590		496
								Allied Waste North America, Inc.,
					800		788	6.88%, 06/01/17 (c)		800		788
					1,009		1,019	7.13%, 05/15/16		1,009		1,019
	475		481					7.25%, 03/15/15 (m)		475		481
	225		227					7.38%, 04/15/14 (m)		225		227
								Corrections Corp. of America,
	185		181		750		735	6.25%, 03/15/13 (c) (m)		935		916
					1,050		1,042	6.75%, 01/31/14		1,050		1,042
					300		287	Pitney Bowes, Inc., 3.88%, 06/15/13		300		287
								Quebecor World Capital Corp., (Canada),
					500		179	6.13%, 11/15/13 (d)		500		179
					500		221	8.75%, 03/15/16 (c) (d)		500		221

			1,385				4,271					5,656


								Communications Equipment — 0.2%
								Cisco Systems, Inc.,
					328		339	5.25%, 02/22/11		328		339
					2,430		2,469	5.50%, 02/22/16		2,430		2,469

							2,808					2,808


								Computers & Peripherals — 0.3%
								Hewlett-Packard Co.,
					500		495	5.40%, 03/01/17		500		495
					250		246	5.50%, 03/01/18		250		246
								International Business Machines Corp.,
					1,300		1,326	5.70%, 09/14/17		1,300		1,326
					650		716	7.00%, 10/30/25		650		716
					1,000			Seagate Technology HDD Holdings, (Cayman Islands),		1,000
							892	6.80%, 10/01/16				892

							3,675					3,675


								Consumer Finance — 0.6%
					835		848	American Express Credit Corp., 7.30%, 08/20/13		835		848
								Capital One Financial Corp.,
					500		473	6.25%, 11/15/13		500		473
					450		430	6.75%, 09/15/17		450		430
	1,270		943					Ford Motor Credit Co. LLC, 7.80%, 06/01/12 (m)		1,270		943
								GMAC LLC,
	595		349					6.88%, 08/28/12 (m)		595		349
					1,000		667	7.25%, 03/02/11		1,000		667
								HSBC Finance Corp.,
					1,000		954	5.00%, 06/30/15		1,000		954
					500		511	6.38%, 11/27/12		500		511
	650		643		265		262	John Deere Capital Corp., 5.35%, 04/03/18 (m)		915		905
					1,225		1,103	SLM Corp., 4.00%, 01/15/10		1,225		1,103

			1,935				5,248					7,183


								Containers & Packaging — 0.3%
					750		754	Ball Corp., 6.88%, 12/15/12 (c)		750		754
					675		570	Cascades, Inc., (Canada), 7.25%, 02/15/13		675		570
								Constar International, Inc.,
					750		272	11.00%, 12/01/12 (c)		750		272
					2,000		1,600	VAR, 6.18%, 02/15/12		2,000		1,600
	275		283					Owens Brockway Glass Container, Inc., 8.25%, 05/15/13 (m)		275		283
					250		73	Portola Packaging, Inc., 8.25%, 02/01/12 (c)		250		73
	510							Smurfit-Stone Container Enterprises, Inc.,		510
			448					8.38%, 07/01/12 (m)				448

			731				3,269					4,000


								Diversified Consumer Services — 0.3%
					250		227	Knowledge Learning Corp., Inc., 7.75%, 02/01/15 (e)		250		227
					500		476	Mac-Gray Corp., 7.63%, 08/15/15		500		476
								Service Corp. International,
					500		466	6.75%, 04/01/15 (c)		500		466
					400		373	7.00%, 06/15/17		400		373
	350		341					7.38%, 10/01/14 (m)		350		341
					500		485	Sotheby’s, 7.75%, 06/15/15 (e)		500		485
	445		430		1,583		1,528	Stewart Enterprises, Inc., 6.25%, 02/15/13 (m)		2,028		1,958

			771				3,555					4,326


								Diversified Financial Services — 3.7%
	1,615		1,613					Allstate Life Global Funding Trusts, 5.38%, 04/30/13 (m)		1,615		1,613
								Associates Corp. of North America,
					500		514	7.95%, 02/15/10		500		514
					2,000		2,056	8.15%, 08/01/09		2,000		2,056

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

								Bank of America Corp.,
	275		254					5.65%, 05/01/18 (m)		275		254
					1,500		1,581	6.98%, 03/07/37		1,500		1,581
					1,000		1,047	7.40%, 01/15/11		1,000		1,047
					2,900		3,022	7.80%, 02/15/10		2,900		3,022
					500		527	7.80%, 09/15/16		500		527
					435		436	Bank of New York Mellon Corp. (The), 5.13%, 08/27/13		435		436
								Caterpillar Financial Services Corp.,
					800		808	4.85%, 12/07/12		800		808
					850		846	5.45%, 04/15/18		850		846
								CIT Group, Inc.,
					350		252	5.00%, 02/13/14		350		252
					1,000		704	5.00%, 02/01/15		1,000		704
					1,325		1,274	6.88%, 11/01/09 (c)		1,325		1,274
					785		666	7.63%, 11/30/12		785		666
								Citigroup, Inc.,
	1,470		1,418					5.50%, 04/11/13 (m)		1,470		1,418
					1,550		1,356	5.50%, 02/15/17		1,550		1,356
					1,350		1,252	6.00%, 08/15/17		1,350		1,252
					625		510	6.13%, 08/25/36		625		510
	2,240		2,242					6.50%, 08/19/13 (m)		2,240		2,242
					1,125		1,084	6.88%, 03/05/38		1,125		1,084
					1,490		1,492	CME Group, Inc., 5.40%, 08/01/13		1,490		1,492
	195		183					Digicel Group Ltd., (Bermuda), 8.88%, 01/15/15 (e) (m)		195		183
								General Electric Capital Corp.,
					1,000		1,014	4.38%, 11/21/11		1,000		1,014
					1,115		1,084	5.63%, 05/01/18		1,115		1,084
					2,910		3,004	5.88%, 02/15/12		2,910		3,004
	2,065		1,859		3,000		2,701	5.88%, 01/14/38 (m)		5,065		4,560
					1,540		1,598	6.00%, 06/15/12		1,540		1,598
					1,750		1,835	6.13%, 02/22/11		1,750		1,835
					1,100		1,112	6.75%, 03/15/32		1,100		1,112
	1,340							Genworth Life Institutional Funding Trust,		1,340
			1,282					5.88%, 05/03/13 (e) (m)				1,282
	2,255		1,398					Goldman Sachs Capital II, VAR, 5.79%, 06/01/12 (m) (x)		2,255		1,398
								International Lease Finance Corp.,
					210		184	5.88%, 05/01/13		210		184
					445		445	6.38%, 03/15/09		445		445
					1,000		780	Milacron Escrow Corp., 11.50%, 05/15/11		1,000		780
					260			National Gas Co of Trinidad & Tobago Ltd.,		260
							242	(Trinidad and Tobago), 6.05%, 01/15/36				242
								National Rural Utilities Cooperative Finance Corp.,
					385		377	4.75%, 03/01/14		385		377
					400		427	7.25%, 03/01/12		400		427
	740							QBE Capital Funding II LP, (United Kingdom),		740
			600					VAR, 6.80%, 06/01/17 (e) (m) (x)				600
					375		350	Southern Star Central Corp., 6.75%, 03/01/16 (c)		375		350
								Textron Financial Corp.,
					1,615		1,609	4.60%, 05/03/10		1,615		1,609
					500		502	5.40%, 04/28/13		500		502

			10,849				36,691					47,540


								Diversified Telecommunication Services — 1.9%
					900		1,029	AT&T Corp., 8.00%, 11/15/31		900		1,029
								AT&T, Inc.,
					215		211	5.60%, 05/15/18		215		211
					2,500		2,357	6.30%, 01/15/38		2,500		2,357
	1,175		1,123					6.40%, 05/15/38 (m)		1,175		1,123
								BellSouth Corp.,
					1,285		1,275	5.20%, 09/15/14		1,285		1,275
					100		101	6.88%, 10/15/31		100		101
					1,800		1,730	Cincinnati Bell, Inc., 7.25%, 07/15/13		1,800		1,730
					1,000			Deutsche Telekom International Finance BV,		1,000
							1,102	(Netherlands), 8.75%, 06/15/30				1,102
					1,500		1,433	Frontier Communications Corp., 6.25%, 01/15/13		1,500		1,433
	665							Nordic Telephone Co. Holdings, (Denmark),		665
			640					8.88%, 05/01/16 (e) (m)				640
					314		322	Nynex Corp., 9.55%, 05/01/10		314		322
								Qwest Communications International, Inc.,
	385		369					7.25%, 02/15/11 (m)		385		369
	44		44					VAR, 6.30%, 02/15/09 (m)		44		44
								Qwest Corp.,
					1,000		992	7.88%, 09/01/11		1,000		992
	150		151		250		252	8.88%, 03/15/12 (m)		400		403
								Sprint Capital Corp.,
					370		373	8.38%, 03/15/12		370		373
					800		778	8.75%, 03/15/32		800		778
								Telecom Italia Capital S.A., (Luxembourg),
					500		468	5.25%, 11/15/13		500		468
	375		366					7.72%, 06/04/38 (m)		375		366
	1,620		1,622					Telefonica Emisiones S.A.U., (Spain), 5.86%, 02/04/13 (m)		1,620		1,622
					1,250		1,338	TELUS Corp., (Canada), 8.00%, 06/01/11		1,250		1,338

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

					267		249	United Telephone Co. of Florida, 8.38%, 01/15/25		267		249
								Verizon Communications, Inc.,
	925		861					6.40%, 02/15/38 (m)		925		861
					400		396	6.90%, 04/15/38		400		396
					500		509	Verizon New York, Inc., 6.13%, 01/15/10		500		509
					2,000		2,225	Verizon Pennsylvania, Inc., 8.35%, 12/15/30		2,000		2,225
	490							Wind Acquisition Finance S.A., (Luxembourg),		490
			502					10.75%, 12/01/15 (e) (m)				502
								Windstream Corp.,
					525		520	8.13%, 08/01/13		525		520
					1,250		1,237	8.63%, 08/01/16		1,250		1,237

			5,678				18,897					24,575


								Electric Utilities — 2.2%
	1,585							Abu Dhabi National Energy Co., (United Arab Emirates),		1,585
			1,556					5.62%, 10/25/12 (e) (m)				1,556
					500		504	Alabama Power Co., 6.13%, 05/15/38		500		504
								Carolina Power & Light Co.,
					1,250		1,280	5.13%, 09/15/13		1,250		1,280
					500		503	6.30%, 04/01/38		500		503
					1,000			CenterPoint Energy Houston Electric LLC,		1,000
							975	5.75%, 01/15/14				975
								Duke Energy Carolinas LLC,
					1,000		1,036	5.63%, 11/30/12		1,000		1,036
					1,100		1,072	6.05%, 04/15/38		1,100		1,072
	900							E.ON International Finance BV, (Netherlands),		900
			886					5.80%, 04/30/18 (e) (m)				886
								Edison Mission Energy,
					500		479	7.00%, 05/15/17 (c)		500		479
					800		768	7.20%, 05/15/19		800		768
					500		500	7.75%, 06/15/16		500		500
					1,170		1,159	Florida Power & Light Co., 5.95%, 02/01/38		1,170		1,159
								Florida Power Corp.,
					425		429	4.80%, 03/01/13		425		429
					110		112	5.65%, 06/15/18		110		112
					210		214	6.40%, 06/15/38		210		214
					399		399	FPL Energy National Wind, 6.13%, 03/25/19 (e)		399		399
					275		282	FPL Group Capital, Inc., 5.35%, 06/15/13		275		282
					870		866	Georgia Power Co., 5.40%, 06/01/18		870		866
					100		100	Ipalco Enterprises, Inc., 7.25%, 04/01/16 (e)		100		100
					855		832	Midamerican Energy Co., 5.30%, 03/15/18		855		832
					800		846	Midamerican Funding LLC, 6.75%, 03/01/11		800		846
					1,044		1,077	Midwest Generation LLC, 8.56%, 01/02/16		1,044		1,077
	270		275					Mirant Americas Generation LLC, 8.30%, 05/01/11 (m)		270		275
					2,013		2,179	Mirant Mid Atlantic LLC, 9.13%, 06/30/17		2,013		2,179
					1,000		997	Pacific Gas & Electric Co., 5.63%, 11/30/17		1,000		997
								Pacificorp,
					1,900		1,735	5.75%, 04/01/37		1,900		1,735
	530		530					5.65%, 07/15/18 (m)		530		530
					250		282	7.24%, 08/16/23		250		282
								Peco Energy Co.,
					1,870		1,852	5.35%, 03/01/18		1,870		1,852
					500		519	5.95%, 11/01/11		500		519
					360		357	Potomac Electric Power Co., 6.50%, 11/15/37		360		357
					1,400		1,478	PSEG Power LLC, 7.75%, 04/15/11		1,400		1,478
					35		36	Public Service Co. of Colorado, 6.50%, 08/01/38		35		36
					200		198	Public Service Co. of New Mexico, 7.95%, 05/15/18		200		198
					1,100		1,046	Public Service Co. of Oklahoma, 6.63%, 11/15/37		1,100		1,046
					145		144	Public Service Electric & Gas Co., 5.30%, 05/01/18		145		144
								Southern California Edison Co.,
					450		422	5.55%, 01/15/37		450		422
					285		283	5.95%, 02/01/38		285		283
	235							Texas Competitive Electric Holdings Co. LLC,		235
			235					10.25%, 11/01/15 (e) (m)				235
	735		728					Virginia Electric & Power Co., 6.35%, 11/30/37 (m)		735		728

			4,210				24,961					29,171


								Electrical Equipment — 0.0% (g)
	225		228					Baldor Electric Co., 8.63%, 02/15/17 (m)		225		228

					500		473	Belden, Inc., 7.00%, 03/15/17		500		473

			228				473					701


								Electronic Equipment & Instruments — 0.2%
					750		773	Arrow Electronics, Inc., 6.88%, 07/01/13		750		773
					1,250			Flextronics International Ltd., (Singapore),		1,250
							1,153	6.25%, 11/15/14 (c)				1,153
	535							NXP BV / NXP Funding LLC, (Netherlands),		535
			362					9.50%, 10/15/15 (m)				362
					750		694	Sanmina-SCI Corp., VAR, 5.53%, 06/15/14 (e)		750		694

			362				2,620					2,982

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

								Energy Equipment & Services — 0.5%
								Bristow Group, Inc.,
					500		470	6.13%, 06/15/13		500		470
					1,100		1,056	7.50%, 09/15/17		1,100		1,056
					451		443	Complete Production Services, Inc., 8.00%, 12/15/16 (c)		451		443
					1,000		1,007	Key Energy Services, Inc., 8.38%, 12/01/14 (e)		1,000		1,007
					1,545		1,591	Oslo Seismic Services, Inc., 8.28%, 06/01/11		1,545		1,591
					500		471	PHI, Inc., 7.13%, 04/15/13		500		471
					1,250		1,269	Pride International, Inc., 7.38%, 07/15/14		1,250		1,269
	585		584					Transocean, Inc., (Cayman Islands), 6.80%, 03/15/38 (m)		585		584

			584				6,307					6,891


								Food & Staples Retailing — 0.8%
	1,356		1,252					CVS Pass-Through Trust, 6.04%, 12/10/28 (e) (m)		1,356		1,252
	1,570		1,541					CVS/Caremark Corp., VAR, 2.98%, 06/01/10 (m)		1,570		1,541
								Kroger Co. (The),
	1,380		1,410					6.40%, 08/15/17 (m)		1,380		1,410
					1,000		1,044	8.05%, 02/01/10		1,000		1,044
	1,360		1,387					Safeway, Inc., 6.35%, 08/15/17 (m)		1,360		1,387
								Wal-Mart Stores, Inc.,
	1,245		1,082		500		435	5.25%, 09/01/35 (m)		1,745		1,517
	650		671					5.38%, 04/05/17 (m)		650		671
					1,000		989	6.20%, 04/15/38		1,000		989
					260		299	7.55%, 02/15/30		260		299

			7,343				2,767					10,110


								Food Products — 0.6%
	360		338					Del Monte Corp., 6.75%, 02/15/15 (m)		360		338
					893		598	Eurofresh, Inc., 11.50%, 01/15/13 (c) (e)		893		598
					360		369	General Mills, Inc., 5.65%, 09/10/12		360		369
					1,000		1,100	Grand Metropolitan Investment Corp., 7.45%, 04/15/35		1,000		1,100
					1,000		1,015	Kellogg Co., 5.13%, 12/03/12		1,000		1,015
								Kraft Foods, Inc.,
					800		786	6.13%, 02/01/18		800		786
					575		562	6.88%, 02/01/38		575		562
					1,700		1,751	Land O’ Lakes, Inc., 9.00%, 12/15/10		1,700		1,751
								Smithfield Foods, Inc.,
					1,000		930	7.75%, 05/15/13		1,000		930
					750		671	7.75%, 07/01/17		750		671

			338				7,782					8,120


								Gas Utilities — 0.9%
					575		565	Atmos Energy Corp., 5.13%, 01/15/13 (c)		575		565
					570		516	CenterPoint Energy Resources Corp., 6.63%, 11/01/37		570		516
					750			Dynegy Roseton/Danskammer Pass Through		750
							734	Trust, 7.67%, 11/08/16				734
					1,000		1,046	KeySpan Gas East Corp., 7.88%, 02/01/10		1,000		1,046
	910		794					Nakilat, Inc., (Qatar), 6.07%, 12/31/33 (e) (m)		910		794
	830		838					NGPL PipeCo LLC, 7.12%, 12/15/17 (e) (m)		830		838
					500		501	Pacific Energy Partners LP/Pacific Energy		500		501
								Finance Corp., 7.13%, 06/15/14
					850		915	Schlumberger Technology Corp., 6.50%, 04/15/12 (c)		850		915
	770		785					Sonat, Inc., 7.63%, 07/15/11 (m)		770		785
					835		838	Southern California Gas Co., 4.38%, 01/15/11		835		838
					210		221	Texas Eastern Transmission LP, 7.30%, 12/01/10		210		221
								TransCanada Pipelines Ltd., (Canada),
					1,495		1,418	4.00%, 06/15/13		1,495		1,418
					1,000		902	6.20%, 10/15/37		1,000		902
								Williams Partners LP/Williams Partners Finance Corp.,
					1,147		1,150	7.25%, 02/01/17		1,147		1,150
					500		518	7.50%, 06/15/11		500		518

			2,417				9,324					11,741


								Health Care Equipment & Supplies — 0.3%
					1,550		1,505	Baxter International, Inc., 4.63%, 03/15/15		1,550		1,505
	1,060		1,113					Biomet, Inc., PIK, 10.38%, 10/15/17 (m)		1,060		1,113
	735		706					Cooper Cos., Inc. (The), 7.13%, 02/15/15 (m)		735		706
					750		741	Medtronic, Inc., 4.75%, 09/15/15		750		741

			1,819				2,246					4,065


								Health Care Providers & Services — 0.5%
	995		1,005		750		758	Community Health Systems, Inc., 8.88%, 07/15/15 (c) (m)		1,745		1,763
					350		359	Fresenius Medical Care Capital Trust IV, 7.88%, 06/15/11		350		359
								HCA, Inc.,
					160		164	9.13%, 11/15/14 (c)		160		164
	515		530		440		453	9.25%, 11/15/16 (m)		955		983
	570		575					PIK, 9.63%, 11/15/16 (m)		570		575
	2,240		2,166					UnitedHealth Group, Inc., VAR, 2.98%, 06/21/10 (m)		2,240		2,166

			4,276				1,734					6,010


								Hotels, Restaurants & Leisure — 0.9%
					750		673	Host Hotels & Resorts LP, 6.88%, 11/01/14		750		673

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

					1,000		935	Host Marriott LP, 7.00%, 08/15/12 (c)		1,000		935
					1,810		1,321	Mashantucket Western Pequot Tribe, 8.50%, 11/15/15 (e)		1,810		1,321
								McDonald’s Corp.,
					3,775		3,764	4.30%, 03/01/13		3,775		3,764
	830		826					6.30%, 10/15/37 (m)		830		826

								MGM Mirage, Inc.,
	545		436					5.88%, 02/27/14 (m)		545		436
	370		322					6.75%, 04/01/13 (m)		370		322
					1,800		1,427	6.88%, 04/01/16		1,800		1,427
					900			Seminole Hard Rock Entertainment, Inc., VAR,		900
							720	5.28%, 03/15/14 (e)				720
					1,000		953	Speedway Motorsports, Inc., 6.75%, 06/01/13		1,000		953
	455		424					Vail Resorts, Inc., 6.75%, 02/15/14 (m)		455		424
					350		319	Wynn Las Vegas Capital Corp., 6.63%, 12/01/14		350		319

			2,008				10,112					12,120


								Household Durables — 0.4%
								Beazer Homes USA, Inc.,
	205		138					6.50%, 11/15/13 (m)		205		138
	70		46					6.88%, 07/15/15 (m)		70		46
	670		596					Jarden Corp., 7.50%, 05/01/17 (m)		670		596
					1,500		1,532	K Hovnanian Enterprises, Inc., 11.50%, 05/01/13 (e)		1,500		1,532
								KB Home,
					1,000		833	5.75%, 02/01/14		1,000		833
					415		340	5.88%, 01/15/15		415		340
					750		596	Meritage Homes Corp., 7.00%, 05/01/14 (c)		750		596
	805		648					Sealy Mattress Co., 8.25%, 06/15/14 (m)		805		648
	730		460					Simmons Co., SUB, 10.00%, 12/15/14 (m)		730		460

			1,888				3,301					5,189


								Household Products — 0.2%
					375		334	Jarden Corp., 7.50%, 05/01/17 (c)		375		334
					915		1,135	Procter & Gamble Co. — ESOP, 9.36%, 01/01/21		915		1,135
					500		350	Spectrum Brands, Inc., PIK, 11.50%, 10/02/13 (c)		500		350
								Visant Holding Corp.,
	510		486					8.75%, 12/01/13 (m)		510		486
	340		331					SUB, 8.75%, 12/01/13 (m)		340		331

			817				1,819					2,636


								Independent Power Producers & Energy Traders — 0.1%
	12		12					AES Corp. (The), 8.75%, 05/15/13 (e) (m)		12		12
	255		261					Energy Future Holdings Corp., 10.88%, 11/01/17 (e) (m)		255		261
					463		469	FPL Energy Wind Funding LLC, 6.88%, 06/27/17 (e)		463		469
	635		627					NRG Energy, Inc., 7.38%, 02/01/16 (m)		635		627

			900				469					1,369


								Industrial Conglomerates — 0.2%
					600		450	JB Poindexter & Co., Inc., 8.75%, 03/15/14 (c)		600		450
					1,830			Siemens Financieringsmaatschappij N.V.,		1,830
							1,842	(Netherlands), 5.75%, 10/17/16 (e)				1,842

							2,292					2,292


								Insurance — 2.8%
					419		434	AIG SunAmerica, Inc., 8.13%, 04/28/23		419		434
					515		514	Allstate Life Global Funding Trusts, 5.38%, 04/30/13		515		514
								American International Group, Inc.,
					1,000		887	4.25%, 05/15/13		1,000		887
					435		368	5.60%, 10/18/16		435		368
	310		306					8.25%, 08/15/18 (e) (m)		310		306
					1,350			Berkshire Hathaway Finance Corp., 4.20%,		1,350
							1,373	12/15/10 (c)				1,373
					315		302	Chubb Corp., 5.75%, 05/15/18		315		302
					1,800		1,652	Crum & Forster Holdings Corp., 7.75%, 05/01/17		1,800		1,652
					855		857	Genworth Global Funding Trusts, 5.20%, 10/08/10		855		857
					1,650			Jackson National Life Global Funding, 5.38%,		1,650
							1,630	05/08/13 (e)				1,630
	570							Liberty Mutual Group, Inc., 7.50%,		570
			492					08/15/36 (e) (m)				492
	1,885							Lincoln National Corp., VAR, 7.00%,		1,885
			1,639					05/17/66 (m)				1,639
					1,000			MassMutual Global Funding II, 3.50%,		1,000
							997	03/15/10 (e)				997
					2,550			MetLife Life and Annuity Co. of Connecticut,		2,550
							2,354	5.13%, 08/15/14 (e)				2,354
								Metropolitan Life Global Funding I,
	2,220		2,200					5.13%, 04/10/13 (e) (m)		2,220		2,200
					875		866	5.20%, 09/18/13 (e)		875		866
					600		608	5.75%, 07/25/11 (e)		600		608
	835							Nationwide Financial Services, 6.75%,		835
			615					05/15/37 (m)				615

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

	1,790							Nationwide Life Global Funding I, VAR, 2.84%,		1,790
			1,751					10/09/09 (e) (m)				1,751
					1,680			New York Life Global Funding, 4.65%,		1,680
							1,680	05/09/13 (e)				1,680
					770			Pacific Life Global Funding, 5.15%,		770
							770	04/15/13 (e)				770

					300			Principal Life Global Funding I, 5.25%,		300
							298	01/15/13 (e)				298
								Principal Life Income Funding Trusts,
					320		321	5.15%, 06/17/11		320		321
					2,050		2,041	5.30%, 12/14/12		2,050		2,041
	1,435		1,433					5.30%, 04/24/13 (m)		1,435		1,433
								Protective Life Secured Trusts,
	2,005		2,002					3.70%, 11/24/08 (m)		2,005		2,002
					2,100		2,067	4.00%, 04/01/11		2,100		2,067
	1,790							StanCorp Financial Group, Inc., VAR, 6.90%,		1,790
			1,511					05/29/67 (m)				1,511
	3,420							Stingray Pass-Through Trust, (Cayman Islands),		3,420
			513					5.90%, 01/12/15 (e) (i)				513
	1,855							Swiss RE Capital I LP, (United Kingdom), VAR,		1,855
			1,598					6.85%, 05/25/16 (e) (m) (x)				1,598
					400		431	Torchmark Corp., 7.88%, 05/15/23		400		431
					400		384	Travelers Cos, Inc. (The), 5.80%, 05/15/18		400		384
	1,870							XL Capital Ltd., (Cayman Islands), VAR, 6.50%,		1,870
			1,122					04/15/17 (m) (x)				1,122

			15,182				20,834					36,016


								IT Services — 0.2%
					900		943	Electronic Data Systems Corp., 6.00%, 08/01/13		900		943
	1,015		957					Iron Mountain, Inc., 6.63%, 01/01/16 (m)		1,015		957
								SunGard Data Systems, Inc.,
	370		376					9.13%, 08/15/13		370		376
	600		604					10.25%, 08/15/15 (m)		600		604

			1,937				943					2,880


								Leisure Equipment & Products — 0.1%
					400		338	Brunswick Corp., 7.38%, 09/01/23		400		338
	450							Steinway Musical Instruments, Inc., 7.00%,		450
			403					03/01/14 (e) (m)				403

			403				338					741


								Machinery — 0.4%
					550		546	Eaton Corp., 5.60%, 05/15/18		550		546
					255		289	Ingersoll-Rand Co., 7.20%, 06/01/25		255		289
					424		408	Ormat Funding Corp., 8.25%, 12/30/20		424		408
								Parker Hannifin Corp.,
					175		176	5.50%, 05/15/18		175		176
					440		449	6.25%, 05/15/38		440		449
					185		190	SPX Corp., 7.63%, 12/15/14 (c) (e)		185		190
	895		884					Terex Corp., 8.00%, 11/15/17 (m)		895		884
					500		485	Valmont Industries, Inc., 6.88%, 05/01/14		500		485
					1,500		1,500	Wabtec Corp., 6.88%, 07/31/13 (c)		1,500		1,500

			884				4,043					4,927


								Marine — 0.1%
					400		390	Stena AB, (Sweden), 7.50%, 11/01/13		400		390
					750		703	Ultrapetrol Bahamas Ltd., (Bahamas), 9.00%, 11/24/14		750		703

							1,093					1,093


								Media — 2.3%
					2,004			Adelphia Communications Corp., 9.38%,		2,004
							168	11/15/09 (d)				168
					500			Block Communications, Inc., 8.25%,		500
							471	12/15/15 (e)				471
								CBS Corp.,
					700		724	7.70%, 07/30/10		700		724
					750		791	8.63%, 08/01/12		750		791
					500			CCH I Holdings LLC / CCH I Holdings Capital		500
							250	Corp., 11.13%, 01/15/14 (c)				250
					414			CCH I LLC / CCH I Capital Corp., 11.00%,		414
							318	10/01/15 (c)				318
	575							CCO Holdings LLC/CCO Holdings Capital Corp.,		575
			542					8.75%, 11/15/13 (m)				542
	215							Charter Communications Operating LLC/Charter		215
			207					Communications Operating Capital, 8.00%, 04/30/12 (e) (m)				207
					240			Comcast Cable Communications Holdings, Inc.,		240
							286	9.46%, 11/15/22				286
					1,500		1,687	Comcast Cable Holdings LLC, 9.80%, 02/01/12		1,500		1,687
								Comcast Corp.,
					850		831	5.90%, 03/15/16		850		831
	930		907					6.95%, 08/15/37 (m)		930		907

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

								Dex Media West LLC/Dex Media Finance Co.,
					750		720	8.50%, 08/15/10		750		720
	1,340		1,032					9.88%, 08/15/13 (m)		1,340		1,032
								Dex Media, Inc.,
					400		236	8.00%, 11/15/13		400		236
	870		505					SUB, 0.00%, 11/15/13 (m)		870		505
								DirecTV Holdings LLC/DirecTV Financing Co.,
	910		858		500		471	6.38%, 06/15/15 (m)		1,410		1,329
					300		299	7.63%, 05/15/16 (e)		300		299
					1,000		1,035	8.38%, 03/15/13		1,000		1,035
								Echostar DBS Corp.,
					750		712	7.00%, 10/01/13		750		712
	1,180		1,086					7.13%, 02/01/16 (m)		1,180		1,086
					1,000		1,145	Historic TW, Inc., 9.15%, 02/01/23		1,000		1,145
								Lamar Media Corp.,
					150		133	6.63%, 08/15/15 (c)		150		133
					750		665	6.63%, 08/15/15		750		665
					800		861	News America Holdings, Inc., 7.75%, 01/20/24		800		861
					600		613	News America, Inc., 6.75%, 01/09/38		600		613
	720		677					Quebecor Media, Inc., (Canada), 7.75%, 03/15/16 (m)		720		677
					352		259	RH Donnelley, Inc., 11.75%, 05/15/15 (e)		352		259
					405		411	Thomson Reuters Corp., (Canada), 5.95%, 07/15/13		405		411
								Time Warner Cable, Inc.,
	820		756					6.55%, 05/01/37 (m)		820		756
	450		452					7.30%, 07/01/38 (m)		450		452
								Time Warner, Inc.,
	1,505		1,489					5.50%, 11/15/11 (m)		1,505		1,489
	1,820		1,783					VAR, 3.03%, 11/13/09 (m)		1,820		1,783
								Time Warner Entertainment Co. LP,
					400		437	8.38%, 03/15/23		400		437
					1,000		1,090	8.88%, 10/01/12		1,000		1,090
					750		854	10.15%, 05/01/12		750		854
					1,800			Valassis Communications, Inc., 6.63%,		1,800
							1,791	01/15/09 (c)				1,791
	250				1,750			Videotron Ltee, (Canada),		2,000
			243				1,700	6.88%, 01/15/14 (m)				1,943

			10,537				18,958					29,495


								Metals & Mining — 1.4%
					370		343	Alcoa, Inc., 5.55%, 02/01/17		370		343
								BHP Billiton Finance USA Ltd., (Australia),
					570		565	4.80%, 04/15/13		570		565
					760		772	5.00%, 12/15/10		760		772
					575		550	5.40%, 03/29/17		575		550
					1,086		947	California Steel Industries, Inc., 6.13%, 03/15/14		1,086		947
					750			FMG Finance Pty Ltd., (Australia), 10.63%,		750
							840	09/01/16 (e)				840
	630							Freeport-McMoRan Copper & Gold, Inc., 8.25%,		630
			661					04/01/15 (m)				661
					781		795	Newmont Gold Co Pass Through Trust, 8.91%, 01/05/09		781		795
	2,235				1,000			Rio Tinto Finance USA Ltd., (Australia),		3,235
			2,254				1,008	5.88%, 07/15/13 (m)				3,262
								Steel Dynamics, Inc.,
					1,500		1,399	6.75%, 04/01/15		1,500		1,399
					300		297	7.38%, 11/01/12		300		297
					1,000		920	Wolverine Tube, Inc., 10.50%, 04/01/09 (c)		1,000		920
	6,720							Xstrata Finance Dubai Ltd., (United Arab		6,720
			6,580					Emirates), VAR, 3.15%, 11/13/09 (e)				6,580

			9,495				8,436					17,931


								Multiline Retail — 0.1%
	310							Neiman-Marcus Group, Inc. (The), PIK, 9.00%,		310
			301					10/15/15 (m)				301
					1,000		906	Nordstrom, Inc., 7.00%, 01/15/38		1,000		906
								Target Corp.,
	415		409					6.50%, 10/15/37 (m)		415		409
					310		320	7.00%, 01/15/38		310		320

			710				1,226					1,936


								Multi-Utilities — 0.6%
					140			Abu Dhabi National Energy Co., (United Arab		140
							142	Emirates), 6.60%, 08/01/13 (e)				142
					1,591		1,646	AES Corp. (The), 8.75%, 05/15/13 (e)		1,591		1,646
								Dominion Resources, Inc.,
	1,350		1,300					5.15%, 07/15/15 (m)		1,350		1,300
					400		412	7.00%, 06/15/38		400		412
	1,170							MidAmerican Energy Holdings Co., 6.50%,		1,170
			1,167					09/15/37 (m)				1,167
	505							Mirant North America LLC, 7.38%,		505
			501					12/31/13 (m)				501
					900		891	NorthWestern Corp., 5.88%, 11/01/14		900		891
					750		724	Reliant Energy, Inc., 7.88%, 06/15/17 (c)		750		724

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

					250		248	Sempra Energy, 6.15%, 06/15/18		250		248
	610							Veolia Environnement, (France), 6.00%,		610
			612					06/01/18 (m)				612

			3,580				4,063					7,643


								Oil, Gas & Consumable Fuels — 2.8%
					750			AmeriGas Partners LP/AmeriGas Eagle Finance		750
							698	Corp., 7.13%, 05/20/16				698
								Anadarko Petroleum Corp.,
	720		662					6.45%, 09/15/36 (m)		720		662
	2,240		2,221					VAR, 3.18%, 09/15/09 (m)		2,240		2,221
	890							Canadian Natural Resources Ltd., (Canada),		890
			820					6.25%, 03/15/38 (m)				820
								Chesapeake Energy Corp.,
	430		400					6.50%, 08/15/17 (m)		430		400
					250		240	6.88%, 01/15/16 (c)		250		240
	270		267					7.00%, 08/15/14 (m)		270		267
					500		505	7.50%, 09/15/13 (c)		500		505
	2,448							Citic Resources Finance Ltd., (Bermuda),		2,448
			2,240					6.75%, 05/15/14 (e) (m)				2,240
					425		490	Conoco Funding Co., (Canada), 7.25%, 10/15/31		425		490
								ConocoPhillips,
					600		591	5.90%, 05/15/38		600		591
					3,000		3,259	8.75%, 05/25/10		3,000		3,259
					1,800		1,783	El Paso Corp., 6.88%, 06/15/14		1,800		1,783
	740		704					EnCana Corp., (Canada), 6.63%, 08/15/37 (m)		740		704
	1,440							Enterprise Operating Products LP, 6.30%,		1,440
			1,437					09/15/17 (m)				1,437
								Gaz Capital S.A. for Gazprom, (Russia),
	2,740		2,340		100		86	7.29%, 08/16/37 (e) (m)		2,840		2,426
					180		154	7.29%, 08/16/37		180		154
	1,514		1,505		1,071		1,064	Gazprom International S.A., (Russia), 7.20%, 02/01/20		2,585		2,569
					675		593	Holly Energy Partners LP, 6.25%, 03/01/15		675		593
					390			KazMunaiGaz Finance Sub BV, (Netherlands),		390
							398	9.13%, 07/02/18 (e)				398
	180							Kinder Morgan Energy Partners LP, 6.50%,		180
			168					02/01/37 (m)				168
					250		271	Marathon Oil Canada Corp., (Canada), 8.38%, 05/01/12		250		271
					400		396	Marathon Oil Corp., 6.00%, 10/01/17		400		396
	665		596					Nexen, Inc., (Canada), 6.40%, 05/15/37 (m)		665		596
					435		475	Norsk Hydro ASA, (Norway), 7.15%, 11/15/25		435		475
	1,535		1,549					ONEOK Partners LP, 5.90%, 04/01/12 (m)		1,535		1,549
					1,000			OPTI Canada, Inc., (Canada), 8.25%,		1,000
							999	12/15/14 (c)				999
								Petro-Canada, (Canada),
					400		381	6.80%, 05/15/38		400		381
					335		358	7.88%, 06/15/26		335		358
					205			Petroleos de Venezuela S.A., (Venezuela),		205
							139	5.25%, 04/12/17				139
					250		258	Premcor Refining Group, Inc. (The), 7.50%, 06/15/15		250		258
	1,853		1,895					Qatar Petroleum, (Qatar), 5.58%, 05/30/11 (e) (m)		1,853		1,895
					25		24	Range Resources Corp., 7.25%, 05/01/18 (c)		25		24
	1,345							Ras Laffan Liquefied Natural Gas Co., Ltd. III,		1,345
			1,319					(Qatar), 5.83%, 09/30/16 (e) (m)				1,319
					500		442	Sabine Pass LNG LP, 7.25%, 11/30/13 (c)		500		442
					200		205	Southwestern Energy Co., 7.50%, 02/01/18 (e)		200		205
	685				815			Suncor Energy, Inc., (Canada),		1,500
			686				816	6.85%, 06/01/39 (m)				1,502
					1,000		898	Swift Energy Co., 7.13%, 06/01/17		1,000		898
					825		833	Ultramar Diamond Shamrock Corp., 6.75%, 10/15/37		825		833
	680		600					Valero Energy Corp., 6.63%, 06/15/37 (m)		680		600
					250		254	Williams Cos., Inc., 6.38%, 10/01/10 (c) (e)		250		254
	960		865					XTO Energy, Inc., 6.38%, 06/15/38		960		865

			20,274				16,610					36,884


								Paper & Forest Products — 0.2%
					100			Abitibi-Consolidated Co. of Canada, (Canada),		100
							41	8.38%, 04/01/15 (c)				41
					410		152	Abitibi-Consolidated, Inc., (Canada), 8.85%, 08/01/30		410		152
								Domtar Corp.,
					500		482	7.13%, 08/15/15		500		482
					250		257	7.88%, 10/15/11		250		257
								Georgia-Pacific LLC,
	345		321					7.00%, 01/15/15 (e) (m)		345		321
					875		812	7.13%, 01/15/17 (c) (e)		875		812
	285		266					7.70%, 06/15/15 (m)		285		266

			587				1,744					2,331


								Pharmaceuticals — 0.5%
					400		405	Abbott Laboratories, 6.15%, 11/30/37		400		405
								AstraZeneca plc, (United Kingdom),
					504		520	5.40%, 09/15/12		504		520

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

					678		697	5.40%, 06/01/14		678		697
					500			Elan Finance plc/Elan Finance Corp., (Ireland),		500
							461	VAR, 6.80%, 11/15/11				461
	1,035		1,036		920		921	GlaxoSmithKline Capital, Inc., 6.38%, 05/15/38 (m)		1,955		1,957
					1,000		954	Schering-Plough Corp., 6.55%, 09/15/37		1,000		954
								Wyeth,
					810		826	5.50%, 02/01/14		810		826
					555		562	5.50%, 02/15/16		555		562

			1,036				5,346					6,382


								Real Estate Investment Trusts (REITs) — 0.3%
								Host Hotels & Resorts LP,
	115		100					6.38%, 03/15/15 (m)		115		100
	530		500					7.13%, 11/01/13 (m)		530		500
								HRPT Properties Trust,
					375		337	6.25%, 08/15/16		375		337
					300		270	6.65%, 01/15/18		300		270
								iStar Financial, Inc.,
					250		241	4.88%, 01/15/09		250		241
					250		199	6.00%, 12/15/10		250		199
								Simon Property Group LP,
					340		323	5.63%, 08/15/14		340		323
					905		883	6.10%, 05/01/16		905		883
					500		528	Ventas Realty LP/Ventas Capital Corp., 9.00%, 05/01/12		500		528

			600				2,781					3,381


								Real Estate Management & Development — 0.1%
					250		248	ERP Operating LP, 4.75%, 06/15/09		250		248
					750		675	Forest City Enterprises, Inc., 7.63%, 06/01/15		750		675

							923					923


								Road & Rail — 0.4%
					350			Avis Budget Car Rental LLC/Avis Budget		350
							239	Finance, Inc., 7.75%, 05/15/16				239
					786			Burlington Northern and Santa Fe Railway Co.		786
							869	2000 Pass Through Trust, 7.91%, 01/15/20				869
					500		526	Burlington Northern Santa Fe Corp., 7.13%, 12/15/10		500		526
					280		343	Canadian Pacific Ltd., (Canada), 9.45%, 08/01/21		280		343
								Erac USA Finance Co.,
					250		212	6.38%, 10/15/17 (e)		250		212
					800		595	6.70%, 06/01/34 (e)		800		595
	105		99					Hertz Corp. (The), 8.88%, 01/01/14 (m)		105		99
								Kansas City Southern de Mexico S.A. de C.V., (Mexico),
					352		343	7.38%, 06/01/14		352		343
					350		343	7.63%, 12/01/13		350		343
	195		156					RSC Equipment Rental, Inc., 9.50%, 12/01/14 (m)		195		156
					350		332	Union Pacific Corp., 4.88%, 01/15/15		350		332
								United Rentals North America, Inc.,
					750		669	6.50%, 10/06/08		750		669
	7		6					6.50%, 02/15/12 (m)		7		6

			261				4,471					4,732


								Semiconductors & Semiconductor Equipment — 0.2%
	265		207					Freescale Semiconductor, Inc., PIK, 9.13%, 12/15/14 (m)		265		207
					1,300			MagnaChip Semiconductor S.A./MagnaChip		1,300
								Semiconductor Finance Co., (Luxembourg),
							754	6.88%, 12/15/11 (c)				754
								NXP BV/NXP Funding LLC, (Netherlands),
					1,125		922	7.88%, 10/15/14		1,125		922
					375		292	VAR, 5.54%, 10/15/13		375		292
	780							Sensata Technologies BV, (Netherlands),		780
			663					8.00%, 05/01/14 (m)				663
					500		348	Spansion, Inc., VAR, 5.81%, 06/01/13 (c) (e)		500		348

			870				2,316					3,186


								Software — 0.2%
	310		220					Open Solutions, Inc., 9.75%, 02/01/15 (e) (m)		310		220
								Oracle Corp.,
					1,000		996	5.25%, 01/15/16		1,000		996
	575		581		1,030		1,041	6.50%, 04/15/38 (m)		1,605		1,622

			801				2,037					2,838


								Specialty Retail — 0.2%
					1,000		900	ACE Hardware Corp., 9.13%, 06/01/16 (c) (e)		1,000		900
					500		495	Brown Shoe Co., Inc., 8.75%, 05/01/12		500		495
					775		705	Collective Brands, Inc., 8.25%, 08/01/13		775		705
	285		288					Sally Holdings LLC, 9.25%, 11/15/14 (m)		285		288

			288				2,100					2,388


								Textiles, Apparel & Luxury Goods — 0.0% (g)
	650		562					Hanesbrands, Inc., VAR, 6.51%, 12/15/14 (m)		650		562

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund			JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION		Combined Pro Forma		Combined Pro Forma

Principal Amount		Value			Principal Amount		Value				Principal Amount		Value

									Thrifts & Mortgage Finance — 0.7%
	2,600								Bancaja U.S. Debt S.A.U., (Spain), VAR, 2.94%,			2,600
			2,517						07/10/09 (e) (m)					2,517
									Countrywide Financial Corp.
						500		486	VAR, 0.00%, 04/15/37			500		486
	185		180						VAR, 3.02%, 03/24/09 (m)			185		180
						700		627	Countrywide Home Loans, Inc., 4.00%, 03/22/11			700		627
	560		538						Sovereign Bancorp, Inc., VAR, 2.96%, 03/01/09 (m)			560		538
						2,000		1,977	Wachovia Mortgage FSB, 4.50%, 06/15/09			2,000		1,977
	1,120		943						Washington Mutual Bank, VAR, 2.89%, 05/01/09 (m)			1,120		943
									Washington Mutual, Inc.,
						2,375		1,698	4.20%, 01/15/10			2,375		1,698
						455		232	7.25%, 11/01/17			455		232

			4,178					5,020						9,198


									Tobacco — 0.1%
						750		763	Alliance One International, Inc., 11.00%, 05/15/12			750		763
	585		575						Philip Morris International, Inc., 6.38%, 05/16/38 (m)			585		575

			575					763						1,338


									Water Utilities — 0.1%
						925		895	American Water Capital Corp., 6.09%, 10/15/17			925		895


									Wireless Telecommunication Services — 0.4%
	365		362						Cricket Communications, Inc., 9.38%, 11/01/14 (m)			365		362
	560		555						MetroPCS Wireless, Inc., 9.25%, 11/01/14 (m)			560		555
						1,750		1,872	New Cingular Wireless Services, Inc., 7.88%, 03/01/11			1,750		1,872
	985		999						Rogers Communications, Inc., (Canada), 6.80%, 08/15/18 (m)			985		999
						250		260	Rural Cellular Corp., 8.25%, 03/15/12			250		260
						855		808	Vodafone Group plc, (United Kingdom), 5.00%, 09/15/15			855		808

			1,916					2,940						4,856

			162,560					362,949	Total Corporate Bonds (Cost $177,302, $379,894 and $557,196, respectively)					525,509


									Foreign Government Securities — 2.9%
				EGP		1,520		262	Arab Republic of Egypt, (Egypt), 8.75%, 07/18/12 (e)	EGP		1,520		262
						200			Banco Nacional de Desenvolvimento Economico			200
								202	e Social, (Brazil), VAR, 6.37%, 06/16/18 (e)					202
	2,480								Barclays Bank plc, VAR, 0.00%, 04/07/10			2,480
			1,776						(linked to Government of Ghana, VAR, 0.00%, 04/07/10) (e) (i)					1,776
	2,100								Citigroup Funding, Inc., 15.00%, 03/12/12			2,100
			1,687						(linked to Dominican Republic Government Bond, 15.00%, 03/09/12) (e) (i)					1,687
						370			Citigroup Funding, Inc. 15.00%, 03/12/12			370
								324	(linked to Dominican Republic Government Bond, 15.00%, 03/12/12)					324
						90			Citigroup Funding, Inc. VAR, 0.00% (linked			90
								89	to Republic of Nigeria, VAR, 0.00%, 12/17/10) (e) (i)					89
	1,610			TRY		910			Credit Suisse, Nassau Branch, 14.00%, 01/19/11	TRY		2,520
			1,248					719	(linked to Republic of Turkey Government Bond, 14.00%, 01/19/11) (e)					1,967
						650			Credit Suisse First Boston International for			650
								607	CJSC The EXIM of Ukraine, (Ukraine), 7.65%, 09/07/11					607
						120			CS International for City of Kiev Ukraine,			120
								114	(Ukraine), 8.25%, 11/26/12 (e)					114
									Federal Republic of Brazil, (Brazil),
	1,745		1,947			425		474	8.00%, 01/15/18			2,170		2,421
						97		121	8.25%, 01/20/34			97		121
						520		645	8.88%, 10/14/19			520		645
	1,155		1,958			155		263	12.25%, 03/06/30			1,310		2,221
				BRL		590		390	12.50%, 01/05/22	BRL		590		390
						100			Government of Barbados, (Barbados), 6.63%,			100
								96	12/05/35 (e)					96
	1,440					680			Government of Ukraine, (Ukraine), 6.58%,			2,120
			1,226					579	11/21/16 (e)					1,805
				BRL		1,825			HSBC Bank USA, N.A. VAR, 0.00%, 01/01/17	BRL		1,825
								946	(linked to Brazilian Real Notes, VAR, 0.00%, 01/01/17) (i)					946
	1,970		2,194			100		111	IIRSA Norte Finance Ltd., (Peru), 8.75%, 05/30/24			2,070		2,305
				MXN		705		72	Mexican Bonos, (Mexico), 9.50%, 12/18/14	MXN		705		72
	900								National Agricultural Cooperative Federation,			900
			906						(South Korea), VAR, 5.75%, 06/18/14					906
				ARS		80			Notas del Banco Central de la Republica	ARS		80
								26	Argentina, (Argentina), VAR, 17.65%, 02/10/10					26
						570			Petroleos de Venezuela S.A., (Venezuela),			570
								325	5.38%, 04/12/27					325
									Republic of Argentina, (Argentina),
				ARS		237		86	VAR, 0.00%, 02/04/18	ARS		237		86
				ARS		120		43	VAR, 0.00%, 12/31/33	ARS		120		43

See notes to pro forma financial statements


JPMorgan Bond Fund			JPMorgan Bond Fund			JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma			Combined Pro Forma

Principal Amount			Value			Principal Amount		Value			Principal Amount			Value

	3,810			1,796						VAR, 3.00%, 04/30/13		3,810			1,796
							890		354	VAR, 3.13%, 08/03/12		890			354
							100		86	7.00%, 03/28/11		100			86
							606		451	8.28%, 12/31/33		606			451
										Republic of Colombia, (Colombia),
							60		88	11.75%, 02/25/20		60			88
						COP	200,000		110	12.00%, 10/22/15	COP	200,000			110
							175		224	Republic of Costa Rica, (Costa Rica), 10.00%, 08/01/20		175			224
							345		305	Republic of Ecuador, (Ecuador), SUB, 10.00%, 02/15/09		345			305
							45			Republic of El Salvador, (El Salvador), 8.25%,		45
									49	04/10/32 (e)					49
							380			Republic of Gabon, (Gabon), 8.20%,		380
									388	12/12/17 (e)					388
										Republic of Guatemala, (Guatemala),
							173		198	8.13%, 10/06/34		173			198
	1,730			1,950			250		282	9.25%, 08/01/13		1,980			2,232
	1,790			2,005						10.25%, 11/08/11		1,790			2,005
										Republic of Indonesia, (Indonesia),
							498		502	6.75%, 03/10/14		498			502
							300		321	8.50%, 10/12/35		300			321
							270		199	Republic of Iraq, (Iraq), 5.80%, 01/15/28		270			199
							150		153	Republic of Panama, (Panama), 6.70%, 01/26/36		150			153
										Republic of Peru, (Peru),
						PEN	333		98	6.90%, 08/12/37	PEN	333			98
							83		97	8.38%, 05/03/16		83			97
							158		205	8.75%, 11/21/33		158			205
							288		356	9.88%, 02/06/15		288			356
										Republic of Philippines, (Philippines),
							175		192	7.75%, 01/14/31		175			192
							290		319	8.25%, 01/15/14		290			319
							175		165	Republic of Turkey, (Turkey), 6.88%, 03/17/36		175			165
										Republic of Uruguay, (Uruguay),
						UYU	8,000		403	3.70%, 06/26/37	UYU	8,000			403
							170		172	7.63%, 03/21/36		170			172
										Republic of Venezuela, (Venezuela),
							270		207	7.65%, 04/21/25		270			207
							562		492	9.38%, 01/13/34		562			492
							690		712	10.75%, 09/19/13		690			712
							350			RSHB Capital S.A. for OJSC Russian Agricultural		350
									334	Bank, (Russia), VAR, 6.97%, 09/21/16					334
										Russian Federation, (Russia),
	380			667			310		544	12.75%, 06/24/28		690			1,211
	596			664			182		203	SUB, 7.50%, 03/31/30		778			867
										United Mexican States, (Mexico),
							166		161	6.05%, 01/11/40		166			161
						MXN	1,000		96	8.00%, 12/19/13	MXN	1,000			96
	1,710			2,061						8.00%, 09/24/22		1,710			2,061
						MXN	2,000		220	10.00%, 12/05/24	MXN	2,000			220
										Total Foreign Government Securities (Cost $23,497, $15,886 and $39,383, respectively)
				22,085					15,180						37,265


										Mortgage Pass-Through Securities — 15.9%
										Federal Home Loan Mortgage Corp.,
							418		420	ARM, 6.12%, 05/01/37		418			420
							2,122		2,175	ARM, 6.15%, 10/01/37		2,122			2,175
										Federal Home Loan Mortgage Corp. Gold Pools, 15 Year, Single Family,
							5,689		5,399	4.00%, 08/01/18 – 05/01/19		5,689			5,399
							2,009		1,977	4.50%, 10/01/18		2,009			1,977
	79			81						6.00%, 02/01/11 – 04/01/11 (m)		79			81
							1,488		1,555	6.50%, 07/01/14		1,488			1,555
							342		355	7.00%, 06/01/09 – 06/01/11		342			355
							93		96	7.50%, 09/01/10 – 05/01/11		93			96
							27		28	8.50%, 06/01/10		27			28
										Federal Home Loan Mortgage Corp. Gold Pools, 20 Year, Single Family,
							3,206		3,336	6.50%, 11/01/22 – 03/01/26		3,206			3,336
							782		820	7.00%, 01/01/27		782			820
										Federal Home Loan Mortgage Corp. Gold Pools, 30 Year, Single Family,
							681		619	4.00%, 09/01/33		681			619
							2,147		2,129	5.50%, 07/01/35		2,147			2,129
	83			84			475		483	6.00%, 02/01/29 - 01/01/35 (m)		558			567
							2,581		2,666	6.50%, 01/01/24 – 11/01/36		2,581			2,666
	26			28			1,634		1,717	7.00%, 09/01/24 – 10/01/36 (m)		1,660			1,745
	58			63			263		283	7.50%, 10/01/19 – 10/01/30 (m)		321			346
	43			46			240		261	8.00%, 08/01/27 – 03/01/30 (m)		283			307
	—	(h)		—	(h)					9.75%, 11/01/08 (m)		—	(h)		—	(h)
	1,500			1,441						TBA, 5.00%, 09/15/38		1,500			1,441
	6,545			6,435						TBA, 5.50%, 10/15/38		6,545			6,435
	6,510			6,563						TBA, 6.00%, 09/15/38		6,510			6,563

See notes to pro forma financial statements


JPMorgan Bond Fund			JPMorgan Bond Fund			JPMorgan Core Plus Bond Fund			JPMorgan Core Plus Bond Fund			SECURITY DESCRIPTION	Combined Pro Forma			Combined Pro Forma

Principal Amount			Value			Principal Amount			Value				Principal Amount			Value

							534					Federal Home Loan Mortgage Corp. Gold Pools, Other,		534
										551		7.00%, 12/01/14 – 03/01/16					551
												Federal Home Loan Mortgage Corp., 30 Year, Single Family,
							9			10		7.50%, 02/01/17 – 06/01/17		9			10
							5			5		8.00%, 08/01/09 – 02/01/10		5			5
							1			1		10.25%, 06/01/09		1			1
							21			24		12.00%, 08/01/15 – 07/01/19		21			24
							1			1		13.00%, 06/01/14		1			1
							—	(h)		—	(h)	13.50%, 01/01/11		—	(h)		—	(h)
							—	(h)		—	(h)	14.50%, 12/01/10 – 03/01/11		—	(h)		—	(h)
							—	(h)		—	(h)	14.75%, 03/01/10		—	(h)		—	(h)
							1			1		15.00%, 03/01/11		1			1
												Federal National Mortgage Association,
							655			655		ARM, 4.12%, 01/01/34		655			655
							856			865		ARM, 4.27%, 05/01/35		856			865
							2,146			2,193		ARM, 5.80%, 04/01/37		2,146			2,193
							506			518		ARM, 5.90%, 06/01/37		506			518
							1,499			1,516		ARM, 5.97%, 02/01/37		1,499			1,516
							1,972			2,018		ARM, 6.14%, 07/01/37		1,972			2,018
							27			27		ARM, 6.75%, 10/01/33		27			27
												Federal National Mortgage Association, 15 Year, Single Family,
							10,584			9,860		3.50%, 09/01/18 – 07/01/19		10,584			9,860
							7,858			7,490		4.00%, 07/01/18 – 12/01/18		7,858			7,490
							797			786		4.50%, 07/01/18		797			786
							4,310			4,322		5.00%, 05/01/18 – 11/01/18		4,310			4,322
							2,850			2,903		5.50%, 08/01/17 – 07/01/20		2,850			2,903
							2,324			2,392		6.00%, 01/01/14 – 09/01/19		2,324			2,392
							266			276		6.50%, 05/01/13		266			276
							—	(h)		—	(h)	7.00%, 03/01/15		—	(h)		—	(h)
							63			64		7.50%, 02/01/12		63			64
							137			144		8.00%, 01/01/16		137			144
							195			200		8.50%, 11/01/11		195			200
	11,500			11,137								TBA, 4.50%, 09/25/23		11,500			11,137
	43,000			43,349								TBA, 5.50%, 09/25/23		43,000			43,349
	7,600			7,783								TBA, 6.00%, 09/25/23		7,600			7,783
							1,887					Federal National Mortgage Association, 20 Year,		1,887
										1,969		Single Family, 6.50%, 11/01/18					1,969
												Federal National Mortgage Association, 30 Year,
												Single Family,
							5,975			5,935		5.50%, 12/01/28 – 03/01/34		5,975			5,935
	1,011			1,030			1,020			1,035		6.00%, 09/01/33 – 01/01/34 (m)		2,031			2,065
	811			836			1,290			1,340		6.50%, 04/01/28 – 08/01/29		2,101			2,176
	232			243			11			11		7.00%, 03/01/28 – 03/01/35 (m)		243			254
	26			28			172			185		7.50%, 09/01/25 – 03/01/35 (m)		198			213
	—	(h)		—	(h)							8.00%, 08/01/22 (m)		—	(h)		—	(h)
	—	(h)		—	(h)		129			140		8.50%, 10/01/25 - 12/01/25 (m)		129			140
							9			9		9.00%, 01/01/19 – 04/01/25		9			9
							55			61		12.50%, 01/01/16		55			61
	19,135			18,896								TBA, 5.50%, 09/25/38		19,135			18,896
	13,090			13,217								TBA, 6.00%, 09/25/38		13,090			13,217
							1,830					Federal National Mortgage Association, 7 Year,		1,830
										1,816		Balloon, 3.50%, 09/01/10					1,816
							730					Federal National Mortgage Association,		730
										726		FHA/VA, 5.50%, 08/01/34					726
												Federal National Mortgage Association, Other,
							5,339			5,289		4.00%, 09/01/13 (m)		5,339			5,289
	496			495								4.96%, 11/01/08 (m)		496			495
							432			418		5.00%, 08/01/33		432			418
							1,410			1,429		5.50%, 09/01/17		1,410			1,429
							1,535			1,582		6.50%, 04/01/36 – 07/01/36		1,535			1,582
							2,850					Federal National Mortgage Association, Other,		2,850
										2,742		Single Family, 5.00%, 12/01/32					2,742
												Government National Mortgage Association II, 30 Year, Single Family,
							30			31		6.50%, 02/20/29		30			31
							170			182		7.50%, 08/20/25 – 07/20/27		170			182
							201			219		8.00%, 08/20/26 – 08/20/28		201			219
												Government National Mortgage Association, 30 Year, Single Family,
							785			814		6.50%, 02/15/28 – 10/15/29		785			814
	455			484			270			288		7.00%, 01/15/23 – 09/15/31 (m)		725			772
							237			253		7.25%, 07/15/21 – 01/15/28		237			253
							168			181		7.50%, 10/15/22 – 09/15/29		168			181
							10			11		7.75%, 02/15/27		10			11
							10			11		8.50%, 11/15/25		10			11
	1			1			206			226		9.00%, 04/15/16 – 01/15/25		207			227
							5			6		10.00%, 11/15/20		5			6
							4			4		13.00%, 01/15/15		4			4
	2,800			2,841								TBA, 6.00%, 09/15/38		2,800			2,841

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount		Value

	3,700		3,811					TBA, 6.50%, 09/15/38		3,700		3,811
								Total Mortgage Pass-Through Securities (Cost $116,687, $88,111 and $204,798, respectively)
			118,892				88,054					206,946


								Municipal Bond — 0.2%
								Illinois — 0.2%
					1,960		1,829	State of Illinois, Taxable Pension, 5.10%, 06/01/33 (Cost $0, $1,960 and $1,960, respectively)		1,960		1,829

								Private Placements — 1.1%
	2,855							81 Irving Place, Irving Tenants Corp., Secured by First Mortgage and Agreement on Co-op		2,855
			2,966					Apartment Building in New York City, 6.95%, 01/01/29 (f) (i)				2,966
	10,286							200 East 57th St., 200 East Tenants Corp., Secured by First Mortgage and Agreement on Co-op Apartment Building in New York City,		10,286
			10,675					6.50%, 01/01/14 (f) (i)				10,675
	712							200 East 57th St., 200 East Tenants Corp., Secured by Second Mortgage and Agreement on Co-op Apartment Building in New York		712
			742					City, 6.72%, 01/01/13 (f) (i)				742
								Total Private Placements (Cost $13,853, $0 and $13,853, respectively)				��
			14,383									14,383


								Supranational — 0.3%
					600		593	Corp. Andina de Fomento, 5.20%, 05/21/13		600		593
	2,240		2,326					European Investment Bank, 4.88%, 02/16/16 (m)		2,240		2,326
								Total Supranationals (Cost $2,237, $599 and $2,836, respectively)
			2,326				593					2,919

								U.S. Government Agency Securities — 0.2%
					2,000		2,480	Federal National Mortgage Association, 8.20%, 03/10/16		2,000		2,480
					508		533	New Valley Generation II, 5.57%, 05/01/20		508		533

							3,013	Total U.S. Government Agency Securities (Cost $0, $2,433 and $2,433, respectively)				3,013


								U.S. Treasury Obligations — 6.7%
								U.S. Treasury Bonds,
	550		601					5.00%, 05/15/37 (m)		550		601
					3,500		4,539	7.13%, 02/15/23 (c)		3,500		4,539
	100		124					7.25%, 05/15/16 (k)		100		124
					2,700		3,523	7.25%, 08/15/22		2,700		3,523
					8,275		11,368	8.00%, 11/15/21		8,275		11,368
					5,000		6,894	8.13%, 05/15/21 (m)		5,000		6,894
					7,500		10,368	8.13%, 08/15/21		7,500		10,368
					2,500		3,444	8.88%, 08/15/17 (m)		2,500		3,444
					5,000		7,079	9.00%, 11/15/18 (m)		5,000		7,079
					5,125		7,268	9.13%, 05/15/18 (m)		5,125		7,268
								U.S. Treasury Bonds Coupon STRIPS,
					308		266	05/15/13 (c)		308		266
					2,000		1,623	11/15/14 (c)		2,000		1,623
					2,425		1,870	11/15/15		2,425		1,870
					3,900		2,914	05/15/16 (c)		3,900		2,914
					13,990		9,875	05/15/17 (c)		13,990		9,875
					165		115	08/15/17 (c)		165		115
					4,330		2,981	11/15/17		4,330		2,981
					555		373	05/15/18 (c)		555		373
					1,353		1,667	U.S. Treasury Inflation Indexed Bonds, 3.63%, 04/15/28		1,353		1,667
	525							U.S. Treasury Inflation Indexed Notes, 2.13%,		525
			525					04/30/10 (k) (m)				525
								U.S. Treasury Notes,
	370		367					1.75%, 03/31/10 (k)		370		367
	545		543					2.00%, 02/28/10 (k) (m)		545		543
	355		359					2.88%, 06/30/10 (k) (m)		355		359
	175		177					3.38%, 10/15/09 (k)		175		177
	810		826					3.50%, 02/15/10 (k) (m)		810		826
	465		456					3.50%, 02/15/18 (m)		465		456
	670		678					3.88%, 05/15/09 (k) (m)		670		678
	3,460		3,480					3.88%, 05/15/18 (m)		3,460		3,480
	340		355					4.00%, 02/15/15 (k)		340		355
	775		787					4.00%, 08/15/18 (m)		775		787
	520		523		55		55	4.38%, 11/15/08 (k) (m)		575		578
	435		459					4.50%, 09/30/11 (k) (m)		435		459
	85		87					4.63%, 07/31/09 (k)		85		87
	465		477					4.88%, 08/15/09 (k) (m)		465		477
								Total U.S. Treasury Obligations (Cost $10,647, $65,667 and $76,314, respectively)
			10,824				76,222					87,046

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Principal Amount		Value		Principal Amount		Value			Principal Amount			Value

								Loan Participations & Assignments — 3.1%
								Aerospace & Defense — 0.1%
					107			Hawker Beechcraft Acquisition Company LLC,		107
							100	Letter of Credit, 4.80%, 03/26/14				100
					1,827			Hawker Beechcraft Acquisition Company LLC,		1,827
							1,704	Term Loan, 4.80%, 03/26/14				1,704

							1,804					1,804


								Airlines — 0.1%
								Delta Air Lines, Inc., 1st Lien Term Loan,
					55		46	2.31%, 04/30/12		55		46
					935		781	4.47%, 04/30/12		935		781

							827					827


								Auto Components — 0.1%
								Allison Transmission, Term Loan B,
	541		484					5.22%, 08/07/14		541		484
	355		318					5.45%, 08/07/14		355		318
	81		72					5.56%, 08/07/14		81		72
					46			Delphi Corp., Subsequent Tranche C,		46
							38	8.50%, 12/31/08				38
					454		447	Delphi Corp., Term Loan C, 8.50%, 12/31/49		454		447

			874				485					1,359


								Automobiles — 0.1%
					1,479		1,147	Ford Motor Co., Term Loan B, 5.47%, 12/15/13		1,479		1,147


								Building Products — 0.3%
					2,916		2,683	Associated Materials, Inc., Term Loan, 4.97%, 08/29/10		2,916		2,683
					73			Jacuzzi Brands Corp., 1st Lien Letter of Credit,		73
							49	2.70%, 02/17/14				49
					824			Jacuzzi Brands Corp., 1st Lien Term Loan		824
							547	5.29%, 02/07/14				547

							3,279					3,279


								Chemicals — 0.1%
					996		860	BOC Edwards, 1st Priority Lien, 4.81%, 05/31/14		996		860
					498			Millenium Inorganic Chemical, 1st Lien, 5.30%,		498
							425	01/26/13 (i)				425

							1,285					1,285


								Commercial Services & Supplies — 0.2%
					60			ARAMARK Corp., Letter of Credit Facility		60
							57	Deposit, 3.18%, 01/26/14				57
					940		891	ARAMARK Corp., Term Loan, 4.68%, 01/26/14		940		891
								Clarke American Corp., Term Loan B,
					591		486	5.29%, 04/01/14		591		486
					1,416		1,165	5.30%, 04/01/14		1,416		1,165
					483		397	5.30%, 05/01/14		483		397

							2,996					2,996


								Electric Utilities — 0.1%
								Texas Competitive Electric Holdings Co. LLC,
								Initial Tranche B-2 Term Loan,
	258		241					5.96%, 10/10/14		258		241
	10		9		15		14	6.17%, 10/14/14		25		23
	724		674					6.30%, 10/10/14		724		674

			924				14					938


								Health Care Equipment & Supplies — 0.1%
					993		973	Biomet, Inc., 1st Lien Term Loan, 5.80%, 03/15/15		993		973


								Health Care Providers & Services — 0.2%
								Community Health Systems, Inc., Term Loan,
					164		155	4.72%, 07/02/14		164		155
					516		488	5.06%, 07/02/14		516		488
					591		554	HCA, Inc., Term Loan B, 5.05%, 11/18/13		591		554
					22		20	IASIS Healthcare Corp., Letter of Credit, 2.39%, 03/15/14		22		20
					237		221	IASIS Healthcare Corp., Term Loan, 4.47%, 03/14/14		237		221
					239			IASIS Healthcare, Delayed Draw Term Loan,		239
							223	4.47%, 03/14/14				223
					746			Vanguard Health Holding Co., Replacement		746
							718	Term Loan, 5.05%, 09/23/11				718

							2,379					2,379


								Hotels, Restaurants & Leisure — 0.2%
					500			Fontainebleau Las Vegas Holdings LLC, Delayed		500
							389	Draw Term Loan B, Zero Coupon, 06/06/14				389
					500			Fontainebleau Las Vegas, Initial Term Loan,		500
							389	5.92%, 06/06/14				389
					995			Herbst Gaming, Term Loan B,		995
							660	9.75%, 01/03/14				660

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund			JPMorgan Core Plus Bond Fund			SECURITY DESCRIPTION	Combined Pro Forma			Combined Pro Forma

Principal Amount		Value		Principal Amount			Value				Principal Amount				Value

					176					Isle of Capri Casinos, Inc., Delayed Draw Term		176
								150		Loan A, 4.55%, 11/30/13					150
					233					Isle of Capri Casinos, Inc., Delayed Draw Term		233
								199		Loan B, 4.55%, 11/30/13					199
					582			499		Isle of Capri Casinos, Inc., Term Loan B, 4.55%, 11/30/13		582			499
					667			646		Venetian Macau, Term Loan B, 5.06%, 05/25/13		667			646

								2,932							2,932


										Household Products — 0.1%
										Spectrum Brands, Inc., Term B Loan,
					999			844		6.67%, 03/30/13		999			844
					446			377		6.79%, 03/30/13		446			377
					198			167		6.79%, 04/02/13		198			167
					298			251		6.80%, 03/30/13		298			251
					24			20		Spectrum Brands, Letter of Credit, 2.31%, 03/30/13		24			20

								1,659							1,659


										Independent Power Producers & Energy Traders — 0.5%
					3,342			3,102		Capline Corp., First Priority Lien, 5.69%, 03/29/14		3,342			3,102
					293					NRG Energy, Inc. (Opco), Credit-Linked Deposit,		293
								278		2.70%, 02/01/13					278
					1,873			1,777		NRG Energy, Inc. (Opco), Term Loan B, 4.30%, 02/01/13		1,873			1,777
										TXU, Initial Tranche B-2 Term Loan,
					387			361		5.96%, 10/10/14		387			361
					1,086			1,011		6.30%, 10/10/14		1,086			1,011

								6,529							6,529


										IT Services — 0.2%
					993			923		CompuCom Systems, Term Loan, 5.97%, 09/01/14		993			923
										First Data Corp., Initial Tranche B1 Term Loan,
	901		826		361			331		5.22%, 09/24/14		1,262			1,157
	91		84		36			33		5.55%, 09/24/14		127			117
					595					First Data Corp., Initial Tranche B3,		595
								546		5.55%, 09/24/14					546

			910					1,833							2,743


										Media — 0.3%
					28			26		Cenveo Corp., Delayed Draw Term Loan, 4.55%, 06/21/13		28			26
					967			901		Cenveo Corp., Term Loan C, 4.55%, 12/31/49		967			901
										Charter Communications, 1st Lien,
					3			2		4.67%, 04/18/13		3			2
					993			867		4.80%, 03/06/14		993			867
										Idearc, Inc., Term Loan B,
					64			45		4.47%, 11/17/14		64			45
					1,429			1,002		4.80%, 11/17/14		1,429			1,002
					696			634		Newport Television LLC, Term Loan, 8.00%, 09/14/16		696			634
										Univision Communications, Inc., 1st Lien
										Initial Term Loan,
					30			24		4.72%, 09/16/14		30			24
					470			378		5.05%, 09/20/14		470			378

								3,879							3,879


										Paper & Forest Products — 0.2%
					1,734					Abitibi — Consolidated, Term Loan, (Canada),		1,734
								1,732		11.50%, 03/31/09					1,732
					498			485		New Page Corp., Term Loan, 6.56%, 12/21/14		498			485

								2,217							2,217


										Textiles, Apparel & Luxury Goods — 0.0% (g)
										Polymer Group, Inc., Term Loan B,
					30			28		4.72%, 11/22/12		30			28
					419			381		5.06%, 11/22/12		419			381

								409							409


										Wireless Telecommunication Services — 0.2%
	1,696				993					Alltel Communications, Tranche B-2 Term Loan,		2,689
			1,676					990		5.56%, 05/16/15					2,666


			4,384					35,637		Total Loan Participations & Assignments (Cost $4,472, $37,427 and $41,899, respectively)					40,021


Shares				Shares								Shares

										Common Stocks — 0.0% (g)
										Airlines — 0.0% (g)
					6			51		Delta Air Lines, Inc. (a) (c)		6			51
					6			59		Northwest Airlines Corp. (a)		6			59

								110							110


										Diversified Telecommunication Services — 0.0% (g)
					2			103		AboveNet, Inc. (a) (i)		2			103
					—	(h)		—	(h)	XO Holdings, Inc. (a)		—	(h)		—	(h)

								103							103

See notes to pro forma financial statements

JPMorgan
Bond Fund

JPMorgan
Core Plus
Bond Fund

SECURITY DESCRIPTION

Combined Pro
Forma

Combined
Pro Forma

Shares

Value

Shares

Value

Shares

Value

Media — 0.0% (g)

Time Warner Cable, Inc., Class A (a) (c)

Wireless Telecommunication Services — 0.0% (g)

—

(h)

—

(h)

Sprint Nextel Corp. (a)

—

(h)

—

(h)

239

Total Common Stocks
(Cost $0, $779 and $779, respectively)

239

Preferred Stocks — 0.2%

Insurance — 0.2%

2,000

Axis Capital Holdings Ltd., (Bermuda), 7.50%,
12/01/15 (i) (x)

2,000

1,646

(Cost $2,031, $0 and $2,031, respectively)

1,646

447,715

944,759

Total Long Term Investments
(Cost $528,984, $966,317 and $1,495,301, respectively)

1,392,474


No. of Warrants			No. of Warrants					No. of Warrants

							Warrants — 0.0% (g)
							Diversified Telecommunication Services — 0.0% (g)
				1			AboveNet, Inc., Series CW10, Class A, expiring		1
						19	09/08/10 (Strike Price $24.00) (a) (f) (i)			19
							XO Holdings, Inc.,
				1			Class B, expiring 01/16/10		1
					—	(h)	(Strike Price $6.25) (a)			—	(h)
				1			Class B, expiring 01/16/10		1
					—	(h)	(Strike Price $7.50) (a)			—	(h)

					19		Total Warrants (Cost $0, $112 and $112, respectively)			19


No. of Contracts			No. of Contracts					No. of Contracts

							Options Purchased — 0.2%
							Call Options Purchased — 0.2%
	82						90 Day Eurodollar Futures, Expiring 09/15/08		82
		15					@ $97.13, American Style			15
	75						90 Day Eurodollar Futures, Expiring 12/15/08		75
		47					@ $96.88, American Style			47
	98						90 Day Eurodollar Futures, Expiring 12/15/08		98
		6					@ $97.50, American Style			6
	75						90 Day Eurodollar Futures, Expiring 12/15/08		75
		3					@ $97.63, American Style			3

Notional Amount			Notional Amount					Notional Amount

							Receiver Options Purchased on Interest Rate Swaps:
	72,165						Expiring 10/09/08. If exercised the Fund receives semi-annually 3.19% and pays quarterly floating 3 month LIBOR expiring 10/14/09, European Style. Counterparty:		72,165
		138					Barclays Bank plc (r)			138
	60,445						Expiring 11/28/08. If exercised the Fund receives semi-annually 2.43% and pays quarterly floating 3 month LIBOR expiring 12/02/09, European Style. Counterparty:		60,445
		14					Barclays Bank plc (r)			14
	60,445						Expiring 11/28/08. If exercised the Fund receives semi-annually 2.43% and pays quarterly floating 3 month LIBOR expiring 12/02/09, European Style. Counterparty:		60,445
		14					Deutsche Bank AG, New York (r)			14
	120,895						Expiring 11/28/08. If exercised the Fund receives semi-annually 3.43% and pays quarterly floating 3 month LIBOR expiring 12/02/09, European Style. Counterparty:		120,895
		470					Deutsche Bank AG, New York (r)			470
	120,895						Expiring 12/03/08. If exercised the Fund receives semi-annually 2.26% and pays quarterly floating 3 month LIBOR expiring 12/05/09, European Style. Counterparty:		120,895
		15					Deutsche Bank AG, New York (r)			15
	241,790						Expiring 12/03/08. If exercised the Fund receives semi-annually 3.01% and pays quarterly floating 3 month LIBOR expiring 12/05/09, European Style. Counterparty:		241,790
		394					Deutsche Bank AG, New York (r)			394
	125,730						Expiring 12/11/08. If exercised the Fund receives semi-annually 2.88% and pays quarterly floating 3 month LIBOR expiring 12/15/09, European Style. Counterparty:		125,730

See notes to pro forma financial statements


JPMorgan Bond Fund		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		JPMorgan Core Plus Bond Fund		SECURITY DESCRIPTION	Combined Pro Forma		Combined Pro Forma

Notional Amount		Value		Notional Amount		Value			Notional Amount		Value

			141					Barclays Bank plc (r)				141
	125,730							Expiring 12/11/08. If exercised the Fund receives semi-annually 3.63% and pays quarterly floating 3 month LIBOR expiring 12/15/09, European Style. Counterparty:		125,730
			674					Barclays Bank plc (r)				674
	120,895							Expiring 12/18/08. If exercised the Fund receives semi-annually 2.34% and pays quarterly floating 3 month LIBOR expiring 12/22/09, European Style. Counterparty:		120,895
			26					Barclays Bank plc (r)				26
	241,790							Expiring 12/18/08. If exercised the Fund receives semi-annually 3.09% and pays quarterly floating 3 month LIBOR expiring 12/22/09, European Style. Counterparty:		241,790
			490					Barclays Bank plc (r)				490
	66,470							Expiring 02/12/09. If exercised the Fund receives semi-annually 2.57% and pays quarterly floating 3 month LIBOR expiring 02/17/10, European Style. Counterparty:		66,470
			53					Deutsche Bank AG, New York (r)				53

			2,500					Total Call Options Purchased				2,500


No. of Contracts				No. of Contracts					No. of Contracts

								Put Options Purchased — 0.0% (g)
	14							30 Day Federal Funds Futures, Expiring		14
			1					09/30/08 @ $97.94, American Style				1
	25							20 Year U.S. Treasury Bond Futures, Expiring		25
			6					09/26/08 @ $114.00, American Style				6
	24							20 Year U.S. Treasury Bond Futures, Expiring		24
			10					09/26/08 @ $115.00, American Style				10

			17					Total Put Options Purchased				17


			2,517					Total Options Purchased (Cost $2,460, $0 and $2,460, respectively)				2,517


Principal Amount				Principal Amount					Principal Amount

								Short-Term Investments — 0.5%
								U.S. Treasury Obligation — 0.2%
	2,920		2,919					U.S. Treasury Bill, 1.80%, 09/04/08 (k) (n) (Cost $2,920, $0 and $2,920, respectively)		2,920		2,919


Shares				Shares					Shares

								Investment Companies — 0.3%
					363			JPMorgan Liquid Assets Money Market Fund,		363
							363	Institutional Class (b)				363
	3,439							JPMorgan Prime Money Market Fund,		3,439
			3,439					Institutional Class (b) (m)				3,439

			3,439				363	Total Investment Companies (Cost $3,439, $363 and $3,802, respectively)				3,802


			6,358				363	Total Short Term Investments (Cost $6,359, $363 and $6,722, respectively)				6,721


Principal Amount	Principal Amount				Principal Amount

				Investments of Cash Collateral for Securities on Loan — 3.1%
				Repurchase Agreements — 3.1%
		7,717		Banc of America Securities LLC, 2.13%, dated 08/29/08, due 09/02/08, repurchase price $7,719, collateralized by U.S. Government		7,717
			7,717	Agency Mortgages with a value of $7,871			7,717
		8,624		Citigroup Global Markets, Inc., 2.14%, dated 08/29/08, due 09/02/08, repurchase price $8,626, collateralized by U.S. Government		8,624
			8,624	Agency Mortgages with a value of $8,796			8,624
		8,000		Credit Suisse (USA) LLC, 2.13%, dated 08/29/08, due 09/02/08, repurchase price $8,002, collateralized by U.S. Government		8,000
			8,000	Agency Mortgages with a value of $8,160			8,000
		8,200		Merrill Lynch Securities, Inc., 2.12%, dated 08/29/08, due 09/02/08, repurchase price $8,202, collateralized by U.S. Government		8,200
			8,200	Agency Mortgages with a value of $8,364			8,200
		8,000		UBS Securities LLC, 2.13%, dated 08/29/08, due 09/02/08, repurchase price $8,002, collateralized by U.S. Government Agency		8,000
			8,000	Mortgages with a value of $8,400			8,000

			40,541	Total Investments of Cash Collateral for Securities on Loan (Cost $0, $40,541 and $40,541, respectively)			40,541

See notes to pro forma financial statements


JPMorgan Bond Fund	JPMorgan Bond Fund			JPMorgan Core Plus Bond Fund	JPMorgan Core Plus Bond Fund			SECURITY DESCRIPTION	Combined Pro Forma	Combined Pro Forma

	Value				Value					Value

		456,590				985,682		Total Investments — 111.5% (Cost $537,803, $1,007,333 and $1,545,136, respectively)			1,442,272
		(113,007	)			(35,785	)	Liabilities in Excess of Other Assets — (11.5)%			(148,792	)

		343,583				949,897		NET ASSETS — 100.0%			1,293,480

See notes to pro forma financial statements

Futures Contracts


JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		Combined Pro Forma				JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		Combined Pro Forma		JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		Combined Pro Forma


Number of Contracts		Number of Contracts		Number of Contracts		Description	Expiration Date	Notional Value at 08/31/08		Notional Value at 08/31/08		Notional Value at 08/31/08		Unrealized Appreciation (Depreciation)		Unrealized Appreciation (Depreciation)		Unrealized Appreciation (Depreciation)

						Long Futures Outstanding
40				40		Euro-Bobl	September, 2008	6,349				6,349		3				3
82				82		Eurodollar	September, 2008	19,921				19,921		27				27
10				10		30 Day Federal Funds	October, 2008	4,083				4,083		2				2
138				138		30 Day Federal Funds	November, 2008	56,321				56,321		80				80
82				82		2 Year U.S. Treasury Note	December, 2008	17,407				17,407		18				18
228				228		5 Year U.S. Treasury Note	December, 2008	25,522				25,522		5				5
398		11		409		10 Year U.S. Treasury Note	December, 2008	45,969		1,271		47,240		(55	)	—	(a)	(55	)
20				20		U.K. Treasury Long Gilt	December, 2008	4,081				4,081		4				4
115		7		122		U.S. Long Bond	December, 2008	13,491		821		14,312		(66	)	(4)		(70	)
111				111		90 Day Sterling	June, 2009	24,031				24,031		225				225
160				160		Eurodollar	June, 2010	38,408				38,408		261				261

						Short Futures Outstanding
(25	)			(25	)	Euro-Bund	September, 2008	(4,187	)			(4,187	)	(127	)			(127	)
(18	)			(18	)	Eurodollar	September, 2008	(4,373	)			(4,373	)	28				28
(197	)			(197	)	2 Year U.S. Treasury Note	December, 2008	(41,819	)			(41,819	)	(49	)			(49	)
(336	)	(15	)	(351	)	5 Year U.S. Treasury Note	December, 2008	(37,611	)	(1,679	)	(39,290	)	(23	)	(1)		(24	)
(18	)			(18	)	Eurodollar	December, 2008	(4,366	)			(4,366	)	42				42
(129	)			(129	)	U.S. Treasury Bond	December, 2008	(15,133	)			(15,133	)	76				76
(271	)			(271	)	U.S. Treasury Note	December, 2008	(31,301	)			(31,301	)	31				31
(18	)			(18	)	Eurodollar	March, 2009	(4,367	)			(4,367	)	(28	)			(28	)
(98	)			(98	)	Eurodollar	June, 2009	(23,744	)			(23,744	)	58				58
(18	)			(18	)	Eurodollar	September, 2009	(4,352	)			(4,352	)	40				40
(18	)			(18	)	Eurodollar	December, 2009	(4,339	)			(4,339	)	(24	)			(24	)
(18	)			(18	)	Eurodollar	March, 2010	(4,330	)			(4,330	)	(40	)			(40	)
(18	)			(18	)	Eurodollar	June, 2010	(4,321	)			(4,321	)	(38	)			(38	)
(80	)			(80	)	Eurodollar	June, 2011	(19,107	)			(19,107	)	(27	)			(27	)

														423		(5)		418



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

See notes to pro forma financial statements

Short Positions


JPMorgan Bond Fund	JPMorgan Core Plus Bond Fund	Combined Pro Forma			JPMorgan Bond Fund			JPMorgan Core Plus Bond Fund		Combined Pro Forma

Principal Amount	Principal Amount	Principal Amount		Security Description	Value			Value		Value

(16,300)	—	(16,300	)	FHLMC, Gold, 30 Year, Single Family, TBA, 5.50%, 09/15/38		(16,071	)		—		(16,071	)
(2,205)	—	(2,205	)	FNMA, 15 Year, Single Family, TBA, 5.00%, 09/25/23		(2,184	)		—		(2,184	)
(24,800)	—	(24,800	)	FNMA, 30 Year, Single Family, TBA, 5.00%, 09/25/38		(23,839	)		—		(23,839	)
(3,405)	—	(3,405	)	FNMA, 30 Year, Single Family, TBA, 6.00%, 10/15/37		(3,428	)		—		(3,428	)
(14,350)	—	(14,350	)	FNMA, 30 Year, Single Family, TBA, 6.50%, 09/25/38		(14,758	)		—		(14,758	)

				(Proceeds received of $60,025, $0 and $60,025, respectively.)		(60,280	)		—		(60,280	)

See notes to pro forma financial statements

OPTIONS WRITTEN


	JPMorgan Bond Fund	JPMorgan Core Plus Bond Fund	Combined Pro Forma		JPMorgan Bond Fund	JPMorgan Core Plus Bond Fund	Combined Pro Forma	JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund	Combined Pro Forma

Call Options Written

SECURITY DESCRIPTION	Exercise Price	Exercise Price	Exercise Price	Expiration Date	Number of Contracts	Number of Contracts	Number of Contracts	Value		Value	Value

90 Day Eurodollar Futures, American Style	97.25	—	97.25	09/15/08	62	—	62	(2	)	—	(2	)
90 Day Eurodollar Futures, American Style	97.50	—	97.50	09/15/08	4	—	4		—(h)	—		—(h)
90 Day Eurodollar Futures, American Style	97.75	—	97.75	09/15/08	102	—	102	(1	)	—	(1	)
90 Day Eurodollar Futures, American Style	98.00	—	98.00	09/15/08	94	—	94	(1	)	—	(1	)
90 Day Eurodollar Futures, American Style	97.13	—	97.13	12/15/08	75	—	75	(18	)	—	(18	)
90 Day Eurodollar Futures, American Style	97.38	—	97.38	12/15/08	75	—	75	(7	)	—	(7	)
90 Day Eurodollar Futures, American Style	98.00	—	98.00	12/15/08	196	—	196	(2	)	—	(2	)

								(31	)	—	(31	)


(Proceeds received of $208, $0 and $208, respectively.)


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


						JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		Combined Pro Forma		JPMorgan Bond Fund			JPMorgan Core Plus Bond Fund		Combined Pro Forma

Receiver Options Written on Interest Rate Swaps*

Counterparty	Exercise Rate (r)**	Option Expiration Date		Swap Expiration Date		Notional Amount		Notional Amount		Notional Amount		Value			Value		Value


Barclays Bank plc	2.59% semi-annually		12/18/08		12/22/09		241,790		—		241,790		(122	)		—		(122	)
Barclays Bank plc	2.84% semi-annually		12/18/08		12/22/09		241,790		—		241,790		(255	)		—		(255	)
Barclays Bank plc	2.89% semi-annually		10/09/08		10/14/09		144,330		—		144,330		(81	)		—		(81	)
Barclays Bank plc	3.13% semi-annually		12/11/08		12/15/09		125,730		—		125,730		(266	)		—		(266	)
Barclays Bank plc	3.38% semi-annually		12/11/08		12/15/09		125,730		—		125,730		(446	)		—		(446	)
Deutsche Bank AG, New York	2.51% semi-annually		12/03/08		12/05/09		241,790		—		241,790		(98	)		—		(98	)
Deutsche Bank AG, New York	2.76% semi-annually		12/03/08		12/05/09		241,790		—		241,790		(192	)		—		(192	)
Deutsche Bank AG, New York	2.93% semi-annually		11/28/08		12/02/09		241,790		—		241,790		(312	)		—		(312	)

													(1,772	)		—		(1,772	)


(Premiums received of $1,974, $0 and $1,974, respectively.)

JPMorgan Bond
Fund

JPMorgan Core
Plus Bond Fund

Combined Pro
Forma

JPMorgan Bond
Fund

JPMorgan
Core Plus
Bond Fund

Combined
Pro Forma

Receiver/Payer Straddles on Interest Rate Swaps*

Counterparty

Exercise Rate *** (r)

Option Expiration
Date

Swap Expiration
Date

Notional Amount

Value

Deutsche Bank AG, New York

4.78% semi-annually

08/27/09

09/03/19

3,430

—

3,430

(229

)

—

(229

)

(Premiums received of $230, $0 and $230, respectively.)

JPMorgan Bond
Fund

JPMorgan Core
Plus Bond Fund

Combined Pro
Forma

JPMorgan Bond
Fund

JPMorgan Core
Plus Bond Fund

Combined Pro
Forma

Put Options Written

Description

Exercise Price

Expiration Date

Number of
Contracts

Value

30 Day Federal Funds Futures, American Style

97.75

09/30/08

—

(h)

—

(h)

(Premiums received of $2, $0 and $2, respectively.)


* European Style.

** The Fund would receive quarterly a floating rate based on 3 month LIBOR, if exercised.

*** The Fund would pay/receive quarterly a floating rate based on 3 month LIBOR, if exercised.

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

(r) Rates shown are per annum and payments are as described.

See notes to pro forma financial statements



					JPMorgan Bond Fund	JPMorgan Core Plus Bond Fund	Combined Pro Forma	JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		Combined Pro Forma

Interest Rate Swaps




Swap Counterparty	Payments Made by the Fund	Rate Type (r)	Payments Received by the Fund	Termination Date	Notional Amount	Notional Amount	Notional Amount	Value		Value		Value

Goldman Sachs Capital Management	4.92% semi-annually 4.92% semi-annually		3 month LIBOR quarterly	05/18/16	21,650	—	21,650	(1,101	)	—		(1,101	)


					JPMorgan Bond Fund	JPMorgan Core Plus Bond Fund	Combined Pro Forma	JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund		Combined Pro Forma

Credit Default Swaps

Referenced Obligation	Swap Counterparty	Buy/Sell Protection	Fund Pays/Receives Fixed Rate (r )	Termination Date	Notional Amount	Notional Amount	Notional Amount	Value		Value		VALUE

CDX.EM.9	Barclays Bank plc [1]	Buy	2.65% semi-annually	06/20/13	90	—	90	(1	)	—		(1	)
CDX.EM.9	Barclays Bank plc [2]	Buy	2.65% semi-annually	06/20/13	330	—	330	(2	)	—		(2	)
CDX.EM.9	Barclays Bank plc [3]	Buy	2.65% semi-annually	06/20/13	2,480	—	2,480	(15	)	—		(15	)
CDX.EM.9	Citibank, N.A. [4]	Buy	2.65% semi-annually	06/20/13	980	—	980	(6	)	—		(6	)
CDX.EM.9	Citibank, N.A. [5]	Buy	2.65% semi-annually	06/20/13	1,930	—	1,930	(12	)	—		(12	)
CDX.EM.9	HSBC Bank, N.A. [6]	Buy	2.65% semi-annually	06/20/13	640	—	640	(4	)	—		(4	)
CDX.EM.9	Lehman Brothers Special Financing [7]	Buy	2.65% semi-annually	06/20/13	10,540	—	10,540	(66	)	—		(66	)
CDX.EM.9	Lehman Brothers Special Financing [8]	Buy	2.65% semi-annually	06/20/13	6,850	—	6,850	(43	)	—		(43	)
CDX.EM.9	Morgan Stanley Capital Services [9]	Buy	2.65% semi-annually	06/20/13	480	—	480	(3	)	—		(3	)
CDX.NA.IG.10	Goldman Sachs Capital Management [10]	Buy	1.55% quarterly	06/20/13	16,100	—	16,100	(127	)	—		(127	)
CDX.NA.IG.10	Goldman Sachs Capital Management [11]	Buy	1.55% quarterly	06/20/13	13,550	—	13,550	(107	)	—		(107	)
CDX.NA.IG.10	Lehman Brothers Special Financing [12]	Buy	1.55% quarterly	06/20/13	12,000	—	12,000	(95	)	—		(95	)
CDX.NA.IG.HVOL.10	Goldman Sachs Capital Management [13]	Sell	3.50% quarterly	06/20/13	4,000	—	4,000	16		—		16
CDX.NA.IG.HVOL.10	Goldman Sachs Capital Management [14]	Sell	3.50% quarterly	06/20/13	3,650	—	3,650	15		—		15
Countrywide Home Loans, Inc., 4.00%, 03/22/11	Lehman Brothers Special Financing	Sell	5.00% quarterly	09/20/08	11,300	—	11,300	116		—		116
Countrywide Home Loans, Inc., 4.00%, 03/22/11	Union Bank of Switzerland AG	Sell	6.15% quarterly	09/20/08	10,000	—	10,000	132		—		132
FSA Global Funding, Ltd., 6.11%, 06/29/15	Goldman Sachs Capital Management	Sell	1.95% quarterly	03/20/13	—	1,000	1,000	—		(139	)	(139	)
Government of Ukraine, 7.65%, 06/11/13	Union Bank of Switzerland AG	Sell	1.69% semi-annually	11/20/11	1,500	—	1,500	(87	)	—		(87	)
iTraxx.EUR.SRF.9.1	Deutsche Bank AG, New York [15]	Buy	1.65% quarterly	06/20/13	EUR 2,000	—	EUR 2,000	(104	)	—		(104	)
iTraxx.EUR.SRF.9.1	Deutsche Bank AG, New York [16]	Buy	1.65% quarterly	06/20/13	EUR 2,000	—	EUR 2,000	(104	)	—		(104	)
iTraxx.EUR.SRF.9.1	Deutsche Bank AG, New York [17]	Buy	1.65% quarterly	06/20/13	EUR 2,000	—	EUR 2,000	(104	)	—		(104	)
Petroleos de Venezuela S.A., 5.38%, 04/12/27	Deutsche Bank AG, New York	Sell	2.59% semi-annually	05/20/12	1,410	—	1,410	(146	)	—		(146	)
RSHB Capital S.A. for OJSC Russian Agricultural Bank, 7.18%, 05/16/13	Union Bank of Switzerland AG	Sell	0.76% semi-annually	02/20/09	18,385	—	18,385	(108	)	—		(108	)
RSHB Capital S.A. for OJSC Russian Agricultural Bank, 7.18%, 05/16/13	Credit Suisse International	Sell	0.72% semi-annually	03/20/09	1,875	—	1,875	(8	)	—		(8	)
Russian Federation, 7.50%, 03/31/30	Union Bank of Switzerland AG	Buy	0.31% semi-annually	02/20/09	18,385	—	18,385	29		—		29
Russian Federation, 7.50%, 03/31/30	Credit Suisse International	Buy	0.30% semi-annually	03/20/09	1,875	—	1,875	1		—		1
VTB Capital S.A. for Vneshtorgbank, 6.25%, 06/30/35	Morgan Stanley Capital Services	Sell	0.64% semi-annually	05/20/12	4,700	—	4,700	(393)		—		(393)

								(1,226	)	(139	)	(1,365	)



[1]	Premiums received of $12, $0 and $12, respectively.
[2]	Premiums received of $361, $0 and $361, respectively.
[3]	Premiums received of $30, $0 and $30, respectively.
[4]	Premiums paid of $7, $0 and $7, respectively.
[5]	Premiums received of $23, $0 and $23, respectively.
[6]	Premiums received of $20, $0 and $20, respectively.
[7]	Premiums received of $132, $0 and $132, respectively.
[8]	Premiums received of $82, $0 and $82, respectively.
[9]	Premiums received of $47, $0 and $47, respectively.
[10]	Premiums received of $1,007, $0 and $1,007, respectively.
[11]	Premiums received of $1,137, $0 and $1,137, respectively.
[12]	Premiums received of $960, $0 and $960, respectively.
[13]	Premiums paid of $458, $0 and $458, respectively.
[14]	Premiums paid of $528, $0 and $528, respectively.
[15]	Premiums received of $124, $0 and $124, respectively.
[16]	Premiums received of $127, $0 and $127, respectively.
[17]	Premiums received of $118, $0 and $118, respectively.

See notes to pro forma financial statements


				JPMorgan Bond Fund	JPMorgan Core Plus Bond Fund	Combined Pro Forma	JPMorgan Bond Fund		JPMorgan Core Plus Bond Fund	Combined Pro Forma

Price Lock Swaps

Swap Counterparty	Referenced Obligation	Price Lock	Termination Date	Notional Amount	Notional Amount	Notional Amount	Value		Value	Value

Citibank, N.A. †	FNMA, 30 Year, Single Family, TBA, 5.00%	94.19	09/04/08	24,050	—	24,050	(477	)	—	(477	)
Citibank, N.A. †	FNMA, 30 Year, Single Family, TBA, 5.50%	97.25	09/04/08	73,330	—	73,330	(1,157	)	—	(1,157	)
Citibank, N.A. ††	FNMA, 30 Year, Single Family, TBA, 6.00%	100.24	09/04/08	5,800	—	5,800	48		—	48
Citibank, N.A. ††	FNMA, 30 Year, Single Family, TBA, 6.00%	100.28	09/04/08	15,600	—	15,600	122		—	122
Citibank, N.A. ††	FNMA, 30 Year, Single Family, TBA, 6.50%	102.38	09/04/08	11,000	—	11,000	57		—	57
Credit Suisse International ††	FHLB, 5.38%, 05/18/16	105.04	11/14/08	20,935	—	20,935	53		—	53
Deutsche Bank AG, New York †	FHLMC Gold, 30 Year, Single Family, TBA, 6.00%	100.19	09/04/08	93,145	—	93,145	(669	)	—	(669	)
Deutsche Bank AG, New York †	FNMA, 15 Year, Single Family, TBA, 5.50%	99.13	09/09/08	54,300	—	54,300	(975	)	—	(975	)
Deutsche Bank AG, New York †	U.S. Treasury Note, 4.25%, 11/15/13	102.38	10/07/08	9,100	—	9,100	6		—	6
Deutsche Bank AG, New York ††	FHLMC Gold, 30 Year, Single Family, TBA, 5.00%	94.00	09/04/08	24,900	—	24,900	521		—	521
Deutsche Bank AG, New York ††	FNMA, 30 Year, Single Family, TBA, 5.50%	97.25	09/04/08	50,000	—	50,000	789		—	789
Deutsche Bank AG, New York ††	FNMA, 15 Year, TBA, Single Family, 5.00%	96.94	09/09/08	8,000	—	8,000	176		—	176
Deutsche Bank AG, New York ††	FNMA, 15 Year, Single Family, TBA, 6.00%	101.31	09/09/08	23,000	—	23,000	273		—	273
Deutsche Bank AG, New York ††	FHLMC Gold, 30 Year, Single Family, TBA, 5.50%	97.91	10/07/08	31,650	—	31,650	154		—	154
Deutsche Bank AG, New York ††	FHLMC, 4.50%, 01/15/14	101.56	11/20/08	10,495	—	10,495	(27	)	—	(27	)
Lehman Brothers Special Financing ††	FNMA, 15 Year, Single Family, TBA, 6.00%	101.22	09/09/08	36,600	—	36,600	469		—	469
Morgan Stanley Capital Services †	FNMA, 15 Year, Single Family, TBA, 6.00%	101.59	09/09/08	65,000	—	65,000	(589	)	—	(589	)
Morgan Stanley Capital Services ††	FNMA, 30 Year, Single Family, TBA, 5.00%	94.22	09/04/08	31,000	—	31,000	605		—	605
Union Bank of Switzerland AG ††	FHLMC Gold, 30 Year, Single Family, TBA, 6.00%	100.16	09/04/08	81,100	—	81,100	608		—	608
Union Bank of Switzerland AG ††	FNMA, 30 Year, Single Family, TBA, 5.50%	96.25	09/04/08	8,300	—	8,300	214		—	214
Union Bank of Switzerland AG ††	FNMA, 30 Year, Single Family, TBA, 6.50%	102.06	09/04/08	22,000	—	22,000	182		—	182

							383		—	383



† Fund pays the excess of the market price over the price lock or receives the excess of the price lock over the market price at termination.

†† Fund pays the excess of the price lock over the market price or receives the excess of the market price over the price lock at termination.

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

(r) Rates shown are per annum and payments are as described.

See notes to pro forma financial statements


NOTES TO SCHEDULES OF PORTFOLIO INVESTMENTS
AS OF AUGUST 31, 2008 (Unaudited)

(a)	Non-income producing security.

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

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

(d)	Defaulted Security.

(e)	Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by the Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

(f)	Fair Valued Investment. The following is approximately the value and percentage of the investments based on total investments that are fair valued (amounts in thousands):


(g)	Amount rounds to less than 0.1%.

(h)	Amount rounds to less than one thousand (shares or dollars).

(i)	Security has been deemed illiquid pursuant to procedures established by the Board of Trustees and may be difficult to sell.

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

(m)	All or a portion of this security is reserved for current or potential holdings of futures, swaps, options, TBAs, when-issued securities, delayed delivery securities, reverse repurchase agreements, and forward currency contracts.

(n)	The rate shown is the effective yield at the date of purchase.

(r)	Rates shown are per annum and payments are as described.

(s)	These holdings represent investments in structured investment vehicles (SIVs). The value of SIVs may be affected by, among other things, changes in: interest rates, the quality of the underlying assets or the market’s assessment thereof, factors concerning interests in and structure of the issuer or the originator of the receivables, or the creditworthiness of the entities that provide credit enhancements. SIVs have experienced decreased liquidity primarily resulting from declines in the market value of certain categories of collateral underlying the SIVs. These holdings were previously determined to be liquid at the time of acquisition of such investments and have since been deemed to be illiquid due to the changes in market conditions.

(v)	As a result of the issuer missing its most recent coupon payment, the Portfolio no longer accrues interest from this security. The issuer has until the security’s maturity date to make any missed payments.

(x)	Security is perpetual and, thus, does not have a predetermined maturity date. The coupon rate for this security is fixed for a period of time and may be structured to adjust thereafter. The date shown reflects the next call date. The coupon rate shown is the rate in effect as of August 31, 2008.

(y)	Security was purchased prior to its affiliation with JPMorgan Chase & Co.

ABS	Asset-Backed Security
ARM	Adjustable Rate Mortgage
ARS	Argentine Peso
BPS	Basis Points
BRL	Brazilian Real
CMO	Collateralized Mortgage Obligation
COP	Colombian Peso
EGP	Egyptian Pound
ESOP	Employee Stock Ownership Program
EUR	Euro
FHA	Federal Housing Administration
FHLB	Federal Home Loan Bank
FHLMC	Federal Home Loan Mortgage Corp.
FNMA	Federal National Mortgage Association
GMAC	General Motors Acceptance Corp.
HB	High Coupon Bonds (a.k.a. “IOettes”) represent the right to receive interest payments on an underlying pool of mortgages with similar features as those associated with IO securities. Unlike IO’s, the owner also has a right to receive a very small portion of principal. The high interest rates result from taking interest payments from other classes in the Real Estate Mortgage Investment Conduit trust and allocating them to the small principal of the HB class.
IF	Inverse Floaters represent securities that pay interest at a rate that increases (decreases) with a decline (incline) in a specified index. The interest rate shown is the rate in effect as of August 31, 2008. The rate may be subject to a cap and floor.
IO	Interest Only represents the right to receive the monthly interest payment on an underlying pool of mortgage loans. The principal amount shown represents the par value on the underlying pool. The yields on these securities exceed yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. These securities are subject to accelerated principal paydowns as a result of prepayment or refinancing of the underlying pool of mortgage instruments. As a result, interest income may be reduced considerably.
LIBOR	London Interbank Offered Rate


MXN	Mexican Peso
PEN	Peruvian Nuevo Sol
PIK	Payment-In-Kind
PO	Principal Only represents the right to receive the principal portion on an underlying pool of mortgage loans. The market value of these securities is extremely volatile in response to changes in market interest rates. As prepayments on the underlying mortgages of these securities increase, the yield on these securities increases.
REMICS	Real Estate Mortgage Investment Conduits
STRIPS	Separate Trading of Registered Interest and Principal Securities. The STRIPS Program lets investors hold and trade individual interest and principal components of eligible notes and bonds as separate securities.
SUB	Step-Up Bond. The interest rate shown is the rate in effect as of August 31, 2008.
TBA	To Be Announced
TRY	New Turkish Lira
USD	United States Dollar
UYU	Uruguayan Peso
VA	Veterans Administration
VAR	Variable Rate Security. The interest rate shown is the rate in effect as of August 31, 2008.

JPMorgan Bond Fund/JPMorgan Core Plus Bond Fund

Pro Forma Combined Statement of Assets and Liabilities

As of August 31, 2008 (Unaudited)

(Amounts in thousands, except per share amount)


	Acquired Fund			Acquiring Fund

	Bond Fund			Core Plus Bond Fund			Pro Forma Adjustments			Pro Forma Combined


ASSETS:
Investments in non-affiliates, at value	$	453,151		$	941,475		$	—		$	1,394,626
Investments in affiliates, at value		3,439			3,666			—			7,105
Repurchase agreements, at value		—			40,541			—			40,541

Total investment securities, at value		456,590			985,682			—			1,442,272
Cash		319			37			—			356
Foreign currency, at value		281			6			—	��		287
Receivables:
Investment securities sold		810,317			1,315			—			811,632
Fund shares sold		500			553			—			1,053
Interest and dividends		4,082			9,810			—			13,892
Variation margin on futures contracts		634			—			—			634
Outstanding swap contracts, at value		4,586			—			—			4,586

Total Assets		1,277,309			997,403			—			2,274,712


LIABILITIES:
Payables:
Due to broker for foreign futures contracts	$	15		$	—		$	—		$	15
Dividends		308			4,169			—			4,477
Investment securities purchased		863,493			1,004			—			864,497
Collateral for securities lending program		—			40,541			—			40,541
Securities sold short, at value		60,280			—			—			60,280
Fund shares redeemed		432			934			—			1,366
Variation margin on futures contracts		163			6			—			169
Unrealized depreciation on unfunded commitments		—			119			—			119
Outstanding options written, at value		2,032			—			—			2,032
Outstanding swap contracts, at value		6,530			139			—			6,669
Accrued liabilities:
Investment advisory fees		67			243			(78	) (a)		232
Administration fees		25			60			—			85
Shareholder servicing fees		32			176			—			208
Distribution fees		9			19			—			28
Custodian and accounting fees		13			—			—			13
Trustees’ and Chief Compliance Officer’s fees		3			2			—			5
Other		324			94			78	(a)		496

Total Liabilities		933,726			47,506			—			981,232

Net Assets	$	343,583		$	949,897		$	—		$	1,293,480


Net Assets:
Paid in capital	$	636,237		$	973,366		$	—		$	1,609,603
Accumulated undistributed (distributions in excess of) net investment income		6,200			(88	)		—			6,112
Accumulated net realized gains (losses)		(219,422	)		(1,468	)		—			(220,890	)
Net unrealized appreciation (depreciation)		(79,432	)		(21,913	)		—			(101,345	)

Total Net Assets	$	343,583		$	949,897		$	—		$	1,293,480


Net Assets:
Class A	$	18,211		$	43,347		$	—		$	61,558	(b)
Class B		3,155			4,660			—			7,815	(b)
Class C		5,450			10,808			—			16,258	(b)
Select Class		76,636			876,612			—			953,248	(b)
Institutional Class		141,811			—			—			141,811	(b)
Ultra		98,320			14,470			—			112,790	(b)

Total Net Assets	$	343,583		$	949,897		$	—		$	1,293,480


Outstanding units of beneficial interest (shares) ($0.0001 par value; unlimited number of shares authorized):
Class A		2,330			5,767			93	(c)		8,190
Class B		407			617			11	(c)		1,035
Class C		699			1,432			23	(c)		2,154
Select Class		9,903			116,688			298	(c)		126,889
Institutional Class		18,340			—			543	(c)		18,883
Ultra		12,721			1,926			366	(c)		15,013

Net asset value per share
Class A - Redemption price per share		7.82			7.52			—			7.52
Class B - Offering price per share (d)		7.76			7.55			—			7.55
Class C - Offering price per share (d)		7.80			7.55			—			7.55
Select Class - Offering and redemption price per share		7.74			7.51			—			7.51
Institutional Class - Offering and redemption price per share		7.73			—			—			7.51
Ultra - Offering and redemption price per share		7.73			7.51			—			7.51
Class A maximum sales charge		3.75	%		3.75	%		—			3.75	%
Class A maximum public offering price per share [net asset value per share/(100% - maximum sales charge)]		8.12			7.81			—			7.81

Cost of investments in non-affiliates	$	534,364		$	1,003,665		$	—		$	1,538,029
Cost of investments in affiliates		3,439			3,668			—			7,107
Cost of foreign currency		268			5			—			273
Proceeds received from short positions		60,025			—			—			60,025
Premiums received from options written		2,414			—			—			2,414
Premiums paid on swaps		993			—			—			993
Premiums received on swaps		4,180			—			—			4,180
Value of securities on loan		—			39,610			—			39,610


(a)	Each Fund’s adviser or administrator will waive their fees and/or reimburse the Funds in an amount sufficient to offset the costs incurred by each Fund relating to the Reorganization, which include any costs associated with the solicitation of voting instructions.

(b)	Reflects total combined net assets due to the merger.

(c)	Reflects the adjustment to the number of shares outstanding due to the merger.

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

See notes to pro forma financial statements


JPMorgan Bond Fund/JPMorgan Core Plus Bond Fund

Pro Forma Combined Statement of Operations
For the Twelve Month Period Ended August 31, 2008 (Unaudited)
(Amounts in thousands)

	Bond Fund			Core Plus Bond Fund			Pro Forma Adjustments			Pro Forma Combined


INVESTMENT INCOME:
Dividend income	$	608		$	—		$	—		$	608
Dividend income from affiliates		2,164			684			—			2,848
Interest income		94,807			57,647			—			152,454
Interest income from affiliates		16			103			—			119
Income from securities lending (net)		—			77			—			77

Total investment income		97,595			58,511			—			156,106


EXPENSES:
Investment advisory fees		4,783			2,937			(11	) (a)		7,709
Administration fees		1,594			983			(7	) (a)		2,570
Distribution fees - Class A		59			122			1	(a)		182
Distribution fees - Class B		29			45			(1	) (a)		73
Distribution fees - Class C		52			50			—	(a)		102
Shareholder servicing fees - Class A		59			122			1	(a)		182
Shareholder servicing fees - Class B		9			15			—	(a)		24
Shareholder servicing fees - Class C		17			17			—	(a)		34
Shareholder servicing fees - Select Class		2,658			2,262			(7	) (a)		4,913
Shareholder servicing fees - Institutional Class		327			—			(1	) (a)		326
Custodian and accounting fees		180			86			—			266
Interest expense		15			—	(b)		—			15
Professional fees		146			92			(156	) (c)		82
Trustees’ and Chief Compliance Officer’s fees		26			11			—			37
Printing and mailing costs		114			62			(46	) (c)		130
Registration and filing fees		202			55			(105	) (c)		152
Transfer agent fees		305			311			—			616
Other		274			24			—			298

Total expenses		10,849			7,194			(332	)		17,711
Less amounts waived		(1,285	)		(434	)		(19	) (a)		(1,738	)
Less merger expense amounts waived		—			—			—			—
Less earnings credits		(31	)		(8	)		—			(39	)
Less reimbursements for legal matters		—			—	(b)		—			—	(b)

Net expenses		9,533			6,752			(351	)		15,934

Net investment income (loss)		88,062			51,759			351			140,172


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments in non-affiliates		(97,214	)		7,466			—			(89,748	)
Investments in affiliates		(778	)		3			—			(775	)
Securities sold short		(70,894	)		—			—			(70,894	)
Written options		14,670			—			—			14,670
Futures		(12,760	)		102			—			(12,658	)
Swaps		(7,900	)		6			—			(7,894	)
Foreign currency transactions		1,948			360			—			2,308
Payments by Affiliates		—			51			—			51

Net realized gain (loss)		(172,928	)		7,988			—			(164,940	)


Change in net unrealized appreciation (depreciation) of:
Investments in non-affiliates		(42,808	)		(31,269	)		—			(74,077	)
Investments in affiliates		585			111			—			696
Securities sold short		(3,715	)		—			—			(3,715	)
Written options		(1,787	)		—			—			(1,787	)
Futures		2,681			(5	)		—			2,676
Swaps		27,497			(139	)		—			27,358
Unfunded commitments		—			(63	)		—			(63	)
Foreign currency translations		(18	)		—			—			(18	)

Change in net unrealized appreciation (depreciation)		(17,565	)		(31,365	)		—			(48,930	)


Net realized/unrealized gains (losses)		(190,493	)		(23,377	)		—			(213,870	)


Change in net assets resulting from operations	$	(102,431	)	$	28,382		$	351		$	(73,698	)


(a)	Based on the contract in effect for the surviving fund.

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

(c)	Decrease due to the elimination of duplicate expenses achieved by merging the funds.

See notes to pro forma financial statements

JPMorgan Bond Fund

JPMorgan Core Plus Bond Fund

Notes to Pro Forma Financial Statements (unaudited)

August 31, 2008

1. Basis of Combination

The accompanying unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of Operations (“Pro Forma statements”) for the twelve months ended August 31, 2008, reflect the accounts of JPMorgan Bond Fund, a separate fund of JPMorgan Trust I (“Bond Fund”), and JPMorgan Core Plus Bond Fund, a separate fund of JPMorgan Trust II (“Core Plus Bond Fund”), each a “Fund” and collectively, the “Funds”. Following the combination, the Core Plus Bond Fund will be the accounting survivor.

Under the terms of Agreement and Plan of Reorganization, the exchange of assets of Bond Fund for shares of Core Plus Bond Fund will be treated as a tax-free reorganization and accordingly, the tax-free reorganization will be accounted for in an as-if pooling of interests and accordingly, will be accounted for by the method of accounting for tax free mergers of investment companies. The combination would be accomplished by an acquisition of the net assets of Class A shares, Class B shares, Class C shares, Select Class shares, Institutional Class shares and Ultra shares of Bond Fund in exchange for Class A shares, Class B shares, Class C shares, Select Class shares, Institutional Class Shares and Ultra shares of Core Plus Bond Fund, respectively, at net asset value. The Pro Forma statements have been prepared as though the combination had been effective on August 31, 2008. The unaudited Pro Forma Statement of Operations reflects the results of the Funds for the twelve months ended August 31, 2008, as if the reorganization occurred on September 1, 2007. These Pro Forma statements have been derived from the books and records of the Funds utilized in calculating daily net asset values at the dates indicated above in conformity with U.S. generally accepted accounting principles. The historical cost of investment securities will be carried forward to the surviving entity and the results of operations for pre-combination periods of Core Plus Bond Fund will not be restated. The fiscal year end is the end of February for Bond Fund and Core Plus Bond Fund.

The Pro Forma combined statements should be read in conjunction with the historical financial statements of each Fund, which have been incorporated by reference from their respective Statement of Additional Information.

2. Summary of Significant Accounting Policies

The following is a summary of significant accounting policies which are consistently followed by Bond Fund and Core Plus Bond Fund in the preparation of its financial statements. Each of the Funds has substantially the same accounting policies, which are detailed in the historical financial statements referenced above in Note 1. The policies are in conformity with generally accepted accounting principles. Preparation of the financial statements includes the use of management estimates. Actual results could differ from those estimates.

A. Security Valuation ‑ Fixed income securities (other than certain short-term investments maturing in less than 61 days) are valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments (other than certain high yield securities) maturing in less than 61 days are valued at amortized cost, which approximates market value. Certain investments of the Portfolio may, depending upon market conditions, trade in relatively thin markets and/or in markets that experience significant volatility. As a result of these conditions, the prices used by the Portfolio to value securities may differ from the value that would be realized if these securities were sold and the differences could be significant. Futures and options shall generally be valued on the basis of available market quotations. Swaps and other derivatives are valued daily primarily using independent or affiliated pricing services approved by the Board of Trustees. If valuations are not available from such services or values received are deemed not representative of market value, values will be obtained from a third party broker-dealer or counterparty. Investments in other open-end investment companies are valued at such investment company’s current day closing net asset value per share. Equity securities listed on a North American, Central American, South American or Caribbean securities exchange shall generally be valued at the last sale price on the exchange on which the security is principally traded that is reported before the time when the net assets of the Portfolio are valued. The value of securities listed on The NASDAQ Stock Market LLC shall generally be the NASDAQ Official Closing Price.

JPMorgan Bond Fund

JPMorgan Core Plus Bond Fund

Notes to Pro Forma Financial Statements (unaudited)

August 31, 2008

established by and under the supervision and responsibility of the Board of Trustees. Valuations may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry. It is possible that the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could have been material.

In September 2006, the Statement of Financial Accounting Standards No. 157 — Fair Value Measurements — (“SFAS 157”), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 requires disclosure surrounding the various inputs that are used in determining the fair value of the Fund’s investments. These inputs are summarized into the three broad levels listed below.


• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of August 31, 2008 in valuing the Fund’s assets and liabilities carried at fair value (amounts in thousands):

Bond Fund


Valuation Inputs	Investment In Securities		Liabilities in Securities Sold Short^			Appreciation on Other Financial Instruments*		Depreciation in Other Financial Instruments*

Level 1	$	3,527	$	(31	)	$	900	$	(477	)
Level 2		435,868		(62,281	)		7,948		(6,705	)
Level 3		17,195		—			—		—
Total	$	456,590	$	(62,312	)	$	8,848	$	(7,182	)

Core Plus Bond Fund


Valuation Inputs	Investment In Securities		Liabilities in Securities Sold Short^		Appreciation on Other Financial Instruments*		Depreciation in Other Financial Instruments*

Level 1	$	41,143	$	—	$	—	$	(5	)
Level 2		943,065		—		—		(139	)
Level 3		1,474		—		—		—
Total	$	985,682	$	—	$	—	$	(144	)

JPMorgan Bond Fund

JPMorgan Core Plus Bond Fund

Notes to Pro Forma Financial Statements (unaudited)

August 31, 2008

Combined Portfolio


Valuation Inputs	Investment In Securities		Liabilities in Securities Sold Short^			Appreciation on Other Financial Instruments*		Depreciation in Other Financial Instruments*

Level 1	$	44,670	$	(31	)	$	900	$	(482	)
Level 2		1,378,933		(62,281	)		7,948		(6,844	)
Level 3		18,669		—			—		—
Total	$	1,442,272	$	(62,312	)	$	8,848	$	(7,326	)

^ Liabilities in securities sold short may include written options.

* Other financial instruments include futures, forwards and swap contracts.

SFAS 157 also requires a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining fair value (amounts in thousands):

Bond Fund


	Investments in Securities			Other Financial Instruments*

Balance as of 9/1/07	$	24,117		$	—
Realized gain (loss)		—	(a)		—
Change in unrealized appreciation (depreciation)		(6,550	)		—
Net amortization/accretion		—	(a)		—
Net purchases (sales)		(3,184	)		—
Net transfer in (out) of Level 3		2,812			—
Balance as of 8/31/08	$	17,195			—

Core Plus Bond Fund


	Investments in Securities			Other Financial Instruments*

Balance as of 9/1/07	$	50		$	—
Realized gain (loss)		(110	)		—
Change in unrealized appreciation (depreciation)		81			—
Net amortization/accretion		—			—
Net purchases (sales)		(2	)		—
Net transfer in (out) of Level 3		1,455			—
Balance as of 8/31/08	$	1,474			—

JPMorgan Bond Fund

JPMorgan Core Plus Bond Fund

Notes to Pro Forma Financial Statements (unaudited)

August 31, 2008

Combined Pro Forma Fund


	Investments in Securities			Other Financial Instruments*

Balance as of 9/1/07	$	24,167		$	—
Realized gain (loss)		(110	)		—
Change in unrealized appreciation (depreciation)		(6,469	)		—
Net amortization/accretion		—	(a)		—
Net purchases (sales)		(3,186	)		—
Net transfer in (out) of Level 3		4,267			—
Balance as of 8/31/08	$	18,669			—

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

B. Shares of Beneficial Interest — The Pro Forma net asset value per share assumes the issuance of 2,423 Class A shares, 418 Class B shares, 722 Class C shares, 10,201 Select Class shares, 18,883 Institutional Class shares and 13,087 Ultra shares of Core Plus Bond Fund in exchange for 2,330 Class A shares, 407 Class B shares, 699 Class C Shares, 9,903 Select Class shares, 18,340 Institutional Class shares and 12,721 Ultra shares of Bond Fund, respectively (shares in thousands).

C. Federal Income Taxes — Each Fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the acquisition, Core Bond Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interest of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, Federal income taxes.

JPMorgan Tax Aware Enhanced Income Fund/JPMorgan Short-Intermediate Municipal Bond Fund

Combined Schedule of Portfolio Investments

As of August 31, 2008 (unaudited)

(Amounts in thousands)


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Long-Term Investments — 82.0%
								Asset-Backed Security — 0.3%
	1,300							Sigma Finance Corp., (Cayman Islands),		1,300
			1,040					VAR, 2.70%, 09/15/08 (e) (f) (i) (s) (Cost $1,300, $0 and $1,300 respectively)				1,040


								Collateralized Mortgage Obligations — 0.7%
								Agency CMO — 0.6%
	1,596							Federal National Mortgage Association REMICS,		1,596
			1,585					Series 2002-36, Class FS, VAR, 2.97%, 09/25/08				1,585
	262							Government National Mortgage Association,		262
			259					Series 2000-38, Class F, VAR, 2.87%, 09/20/08				259

			1,844									1,844


								Non-Agency — 0.1%
	802							Indymac Index Mortgage Loan Trust,		802
			428					Series 2004-AR7, Class A1, VAR, 2.91%, 12/25/08				428

			2,272					Total Collateralized Mortgage Obligations (Cost $2,659, $0 and $2,659 respectively)				2,272


								Corporate Bond — 0.1%
								Diversified Financial Services — 0.1%
	500							ZFS Finance USA Trust III,		500
			438					VAR, 3.93%, 09/15/08 (e) (i) (Cost $510, $0 and $510 respectively)				438


								Municipal Bonds — 80.9%
								Alabama — 1.2%
					250			Alabama Public Housing Authorities,		250
							252	Series A, Rev., FSA, 3.50%, 01/01/10 (m)				252
								Huntsville Madison County Airport Authority,
					2,330		2,409	Rev., FSA, 5.00%, 07/01/12		2,330		2,409
					1,450		1,497	Rev., FSA, 5.00%, 07/01/13		1,450		1,497

							4,158					4,158


								Alaska — 0.6%
					1,945			Alaska Energy Authority, Bradley Lake,		1,945
							2,011	Third Series, Rev., FSA, 6.00%, 07/01/09 (m)				2,011


								Arizona — 0.8%
					2,400			Arizona Health Facilities Authority, Phoenix Children’s Hospital,		2,400
							2,205	Series A, Rev., VAR, 2.84%, 09/04/08 (m)				2,205
					375			Tucson & Prima Counties, IDA, Mortgage-Backed Securities Program,		375
							387	Series 1A, Rev., VAR, GNMA/FNMA, 7.45%, 01/01/10				387

							2,592					2,592


								California — 4.5%
					3,400			City of Lodi, Electric Systems, Capital Appreciation,		3,400
							1,374	Series B, COP, MBIA, Zero Coupon, 01/15/09 (p)				1,374
					2,020			Golden State Tobacco Securitization Corp., Enhanced Asset-Backed,		2,020
							1,805	Series A1, Rev., 4.50%, 06/01/17				1,805
					1,000			Long Beach Bond Finance Authority, Natural Gas,		1,000
							1,011	Series A, Rev., 5.00%, 11/15/09				1,011
					1,210			Orange County, Water District,		1,210
							1,239	Series B, COP, MBIA, 4.50%, 08/15/09				1,239
	1,000							Riverside County Transportation Commission, Sales Tax Revenue,		1,000
			1,033					Series A-1, Rev., 5.00%, 12/01/09				1,033
								State of California, Economic Recovery,
					3,375		3,730	Series A, GO, MBIA, 5.25%, 07/01/13		3,375		3,730
	1,000		1,043		2,750		2,868	Series B, GO, VAR, 5.00%, 03/01/10		3,750		3,911
	1,000							State of California, Stem Cell Research and Cures,		1,000
			1,006					Series A, GO, VAR, 5.17%, 04/01/09				1,006

			3,082				12,027					15,109


								Colorado — 2.7%
					2,400			Colorado Housing & Finance Authority, Multi-Family Housing,		2,400
							2,400	Series A-1, Rev., VAR, MBIA, 2.00%, 04/01/30				2,400

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Delta County, Memorial Hospital District Enterprise,
					1,025		1,025	Rev., 4.10%, 09/01/08		1,025		1,025
					1,155		1,166	Rev., 4.45%, 09/01/09		1,155		1,166
					2,300			Denver City & County, Airport, Floating Rate Certificates,		2,300
							2,344	Series A2, Rev., VAR, 5.25%, 11/15/08				2,344
					785			Denver City & County, Metropolitan Mayors Caucus,		785
							793	Series A, Rev., VAR, GNMA/FNMA/FHLMC COLL, 6.35%, 05/01/09				793
					1,000			El Paso County School District No. 12 Cheyenne Mountain,		1,000
							1,036	GO, 5.70%, 09/15/09 (p)				1,036
					400			El Paso County, Single Family Mortgage,		400
							411	Series A, Rev., 4.50%, 05/01/12				411

							9,175					9,175


								Connecticut — 2.9%
					5			City of New Haven,		5
							5	Series C, GO, MBIA, 5.00%, 11/01/08 (p)				5
					2,605			Connecticut State Higher Education Supplement Loan Authority,		2,605
							2,582	Family Education Loan Program, Series A, Rev., MBIA, 4.38%, 11/15/13				2,582
								State of Connecticut,
					5,000		5,392	GO, 5.00%, 03/15/12		5,000		5,392
					1,495		1,574	Series B, GO, 5.75%, 11/01/09 (p)		1,495		1,574

							9,553					9,553


								Delaware — 0.8%
					2,500			Delaware Transportation Authority, Motor Fuel Tax Revenue,		2,500
							2,728	Series B, Rev., AMBAC, 5.25%, 07/01/12				2,728


								District of Columbia — 0.3%
					1,090			District of Columbia,		1,090
							1,116	Series E, GO, 4.00%, 06/01/10				1,116


								Florida — 8.7%
					1,600			Broward County, Resource Recovery, Wheelabrator,		1,600
							1,614	Series A, Rev., 5.50%, 12/01/08				1,614
					605			City of Atlantic Beach, Health Care Facilities, Fleet Landing Project,		605
							605	Rev., ACA, 5.25%, 10/01/08 (m)				605
					2,195			Collier County School Board,		2,195
							2,397	COP, FSA, 5.38%, 02/15/12 (p)				2,397
					685			Escambia County, Housing Finance Authority, Multi-County Program,		685
							684	Series A, Rev., GNMA/FNMA, 2.63%, 10/01/09				684
	1,780				2,150			Florida Housing Finance Corp., Multi-Family Mortgage, Heritage Villas,		3,930
			1,793				2,166	Series F, Rev., 4.00%, 10/01/10				3,959
	1,000				3,500			Highlands County Health Facilities Authority, Adventist Health Hospital,		4,500
			1,017				3,560	Series I, Rev., VAR, 5.00%, 11/16/09				4,577
					3,000			Miami-Dade County Educational Facilities Authority, University of Miami,		3,000
							3,162	Series B, Rev., 5.00%, 04/01/12				3,162
					5,325			Miami-Dade County School Board,		5,325
							5,549	Series A, COP, AMBAC, 5.00%, 08/01/10				5,549
					1,645			Miami-Dade County, Water & Sewer System,		1,645
							1,772	Series B, Rev., FSA, 5.00%, 10/01/13				1,772
					2,650			Palm Beach County School Board,		2,650
							2,767	Series B, COP, VAR, FGIC, 5.00%, 08/01/11				2,767
					2,000			University Athletic Association, Inc., Athletic Program,		2,000
							2,032	Rev., VAR, LOC: Suntrust Bank, 3.80%, 10/01/11				2,032

			2,810				26,308					29,118


								Georgia — 0.4%
								Monroe County Development Authority, Pollution Control, Oglethorpe Power Corp.,
					905		919	Series A, Rev., MBIA-IBC, 6.70%, 01/01/09		905		919
					500		530	Series A, Rev., MBIA-IBC, 6.75%, 01/01/10		500		530

							1,449					1,449


								Hawaii — 1.5%
					2,000			Honolulu City & County,		2,000
							2,002	GO, MBIA-IBC, 5.45%, 09/11/08 (p)				2,002
					2,750			State of Hawaii,		2,750
							2,978	Series CZ, GO, FSA, 5.00%, 07/01/12 (p)				2,978

							4,980					4,980

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Illinois — 2.1%
					1,300			Chicago Transit Authority, Federal Transit Administration,		1,300
							1,418	Rev., Assured Guaranty, Ltd., 5.00%, 06/01/14				1,418
					1,000			City of Chicago, Wastewater Transmission, Second Lien,		1,000
							1,063	Rev., MBIA, 6.00%, 01/01/10 (p)				1,063
					1,790			Illinois Educational Facilities Authority, Medical Term-Field Museum,		1,790
							1,855	Rev., VAR, 4.45%, 11/01/14				1,855
	1,000							Illinois Educational Facilities Authority, University of Chicago,		1,000
			1,018					Series B, Rev., VAR, 4.05%, 07/01/09				1,018
					1,675			Winnebago County, School District No. 122 Harlem-Loves Park,		1,675
							1,726	GO, FGIC, 6.55%, 06/01/09				1,726

			1,018				6,062					7,080


								Indiana — 1.6%
					1,750			Indiana Health Facility Financing Authority, Ascension Health,		1,750
							1,825	Series A3, Rev., VAR, 5.00%, 07/01/11				1,825
								New Albany School District, Floyd County School Building Corp., First Mortgage,
					635		642	Rev., FGIC, 5.00%, 01/15/09		635		642
					1,305		1,353	Rev., FGIC, 5.00%, 01/15/10		1,305		1,353
	900							Shelbyville Individual Elementary School Building Corp.,		900
			923					Rev., FSA, 5.75%, 01/15/09 (p)				923
	750							The Indianapolis Local Public Improvement Bond Bank,		750
			750					Series A-1, Rev., 2.25%, 10/01/08				750

			1,673				3,820					5,493


								Kansas — 1.9%
					2,400			City of Olathe,		2,400
							2,610	Series 211, GO, 5.00%, 10/01/12				2,610
					1,010			Saline County Unified School District No. 305,		1,010
							1,013	GO, FSA, 5.25%, 09/01/13				1,013
	1,700				950			Sedgwick County Unified School District No. 259,		2,650
			1,801				1,006	GO, MBIA, 5.50%, 09/01/10				2,807

			1,801				4,629					6,430


								Louisiana — 0.7%
								Louisiana Public Facilities Authority, Ochsner Clinic Foundation Project,
	900		911					Series B, Rev., 5.00%, 05/15/09		900		911
					635		654	Series B, Rev., 5.00%, 05/15/10		635		654
								Parish of St. Mary, Solid Waste,
					280		282	Rev., 5.40%, 03/01/09		280		282
					295		302	Rev., 5.40%, 03/01/10		295		302
					310		319	Rev., 5.40%, 03/01/11		310		319

			911				1,557					2,468


								Massachusetts — 2.1%
					2,000			Commonwealth of Massachusetts,		2,000
							2,386	Series A, GO, AMBAC, 6.50%, 11/01/14 (p)				2,386
					3,000			Massachusetts Housing Finance Agency, Insured Construction Loan,		3,000
							3,004	Series A, Rev., AMT, FSA, 4.13%, 10/06/08				3,004
								New Bedford Housing Authority, Capital Funding Program,
					620		621	Series A, Rev., 2.70%, 10/01/08		620		621
					635		643	Series A, Rev., 3.00%, 10/01/09		635		643
					375		382	Series A, Rev., 3.20%, 10/01/10		375		382

							7,036					7,036


								Michigan — 0.8%
	895							Michigan South Central Power Agency, Power Supply System Revenue,		895
			898					Rev., AMBAC, 5.00%, 11/01/08				898
					1,470			Van Buren Township Local Development Authority, Tax Increment,		1,470
							1,610	GO, FGIC, 5.25%, 04/01/13 (p)				1,610

			898				1,610					2,508


								Minnesota — 1.3%
	1,815				2,250			South Washington County Independent School District No 833,		4,065
			1,903				2,360	Series A, GO, MBIA, 5.60%, 02/01/10				4,263

			1,903				2,360					4,263


								Mississippi — 0.6%
								Mississippi Development Bank Special Obligation, Marshal County Correctional,
	750		781					Series C, Rev., 5.00%, 08/01/10		750		781

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

					1,045			Mississippi Development Bank Special Obligation, Wilkinson County Correctional Center,		1,045
							1,099	Series D, Rev., 5.00%, 08/01/11				1,099

			781				1,099					1,880


								Missouri — 2.4%
					2,500			City of St Louis, Lambert-St. Louis International Airport,		2,500
							2,557	Series A, Rev., FSA, 5.00%, 07/01/09				2,557
	1,500							Missouri Public Utilities Commission,		1,500
			1,500					Rev., 4.75%, 09/01/08				1,500
					3,085			Missouri State Board of Public Buildings,		3,085
							3,292	Series A, Rev., 5.50%, 10/15/10				3,292
					665			Riverview Gardens School District, Capital Appreciation,		665
							616	GO, FSA, Zero Coupon, 04/01/11				616

			1,500				6,465					7,965


								New Hampshire — 1.2%
					4,000			New Hampshire Business Finance Authority, Pollution Control,		4,000
							4,021	Series A, Rev., VAR, 3.50%, 02/01/09				4,021


								New Jersey — 2.5%
					4,500			New Jersey EDA, School Facilities Construction,		4,500
							4,823	Rev., VAR, FSA, 5.00%, 09/01/14				4,823
					700			New Jersey State Educational Facilities Authority, Stevens Institute of Technology,		700
							713	Series A, Rev., 5.00%, 07/01/13				713
								New Jersey Transportation Trust Fund Authority,
					370			State of New Jersey,		370
							412	Series N, GO, FGIC, 5.50%, 07/15/13				412
					2,250			State of New Jersey, Equipment Lease Purchase,		2,250
							2,339	Series A, COP, 5.00%, 06/15/10				2,339

							8,287					8,287


								New York — 3.4%
					2,060			Erie County Industrial Development Agency, School District Buffalo Project,		2,060
							2,218	Series A, Rev., FSA, 5.00%, 05/01/12				2,218
					3,000			New York State Dormitory Authority,		3,000
							3,212	Series B, Rev., VAR, 5.25%, 05/15/12				3,212
					3,500			New York State Thruway Authority, Second Generation Highway & Bridge Trust Fund,		3,500
							3,715	Series B, Rev., 5.00%, 04/01/11				3,715
					2,000			Tobacco Settlement Financing Authority,		2,000
							2,080	Series A, Rev., 5.00%, 06/01/10				2,080

							11,225					11,225


								North Carolina — 2.0%
					2,090			North Carolina Eastern Municipal Power Agency,		2,090
							2,243	Series A, Rev., Assured Guaranty, Ltd., 5.00%, 01/01/13				2,243
								North Carolina Medical Care Commission, First Mortgage, Deerfield,
					1,000		997	Series A, Rev., 3.13%, 11/01/09		1,000		997
					1,500		1,498	Series A, Rev., 3.38%, 11/01/10		1,500		1,498
					1,850			North Carolina Municipal Power Agency, No. 1-Catawba Electric,		1,850
							1,977	Series A, Rev., 5.25%, 01/01/13				1,977

							6,715					6,715


								Ohio — 4.8%
					3,400		3,105	Buckeye Tobacco Settlement Financing Authority, Asset-Backed, Turbo, Series A-2, Rev., 5.13%, 06/01/17		3,400		3,105
					615			Cleveland-Cuyahoga County Port Authority, Bond Fund Program, Myers University Project,		615
							599	Series E, Rev., 4.65%, 05/15/14				599
					6,000		6,001	Cleveland-Cuyahoga County Port Authority, Rock & Roll Hall of Fame Project, Rev., FSA, 3.60%, 12/01/08		6,000		6,001

								Columbus Regional Airport Authority, Joseph Knight Towers Projects,
					40		40	Series A, Rev., GNMA COLL, 3.60%, 02/20/09		40		40
					480		476	Series A, Rev., GNMA COLL, 4.30%, 02/20/14		480		476
					4,325			Milford Exempt Village School District, School Improvement,		4,325
							4,685	GO, FSA, 5.13%, 12/01/11 (p)				4,685
					1,000			University of Cincinnati,		1,000
							1,057	Series T, Rev., 5.50%, 06/01/10				1,057

							15,963					15,963

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Oklahoma — 0.4%
	1,020							Norman Regional Hospital Authority,		1,020
			1,020					Rev., RADIAN, 4.50%, 09/01/08				1,020
					360			Oklahoma Housing Finance Agency, Single Family Housing,		360
							369	Series B-2, Rev., AMT, GNMA/FNMA, 6.80%, 09/01/09				369

			1,020				369					1,389


								Oregon — 1.5%
					1,075		1,085	Marion & Clackamas Counties School District No. 4J Silver Falls, GO, 3.00%, 06/15/09		1,075		1,085
					4,015			MMA Financial CDD Senior Securitization Trust, Harmony Pass-Through Certificates,		4,015
							4,016	Series A, Rev., VAR, LOC: Compass Bank, 3.38%, 11/01/08 (i)				4,016

							5,101					5,101


								Pennsylvania — 4.3%
					500			City of Philadelphia, Gas Works, Fifth,		500
							515	Series A-1, Rev., FSA, 5.00%, 09/01/09				515
					3,625			City of Philadelphia, Water & Wastewater,		3,625
							3,868	Series A, Rev., AMBAC, 5.00%, 08/01/13				3,868
	1,125							Exeter Township,		1,125
			1,183					GO, AMBAC, 5.00%, 07/15/10				1,183
	1,125		1,151					Pennsylvania Higher Educational Facilities Authority, LaSalle University, Series A, Rev., 5.00%, 05/01/10		1,125		1,151
	2,000		2,102					Pennsylvania Higher Educational Facilities Authority, University of Pennsylvania, Rev., 5.00%, 08/01/10		2,000		2,102
					400			Pennsylvania State Higher Educational Facilities Authority, Allegheny Delaware Obligation,		400
							402	Series A, Rev., MBIA, 5.60%, 11/15/09				402
					1,000			Pennsylvania State Higher Educational Facilities Authority, LaSalle University,		1,000
							989	Series A, Rev., 4.13%, 05/01/13				989
					145			Pennsylvania State Housing Finance Agency, Single Family Mortgage,		145
							145	Series 65A, Rev., AMT, 4.60%, 10/01/08				145
	1,500							Pennsylvania Turnpike Commission,		1,500
			1,504					Series A, Rev., BAN, AMBAC, 4.00%, 10/15/08				1,504
					2,450			Philadelphia Parking Authority, Airport,		2,450
							2,561	Rev., 5.00%, 09/01/11				2,561

			5,940				8,480					14,420


								Puerto Rico — 1.6%
	925				1,400			Children’s Trust Fund,		2,325
			968				1,464	Rev., 5.75%, 07/01/10 (p)				2,432
	500				2,375			Puerto Rico Government Development Bank,		2,875
			503				2,388	Series B, Rev., 5.00%, 12/01/08				2,891

			1,471				3,852					5,323


								Rhode Island — 1.2%
					3,975			Rhode Island Refunding Bond Authority,		3,975
							4,022	Series A, Rev., AMBAC, 5.25%, 10/06/08				4,022


								South Carolina — 2.0%
					1,160			Charleston County School District Development Corp.,		1,160
							1,209	Series B, GO, SCSDE, 5.00%, 02/01/10				1,209
					1,000			Charleston County, Public Improvements,		1,000
							1,044	GO, 5.25%, 09/01/09 (p)				1,044
	400				4,300			Tobacco Settlement Revenue Management Authority,		4,700
			390				4,192	Rev., 5.00%, 12/01/08				4,582

			390				6,445					6,835


								Tennessee — 1.8%
					2,550			Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board, Vanderbilt University,		2,550
							2,800	Series A, Rev., 5.00%, 10/01/13				2,800

					3,000		3,164	Shelby County, Public Improvement, Series A, GO, 5.63%, 04/01/10 (p)		3,000		3,164

							5,964					5,964


								Texas — 10.4%
								Austin Independent School District, Capital Appreciation,
					1,035		981	GO, FGIC, Zero Coupon, 08/01/10 (m)		1,035		981
					1,205		1,098	GO, FGIC, Zero Coupon, 08/01/11 (m)		1,205		1,098

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

					4,500			Camino Real Regional Mobility Authority,		4,500
							4,763	Rev., 5.00%, 08/15/12				4,763
					2,685			City of Beaumont, Waterworks & Sewer System,		2,685
							2,899	Rev., FGIC, 6.25%, 09/01/10 (p)				2,899
					2,615			City of Frisco, Certificates Obligation,		2,615
							2,795	Series A, GO, FGIC, 5.25%, 02/15/11 (p)				2,795
					3,125			City of Houston, Water & Sewer System, Junior Lien,		3,125
							3,311	Series B, Rev., FGIC, 5.25%, 12/01/10 (p)				3,311
								City of San Antonio, Electric & Gas Systems,
					2,785		2,996	Series A, Rev., 5.00%, 02/01/12		2,785		2,996
	1,200							Dallas-Fort Worth International Airport Facilities Improvement Corp.,		1,200
			1,203					Series A, Rev., XLCA, 5.00%, 11/01/08				1,203
					3,400			Harris County Hospital District,		3,400
							3,363	Series B, Rev., VAR, MBIA, 4.80%, 08/16/10				3,363
					2,205			Houston Community College System, Junior Lien,		2,205
							2,376	Series A, Rev., MBIA, 5.38%, 04/15/11 (p)				2,376
					2,385			Houston Community College System, Unrefunded Balance, Junior Lien,		2,385
							2,524	Series A, Rev., MBIA, 5.38%, 04/15/11				2,524
					1,000			Lower Colorado River Authority,		1,000
							1,057	Rev., 5.00%, 05/15/11				1,057
	1,000							SA Energy Acquisition Public Facility Corp., Gas Supply,		1,000
			1,015					Rev., 5.00%, 08/01/10				1,015
								San Leanna Educational Facilities Corp., Higher Education, St. Edwards University Project,
	210		213					Rev., 4.25%, 06/01/10		210		213
					285		292	Rev., 4.50%, 06/01/11		285		292
					200		204	Rev., 4.50%, 06/01/12		200		204
					1,500			Tarrant County Cultural Education Facilities Finance Corp., Texas Health Resources,		1,500
							1,580	Series A, Rev., 5.00%, 02/15/13				1,580
	500				1,500			Texas Municipal Gas Acquisition & Supply Corp.,		2,000
			501				1,502	Series D, Rev., 5.00%, 12/15/08				2,003

			2,932				31,741					34,673


								Virginia — 4.8%
					1,000			Big Stone Gap Redevelopment & Housing Authority, Correctional Facilities,		1,000
							1,000	Rev., 5.00%, 09/01/08				1,000
	345							Stafford County EDA, Public Facilities Project,		345
			360					Rev., GTY, 5.00%, 04/01/10				360
								Virginia Beach Development Authority, Sentara Health Systems,
					2,985		3,030	Rev., 5.25%, 11/01/08		2,985		3,030
					5,100		5,487	Series A, Rev., 5.00%, 12/01/11		5,100		5,487
					4,500			Virginia Commonwealth Transportation Board, Federal Highway Reimbursement Notes,		4,500
							4,896	Rev., 5.00%, 09/27/12				4,896
					1,125			Virginia Resources Authority, Clean Water Revolving Fund,		1,125
							1,247	Rev., 5.00%, 10/01/14				1,247

			360				15,660					16,020


								Washington — 1.1%
	500							Energy Northwest, Columbia Generator Project,		500
			500					Series E, Rev., 4.15%, 07/01/09				500
					1,000			Energy Northwest, Wind Project,		1,000
							1,036	Rev., MBIA, 5.00%, 07/01/10				1,036
	1,050							Port of Olympia,		1,050
			1,090					Series B, GO, AMT, FSA, 5.00%, 12/01/10				1,090
	1,000							Port of Seattle, Sub Lien,		1,000
			1,018					Series B, Rev., FGIC, 5.50%, 09/01/09				1,018

			2,608				1,036					3,644

			31,098				239,616	Total Municipal Bonds (Cost $30,923, $238,100 and $269,023 respectively)				270,714

			34,848				239,616	Total Long-Term Investments (Cost $35,392, $238,100 and $273,492 respectively)				274,464


								Short-Term Investments — 18.7%
								Municipal Bond — 9.2%
								Alabama — 1.0%
	1,000							Mobile Individual Development, Holnam Project,		1,000
			1,000					Series A, Rev., VRDO, LOC: Bayerische Landesbank, 1.83%, 08/04/08				1,000
	2,500							University of Alabama, Birmingham,		2,500
			2,500					Series B, Rev., VRDO, 1.88%, 09/02/08				2,500

			3,500									3,500

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund	JPMorgan Short- Intermediate Municipal Bond Fund		Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)	Value ($)	Security Description (t)	Principal Amount ($)		Value ($)

						District of Columbia — 0.9%
	2,945					Catholic University of America,		2,945
			2,945			Rev., VRDO, LOC: Suntrust Bank, 3.97%, 09/02/08				2,945


						Florida — 0.6%
	2,000					JEA, Water & Sewer,		2,000
			2,000			Series A-2, Rev., VRDO, 1.75%, 09/02/08				2,000


						Georgia — 0.8%
	2,600					De Kalb Private Hospital Authority, Children’s Healthcare,		2,600
			2,600			Rev., VRDO, 1.82%, 09/02/08				2,600


						Illinois — 0.3%
	1,000					University of Illinois Certificates of Participation, Utility Infrastructure Projects,		1,000
			1,000			VRDO, 1.75%, 09/03/08				1,000


						Indiana — 0.3%
	1,000					Indiana State Office Building Commission, Miami Correctional Facilities,		1,000
			1,000			Series A, Rev., VRDO, 1.85%, 09/02/08				1,000


						Kansas — 0.3%
	1,100					Kansas State Department of Transportation, Highway,		1,100
			1,100			Series C4, Rev., VRDO, 1.50%, 09/02/08				1,100


						Maryland — 0.3%
	1,000					Maryland Health & Higher Education Facilities Authority,		1,000
			1,000			Series A, Rev., VRDO, 1.80%, 09/02/08				1,000


						Michigan — 0.6%
	1,100					Michigan Hospital Finance Authority, Ascension Health,		1,100
			1,100			Series B-8, Rev., VRDO, 1.76%, 09/02/08				1,100
	1,000					Michigan Municipal Building Authority,		1,000
			1,000			Rev., VRDO, 3.05%, 09/08/08				1,000

			2,100							2,100


						Nebraska — 0.3%
	1,000					American Public Energy Agency Gas Supply,		1,000
			1,000			Series A, Rev., VRDO, 2.00%, 09/03/08				1,000


						New York — 0.6%
	2,000					Metropolitan Transportation Authority,		2,000
			2,000			Series 1480, Rev., VRDO, LIQ: Morgan Stanley Municipal Funding, 1.95%, 09/03/08				2,000
	1					New York State Environmental Facilities Corp., Clean Water & Drinking,		1
			1			Series 731, Rev., VRDO, 1.82%, 09/03/08				1

			2,001							2,001


						North Carolina — 0.3%
	1,000					County of Wake,		1,000
			1,000			Series A, GO, VRDO, 1.85%, 09/02/08				1,000


						Pennsylvania — 0.3%
	1,000					Delaware Valley Regional Finance Authority, Mode 1,		1,000
			1,000			Rev., VRDO, LOC: Bayerische Landesbank, 1.75%, 09/03/08				1,000


						Puerto Rico — 0.1%
	400					Puerto Rico Highway & Transportation Authority,		400
			400			Series A, Rev., VRDO, LOC: Scotiabank, 1.60%, 09/04/08				400


						Texas — 1.5%
	1,000					City of Houston, First Lien,		1,000
			1,000			Series B4, Rev., VRDO, LOC: Bank of America N.A., 1.80%, 09/02/08				1,000
	1,000					Harris County Flood Control District, Contract,		1,000
			1,000			Series B, GO, VRDO, 1.80%, 09/04/08				1,000
	1,000					San Antonio Empowerment Zone Development Corp., Drury Southwest Hotel Project,		1,000
			1,000			Rev., VRDO, U.S. Bank N.A., 2.15%, 09/03/08				1,000
	2,000					State of Texas, Veterans Housing Fund II,		2,000
			2,000			Series A-2, GO, VRDO, LIQ: Texas Comptroller Public Accounts, 1.93%, 09/03/08				2,000

			5,000							5,000

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund			JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund				Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)			Principal Amount ($)		Value ($)			Security Description (t)	Principal Amount ($)		Value ($)

										Utah — 0.3%
	1,000									Intermountain Power Agency, Power Supply,		1,000
			1,000							Series F, Rev., VRDO, AMBAC, 2.35%, 09/02/08				1,000


										Virginia — 0.3%
	1,000									Virginia Public Building Authority,		1,000
			1,000							Series D, Rev., VRDO, 1.85%, 09/02/08				1,000


										Wyoming — 0.3%
	1,000									Sweetwater County Pollution Control, Pacificorp Project,		1,000
			1,000							Rev., VRDO, LOC: Barclays Bank plc, 1.84%, 09/03/08				1,000

			30,646							Total Municipal Bonds (Cost $30,646, $0, and $30,646 respectively)				30,646

Shares					Shares						Shares
										Investment Company — 9.5%
	18,004					13,762				JPMorgan Tax Free Money Market Fund, Institutional Class (b)		31,766
			18,004					13,762		(Cost $18,004, $13,762 and $31,766 respectively)				31,766

			48,650					13,762		Total Short Term Investments (Cost $48,650, $13,762 and $62,412 respectively)				62,412


										Total Investments — 100.7%
			83,498					253,378		(Cost $84,042 $251,862 and $335,904 respectively)				336,876
			(736	)				(1,552	)	Liabilities in Excess of Other Assets — (0.7%)				(2,288	)

		$	82,762				$	251,826		NET ASSETS — 100.0%			$	334,588


										Percentages indicated are based on net assets.


ABBREVIATIONS AND DEFINITIONS:

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

(e)	Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by the Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

(f)	Security is fair valued in accordance with procedures established by and under the supervision and responsibility of the Board of Trustees. The Fund owns fair valued securities with a value of approximately $1,040 which amounts to 0.2% of total investments.

(g)	Amount rounds to less than 0.1%.

(i)	Security has been deemed illiquid pursuant to procedures approved by the Board of Trustees and may be difficult to sell.

(m)	All or a portion of this security is reserved for current or potential holdings of futures, swaps, options, TBAs, when-issued securities, delayed delivery securities, reverse repurchase agreements, and forward currency contracts.

(p)	Security is prerefunded or escrowed to maturity.

(s)	These holdings represent investments in structured investment vehicles (SIVs). The value of SIVs may be affected by, among other things, changes in: interest rates, the quality of the underlying assets or the market’s assessment thereof, factors concerning interests in and structure of the issuer or the originator of the receivables, or the creditworthiness of the entities that provide credit enhancements. SIVS have experienced decreased liquidity primarily resulting from declines in the market value of certain categories of collateral underlying the SIVs. These holdings were previously determined to be liquid at the time of acquisition of such investments and have since been deemed illiquid due to the changes in market conditions.

(t)	The date shown represents the earliest of the next reset date, next call date, prerefunded date, next put date or final maturity date.

ACA	American Capital Access
AMBAC	American Municipal Bond Assurance Corp.
AMT	Alternative Minimum Tax
BAN	Bond Anticipation Note
CDD	Community Development District
COLL	Collateral
COP	Certificate of Participation
EDA	Economic Development Authority
FGIC	Financial Guaranty Insurance Co.
FHLMC	Federal Home Loan Mortgage Corp.
FNMA	Federal National Mortgage Association
FSA	Financial Security Assurance
GNMA	Government National Mortgage Association
GO	General Obligation
IBC	Insured Bond Certificates
IDA	Industrial Development Authority
LIQ	Liquidity Agreement
LOC	Letter of Credit
MBIA	Municipal Bond Insurance Association Corp.
RADIAN	Radian Asset Assurance
REMICS	Real Estate Mortgage Investment Conduits
Rev.	Revenue Bond
SCSDE	South Carolina School District Enhancement
VAR	Variable Rate Security. The interest rate shown is the rate in effect as of August 31, 2008.
VRDO	Variable Rate Demand Obligation. The interest rate shown is the rate in effect as of August 31, 2008.
XLCA	XL Capital Assurance

See notes to pro forma financial statements

JPMorgan Tax Aware Enhanced Income Fund/JPMorgan Short-Intermediate Municipal Bond Fund

Pro Forma Combined Statement of Assets and Liabilities

As of August 31, 2008 (Unaudited)

(Amounts in thousands, except per share amount)


	Acquired Fund			Acquiring Fund


	JPMorgan Tax Aware Enhanced Income Fund			JPMorgan Short-Intermediate Municipal Bond Fund			Pro Forma Adjustments			Pro Forma Combined


ASSETS:
Investments in non-affiliates, at value	$	65,494		$	239,616		$	—		$	305,110
Investments in affiliates, at value		18,004			13,762			—			31,766

Total investment securities, at value		83,498			253,378			—			336,876
Cash		—			3			(3	) (a)		—
Receivables:
Fund shares sold		—			2,942			—			2,942
Interest and dividends		525			2,719			—			3,244

Total Assets		84,023			259,042			(3	)		343,062


LIABILITIES:
Payables:
Due to custodian	$	999		$	—			(3	) (a)		996
Dividends		179			354			—			533
Investment securities purchased		—			6,282			—			6,282
Fund shares redeemed		—			413			—			413
Accrued liabilities:
Investment advisory fees		4			53			(29	) (b)		28
Administration fees		2			21			—			23
Shareholder servicing fees		5			21			—			26
Distribution fees		—	(c)		24			—			24
Custodian and accounting fees		2			1			—			3
Trustees’ and Chief Compliance Officer’s fees		4			1			—			5
Other		66			46			29	(b)		141

Total Liabilities		1,261			7,216			(3	)		8,474

Net Assets	$	82,762		$	251,826		$	—		$	334,588


NET ASSETS:
Paid in capital	$	108,695		$	252,945		$	—		$	361,640
Accumulated undistributed (distributions in excess of) net investment income		15			(10	)		—			5
Accumulated net realized gains (losses)		(25,404	)		(2,625	)		—			(28,029	)
Net unrealized appreciation (depreciation)		(544	)		1,516			—			972

Total Net Assets	$	82,762		$	251,826		$	—		$	334,588


Net Assets:
Class A	$	1,304		$	54,530		$	—		$	55,834	(d)
Class B		—			4,418			—			4,418	(d)
Class C		—			15,462			—			15,462	(d)
Select Class		22,329			177,416			—			199,745	(d)
Institutional Class		59,129			—			—			59,129	(d)

Total Net Assets	$	82,762		$	251,826		$	—		$	334,588


Outstanding units of beneficial interest (shares) ($0.0001 par value; unlimited number of shares authorized):
Class A		132			5,315			(5	) (e)		5,442
Class B		—			427			—			427
Class C		—			1,494			—			1,494
Select Class		2,257			17,239			(87	) (e)		19,409
Institutional Class		5,983			—			(237	) (e)		5,746

Net asset value per share
Class A - Redemption price per share	$	9.89		$	10.26			—		$	10.26
Class B - Offering price per share (f)		0.00			10.35			—			10.35
Class C - Offering price per share (f)		0.00			10.35			—			10.35
Select Class - Offering and redemption price per share		9.89			10.29			—			10.29
Institutional Class - Offering and redemption price per share		9.88			0.00			—			10.29
Class A maximum sales charge		2.25	%		2.25	%		—			2.25	%
Class A maximum public offering price per share [net asset value per share/(100% - maximum sales charge)]	$	10.12		$	10.50					$	10.50

Cost of investments in non-affiliates	$	66,037		$	238,100		$	—		$	304,137
Cost of investments in affiliates		18,004			13,762			—			31,766


(a)	Reflects the netting of amounts receivable and payable to and from the custodian.

(b) Each Fund’s adviser or administrator will waive their fees and/or reimburse the Funds in an amount sufficient to offset the costs incurred by each Fund relating to the Reorganization, which include any costs associated with the solicitation of voting instructions.

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

(d)	Reflects total combined net assets due to the merger.

(e)	Reflects the adjustment to the number of shares outstanding due to the merger.

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

See notes to pro forma financial statements

JPMorgan Tax Aware Enhanced Income Fund/JPMorgn Short-Intermediate Municipal Bond Fund

Pro Forma Combined Statement of Operations

For the Twelve Month Period Ended August 31, 2008 (Unaudited)

(Amounts in thousands)


	JPMorgan Tax Aware Enhanced Income Fund			JPMorgan Short- Intermediate Municipal Bond Fund			Pro Forma Adjustments			Pro Forma Combined


INVESTMENT INCOME:
Interest income	$	3,511		$	8,140		$	—		$	11,651
Dividend income from affiliates		386			335			—			721

Total investment income		3,897			8,475			—			12,372

EXPENSES:
Investment advisory fees		274			587			(1	) (a)		860
Administration fees		109			235			—	(a)		344
Distribution fees - Class A		1			85			—	(a)		86
Distribution fees - Class B		—			42			—	(a)		42
Distribution fees - Class C		—			115			—	(a)		115
Shareholder servicing fees - Class A		1			85			—	(a)		86
Shareholder servicing fees - Class B		—			14			—	(a)		14
Shareholder servicing fees - Class C		—			39			(1	) (a)		38
Shareholder servicing fees - Select Class		80			450			—	(a)		530
Shareholder servicing fees - Institutional Class		77			—			—	(a)		77
Custodian and accounting fees		27			39			(20	) (b)		46
Professional fees		47			70			(57	) (b)		60
Trustees’ and Chief Compliance Officer’s fees		1			3			—			4
Printing and mailing costs		1			9			(3	) (b)		7
Registration and filing fees		26			41			(32	) (b)		35
Transfer agent fees		20			47			—			67
Other		6			10			—			16

Total expenses		670			1,871			(114	)		2,427
Less amounts waived		(313	)		(333	)		2	(a)		(644	)
Less earnings credits		(2	)		(5	)		—			(7)
Less reimbursements for legal matters		—			—	(c)		—			—	(c)

Net expenses		355			1,533			(112	)		1,776

Net investment income (loss)		3,542			6,942			112			10,596


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments in non-affiliates		(132	)		353			—			221
Payments by affiliates		—			13			—			13

Net realized gain (loss)		(132	)		366			—			234


Change in net unrealized appreciation (depreciation) of:
Investments in non-affiliates		(505	)		2,703			—			2,198

Change in net unrealized appreciation (depreciation)		(505	)		2,703			—			2,198


Net realized/unrealized gains (losses)		(637	)		3,069			—			2,432


Change in net assets resulting from operations	$	2,905		$	10,011		$	112		$	13,028


(a)	Based on the contract in effect for the surviving fund.

(b)	Decrease due to the elimination of duplicate expenses achieved by merging the funds.

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

See notes to pro forma financial statements

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Short-Intermediate Municipal Bond Fund

Notes to Pro Forma Financial Statements (unaudited)

August 31, 2008

1. Basis of Combination

The accompanying unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of Operations (“Pro Forma statements”) for the twelve months ended August 31, 2008, reflect the accounts of JPMorgan Tax Aware Enhanced Income Fund, a separate fund of JPMorgan Trust I (“Tax Aware Enhanced Income Fund”), and JPMorgan Short-Intermediate Municipal Bond Fund, a separate fund of JPMorgan Trust II (“Short-Intermediate Municipal Bond Fund”), each a “Fund” and collectively, the “Funds”. Following the combination, the Short-Intermediate Municipal Bond Fund will be the accounting survivor.

Under the terms of Agreement and Plan of Reorganization, the exchange of assets of Tax Aware Enhanced Income Fund for shares of Short-Intermediate Municipal Bond Fund will be treated as a tax-free reorganization and accordingly, the tax-free reorganization will be accounted for in an as-if pooling of interests and accordingly, will be accounted for by the method of accounting for tax free mergers of investment companies. The combination would be accomplished by an acquisition of the net assets of Class A shares, Select Class shares and Institutional Class shares of Tax Aware Enhanced Income Fund in exchange for Class A shares, Select Class shares and Institutional Class Shares of Short-Intermediate Municipal Bond Fund, respectively, at net asset value. The Pro Forma statements have been prepared as though the combination had been effective on August 31, 2008. The unaudited Pro Forma Statement of Operations reflects the results of the Funds for the twelve months ended August 31, 2008, as if the reorganization occurred on September 1, 2007. These Pro Forma statements have been derived from the books and records of the Funds utilized in calculating daily net asset values at the dates indicated above in conformity with U.S. generally accepted accounting principles. The historical cost of investment securities will be carried forward to the surviving entity and the results of operations for pre-combination periods of Short-Intermediate Municipal Bond Fund will not be restated. The fiscal year end is October 31 for Tax Aware Enhanced Income and the end of February for the Short-Intermediate Municipal Bond Fund.

2. Summary of Significant Accounting Policies

The following is a summary of significant accounting policies which are consistently followed by Tax Aware Enhanced Income Fund and Short-Intermediate Municipal Bond Fund in the preparation of its financial statements. Each of the Funds has substantially the same accounting policies, which are detailed in the historical financial statements referenced above in Note 1. The policies are in conformity with generally accepted accounting principles. Preparation of the financial statements includes the use of management estimates. Actual results could differ from those estimates.

A. Security Valuation - Fixed income securities (other than certain short-term investments maturing in less than 61 days) are valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments (other than certain high yield securities) maturing in less than 61 days are valued at amortized cost, which approximates market value. Certain investments of the Portfolio may, depending upon market conditions, trade in relatively thin markets and/or in markets that experience significant volatility. As a result of these conditions, the prices used by the Portfolio to value securities may differ from the value that would be realized if these securities were sold and the differences could be significant. Futures and options shall generally be valued on the basis of available market quotations. Swaps and other derivatives are valued daily primarily using independent or affiliated pricing services approved by the Board of Trustees. If valuations are not available from such services or values received are deemed not representative of market value, values will be obtained from a third party broker-dealer or counterparty. Investments in other open-end investment companies are valued at such investment company’s current day closing net asset value per share. Equity securities listed on a North American, Central American, South American or Caribbean securities exchange shall generally be valued at the last sale price on the exchange on which the security is principally traded that is reported before the time when the net assets of the Portfolio are valued. The value of securities listed on The NASDAQ Stock Market LLC shall generally be the NASDAQ Official Closing Price.

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Short-Intermediate Municipal Bond Fund

Notes to Pro Forma Financial Statements (unaudited)

August 31, 2008

Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Board of Trustees. Valuations may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry. It is possible that the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could have been material.

In September 2006, the Statement of Financial Accounting Standards No. 157 — Fair Value Measurements — (“SFAS 157”), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 requires disclosure surrounding the various inputs that are used in determining the fair value of the Portfolio’s investments. These inputs are summarized into the three broad levels listed below.

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of August 31, 2008 in valuing the Fund’ assets and liabilities carried at fair value (amounts in thousands):


Tax Aware Enhanced Income Fund

Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	18,004	$	—
Level 2		64,454		—
Level 3		1,040		—

Total	$	83,498	$	—


Combined Portfolio

Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	31,766
Level 2		304,070
Level 3		1,040

Total	$	336,876


Short-Intermediate Municipal Bond Fund

Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	13,762	$	—
Level 2		239,616		—
Level 3		—		—

Total	$	253,378	$	—

* Other financial instruments include futures, forwards and swap contracts.

SFAS 157 also requires a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining fair value (amounts in thousands):

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Short-Intermediate Municipal Bond Fund

Notes to Pro Forma Financial Statements (unaudited)

August 31, 2008


Tax Aware Enhanced Income Fund

	Investment In Securities		Other Financial Instruments*

Balance as of August 31, 2007	$	—	$	—
Realized gain (loss)		—		—
Change ununrealized appreciation (depreciation)		—		—
Net amortization/accretion		—		—
Net purchases (sales)		—		—
Net transfers in (out) of Level 3		1,040		—

Balance as of August 31, 2008	$	1,040	$	—


Short-Intermediate Municipal Bond Fund

	Investment In Securities		Other Financial Instruments*

Balance as of August 31, 2007	$	—	$	—
Realized gain (loss)		—		—
Change ununrealized appreciation (depreciation)		—		—
Net amortization/accretion		—		—
Net purchases (sales)		—		—
Net transfers in (out) of Level 3		—		—

Balance as of August 31, 2008	$	—	$	—


Combined Portfolio

	Investment In Securities		Other Financial Instruments*

Balance as of August 31, 2007	$	—	$	—
Realized gain (loss)		—		—
Change ununrealized appreciation (depreciation)		—		—
Net amortization/accretion		—		—
Net purchases (sales)		—		—
Net transfers in (out) of Level 3		1,040		—

Balance as of August 31, 2008	$	1,040	$	—

B. Shares of Beneficial Interest — The Pro Forma net asset value per share assumes the issuance of 127 Class A shares, 2,170 Select Class shares and 5,746 Institutional Class shares of Short-Intermediate Municipal Bond Fund in exchange for 132 Class A shares, 2,257 Select Class shares and 5,983 Institutional Class shares of Tax Aware Enhanced Income, respectively (shares in thousands).

C. Federal Income Taxes — Each Fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the acquisition, Short-Intermediate Municipal Bond Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interest of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, Federal income taxes.

JPMorgan Tax Aware Enhanced Income Fund/JPMorgan Tax Aware Short-Intermediate Income Fund/JPMorgan Short-Intermediate Municipal Bond Fund

Combined Schedule of Portfolio Investments

As of August 31, 2008 (unaudited)

(Amounts in thousands)


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

												Long-Term Investments — 89.5%
												Asset-Backed Security — 0.2%
	1,300											Sigma Finance Corp., (Cayman Islands),		1,300
			1,040									VAR, 2.70%, 09/15/08 (e) (f) (i) (s) (Cost $1,300, $0, $0 and $1,300 respectively)				1,040


												Collateralized Mortgage Obligations — 0.6%
												Agency CMO — 0.3%
	1,596											Federal National Mortgage Association REMICS,		1,596
			1,585									Series 2002-36, Class FS, VAR, 2.97%, 09/25/08				1,585
	262											Government National Mortgage Association,		262
			259									Series 2000-38, Class F, VAR, 2.87%, 09/20/08				259

			1,844													1,844


												Non-Agency — 0.3%
	802											Indymac Index Mortgage Loan Trust,		802
			428									Series 2004-AR7, Class A1, VAR, 2.91%, 12/25/08				428
					1,065							Structured Adjustable Rate Mortgage Loan Trust,		1,065
							1,057					Series 2004-6, Class 5A1, VAR, 4.97%, 06/25/34				1,057

			428				1,057									1,485

			2,272				1,057					Total Collateralized Mortgage Obligations (Cost $2,659, $1,077, $0 and $3,736 respectively)				3,329


												Corporate Bond — 0.3%
												Commercial Banks — 0.2
					1,400							Deutsche Bank Capital Funding Trust I,		1,400
							1,404					VAR, 7.87%, 06/30/09 (e) (x)				1,404


												Diversified Financial Services — 0.1%
	500											ZFS Finance USA Trust III,		500
			438									VAR, 3.93%, 09/15/08 (e) (i)				438

			438				1,404					Total Corporate Bonds (Cost $510, $1,600, $0 and $2,110 respectively)				1,842


												Foreign Government Security — 0.2%
					1,350							National Agricultural Cooperative Federation, (South Korea),		1,350
							1,360					VAR, 5.75%, 06/18/09 (Cost $0, $1,399, $0 and $1,399 respectively)				1,360


												Municipal Bonds — 88.2%
												Alabama — 1.9%
									250			Alabama Public Housing Authorities,		250
											252	Series A, Rev., FSA, 3.50%, 01/01/10 (m)				252
					5,000							Alabama State Dock Authority,		5,000
							5,236					Series B, Rev., MBIA, 5.00%, 10/01/10				5,236
												Huntsville Madison County Airport Authority,
									2,330		2,409	Rev., FSA, 5.00%, 07/01/12		2,330		2,409
									1,450		1,497	Rev., FSA, 5.00%, 07/01/13		1,450		1,497
					1,570		1,615					Rev., FSA, 5.00%, 07/01/14		1,570		1,615

							6,851				4,158					11,009


												Alaska — 0.3%
									1,945			Alaska Energy Authority, Bradley Lake,		1,945
											2,011	Third Series, Rev., FSA, 6.00%, 07/01/09 (m)				2,011


												Arizona — 0.8%
					2,600				2,400			Arizona Health Facilities Authority, Phoenix Children’s Hospital,		5,000
							2,389				2,205	Series A, Rev., VAR, 2.84%, 09/04/08 (m)				4,594
									375			Tucson & Prima Counties, IDA, Mortgage-Backed Securities Program,		375
											387	Series 1A, Rev., VAR, GNMA/FNMA, 7.45%, 01/01/10				387

							2,389				2,592					4,981


												Arkansas — 0.6%
					3,490							City of Fort Smith, Water and Sewer Construction,		3,490
							3,730					Rev., FSA, 5.00%, 10/01/18				3,730


												California — 3.3%
					1,000							California Health Facilities Financing Authority, Stanford Hospital,		1,000
							1,015					Series A-3, Rev., 3.45%, 06/15/11				1,015
									3,400			City of Lodi, Electric Systems, Capital Appreciation,		3,400
											1,374	Series B, COP, MBIA, Zero Coupon, 01/15/09 (p)				1,374
					2,180				2,020			Golden State Tobacco Securitization Corp., Enhanced Asset-Backed,		4,200
							1,947				1,805	Series A1, Rev., 4.50%, 06/01/17				3,752
					1,110				1,000			Long Beach Bond Finance Authority, Natural Gas,		2,110
							1,123				1,011	Series A, Rev., 5.00%, 11/15/09				2,134
									1,210			Orange County, Water District,		1,210
											1,239	Series B, COP, MBIA, 4.50%, 08/15/09				1,239
	1,000											Riverside County Transportation Commission, Sales Tax Revenue,		1,000
			1,033									Series A-1, Rev., 5.00%, 12/01/09				1,033
												State of California, Economic Recovery,
									3,375		3,730	Series A, GO, MBIA, 5.25%, 07/01/13		3,375		3,730
	1,000		1,043						2,750		2,868	Series B, GO, VAR, 5.00%, 03/01/10		3,750		3,911
	1,000											State of California, Stem Cell Research and Cures,		1,000
			1,006									Series A, GO, VAR, 5.17%, 04/01/09				1,006

			3,082				4,085				12,027					19,194

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

												Colorado — 2.4%
					2,500							Colorado Health Facilities Authority, Evangelical Lutheran,		2,500
							2,516					Series B, Rev., VAR, 3.75%, 06/01/09				2,516
									2,400			Colorado Housing & Finance Authority, Multi-Family Housing,		2,400
											2,400	Series A-1, Rev., VAR, MBIA, 2.00%, 04/01/30				2,400
												Delta County, Memorial Hospital District Enterprise,
									1,025		1,025	Rev., 4.10%, 09/01/08		1,025		1,025
									1,155		1,166	Rev., 4.45%, 09/01/09		1,155		1,166
					2,700				2,300			Denver City & County, Airport, Floating Rate Certificates,		5,000
							2,752				2,344	Series A2, Rev., VAR, 5.25%, 11/15/08				5,096
									785			Denver City & County, Metropolitan Mayors Caucus,		785
											793	Series A, Rev., VAR, GNMA/FNMA/FHLMC COLL, 6.35%, 05/01/09				793
									1,000			El Paso County School District No. 12 Cheyenne Mountain,		1,000
											1,036	GO, 5.70%, 09/15/09 (p)				1,036
									400			El Paso County, Single Family Mortgage,		400
											411	Series A, Rev., 4.50%, 05/01/12				411

							5,268				9,175					14,443


												Connecticut — 1.6%
									5			City of New Haven,		5
											5	Series C, GO, MBIA, 5.00%, 11/01/08 (p)				5
									2,605			Connecticut State Higher Education Supplement Loan Authority,		2,605
												Family Education Loan Program, Series A, Rev., MBIA, 4.38%, 11/15/13
											2,582	State of Connecticut,				2,582
									5,000		5,392	GO, 5.00%, 03/15/12		5,000		5,392
									1,495		1,574	Series B, GO, 5.75%, 11/01/09 (p)		1,495		1,574

											9,553					9,553


												Delaware — 1.4%
					5,000				2,500			Delaware Transportation Authority, Motor Fuel Tax Revenue,		7,500
							5,456				2,728	Series B, Rev., AMBAC, 5.25%, 07/01/12				8,184


												District of Columbia — 0.2%
									1,090			District of Columbia,		1,090
											1,116	Series E, GO, 4.00%, 06/01/10				1,116


												Florida — 10.6%
									1,600			Broward County, Resource Recovery, Wheelabrator,		1,600
											1,614	Series A, Rev., 5.50%, 12/01/08				1,614
					5,000							Citizens Property Insurance Corp. High Risk Account,		5,000
							5,253					Series A, Rev., MBIA, 5.00%, 03/01/12				5,253
									605			City of Atlantic Beach, Health Care Facilities, Fleet Landing Project,		605
											605	Rev., ACA, 5.25%, 10/01/08 (m)				605
									2,195			Collier County School Board,		2,195
											2,397	COP, FSA, 5.38%, 02/15/12 (p)				2,397
									685			Escambia County, Housing Finance Authority, Multi-County Program,		685
											684	Series A, Rev., GNMA/FNMA, 2.63%, 10/01/09				684
	1,780				2,000				2,150			Florida Housing Finance Corp., Multi-Family Mortgage, Heritage Villas,		5,930
			1,793				2,015				2,166	Series F, Rev., 4.00%, 10/01/10				5,974
					10,000							Florida Hurricane Catastrophe Fund,		10,000
							10,413					Series A, Rev., 5.00%, 07/01/11				10,413
	1,000				2,000				3,500			Highlands County Health Facilities Authority, Adventist Health Hospital,		6,500
			1,017				2,034				3,560	Series I, Rev., VAR, 5.00%, 11/16/09				6,611
					3,250				3,000			Miami-Dade County Educational Facilities Authority, University of Miami,		6,250
							3,426				3,162	Series B, Rev., 5.00%, 04/01/12				6,588
					1,785							Miami-Dade County, Capital Asset Acquisition,		1,785
							1,913					Series A, Rev., AMBAC, 5.00%, 04/01/14				1,913
									5,325			Miami-Dade County School Board,		5,325
											5,549	Series A, COP, AMBAC, 5.00%, 08/01/10				5,549
									1,645			Miami-Dade County, Water & Sewer System,		1,645
											1,772	Series B, Rev., FSA, 5.00%, 10/01/13				1,772
					5,000							Miami-Dade County, Water & Sewer System,		5,000
							5,401					Series B, Rev., FSA, 5.00%, 10/01/14				5,401
					3,225				2,650			Palm Beach County School Board,		5,875
							3,367				2,767	Series B, COP, VAR, FGIC, 5.00%, 08/01/11				6,134
									2,000			University Athletic Association, Inc., Athletic Program,		2,000
											2,032	Rev., VAR, LOC: Suntrust Bank, 3.80%, 10/01/11				2,032

			2,810				33,822				26,308					62,940


												Georgia — 0.5%
					1,680							Fulco Hospital Authority, Health System, Catholic Health East,		1,680
							1,691					Series A, Rev., MBIA, 5.50%, 11/15/08				1,691
												Monroe County Development Authority, Pollution Control, Oglethorpe Power Corp.,
									905		919	Series A, Rev., MBIA-IBC, 6.70%, 01/01/09		905		919
									500		530	Series A, Rev., MBIA-IBC, 6.75%, 01/01/10		500		530

							1,691				1,449					3,140


												Hawaii — 0.8%
									2,000			Honolulu City & County,		2,000
											2,002	GO, MBIA-IBC, 5.45%, 09/11/08 (p)				2,002
									2,750			State of Hawaii,		2,750
											2,978	Series CZ, GO, FSA, 5.00%, 07/01/12 (p)				2,978

											4,980					4,980


												Idaho — 1.1%
					6,045							Idaho Housing & Finance Association,		6,045
							6,755					Series A, Rev., Assured Guaranty Ltd., 5.25%, 07/15/14				6,755

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

												Illinois — 1.9%
					1,545				1,300			Chicago Transit Authority, Federal Transit Administration,		2,845
							1,686				1,418	Rev., Assured Guaranty, Ltd., 5.00%, 06/01/14				3,104
					2,440							City of Chicago, Pilsen Redevelopment, Tax Allocation,		2,440
							2,385					Series A, AMBAC, 4.35%, 06/01/13				2,385
									1,000			City of Chicago, Wastewater Transmission, Second Lien,		1,000
											1,063	Rev., MBIA, 6.00%, 01/01/10 (p)				1,063
									1,790			Illinois Educational Facilities Authority, Medical Term-Field Museum,		1,790
											1,855	Rev., VAR, 4.45%, 11/01/14				1,855
	1,000											Illinois Educational Facilities Authority, University of Chicago,		1,000
			1,018									Series B, Rev., VAR, 4.05%, 07/01/09				1,018
									1,675			Winnebago County, School District No. 122 Harlem-Loves Park,		1,675
											1,726	GO, FGIC, 6.55%, 06/01/09				1,726

			1,018				4,071				6,062					11,151


												Indiana — 1.1%
									1,750			Indiana Health Facility Financing Authority, Ascension Health,		1,750
	��										1,825	Series A3, Rev., VAR, 5.00%, 07/01/11				1,825
					1,000							Indiana Municipal Power Agency, Power Supply,		1,000
							1,069					Series B, Rev., MBIA, 6.00%, 01/01/11				1,069
												New Albany School District, Floyd County School Building Corp., First Mortgage,
									635		642	Rev., FGIC, 5.00%, 01/15/09		635		642
									1,305		1,353	Rev., FGIC, 5.00%, 01/15/10		1,305		1,353
	900											Shelbyville Individual Elementary School Building Corp.,		900
			923									Rev., FSA, 5.75%, 01/15/09 (p)				923
	750											The Indianapolis Local Public Improvement Bond Bank,		750
			750									Series A-1, Rev., 2.25%, 10/01/08				750

			1,673				1,069				3,820					6,562


												Kansas — 2.0%
									2,400			City of Olathe,		2,400
											2,610	Series 211, GO, 5.00%, 10/01/12				2,610
									1,010			Saline County Unified School District No. 305,		1,010
											1,013	GO, FSA, 5.25%, 09/01/13				1,013
	1,700				3,500				950			Sedgwick County Unified School District No. 259,		6,150
			1,801				3,708				1,006	GO, MBIA, 5.50%, 09/01/10				6,515
					1,500							Wyandotte County-Kansas City Unified Government, Sales Tax, 1st Lien,		1,500
							1,521					Series C, Rev., LOC: Citibank, N.A., 3.85%, 12/01/13				1,521

			1,801				5,229				4,629					11,659


												Louisiana — 0.5%
												Louisiana Public Facilities Authority, Ochsner Clinic Foundation Project,
	900		911									Series B, Rev., 5.00%, 05/15/09		900		911
									635		654	Series B, Rev., 5.00%, 05/15/10		635		654
					510		528					Series B, Rev., 5.00%, 05/15/11		510		528
												Parish of St. Mary, Solid Waste,
									280		282	Rev., 5.40%, 03/01/09		280		282
									295		302	Rev., 5.40%, 03/01/10		295		302
									310		319	Rev., 5.40%, 03/01/11		310		319

			911				528				1,557					2,996


												Massachusetts — 1.7%
									2,000			Commonwealth of Massachusetts,		2,000
											2,386	Series A, GO, AMBAC, 6.50%, 11/01/14 (p)				2,386
									3,000			Massachusetts Housing Finance Agency, Insured Construction Loan,		3,000
											3,004	Series A, Rev., AMT, FSA, 4.13%, 10/06/08				3,004
					3,000							Massachusetts State Turnpike Authority,		3,000
							3,023					Series A, Rev., MBIA, 5.00%, 09/02/08				3,023
												New Bedford Housing Authority, Capital Funding Program,
									620		621	Series A, Rev., 2.70%, 10/01/08		620		621
									635		643	Series A, Rev., 3.00%, 10/01/09		635		643
									375		382	Series A, Rev., 3.20%, 10/01/10		375		382

							3,023				7,036					10,059


												Michigan — 2.6%
					10,920							City of Detroit, Sewer Disposal,		10,920
							8,739					Rev., VAR, FSA, 2.47%, 10/01/08				8,739
					1,000							Michigan Higher Education Student Loan Authority, Student Loans,		1,000
							997					Series XVII-I, Rev., AMBAC, 3.30%, 03/01/09				997
	895											Michigan South Central Power Agency, Power Supply System Revenue,		895
			898									Rev., AMBAC, 5.00%, 11/01/08				898
									1,470			Van Buren Township Local Development Authority, Tax Increment,		1,470
											1,610	GO, FGIC, 5.25%, 04/01/13 (p)				1,610
					2,825							Wayne County Airport Authority,		2,825
							3,011					Rev., FGIC, 5.00%, 12/01/14				3,011

			898				12,747				1,610					15,255


												Minnesota — 1.8%
	1,815								2,250			South Washington County Independent School District No 833,		4,065
			1,903								2,360	Series A, GO, MBIA, 5.60%, 02/01/10				4,263
					5,555							State of Minnesota,		5,555
							6,186					GO, 5.00%, 10/01/15				6,186

			1,903				6,186				2,360					10,449


												Mississippi — 0.5%
												Mississippi Development Bank Special Obligation, Marshal County Correctional,
	750		781									Series C, Rev., 5.00%, 08/01/10		750		781
					1,060		1,115					Series C, Rev., 5.00%, 08/01/11		1,060		1,115

See notes to pro forma financial statements



JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

									1,045			Mississippi Development Bank Special Obligation, Wilkinson County Correctional Center,		1,045
											1,099	Series D, Rev., 5.00%, 08/01/11				1,099

			781				1,115				1,099					2,995


												Missouri — 2.5%
									2,500			City of St Louis, Lambert-St. Louis International Airport,		2,500
											2,557	Series A, Rev., FSA, 5.00%, 07/01/09				2,557
					6,175							Kansas City, Streetlight Project,		6,175
							6,704					Series A, GO, MBIA, 5.00%, 02/01/13				6,704
	1,500											Missouri Public Utilities Commission,		1,500
			1,500									Rev., 4.75%, 09/01/08				1,500
									3,085			Missouri State Board of Public Buildings,		3,085
											3,292	Series A, Rev., 5.50%, 10/15/10				3,292
									665			Riverview Gardens School District, Capital Appreciation,		665
											616	GO, FSA, Zero Coupon, 04/01/11				616

			1,500				6,704				6,465					14,669


												Nevada — 0.9%
					5,000							Clark County School District,		5,000
							5,567					GO, FSA, 5.50%, 06/15/13				5,567


												New Hampshire — 0.7%
									4,000			New Hampshire Business Finance Authority, Pollution Control,		4,000
											4,021	Series A, Rev., VAR, 3.50%, 02/01/09				4,021


												New Jersey — 8.0%
					10,000							New Jersey EDA, Cigarette Tax,		10,000
							10,525					Rev., FGIC, 5.00%, 06/15/13				10,525
												New Jersey EDA, School Facilities Construction,
									4,500		4,823	Rev., VAR, FSA, 5.00%, 09/01/14		4,500		4,823
					2,475		2,664					Series J3, Rev., VAR, FSA, 5.00%, 09/01/14		2,475		2,664
					5,095		5,659					Series L, Rev., FSA, 5.25%, 03/01/15		5095		5,659
					775				700			New Jersey State Educational Facilities Authority, Stevens Institute of Technology,		1,475
							789				713	Series A, Rev., 5.00%, 07/01/13				1,502
												New Jersey Transportation Trust Fund Authority,
					10,015		11,025					Series B, Rev., MBIA, 5.25%, 12/15/13		10,015		11,025
					5,000		5,564					Series B, Rev., MBIA, 6.00%, 12/15/11 (p)		5,000		5,564
									370			State of New Jersey,		370
											412	Series N, GO, FGIC, 5.50%, 07/15/13				412
					2,600				2,250			State of New Jersey, Equipment Lease Purchase,		4,850
							2,703				2,339	Series A, COP, 5.00%, 06/15/10				5,042

							38,929				8,287					47,216


												New York — 4.3%
									2,060			Erie County Industrial Development Agency, School District Buffalo Project,		2,060
											2,218	Series A, Rev., FSA, 5.00%, 05/01/12				2,218
					2,000							Metropolitan Transportation Authority,		2,000
							2,162					Series A, Rev., FGIC, 5.25%, 11/15/11				2,162
					2,000							Nassau Health Care Corp.,		2,000
							2,107					Series B, Rev., FSA, CNTY GTD, 5.00%, 08/01/10				2,107
					4,000							New York City,		4,000
							4,403					Series F, GO, 5.50%, 12/15/12				4,403
									3,000			New York State Dormitory Authority,		3,000
											3,212	Series B, Rev., VAR, 5.25%, 05/15/12				3,212
					2,425							New York State Dormitory Authority, Albany Hospital Mortgage,		2,425
							2,461					Series A-1, Rev., FSA/FHA, 5.00%, 02/15/09				2,461
					845							New York State Dormitory Authority, Montefiore Hospital Mortgage,		845
							870					Rev., FGIC, FHA, 5.00%, 02/01/10				870
									3,500			New York State Thruway Authority, Second Generation Highway & Bridge Trust Fund,		3,500
											3,715	Series B, Rev., 5.00%, 04/01/11				3,715
					2,025				2,000			Tobacco Settlement Financing Authority,		4,025
							2,106				2,080	Series A, Rev., 5.00%, 06/01/10				4,186

							14,109				11,225					25,334


												North Carolina — 2.9%
					5,000							Mecklenburg County,		5,000
							5,468					Series C, GO, 5.00%, 02/01/13				5,468
					2,460				2,090			North Carolina Eastern Municipal Power Agency,		4,550
							2,640				2,243	Series A, Rev., Assured Guaranty, Ltd., 5.00%, 01/01/13				4,883
												North Carolina Medical Care Commission, First Mortgage, Deerfield,
									1,000		997	Series A, Rev., 3.13%, 11/01/09		1,000		997
									1,500		1,498	Series A, Rev., 3.38%, 11/01/10		1,500		1,498
					2,080				1,850			North Carolina Municipal Power Agency, No. 1-Catawba Electric,		3,930
							2,224				1,977	Series A, Rev., 5.25%, 01/01/13				4,201

							10,332				6,715					17,047


												Ohio — 3.4%
					1,000							American Municipal Power-Ohio, Inc.,		1,000
							1,014					Series A, Rev., 5.00%, 02/01/11				1,014
					3,395				3,400			Buckeye Tobacco Settlement Financing Authority, Asset-Backed, Turbo,		6,795
							3,101				3,105	Series A-2, Rev., 5.13%, 06/01/17				6,206
									615			Cleveland-Cuyahoga County Port Authority, Bond Fund Program, Myers University Project,		615
											599	Series E, Rev., 4.65%, 05/15/14				599
									6,000			Cleveland-Cuyahoga County Port Authority, Rock & Roll Hall of Fame Project,		6,000
											6,001	Rev., FSA, 3.60%, 12/01/08				6,001

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

												Columbus Regional Airport Authority, Joseph Knight Towers Projects,
									40		40	Series A, Rev., GNMA COLL, 3.60%, 02/20/09		40		40
									480		476	Series A, Rev., GNMA COLL, 4.30%, 02/20/14		480		476
									4,325			Milford Exempt Village School District, School Improvement,		4,325
											4,685	GO, FSA, 5.13%, 12/01/11 (p)				4,685
									1,000			University of Cincinnati,		1,000
											1,057	Series T, Rev., 5.50%, 06/01/10				1,057

							4,115				15,963					20,078


												Oklahoma — 0.2%
	1,020											Norman Regional Hospital Authority,		1,020
			1,020									Rev., RADIAN, 4.50%, 09/01/08				1,020
									360			Oklahoma Housing Finance Agency, Single Family Housing,		360
											369	Series B-2, Rev., AMT, GNMA/FNMA, 6.80%, 09/01/09				369

			1,020								369					1,389


												Oregon — 0.9%
									1,075			Marion & Clackamas Counties School District No. 4J Silver Falls,		1,075
											1,085	GO, 3.00%, 06/15/09				1,085
									4,015			MMA Financial CDD Senior Securitization Trust, Harmony Pass-Through Certificates,		4,015
											4,016	Series A, Rev., VAR, LOC: Compass Bank, 3.38%, 11/01/08 (i)				4,016

											5,101					5,101


												Pennsylvania — 7.0%
									500			City of Philadelphia, Gas Works, Fifth,		500
											515	Series A-1, Rev., FSA, 5.00%, 09/01/09				515
									3,625			City of Philadelphia, Water & Wastewater,		3,625
											3,868	Series A, Rev., AMBAC, 5.00%, 08/01/13				3,868
					5,390							Commonwealth of Pennsylvania,		5,390
							5,841					GO, MBIA, 5.25%, 02/01/12				5,841
	1,125											Exeter Township,		1,125
			1,183									GO, AMBAC, 5.00%, 07/15/10				1,183
					10,000							Harrisburg Authority Resource Recovery Improvements,		10,000
							10,510					Series D-2, Rev., FSA, GTD, VAR, 5.00%, 12/01/13				10,510
					2,775							Lancaster County Solid Waste Management Authority,		2,775
							3,005					Rev., MBIA, 5.00%, 12/15/14				3,005
					3,000							Luzerne County IDA, Pennsylvania-American Water Co.,		3,000
							3,002					Series A, Rev., AMBAC, VAR, 3.60%, 12/01/09				3,002
												Pennsylvania Higher Educational Facilities Authority, LaSalle University,
	1,125		1,151									Series A, Rev., 5.00%, 05/01/10		1,125		1,151
					1,875		1,927					Series A, Rev., 5.00%, 05/01/11		1,875		1,927
	2,000											Pennsylvania Higher Educational Facilities Authority, University of Pennsylvania,		2,000
			2,102									Rev., 5.00%, 08/01/10				2,102
									400			Pennsylvania State Higher Educational Facilities Authority, Allegheny Delaware Obligation,		400
											402	Series A, Rev., MBIA, 5.60%, 11/15/09				402
									1,000			Pennsylvania State Higher Educational Facilities Authority, LaSalle University,		1,000
											989	Series A, Rev., 4.13%, 05/01/13				989
									145			Pennsylvania State Housing Finance Agency, Single Family Mortgage,		145
											145	Series 65A, Rev., AMT, 4.60%, 10/01/08				145
	1,500				2,700							Pennsylvania Turnpike Commission,		4,200
			1,504				2,707					Series A, Rev., BAN, AMBAC, 4.00%, 10/15/08				4,211
									2,450			Philadelphia Parking Authority, Airport,		2,450
											2,561	Rev., 5.00%, 09/01/11				2,561

			5,940				26,992				8,480					41,412


												Puerto Rico — 1.4%
	925								1,400			Children’s Trust Fund,		2,325
			968								1,464	Rev., 5.75%, 07/01/10 (p)				2,432
	500								2,375			Puerto Rico Government Development Bank,		2,875
			503								2,388	Series B, Rev., 5.00%, 12/01/08				2,891
					3,000							Puerto Rico Public Finance Corp., Commonwealth Appropriations,		3,000
							3,227					Series A, MBIA, 5.38%, 08/01/11 (p)				3,227

			1,471				3,227				3,852					8,550


												Rhode Island — 0.7%
									3,975			Rhode Island Refunding Bond Authority,		3,975
											4,022	Series A, Rev., AMBAC, 5.25%, 10/06/08				4,022


												South Carolina — 2.8%
									1,160			Charleston County School District Development Corp.,		1,160
											1,209	Series B, GO, SCSDE, 5.00%, 02/01/10				1,209
									1,000			Charleston County, Public Improvements,		1,000
											1,044	GO, 5.25%, 09/01/09 (p)				1,044
					5,000							State of South Carolina, School Facilities,		5,000
							5,315					Series A, GO, 5.00%, 01/01/11				5,315
	400				4,700				4,300			Tobacco Settlement Revenue Management Authority,		9,400
			390				4,582				4,192	Rev., 5.00%, 12/01/08				9,164

			390				9,897				6,445					16,732


												Tennessee — 1.9%
									2,550			Metropolitan Government Nashville & Davidson County Health & Educational		2,550
												Facilities Board, Vanderbilt University,
											2,800	Series A, Rev., 5.00%, 10/01/13				2,800
					5,000							Shelby County Health Educational & Housing Facilities Board, Floating Baptist Memorial Healthcare,		5,000
							5,000					Series A, Rev., VAR, 5.00%, 10/01/08				5,000

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

									3,000		3,164	Shelby County, Public Improvement, Series A, GO, 5.63%, 04/01/10 (p)		3,000		3,164

							5,000				5,964					10,964


												Texas — 9.0%
												Austin Independent School District, Capital Appreciation,
									1,035		981	GO, FGIC, Zero Coupon, 08/01/10 (m)		1,035		981
									1,205		1,098	GO, FGIC, Zero Coupon, 08/01/11 (m)		1,205		1,098
					1,110							Austin Texas Community College District Public Facilities Corp.,		1,110
							1,210					Series 2008, 5.25%, 08/01/13				1,210
									4,500			Camino Real Regional Mobility Authority,		4,500
											4,763	Rev., 5.00%, 08/15/12				4,763
									2,685			City of Beaumont, Waterworks & Sewer System,		2,685
											2,899	Rev., FGIC, 6.25%, 09/01/10 (p)				2,899
									2,615			City of Frisco, Certificates Obligation,		2,615
											2,795	Series A, GO, FGIC, 5.25%, 02/15/11 (p)				2,795
									3,125			City of Houston, Water & Sewer System, Junior Lien,		3,125
											3,311	Series B, Rev., FGIC, 5.25%, 12/01/10 (p)				3,311
												City of San Antonio, Electric & Gas Systems,
									2,785		2,996	Series A, Rev., 5.00%, 02/01/12		2,785		2,996
					5,000		5,238					Series A, Rev., 5.75%, 02/01/10 (p)		5,000		5,238
												Dallas-Fort Worth International Airport Facilities Improvement Corp.,
	1,200		1,203									Series A, Rev., XLCA, 5.00%, 11/01/08		1,200		1,203
					5,000		5,043					Series A, Rev., XLCA, 5.00%, 11/01/09		5,000		5,043
					2,975				3,400			Harris County Hospital District,		6,375
							2,942				3,363	Series B, Rev., VAR, MBIA, 4.80%, 08/16/10				6,305
									2,205			Houston Community College System, Junior Lien,		2,205
											2,376	Series A, Rev., MBIA, 5.38%, 04/15/11 (p)				2,376
									2,385			Houston Community College System, Unrefunded Balance, Junior Lien,		2,385
											2,524	Series A, Rev., MBIA, 5.38%, 04/15/11				2,524
									1,000			Lower Colorado River Authority,		1,000
											1,057	Rev., 5.00%, 05/15/11				1,057
	1,000											SA Energy Acquisition Public Facility Corp., Gas Supply,		1,000
			1,015									Rev., 5.00%, 08/01/10				1,015
												San Leanna Educational Facilities Corp., Higher Education, St. Edwards University Project,
	210		213									Rev., 4.25%, 06/01/10		210		213
									285		292	Rev., 4.50%, 06/01/11		285		292
					485		496		200		204	Rev., 4.50%, 06/01/12		685		700
					2,100							State of Texas, Public Finance Authority,		2,100
							2,217					Series A, GO, 5.00%, 10/01/10				2,217
									1,500			Tarrant County Cultural Education Facilities Finance Corp., Texas Health Resources,		1,500
											1,580	Series A, Rev., 5.00%, 02/15/13				1,580
	500								1,500			Texas Municipal Gas Acquisition & Supply Corp.,		2,000
			501								1,502	Series D, Rev., 5.00%, 12/15/08				2,003
					1,500							Texas Municipal Gas Acquisition & Supply Corp. I., Senior Lien,		1,500
							1,507					Series D, Rev., 5.00%, 12/15/09				1,507

			2,932				18,653				31,741					53,326


												Virginia — 3.2%
									1,000			Big Stone Gap Redevelopment & Housing Authority, Correctional Facilities,		1,000
											1,000	Rev., 5.00%, 09/01/08				1,000
					2,610							Peninsula Ports Authority, Dominion Term Association Project,		2,610
							2,612					Rev., VAR, 3.30%, 09/30/08				2,612
	345											Stafford County EDA, Public Facilities Project,		345
			360									Rev., GTY, 5.00%, 04/01/10				360
												Virginia Beach Development Authority, Sentara Health Systems,
									2,985		3,030	Rev., 5.25%, 11/01/08		2,985		3,030
									5,100		5,487	Series A, Rev., 5.00%, 12/01/11		5,100		5,487

									4,500			Virginia Commonwealth Transportation Board, Federal Highway Reimbursement Notes,		4,500
											4,896	Rev., 5.00%, 09/27/12				4,896
									1,125			Virginia Resources Authority, Clean Water Revolving Fund,		1,125
											1,247	Rev., 5.00%, 10/01/14				1,247

			360				2,612				15,660					18,632


												Washington — 0.8%
	500				1,000							Energy Northwest, Columbia Generator Project,		1,500
			500				1,001					Series E, Rev., 4.15%, 07/01/09				1,501
									1,000			Energy Northwest, Wind Project,		1,000
											1,036	Rev., MBIA, 5.00%, 07/01/10				1,036
	1,050											Port of Olympia,		1,050
			1,090									Series B, GO, AMT, FSA, 5.00%, 12/01/10				1,090
	1,000											Port of Seattle, Sub Lien,		1,000
			1,018									Series B, Rev., FGIC, 5.50%, 09/01/09				1,018

			2,608				1,001				1,036					4,645

			31,098				251,153				239,616	Total Municipal Bonds (Cost $30,923, $249,304, $238,100 and $518,327 respectively)				521,867

			34,848				254,974				239,616	Total Long-Term Investments (Cost $35,392, $253,380, $238,100 and $526,872 respectively)				529,438


												Short-Term Investments — 10.6%
												Municipal Bond — 5.2%
												Alabama — 0.6%
	1,000											Mobile Individual Development, Holnam Project,		1,000
			1,000									Series A, Rev., VRDO, LOC: Bayerische Landesbank, 1.83%, 08/04/08				1,000
	2,500											University of Alabama, Birmingham,		2,500
			2,500									Series B, Rev., VRDO, 1.88%, 09/02/08				2,500

			3,500													3,500

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Enhanced Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

												District of Columbia — 0.5%
	2,945											Catholic University of America,		2,945
			2,945									Rev., VRDO, LOC: Suntrust Bank, 3.97%, 09/02/08				2,945


												Florida — 0.3%
	2,000											JEA, Water & Sewer,		2,000
			2,000									Series A-2, Rev., VRDO, 1.75%, 09/02/08				2,000


												Georgia — 0.4%
	2,600											De Kalb Private Hospital Authority, Children’s Healthcare,		2,600
			2,600									Rev., VRDO, 1.82%, 09/02/08				2,600


												Illinois — 0.2%
	1,000											University of Illinois Certificates of Participation, Utility Infrastructure Projects,		1,000
			1,000									VRDO, 1.75%, 09/03/08				1,000


												Indiana — 0.2%
	1,000											Indiana State Office Building Commission, Miami Correctional Facilities,		1,000
			1,000									Series A, Rev., VRDO, 1.85%, 09/02/08				1,000


												Kansas — 0.2%
	1,100											Kansas State Department of Transportation, Highway,		1,100
			1,100									Series C4, Rev., VRDO, 1.50%, 09/02/08				1,100


												Maryland — 0.2%
	1,000											Maryland Health & Higher Education Facilities Authority,		1,000
			1,000									Series A, Rev., VRDO, 1.80%, 09/02/08				1,000


												Michigan — 0.3%
	1,100											Michigan Hospital Finance Authority, Ascension Health,		1,100
			1,100									Series B-8, Rev., VRDO, 1.76%, 09/02/08				1,100
	1,000											Michigan Municipal Building Authority,		1,000
			1,000									Rev., VRDO, 3.05%, 09/08/08				1,000

			2,100													2,100


												Nebraska — 0.2%
	1,000											American Public Energy Agency Gas Supply,		1,000
			1,000									Series A, Rev., VRDO, 2.00%, 09/03/08				1,000


												New York — 0.3%
	2,000											Metropolitan Transportation Authority,		2,000
			2,000									Series 1480, Rev., VRDO, LIQ: Morgan Stanley Municipal Funding, 1.95%, 09/03/08				2,000
	1											New York State Environmental Facilities Corp., Clean Water & Drinking,		1
			1									Series 731, Rev., VRDO, 1.82%, 09/03/08				1

			2,001													2,001


												North Carolina — 0.2%
	1,000											County of Wake,		1,000
			1,000									Series A, GO, VRDO, 1.85%, 09/02/08				1,000


												Pennsylvania — 0.2%
	1,000											Delaware Valley Regional Finance Authority, Mode 1,		1,000
			1,000									Rev., VRDO, LOC: Bayerische Landesbank, 1.75%, 09/03/08				1,000


												Puerto Rico — 0.0% (g)
	400											Puerto Rico Highway & Transportation Authority,		400
			400									Series A, Rev., VRDO, LOC: Scotiabank, 1.60%, 09/04/08				400


												Texas — 0.8%
	1,000											City of Houston, First Lien,		1,000
			1,000									Series B4, Rev., VRDO, LOC: Bank of America N.A., 1.80%, 09/02/08				1,000
	1,000											Harris County Flood Control District, Contract,		1,000
			1,000									Series B, GO, VRDO, 1.80%, 09/04/08				1,000
	1,000											San Antonio Empowerment Zone Development Corp., Drury Southwest Hotel Project,		1,000
			1,000									Rev., VRDO, U.S. Bank N.A., 2.15%, 09/03/08				1,000
	2,000											State of Texas, Veterans Housing Fund II,		2,000
			2,000									Series A-2, GO, VRDO, LIQ: Texas Comptroller Public Accounts, 1.93%, 09/03/08				2,000

			5,000													5,000


												Utah — 0.2%
	1,000											Intermountain Power Agency, Power Supply,		1,000
			1,000									Series F, Rev., VRDO, AMBAC, 2.35%, 09/02/08				1,000


												Virginia — 0.2%
	1,000											Virginia Public Building Authority,		1,000
			1,000									Series D, Rev., VRDO, 1.85%, 09/02/08				1,000


												Wyoming — 0.2%
	1,000											Sweetwater County Pollution Control, Pacificorp Project,		1,000
			1,000									Rev., VRDO, LOC: Barclays Bank plc, 1.84%, 09/03/08				1,000

			30,646									Total Municipal Bonds (Cost $30,646, $0, $0 and $30,646 respectively)				30,646


	Shares			Shares				Shares				Investment Company — 5.4%	Shares

	18,004				417				13,762			JPMorgan Tax Free Money Market Fund, Institutional Class (b)		32,183
			18,004				417				13,762	(Cost $18,004, $417, 13,762 and $32,183 respectively)				32,183

			48,650				417				13,762	Total Short Term Investments (Cost $48,650, $417, $13,762 and $62,829 respectively)				62,829

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund	JPMorgan Tax Aware Enhanced Income Fund			JPMorgan Tax Aware Short- Intermediate Income Fund	JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund	JPMorgan Short- Intermediate Municipal Bond Fund				Combined Pro Forma	Combined Pro Forma

	Value ($)				Value ($)			Value ($)					Value ($)

		83,498				255,391			253,378		Total Investments — 100.1% (Cost $84,042 $253,797, $251,862 and $589,701 respectively)			592,267
		(736	)			1,877			(1,552	)	Liabilities in Excess of Other Assets — (0.1%)			(411	)

	$	82,762			$	257,268		$	251,826		NET ASSETS — 100.0%		$	591,856


											Percentages indicated are based on net assets.


ABBREVIATIONS AND DEFINITIONS:

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

(e)	Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by the Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

(f)	Security is fair valued in accordance with procedures established by and under the supervision and responsibility of the Board of Trustees. The Fund owns fair valued securities with a value of approximately $1,040 which amounts to 0.2% of total investments.

(g)	Amount rounds to less than 0.1%.

(i)	Security has been deemed illiquid pursuant to procedures approved by the Board of Trustees and may be difficult to sell.

(m)	All or a portion of this security is reserved for current or potential holdings of futures, swaps, options, TBAs, when-issued securities, delayed delivery securities, reverse repurchase agreements, and forward currency contracts.

(p)	Security is prerefunded or escrowed to maturity.

(s)	These holdings represent investments in structured investment vehicles (SIVs). The value of SIVs may be affected by, among other things, changes in: interest rates, the quality of the underlying assets or the market’s assessment thereof, factors concerning interests in and structure of the issuer or the originator of the receivables, or the creditworthiness of the entities that provide credit enhancements. SIVS have experienced decreased liquidity primarily resulting from declines in the market value of certain categories of collateral underlying the SIVs. These holdings were previously determined to be liquid at the time of acquisition of such investments and have since been deemed illiquid due to the changes in market conditions.

(t)	The date shown represents the earliest of the next reset date, next call date, prerefunded date, next put date or final maturity date.

(x)	Security is perpetual and, thus, does not have a predetermined maturity date. The coupon rate for this security is fixed for a period of time and may be structured to adjust thereafter. The date shown reflects the next call date. The coupon rate shown is the rate in effect as of August 31, 2008.

ACA	American Capital Access
AMBAC	American Municipal Bond Assurance Corp.
AMT	Alternative Minimum Tax
BAN	Bond Anticipation Note
CDD	Community Development District
CNTY	County
COLL	Collateral
COP	Certificate of Participation
EDA	Economic Development Authority
FGIC	Financial Guaranty Insurance Co.
FHA	Federal Housing Administration
FHLMC	Federal Home Loan Mortgage Corp.
FNMA	Federal National Mortgage Association
FSA	Financial Security Assurance
GNMA	Government National Mortgage Association
GO	General Obligation
GTD	Guaranteed
IBC	Insured Bond Certificates
IDA	Industrial Development Authority
LIQ	Liquidity Agreement
LOC	Letter of Credit
MBIA	Municipal Bond Insurance Association Corp.
RADIAN	Radian Asset Assurance
REMICS	Real Estate Mortgage Investment Conduits
Rev.	Revenue Bond
SCSDE	South Carolina School District Enhancement
VAR	Variable Rate Security. The interest rate shown is the rate in effect as of August 31, 2008.
VRDO	Variable Rate Demand Obligation. The interest rate shown is the rate in effect as of August 31, 2008.
XLCA	XL Capital Assurance

See notes to pro forma financial statements

JPMorgan Tax Aware Enhanced Income Fund/JPMorgan Tax Aware Short-Intermediate Income Fund/JPMorgan Short-Intermediate Municipal Bond Fund

Pro Forma Combined Statement of Assets and Liabilities

As of August 31, 2008 (Unaudited)

(Amounts in thousands, except per share amount)


	Acquired Fund			Acquired Fund			Acquiring Fund


	JPMorgan Tax Aware Enhanced Income Fund			JPMorgan. Tax Aware Short- Intermediate Income Fund			JPMorgan Short-Intermediate Municipal Bond Fund			Pro Forma Adjustments			Pro Forma Combined


ASSETS:
Investments in non-affiliates, at value	$	65,494		$	254,974		$	239,616		$	—		$	560,084
Investments in affiliates, at value		18,004			417			13,762			—			32,183

Total investment securities, at value		83,498			255,391			253,378			—			592,267
Cash		—			1			3			(4	) (a)		—
Receivables:
Fund shares sold		—			—			2,942			—			2,942
Interest and dividends		525			2,767			2,719			—			6,011

Total Assets		84,023			258,159			259,042			(4	)		601,220


LIABILITIES:
Payables:
Due to custodian	$	999			—		$	—		$	(4	) (a)	$	995
Dividends		179			716			354			—			1,249
Investment securities purchased		—			—			6,282			—			6,282
Fund shares redeemed		—			—			413			—			413
Accrued liabilities:
Investment advisory fees		4			55			53			(90	) (c)		22
Administration fees		2			19			21			—			42
Shareholder servicing fees		5			27			21			—			53
Distribution fees		—	(b)		—			24			—			24
Custodian and accounting fees		2			5			1			—			8
Trustees’ and Chief Compliance Officer’s fees		4			2			1			—			7
Other		66			67			46			90	(c)		269

Total Liabilities		1,261			891			7,216			(4	)		9,364

Net Assets	$	82,762		$	257,268		$	251,826		$	—		$	591,856


NET ASSETS:
Paid in capital	$	108,695		$	281,747		$	252,945		$	—		$	643,387
Accumulated undistributed (distributions in excess of) net investment income		15			21			(10	)		—			26
Accumulated net realized gains (losses)		(25,404	)		(26,094	)		(2,625	)		—			(54,123	)
Net unrealized appreciation (depreciation)		(544	)		1,594			1,516			—			2,566

Total Net Assets	$	82,762		$	257,268		$	251,826		$	—		$	591,856


Net Assets:
Class A	$	1,304		$	—		$	54,530		$	—		$	55,834	(d)
Class B		—			—			4,418			—			4,418	(d)
Class C		—			—			15,462			—			15,462	(d)
Select Class		22,329			206,970			177,416			—			406,715	(d)
Institutional Class		59,129			50,298			—			—			109,427	(d)

Total Net Assets	$	82,762		$	257,268		$	251,826		$	—		$	591,856


Outstanding units of beneficial interest (shares) ($0.0001 par value; unlimited number of shares authorized):
Class A		132			—			5,315			(5	) (e)		5,442
Class B		—			—			427			—			427
Class C		—			—			1,494			—			1,494
Select Class		2,257			21,178			17,239			(1,151	) (e)		39,523
Institutional Class		5,983			5,144			—			(493	) (e)		10,634

Net asset value per share
Class A - Redemption price per share	$	9.89		$	—		$	10.26			—		$	10.26
Class B - Offering price per share (f)		—			—			10.35			—			10.35
Class C - Offering price per share (f)		—			—			10.35			—			10.35
Select Class - Offering and redemption price per share		9.89			9.77			10.29			—			10.29
Institutional Class - Offering and redemption price per share		9.88			9.78			—			—			10.29
Class A maximum sales charge		2.25	%		—			2.25	%		—			2.25	%
Class A maximum public offering price per share [net asset value per share/(100% - maximum sales charge)]		10.12			—			10.50						10.50

Cost of investments in non-affiliates	$	66,038		$	253,380		$	238,100		$	—		$	557,518
Cost of investments in affiliates		18,004			417			13,762			—			32,183


(a) Reflects the netting of amounts receivable and payable to and from the custodian.

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

(c) Each Fund’s adviser or administrator will waive their fees and/or reimburse the Funds in an amount sufficient to offset the costs incurred by each Fund relating to the Reorganization, which include any costs associated with the solicitation of voting instructions.

(d) Reflects total combined net assets due to the merger.

(e) Reflects the adjustment to the number of shares outstanding due to the merger.

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

See notes to pro forma financial statements


JPMorgan Tax Aware Enhanced Income Fund, JPMorgan Tax Aware Short Intermediate Income Fund/JPMorgan Short-Intermediate Municipal Bond Fund

Pro Forma Combined Statement of Operations
For the Twelve Month Period Ended August 31, 2008 (Unaudited)
(Amounts in thousands)


	JPMorgan Tax Aware Enhanced Income Fund			JPMorgan Tax Aware Short- Intermediate Income Fund			JPMorgan Short- Intermediate Municipal Bond Fund			Pro Forma Adjustments			Pro Forma Combined


INVESTMENT INCOME:
Interest income	$	3,511		$	9,750		$	8,140		$	—		$	21,401
Dividend income from affiliates		386			269			335			—			990

Total investment income		3,897			10,019			8,475			—			22,391

EXPENSES:
Investment advisory fees		274			678			587			(2	) (a)		1,537
Administration fees		109			273			235			(2	) (a)		615
Distribution fees - Class A		1			—			85			—	(a)		86
Distribution fees - Class B		—			—			42			—	(a)		42
Distribution fees - Class C		—			—			115			—	(a)		115
Shareholder servicing fees - Class A		1			—			85			—	(a)		86
Shareholder servicing fees - Class B		—			—			14			—	(a)		14
Shareholder servicing fees - Class C		—			—			39			(1	) (a)		38
Shareholder servicing fees - Select Class		80			548			450			—	(a)		1,078
Shareholder servicing fees - Institutional Class		77			52			—			(1	) (a)		128
Custodian and accounting fees		27			36			39			(40	) (b)		62
Professional fees		47			52			70			(104	) (b)		65
Trustees’ and Chief Compliance Officer’s fees		1			3			3			—			7
Printing and mailing costs		1			7			9			(9	) (b)		8
Registration and filing fees		26			32			41			(62	) (b)		37
Transfer agent fees		20			34			47			—			101
Inputed interest expense on floating rate notes		—			40			—			—			40
Other		6			9			10			—			25

Total expenses		670			1,764			1,871			(221	)		4,084
Less amounts waived		(313	)		(306	)		(333	)		(86	) (a)		(1,038	)
Less earnings credits		(2	)		—			(5	)		—			(7	)
Less expense reimbursement		—			(5	)		—			—			(5	)
Less reimbursements for legal matters		—			—			—	(c)		—			—	(c)

Net expenses		355			1,453			1,533			(307	)		3,034

Net investment income (loss)		3,542			8,566			6,942			307			19,357


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments in non-affiliates		(132	)		(2,717	)		353			—			(2,496	)
Payments by Affiliates		—			—			13			—			13

Net realized gain (loss)		(132	)		(2,717	)		366			—			(2,483	)


Change in net unrealized appreciation (depreciation) of:
Investments in non-affiliates		(505	)		4,954			2,703			—			7,152

Change in net unrealized appreciation (depreciation)		(505	)		4,954			2,703			—			7,152


Net realized/unrealized gains (losses)		(637	)		2,237			3,069			—			4,669


Change in net assets resulting from operations	$	2,905		$	10,803		$	10,011		$	307		$	24,026


(a)	Based on the contract in effect for the surviving fund.

(b)	Decrease due to the elimination of duplicate expenses achieved by merging the funds.

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

See notes to pro forma financial statements

JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Short-Intermediate Municipal Bond Fund
Notes to Pro Forma Financial Statements (unaudited)
August 31, 2008

1.	Basis of Combination

The accompanying unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of Operations (“Pro Forma statements”) for the twelve months ended August 31, 2008, reflect the accounts of JPMorgan Tax Aware Enhanced Income Fund, a separate fund of JPMorgan Trust I (“Tax Aware Enhanced Income Fund”), JPMorgan Tax Aware Short-Intermediate Income Fund, a separate fund of JPMorgan Trust I (“Tax Aware Short-Intermediate Income Fund”), and JPMorgan Short-Intermediate Municipal Bond Fund, a separate fund of JPMorgan Trust II (“Short-Intermediate Municipal Bond Fund”), each a “Fund” and collectively the “Funds”. Following the combination, the Short-Intermediate Municipal Bond Fund will be the accounting survivor.

Under the terms of Agreement and Plan of Reorganization, the exchange of assets of Tax Aware Enhanced Income Fund and Tax Aware Short-Intermediate Income Fund, for shares of Short-Intermediate Municipal Bond Fund will be treated as a tax-free reorganization and accordingly, the tax-free reorganization will be accounted for in an as-if pooling of interests and accordingly, will be accounted for by the method of accounting for tax free mergers of investment companies. The combination would be accomplished by an acquisition of the net assets of Class A shares, Select Class shares and Institutional Class shares of Tax Aware Enhanced Income Fund and Select Class shares and Institutional Class shares of the Tax Aware Short-Intermediate Income Fund, in exchange for Class A shares, Select Class shares and Institutional Class shares, of the Short-Intermediate Municipal Bond Fund, respectively, at net asset value. The Pro Forma statements have been prepared as though the combination had been effective on August 31, 2008. The unaudited Pro Forma Statement of Operations reflects the results of the Funds for the twelve months ended August 31, 2008, as if the reorganization occurred on September 1, 2007. These Pro Forma statements have been derived from the books and records of the Funds utilized in calculating daily net asset values at the dates indicated above in conformity with U.S. generally accepted accounting principles. The historical cost of investment securities will be carried forward to the surviving entity and the results of operations for pre-combination periods of Short-Intermediate Municipal Bond Fund will not be restated. The fiscal year end is October 31 for Tax Aware Enhanced Income Fund and Tax Aware Short-Intermediate Income Fund and the end of February for the Tax Aware Short-Intermediate Municipal Bond Fund.

2.	Summary of Significant Accounting Policies

The following is a summary of significant accounting policies which are consistently followed by Tax Aware Enhanced Income Fund, Tax Aware Short-Intermediate Income Fund and Short-Intermediate Municipal Bond Fund in the preparation of its financial statements. Each of the Funds has substantially the same accounting policies, which are detailed in the historical financial statements referenced above in Note 1. The policies are in conformity with generally accepted accounting principles. Preparation of the financial statements includes the use of management estimates. Actual results could differ from those estimates.

A. Security Valuation — Fixed income securities (other than certain short-term investments maturing in less than 61 days) are valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments (other than certain high yield securities) maturing in less than 61 days are valued at amortized cost, which approximates market value. Certain investments of the Portfolio may, depending upon market conditions, trade in relatively thin markets and/or in markets that experience significant volatility. As a result of these conditions, the prices used by the Portfolio to value securities may differ from the value that would be realized if these securities were sold and the differences could be significant. Futures and options shall generally be valued on the basis of available market quotations. Swaps and other derivatives are valued daily primarily using independent or affiliated pricing services approved by the Board of Trustees. If valuations are not available from such services or values received are deemed not representative of market value, values will be obtained from a third party broker-dealer or

counterparty. Investments in other open-end investment companies are valued at such investment company’s current day closing net asset value per share. Equity securities listed on a North American, Central American, South American or Caribbean securities exchange shall generally be valued at the last sale price on the exchange on which the security is principally traded that is reported before the time when the net assets of the Portfolio are valued. The value of securities listed on The NASDAQ Stock Market LLC shall generally be the NASDAQ Official Closing Price.

In September 2006, the Statement of Financial Accounting Standards No. 157 — Fair Value Measurements — (“SFAS 157”), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 requires disclosure surrounding the various inputs that are used in determining the fair value of the Portfolio’s investments. These inputs are summarized into the three broad levels listed below.

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of August 31, 2008 in valuing the Fund’ assets and liabilities carried at fair value (amounts in thousands):

	Tax Aware Enhanced Income Fund				Tax Aware Short-Intermediate Income Fund
Valuation Inputs		Investment In Securities	Other Financial Instruments*	Valuation Inputs		Investment In Securities	Other Financial Instruments*
Level 1		$18,004	$-	Level 1		$417	$-
Level 2		64,454	-	Level 2		254,974	-
Level 3		1,040	-	Level 3		-	-
Total		$83,498	$-	Total		$255,391	$-

	Short-Intermediate Municipal Bond Fund				Combined Portfolio
Valuation Inputs		Investment In Securities	Other Financial Instruments*	Valuation Inputs		Investment In Securities	Other Financial Instruments*
Level 1		$13,762	$-	Level 1		$32,183	$-
Level 2		239,616	-	Level 2		559,044	-
Level 3		-	-	Level 3		1,040	-
Total		$253,378	$-	Total		$592,267	$-

* Other financial instruments include futures, forwards and swap contracts.

SFAS 157 also requires a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining fair value (amounts in thousands):

Tax Aware Enhanced Income Fund

	Investment In Securities	Other Financial Instruments*
Balance as of August 31, 2007	$-	$-
Realized gain (loss)	-	-
Change ununrealized appreciation (depreciation)	-	-
Net amortization/accretion	-	-
Net purchases (sales)	-	-
Net transfers in (out) of Level 3	1,040	-
Balance as of August 31, 2008	$1,040	$-

Tax Aware Short-Intermediate Income	Investment In Securities	Other Financial Instruments*
Balance as of August 31, 2007	$-	$-
Realized gain (loss)	-	-
Change ununrealized appreciation (depreciation)	-	-
Net amortization/accretion	-	-
Net purchases (sales)	-	-
Net transfers in (out) of Level 3	-	-
Balance as of August 31, 2008	$-	$-

Short-Intermediate Municipal Bond Fund

	Investment In Securities	Other Financial Instruments*
Balance as of August 31, 2007	$-	$-
Realized gain (loss)	-	-
Change ununrealized appreciation (depreciation)	-	-
Net amortization/accretion	-	-
Net purchases (sales)	-	-
Net transfers in (out) of Level 3	-	-
Balance as of August 31, 2008	$-	$-

Combined Portfolio

	Investment In Securities	Other Financial Instruments*
Balance as of August 31, 2007	$-	$-
Realized gain (loss)	-	-
Change ununrealized appreciation (depreciation)	-	-
Net amortization/accretion	-	-

Net purchases (sales)	-	-
Net transfers in (out) of Level 3	1,040	-
Balance as of August 31, 2008	$1,040	$-

B. Shares of Beneficial Interest — The Pro Forma net asset value per share assumes the issuance of 127 Class A shares, 22,284 Select Class shares and 10,634 Institutional Class shares of Short-Intermediate Municipal Bond Fund in exchange for 132 Class A shares, 2,257 Select Class shares and 5,983 Institutional Class shares of Tax Aware Enhanced Income Fund and 21,178 Select Class shares and 5,144 Institutional Class shares of Tax Aware Short-Intermediate Income Fund, respectively (shares in thousands).

C. Federal Income Taxes — Each Fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the acquisition, Short-Intermediate Municipal Bond Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interest of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, Federal income taxes.

JPMorgan Tax Aware Short-Intermediate Income Fund/JPMorgan Short-Intermediate Municipal Bond Fund

Combined Schedule of Portfolio Investments

As of August 31, 2008 (unaudited)

(Amounts in thousands)


JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Long-Term Investments — 97.1%
								Collateralized Mortgage Obligations — 0.2%
								Non-Agency — 0.2%
	1,065							Structured Adjustable Rate Mortgage Loan Trust,		1,065
								Series 2004-6, Class 5A1, VAR, 4.97%, 06/25/34
			1,057					(Cost $1,077, $0 and $1,077 respectively)				1,057


								Corporate Bond — 0.3%
								Commercial Banks — 0.3
	1,400							Deutsche Bank Capital Funding Trust I,		1,400
			1,404					VAR, 7.87%, 06/30/09 (e) (x)				1,404


			1,404					Total Corporate Bonds (Cost $1,600, $0 and $1,600 respectively)				1,404


								Foreign Government Security — 0.2%
	1,350							National Agricultural Cooperative Federation, (South Korea),		1,350
			1,360					VAR, 5.75%, 06/18/09 (Cost $1,399, $0 and $1,399 respectively)				1,360


								Municipal Bonds — 96.4%
								Alabama — 2.1%
					250			Alabama Public Housing Authorities,		250
							252	Series A, Rev., FSA, 3.50%, 01/01/10 (m)				252
	5,000							Alabama State Dock Authority,		5,000
			5,236					Series B, Rev., MBIA, 5.00%, 10/01/10				5,236
								Huntsville Madison County Airport Authority,
					2,330		2,409	Rev., FSA, 5.00%, 07/01/12		2,330		2,409
					1,450		1,497	Rev., FSA, 5.00%, 07/01/13		1,450		1,497
	1,570		1,615					Rev., FSA, 5.00%, 07/01/14		1,570		1,615

			6,851				4,158					11,009


								Alaska — 0.4%
					1,945			Alaska Energy Authority, Bradley Lake,		1,945
							2,011	Third Series, Rev., FSA, 6.00%, 07/01/09 (m)				2,011


								Arizona — 1.0%
	2,600				2,400			Arizona Health Facilities Authority, Phoenix Children’s Hospital,		5,000
			2,389				2,205	Series A, Rev., VAR, 2.84%, 09/04/08 (m)				4,594
					375			Tucson & Prima Counties, IDA, Mortgage-Backed Securities Program,		375
							387	Series 1A, Rev., VAR, GNMA/FNMA, 7.45%, 01/01/10				387

			2,389				2,592					4,981


								Arkansas — 0.7%
	3,490							City of Fort Smith, Water and Sewer Construction,		3,490
			3,730					Rev., FSA, 5.00%, 10/01/18				3,730


								California — 3.2%
	1,000							California Health Facilities Financing Authority, Stanford Hospital,		1,000
			1,015					Series A-3, Rev., 3.45%, 06/15/11				1,015
					3,400			City of Lodi, Electric Systems, Capital Appreciation,		3,400
							1,374	Series B, COP, MBIA, Zero Coupon, 01/15/09 (p)				1,374
	2,180				2,020			Golden State Tobacco Securitization Corp., Enhanced Asset-Backed,		4,200
			1,947				1,805	Series A1, Rev., 4.50%, 06/01/17				3,752
	1,110				1,000			Long Beach Bond Finance Authority, Natural Gas,		2,110
			1,123				1,011	Series A, Rev., 5.00%, 11/15/09				2,134
					1,210			Orange County, Water District,		1,210
							1,239	Series B, COP, MBIA, 4.50%, 08/15/09				1,239
								State of California, Economic Recovery,
					3,375		3,730	Series A, GO, MBIA, 5.25%, 07/01/13		3,375		3,730
					2,750		2,868	Series B, GO, VAR, 5.00%, 03/01/10		2,750		2,868

			4,085				12,027					16,112


								Colorado — 2.8%
	2,500							Colorado Health Facilities Authority, Evangelical Lutheran,		2,500
			2,516					Series B, Rev., VAR, 3.75%, 06/01/09				2,516
					2,400			Colorado Housing & Finance Authority, Multi-Family Housing,		2,400
							2,400	Series A-1, Rev., VAR, MBIA, 2.00%, 04/01/30				2,400
								Delta County, Memorial Hospital District Enterprise,
					1,025		1,025	Rev., 4.10%, 09/01/08		1,025		1,025
					1,155		1,166	Rev., 4.45%, 09/01/09		1,155		1,166
	2,700				2,300			Denver City & County, Airport, Floating Rate Certificates,		5,000
			2,752				2,344	Series A2, Rev., VAR, 5.25%, 11/15/08				5,096

See notes to pro forma financial statements


JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

					785			Denver City & County, Metropolitan Mayors Caucus,		785
							793	Series A, Rev., VAR, GNMA/FNMA/FHLMC COLL, 6.35%, 05/01/09				793
					1,000			El Paso County School District No. 12 Cheyenne Mountain,		1,000
							1,036	GO, 5.70%, 09/15/09 (p)				1,036
					400			El Paso County, Single Family Mortgage,		400
							411	Series A, Rev., 4.50%, 05/01/12				411

			5,268				9,175					14,443


								Connecticut — 1.9%
					5			City of New Haven,		5
							5	Series C, GO, MBIA, 5.00%, 11/01/08 (p)				5
					2,605			Connecticut State Higher Education Supplement Loan Authority,		2,605
							2,582	Family Education Loan Program, Series A, Rev., MBIA, 4.38%, 11/15/13				2,582
								State of Connecticut,
					5,000		5,392	GO, 5.00%, 03/15/12		5,000		5,392
					1,495		1,574	Series B, GO, 5.75%, 11/01/09 (p)		1,495		1,574

							9,553					9,553


								Delaware — 1.6%
	5,000				2,500			Delaware Transportation Authority, Motor Fuel Tax Revenue,		7,500
			5,456				2,728	Series B, Rev., AMBAC, 5.25%, 07/01/12				8,184


								District of Columbia — 0.2%
					1,090			District of Columbia,		1,090
							1,116	Series E, GO, 4.00%, 06/01/10				1,116


								Florida — 11.8%
					1,600			Broward County, Resource Recovery, Wheelabrator,		1,600
							1,614	Series A, Rev., 5.50%, 12/01/08				1,614
	5,000							Citizens Property Insurance Corp. High Risk Account,		5,000
			5,253					Series A, Rev., MBIA, 5.00%, 03/01/12				5,253
					605			City of Atlantic Beach, Health Care Facilities, Fleet Landing Project,		605
							605	Rev., ACA, 5.25%, 10/01/08 (m)				605
					2,195			Collier County School Board,		2,195
							2,397	COP, FSA, 5.38%, 02/15/12 (p)				2,397
					685			Escambia County, Housing Finance Authority, Multi-County Program,		685
							684	Series A, Rev., GNMA/FNMA, 2.63%, 10/01/09				684
	2,000				2,150			Florida Housing Finance Corp., Multi-Family Mortgage, Heritage Villas,		4,150
			2,015				2,166	Series F, Rev., 4.00%, 10/01/10				4,181
	10,000							Florida Hurricane Catastrophe Fund,		10,000
			10,413					Series A, Rev., 5.00%, 07/01/11				10,413
	2,000				3,500			Highlands County Health Facilities Authority, Adventist Health Hospital,		5,500
			2,034				3,560	Series I, Rev., VAR, 5.00%, 11/16/09				5,594
	3,250				3,000			Miami-Dade County Educational Facilities Authority, University of Miami,		6,250
			3,426				3,162	Series B, Rev., 5.00%, 04/01/12				6,588
	1,785							Miami-Dade County, Capital Asset Acquisition,		1,785
			1,913					Series A, Rev., AMBAC, 5.00%, 04/01/14				1,913
					5,325			Miami-Dade County School Board,		5,325
							5,549	Series A, COP, AMBAC, 5.00%, 08/01/10				5,549
					1,645			Miami-Dade County, Water & Sewer System,		1,645
							1,772	Series B, Rev., FSA, 5.00%, 10/01/13				1,772
	5,000							Miami-Dade County, Water & Sewer System,		5,000
			5,401					Series B, Rev., FSA, 5.00%, 10/01/14				5,401
	3,225				2,650			Palm Beach County School Board,		5,875
			3,367				2,767	Series B, COP, VAR, FGIC, 5.00%, 08/01/11				6,134
					2,000			University Athletic Association, Inc., Athletic Program,		2,000
							2,032	Rev., VAR, LOC: Suntrust Bank, 3.80%, 10/01/11				2,032

			33,822				26,308					60,130


								Georgia — 0.6%
	1,680							Fulco Hospital Authority, Health System, Catholic Health East,		1,680
			1,691					Series A, Rev., MBIA, 5.50%, 11/15/08				1,691
								Monroe County Development Authority, Pollution Control, Oglethorpe Power Corp.,
					905		919	Series A, Rev., MBIA-IBC, 6.70%, 01/01/09		905		919
					500		530	Series A, Rev., MBIA-IBC, 6.75%, 01/01/10		500		530

			1,691				1,449					3,140


								Hawaii — 1.0%
					2,000			Honolulu City & County,		2,000
							2,002	GO, MBIA-IBC, 5.45%, 09/11/08 (p)				2,002
					2,750			State of Hawaii,		2,750
							2,978	Series CZ, GO, FSA, 5.00%, 07/01/12 (p)				2,978

							4,980					4,980


								Idaho — 1.3%
	6,045							Idaho Housing & Finance Association,		6,045
			6,755					Series A, Rev., Assured Guaranty Ltd., 5.25%, 07/15/14				6,755

See notes to pro forma financial statements


JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Illinois — 2.0%
	1,545				1,300			Chicago Transit Authority, Federal Transit Administration,		2,845
			1,686				1,418	Rev., Assured Guaranty, Ltd., 5.00%, 06/01/14				3,104
	2,440							City of Chicago, Pilsen Redevelopment, Tax Allocation,		2,440
			2,385					Series A, AMBAC, 4.35%, 06/01/13				2,385
					1,000			City of Chicago, Wastewater Transmission, Second Lien,		1,000
							1,063	Rev., MBIA, 6.00%, 01/01/10 (p)				1,063
					1,790			Illinois Educational Facilities Authority, Medical Term-Field Museum,		1,790
							1,855	Rev., VAR, 4.45%, 11/01/14				1,855
					1,675			Winnebago County, School District No. 122 Harlem-Loves Park,		1,675
							1,726	GO, FGIC, 6.55%, 06/01/09				1,726

			4,071				6,062					10,133


								Indiana — 1.0%
					1,750			Indiana Health Facility Financing Authority, Ascension Health,		1,750
							1,825	Series A3, Rev., VAR, 5.00%, 07/01/11				1,825
	1,000							Indiana Municipal Power Agency, Power Supply,		1,000
			1,069					Series B, Rev., MBIA, 6.00%, 01/01/11				1,069
								New Albany School District, Floyd County School Building Corp., First Mortgage,
					635		642	Rev., FGIC, 5.00%, 01/15/09		635		642
					1,305		1,353	Rev., FGIC, 5.00%, 01/15/10		1,305		1,353

			1,069				3,820					4,889


								Kansas — 1.9%
					2,400			City of Olathe,		2,400
							2,610	Series 211, GO, 5.00%, 10/01/12				2,610
					1,010			Saline County Unified School District No. 305,		1,010
							1,013	GO, FSA, 5.25%, 09/01/13				1,013
	3,500				950			Sedgwick County Unified School District No. 259,		4,450
			3,708				1,006	GO, MBIA, 5.50%, 09/01/10				4,714
	1,500							Wyandotte County-Kansas City Unified Government, Sales Tax, 1st Lien,		1,500
			1,521					Series C, Rev., LOC: Citibank, N.A., 3.85%, 12/01/13				1,521

			5,229				4,629					9,858


								Louisiana — 0.4%
								Louisiana Public Facilities Authority, Ochsner Clinic Foundation Project,
					635		654	Series B, Rev., 5.00%, 05/15/10		635		654
	510		528		—		—	Series B, Rev., 5.00%, 05/15/11		510		528
								Parish of St. Mary, Solid Waste,
					280		282	Rev., 5.40%, 03/01/09		280		282
					295		302	Rev., 5.40%, 03/01/10		295		302
					310		319	Rev., 5.40%, 03/01/11		310		319

			528				1,557					2,085


								Massachusetts — 2.0%
					2,000			Commonwealth of Massachusetts,		2,000
							2,386	Series A, GO, AMBAC, 6.50%, 11/01/14 (p)				2,386
					3,000			Massachusetts Housing Finance Agency, Insured Construction Loan,		3,000
							3,004	Series A, Rev., AMT, FSA, 4.13%, 10/06/08				3,004
	3,000							Massachusetts State Turnpike Authority,		3,000
			3,023					Series A, Rev., MBIA, 5.00%, 09/02/08				3,023
								New Bedford Housing Authority, Capital Funding Program,
					620		621	Series A, Rev., 2.70%, 10/01/08		620		621
					635		643	Series A, Rev., 3.00%, 10/01/09		635		643
					375		382	Series A, Rev., 3.20%, 10/01/10		375		382

			3,023				7,036					10,059


								Michigan — 2.8%
	10,920							City of Detroit, Sewer Disposal,		10,920
			8,739					Rev., VAR, FSA, 2.47%, 10/01/08				8,739
	1,000							Michigan Higher Education Student Loan Authority, Student Loans,		1,000
			997					Series XVII-I, Rev., AMBAC, 3.30%, 03/01/09				997
					1,470			Van Buren Township Local Development Authority, Tax Increment,		1,470
							1,610	GO, FGIC, 5.25%, 04/01/13 (p)				1,610
	2,825							Wayne County Airport Authority,		2,825
			3,011					Rev., FGIC, 5.00%, 12/01/14				3,011

			12,747				1,610					14,357


								Minnesota — 1.7%
					2,250			South Washington County Independent School District No 833,		2,250
							2,360	Series A, GO, MBIA, 5.60%, 02/01/10				2,360
	5,555							State of Minnesota,		5,555
			6,186					GO, 5.00%, 10/01/15				6,186

			6,186				2,360					8,546

See notes to pro forma financial statements


JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Mississippi — 0.4%
	1,060							Mississippi Development Bank Special Obligation, Marshal County Correctional,		1,060
			1,115					Series C, Rev., 5.00%, 08/01/11				1,115
					1,045			Mississippi Development Bank Special Obligation, Wilkinson County Correctional Center,		1,045
							1,099	Series D, Rev., 5.00%, 08/01/11				1,099

			1,115				1,099					2,214


								Missouri — 2.6%
					2,500			City of St Louis, Lambert-St. Louis International Airport,		2,500
							2,557	Series A, Rev., FSA, 5.00%, 07/01/09				2,557
	6,175							Kansas City, Streetlight Project,		6,175
			6,704					Series A, GO, MBIA, 5.00%, 02/01/13				6,704
					3,085			Missouri State Board of Public Buildings,		3,085
							3,292	Series A, Rev., 5.50%, 10/15/10				3,292
					665			Riverview Gardens School District, Capital Appreciation,		665
							616	GO, FSA, Zero Coupon, 04/01/11				616

			6,704				6,465					13,169


								Nevada — 1.1%
	5,000							Clark County School District,		5,000
			5,567					GO, FSA, 5.50%, 06/15/13				5,567

								New Hampshire — 0.8%
					4,000			New Hampshire Business Finance Authority, Pollution Control,		4,000
							4,021	Series A, Rev., VAR, 3.50%, 02/01/09				4,021


								New Jersey — 9.3%
	10,000							New Jersey EDA, Cigarette Tax,		10,000
			10,525					Rev., FGIC, 5.00%, 06/15/13				10,525
								New Jersey EDA, School Facilities Construction,
					4,500		4,823	Rev., VAR, FSA, 5.00%, 09/01/14		4,500		4,823
	2,475		2,664					Series J3, Rev., VAR, FSA, 5.00%, 09/01/14		2,475		2,664
	5,095		5,659					Series L, Rev., FSA, 5.25%, 03/01/15		5,095		5,659
	775				700			New Jersey State Educational Facilities Authority, Stevens Institute of Technology,		1,475
			789				713	Series A, Rev., 5.00%, 07/01/13				1,502
								New Jersey Transportation Trust Fund Authority,
	10,015		11,025					Series B, Rev., MBIA, 5.25%, 12/15/13		10,015		11,025
	5,000		5,564					Series B, Rev., MBIA, 6.00%, 12/15/11 (p)		5,000		5,564
					370			State of New Jersey,		370
							412	Series N, GO, FGIC, 5.50%, 07/15/13				412
	2,600				2,250			State of New Jersey, Equipment Lease Purchase,		4,850
			2,703				2,339	Series A, COP, 5.00%, 06/15/10				5,042

			38,929				8,287					47,216


								New York — 5.0%
					2,060			Erie County Industrial Development Agency, School District Buffalo Project,		2,060
							2,218	Series A, Rev., FSA, 5.00%, 05/01/12				2,218
	2,000							Metropolitan Transportation Authority,		2,000
			2,162					Series A, Rev., FGIC, 5.25%, 11/15/11				2,162
	2,000							Nassau Health Care Corp.,		2,000
			2,107					Series B, Rev., FSA, CNTY GTD, 5.00%, 08/01/10				2,107
	4,000							New York City,		4,000
			4,403					Series F, GO, 5.50%, 12/15/12				4,403
					3,000			New York State Dormitory Authority,		3,000
							3,212	Series B, Rev., VAR, 5.25%, 05/15/12				3,212
	2,425							New York State Dormitory Authority, Albany Hospital Mortgage,		2,425
			2,461					Series A-1, Rev., FSA/FHA, 5.00%, 02/15/09				2,461
	845							New York State Dormitory Authority, Montefiore Hospital Mortgage,		845
			870					Rev., FGIC, FHA, 5.00%, 02/01/10				870
					3,500			New York State Thruway Authority, Second Generation Highway & Bridge Trust Fund,		3,500
							3,715	Series B, Rev., 5.00%, 04/01/11				3,715
	2,025				2,000			Tobacco Settlement Financing Authority,		4,025
			2,106				2,080	Series A, Rev., 5.00%, 06/01/10				4,186

			14,109				11,225					25,334


								North Carolina — 3.4%
	5,000							Mecklenburg County,		5,000
			5,468					Series C, GO, 5.00%, 02/01/13				5,468
	2,460				2,090			North Carolina Eastern Municipal Power Agency,		4,550
			2,640				2,243	Series A, Rev., Assured Guaranty, Ltd., 5.00%, 01/01/13				4,883
								North Carolina Medical Care Commission, First Mortgage, Deerfield,
					1,000		997	Series A, Rev., 3.13%, 11/01/09		1,000		997
					1,500		1,498	Series A, Rev., 3.38%, 11/01/10		1,500		1,498
	2,080				1,850			North Carolina Municipal Power Agency, No. 1-Catawba Electric,		3,930
			2,224				1,977	Series A, Rev., 5.25%, 01/01/13				4,201

			10,332				6,715					17,047

See notes to pro forma financial statements


JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Ohio — 3.9%
	1,000							American Municipal Power-Ohio, Inc.,		1,000
			1,014					Series A, Rev., 5.00%, 02/01/11				1,014
	3,395				3,400			Buckeye Tobacco Settlement Financing Authority, Asset-Backed, Turbo,		6,795
			3,101				3,105	Series A-2, Rev., 5.13%, 06/01/17				6,206
					615			Cleveland-Cuyahoga County Port Authority, Bond Fund Program, Myers University Project,		615
							599	Series E, Rev., 4.65%, 05/15/14				599
					6,000			Cleveland-Cuyahoga County Port Authority, Rock & Roll Hall of Fame Project,		6,000
							6,001	Rev., FSA, 3.60%, 12/01/08				6,001

								Columbus Regional Airport Authority, Joseph Knight Towers Projects,
					40		40	Series A, Rev., GNMA COLL, 3.60%, 02/20/09		40		40
					480		476	Series A, Rev., GNMA COLL, 4.30%, 02/20/14		480		476
					4,325			Milford Exempt Village School District, School Improvement,		4,325
							4,685	GO, FSA, 5.13%, 12/01/11 (p)				4,685
					1,000			University of Cincinnati,		1,000
							1,057	Series T, Rev., 5.50%, 06/01/10				1,057

			4,115				15,963					20,078


								Oklahoma — 0.1%
					360			Oklahoma Housing Finance Agency, Single Family Housing,		360
							369	Series B-2, Rev., AMT, GNMA/FNMA, 6.80%, 09/01/09				369

							369					369


								Oregon — 1.0%
					1,075			Marion & Clackamas Counties School District No. 4J Silver Falls,		1,075
							1,085	GO, 3.00%, 06/15/09				1,085
					4,015			MMA Financial CDD Senior Securitization Trust, Harmony Pass-Through Certificates,		4,015
							4,016	Series A, Rev., VAR, LOC: Compass Bank, 3.38%, 11/01/08 (i)				4,016

							5,101					5,101


								Pennsylvania — 7.0%
					500			City of Philadelphia, Gas Works, Fifth,		500
							515	Series A-1, Rev., FSA, 5.00%, 09/01/09				515
					3,625			City of Philadelphia, Water & Wastewater,		3,625
							3,868	Series A, Rev., AMBAC, 5.00%, 08/01/13				3,868
	5,390							Commonwealth of Pennsylvania,		5,390
			5,841					GO, MBIA, 5.25%, 02/01/12				5,841
	10,000							Harrisburg Authority Resource Recovery Improvements,		10,000
			10,510					Series D-2, Rev., FSA, GTD, VAR, 5.00%, 12/01/13				10,510
	2,775							Lancaster County Solid Waste Management Authority,		2,775
			3,005					Rev., MBIA, 5.00%, 12/15/14				3,005
	3,000							Luzerne County IDA, Pennsylvania-American Water Co.,		3,000
			3,002					Series A, Rev., AMBAC, VAR, 3.60%, 12/01/09				3,002
								Pennsylvania Higher Educational Facilities Authority, LaSalle University,
	1,875		1,927					Series A, Rev., 5.00%, 05/01/11		1,875		1,927
					400			Pennsylvania State Higher Educational Facilities Authority, Allegheny Delaware Obligation,		400
							402	Series A, Rev., MBIA, 5.60%, 11/15/09				402
					1,000			Pennsylvania State Higher Educational Facilities Authority, LaSalle University,		1,000
							989	Series A, Rev., 4.13%, 05/01/13				989
					145			Pennsylvania State Housing Finance Agency, Single Family Mortgage,		145
							145	Series 65A, Rev., AMT, 4.60%, 10/01/08				145
	2,700							Pennsylvania Turnpike Commission,		2,700
			2,707					Series A, Rev., BAN, AMBAC, 4.00%, 10/15/08				2,707
					2,450			Philadelphia Parking Authority, Airport,		2,450
							2,561	Rev., 5.00%, 09/01/11				2,561

			26,992				8,480					35,472


								Puerto Rico — 1.4%
					1,400			Children’s Trust Fund,		1,400
							1,464	Rev., 5.75%, 07/01/10 (p)				1,464
					2,375			Puerto Rico Government Development Bank,		2,375
							2,388	Series B, Rev., 5.00%, 12/01/08				2,388
	3,000							Puerto Rico Public Finance Corp., Commonwealth Appropriations,		3,000
			3,227					Series A, MBIA, 5.38%, 08/01/11 (p)				3,227

			3,227				3,852					7,079


								Rhode Island — 0.8%
					3,975			Rhode Island Refunding Bond Authority,		3,975
							4,022	Series A, Rev., AMBAC, 5.25%, 10/06/08				4,022


								South Carolina — 3.2%
					1,160			Charleston County School District Development Corp.,		1,160
							1,209	Series B, GO, SCSDE, 5.00%, 02/01/10				1,209

See notes to pro forma financial statements


JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

					1,000			Charleston County, Public Improvements,		1,000
							1,044	GO, 5.25%, 09/01/09 (p)				1,044
	5,000							State of South Carolina, School Facilities,		5,000
			5,315					Series A, GO, 5.00%, 01/01/11				5,315
	4,700				4,300			Tobacco Settlement Revenue Management Authority,		9,000
			4,582				4,192	Rev., 5.00%, 12/01/08				8,774

			9,897				6,445					16,342


								Tennessee — 2.1%
					2,550			Metropolitan Government Nashville & Davidson County Health & Educational		2,550
								Facilities Board, Vanderbilt University,
							2,800	Series A, Rev., 5.00%, 10/01/13				2,800
	5,000							Shelby County Health Educational & Housing Facilities Board, Floating Baptist Memorial Healthcare,		5,000
			5,000					Series A, Rev., VAR, 5.00%, 10/01/08				5,000
					3,000		3,164	Shelby County, Public Improvement, Series A, GO, 5.63%, 04/01/10 (p)		3,000		3,164

			5,000				5,964					10,964


								Texas — 9.9%
								Austin Independent School District, Capital Appreciation,
					1,035		981	GO, FGIC, Zero Coupon, 08/01/10 (m)		1,035		981
					1,205		1,098	GO, FGIC, Zero Coupon, 08/01/11 (m)		1,205		1,098
	1,110							Austin Texas Community College District Public Facilities Corp.,		1,110
			1,210					Series 2008, 5.25%, 08/01/13				1,210
					4,500			Camino Real Regional Mobility Authority,		4,500
							4,763	Rev., 5.00%, 08/15/12				4,763
					2,685			City of Beaumont, Waterworks & Sewer System,		2,685
							2,899	Rev., FGIC, 6.25%, 09/01/10 (p)				2,899
					2,615			City of Frisco, Certificates Obligation,		2,615
							2,795	Series A, GO, FGIC, 5.25%, 02/15/11 (p)				2,795
					3,125			City of Houston, Water & Sewer System, Junior Lien,		3,125
							3,311	Series B, Rev., FGIC, 5.25%, 12/01/10 (p)				3,311
								City of San Antonio, Electric & Gas Systems,
					2,785		2,996	Series A, Rev., 5.00%, 02/01/12		2,785		2,996
	5,000		5,238					Series A, Rev., 5.75%, 02/01/10 (p)		5,000		5,238
	5,000							Dallas-Fort Worth International Airport Facilities Improvement Corp.,		5,000
			5,043					Series A, Rev., XLCA, 5.00%, 11/01/09				5,043
	2,975				3,400			Harris County Hospital District,		6,375
			2,942				3,363	Series B, Rev., VAR, MBIA, 4.80%, 08/16/10				6,305
					2,205			Houston Community College System, Junior Lien,		2,205
							2,376	Series A, Rev., MBIA, 5.38%, 04/15/11 (p)				2,376
					2,385			Houston Community College System, Unrefunded Balance, Junior Lien,		2,385
							2,524	Series A, Rev., MBIA, 5.38%, 04/15/11				2,524
					1,000			Lower Colorado River Authority,		1,000
							1,057	Rev., 5.00%, 05/15/11				1,057
								San Leanna Educational Facilities Corp., Higher Education, St. Edwards University Project,
					285		292	Rev., 4.50%, 06/01/11		285		292
	485		496		200		204	Rev., 4.50%, 06/01/12		685		700

	2,100							State of Texas, Public Finance Authority,		2,100
			2,217					Series A, GO, 5.00%, 10/01/10				2,217
					1,500			Tarrant County Cultural Education Facilities Finance Corp., Texas Health Resources,		1,500
							1,580	Series A, Rev., 5.00%, 02/15/13				1,580
					1,500			Texas Municipal Gas Acquisition & Supply Corp.,		1,500
							1,502	Series D, Rev., 5.00%, 12/15/08				1,502
	1,500							Texas Municipal Gas Acquisition & Supply Corp. I., Senior Lien,		1,500
			1,507					Series D, Rev., 5.00%, 12/15/09				1,507

			18,653				31,741					50,394


								Virginia — 3.6%
					1,000			Big Stone Gap Redevelopment & Housing Authority, Correctional Facilities,		1,000
							1,000	Rev., 5.00%, 09/01/08				1,000
	2,610							Peninsula Ports Authority, Dominion Term Association Project,		2,610
			2,612					Rev., VAR, 3.30%, 09/30/08				2,612
								Virginia Beach Development Authority, Sentara Health Systems,
					2,985		3,030	Rev., 5.25%, 11/01/08		2,985		3,030
					5,100		5,487	Series A, Rev., 5.00%, 12/01/11		5,100		5,487
					4,500			Virginia Commonwealth Transportation Board, Federal Highway Reimbursement Notes,		4,500
							4,896	Rev., 5.00%, 09/27/12				4,896
					1,125			Virginia Resources Authority, Clean Water Revolving Fund,		1,125
							1,247	Rev., 5.00%, 10/01/14				1,247

			2,612				15,660					18,272

See notes to pro forma financial statements


JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Tax Aware Short- Intermediate Income Fund		JPMorgan Short- Intermediate Municipal Bond Fund		JPMorgan Short- Intermediate Municipal Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal Amount ($)		Value ($)		Principal Amount ($)		Value ($)		Security Description (t)	Principal Amount ($)		Value ($)

								Washington — 0.4%
	1,000							Energy Northwest, Columbia Generator Project,		1,000
			1,001					Series E, Rev., 4.15%, 07/01/09				1,001
					1,000			Energy Northwest, Wind Project,		1,000
							1,036	Rev., MBIA, 5.00%, 07/01/10				1,036

			1,001				1,036					2,037

			251,153				239,616	Total Municipal Bonds (Cost $249,304, $238,100 and $487,404 respectively)				490,769

			254,974				239,616	Total Long-Term Investments (Cost $253,380, $238,100 and $491,480 respectively)				494,590


Shares				Shares						Shares

									Short-Term Investment — 2.8%
									Investment Company — 2.8%
	417				13,762				JPMorgan Tax Free Money Market Fund, Institutional Class (b)		14,179
			417				13,762		(Cost $417, $13,762 and $14,179 respectively)				14,179


			255,391				253,378		Total Investments — 99.9% (Cost $253,797, $251,862 and $505,659 respectively)				508,769
			1,877				(1,552	)	Other Assets in Excess of Liabilities — 0.1%				325

		$	257,268			$	251,826		NET ASSETS — 100.0%			$	509,094


									Percentages indicated are based on net assets.


ABBREVIATIONS AND DEFINITIONS:

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

(e)	Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by the Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

(i)	Security has been deemed illiquid pursuant to procedures approved by the Board of Trustees and may be difficult to sell.

(m)	All or a portion of this security is reserved for current or potential holdings of futures, swaps, options, TBAs, when-issued securities, delayed delivery securities, reverse repurchase agreements, and forward currency contracts.

(p)	Security is prerefunded or escrowed to maturity.

(t)	The date shown represents the earliest of the next reset date, next call date, prerefunded date, next put date or final maturity date.

(x)	Security is perpetual and, thus, does not have a predetermined maturity date. The coupon rate for this security is fixed for a period of time and may be structured to adjust thereafter. The date shown reflects the next call date. The coupon rate shown is the rate in effect as of August 31, 2008.

ACA	American Capital Access
AMBAC	American Municipal Bond Assurance Corp.
AMT	Alternative Minimum Tax
BAN	Bond Anticipation Note
CDD	Community Development District
CNTY	County
COLL	Collateral
COP	Certificate of Participation
EDA	Economic Development Authority
FGIC	Financial Guaranty Insurance Co.
FHA	Federal Housing Administration
FHLMC	Federal Home Loan Mortgage Corp.
FNMA	Federal National Mortgage Association
FSA	Financial Security Assurance
GNMA	Government National Mortgage Association
GO	General Obligation
GTD	Guaranteed
IBC	Insured Bond Certificates
IDA	Industrial Development Authority
LIQ	Liquidity Agreement
LOC	Letter of Credit
MBIA	Municipal Bond Insurance Association Corp.
RADIAN	Radian Asset Assurance
REMICS	Real Estate Mortgage Investment Conduits
Rev.	Revenue Bond
SCSDE	South Carolina School District Enhancement
VAR	Variable Rate Security. The interest rate shown is the rate in effect as of August 31, 2008.
XLCA	XL Capital Assurance

JPMorgan Tax Aware Short-Intermediate Income Fund/JPMorgan Short-Intermediate Municipal Bond Fund

Pro Forma Combined Statement of Assets and Liabilities

As of August 31, 2008 (Unaudited)

(Amounts in thousands, except per share amount)


	Acquired Fund			Acquiring Fund

	JPMorgan Tax Aware Short-Intermediate Income Fund			JPMorgan Short-Intermediate Municipal Bond Fund			Pro Forma Adjustments			Pro Forma Combined

ASSETS:
Investments in non-affiliates, at value	$	254,974		$	239,616		$	—		$	494,590
Investments in affiliates, at value		417			13,762			—			14,179

Total investment securities, at value		255,391			253,378			—			508,769
Cash		1			3			—			4
Receivables:
Fund shares sold		—			2,942			—			2,942
Interest and dividends		2,767			2,719			—			5,486

Total Assets		258,159			259,042			—			517,201


LIABILITIES:
Payables:
Dividends	$	716		$	354			—		$	1,070
Investment securities purchased		—			6,282			—			6,282
Fund shares redeemed		—			413			—			413
Accrued liabilities:
Investment advisory fees		55			53			(61	) (a)		47
Administration fees		19			21			—			40
Shareholder servicing fees		27			21			—			48
Distribution fees		—			24			—			24
Custodian and accounting fees		5			1			—			6
Trustees’ and Chief Compliance Officer’s fees		2			1			—			3
Other		67			46			61	(a)		174

Total Liabilities		891			7,216			—			8,107

Net Assets	$	257,268		$	251,826		$	—		$	509,094


NET ASSETS:
Paid in capital	$	281,747		$	252,945		$	—		$	534,692
Accumulated undistributed (distributions in excess of) net investment income		21			(10	)		—			11
Accumulated net realized gains (losses)		(26,094	)		(2,625	)		—			(28,719	)
Net unrealized appreciation (depreciation)		1,594			1,516			—			3,110

Total Net Assets	$	257,268		$	251,826		$	—		$	509,094


Net Assets:
Class A	$	—		$	54,530		$	—		$	54,530
Class B		—			4,418			—			4,418
Class C		—			15,462			—			15,462
Select Class		206,970			177,416			—			384,386	(b)
Institutional Class		50,298			—			—			50,298	(b)

Total Net Assets	$	257,268		$	251,826		$	—		$	509,094


Outstanding units of beneficial interest (shares) ($0.0001 par value; unlimited number of shares authorized):
Class A		—			5,315			—			5,315
Class B		—			427			—			427
Class C		—			1,494			—			1,494
Select Class		21,178			17,239			(1,064	) (c)		37,353
Institutional Class		5,144			—			(256	) (c)		4,888

Net asset value per share
Class A - Redemption price per share	$	—		$	10.26		$	—		$	10.26
Class B - Offering price per share (d)		—			10.35			—			10.35
Class C - Offering price per share (d)		—			10.35			—			10.35
Select Class - Offering and redemption price per share		9.77			10.29			—			10.29
Institutional Class - Offering and redemption price per share		9.78						—			10.29
Class A maximum sales charge		—			2.25	%		—			2.25	%
Class A maximum public offering price per share [net asset value per share/(100% - maximum sales charge)]		—			10.50						10.50

Cost of investments in non-affiliates	$	253,380		$	238,100		$	—		$	491,480
Cost of investments in affiliates		417			13,762			—			14,179

(a) Each Fund’s adviser or administrator will waive their fees and/or reimburse the Funds in an amount sufficient to offset the costs incurred by each Fund relating to the Reorganization, which include any costs associated with the solicitation of voting instructions.

(b) Reflects total combined net assets due to the merger.

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

See notes to pro forma financial statements

JPMorgan Tax Aware Short-Intermediate Income Fund/JPMorgan Short-Intermediate Municipal Bond Fund

Pro Forma Combined Statement of Operations

For the Twelve Month Period Ended August 31, 2008 (Unaudited)

(Amounts in thousands)


	JPMorgan Tax Aware Short-Intermediate Income Fund			JPMorgan Short-Intermediate Municipal Bond Fund			Pro Forma Adjustments			Pro Forma Combined


INVESTMENT INCOME:
Interest income	$	9,750		$	8,140		$	—		$	17,890
Dividend income from affiliates		269			335			—			604

Total investment income		10,019			8,475			—			18,494

EXPENSES:
Investment advisory fees		678			587			(2	) (a)		1,263
Administration fees		273			235			(3	) (a)		505
Distribution fees - Class A		—			85			(1	) (a)		84
Distribution fees - Class B		—			42			—	(a)		42
Distribution fees - Class C		—			115			—	(a)		115
Shareholder servicing fees - Class A		—			85			(1	) (a)		84
Shareholder servicing fees - Class B		—			14			—	(a)		14
Shareholder servicing fees - Class C		—			39			(1	) (a)		38
Shareholder servicing fees - Select Class		548			450			—	(a)		998
Shareholder servicing fees - Institutional Class		52			—			(1	) (a)		51
Custodian and accounting fees		36			39			(20	) (b)		55
Professional fees		52			70			(57	) (b)		65
Trustees’ and Chief Compliance Officer’s fees		3			3			—			6
Printing and mailing costs		7			9			(6	) (b)		10
Registration and filing fees		32			41			(30	) (b)		43
Transfer agent fees		34			47			—			81
Imputed interest expense on floating rate notes		40			—			—			40
Other		9			10			—			19

Total expenses		1,764			1,871			(122	)		3,513
Less amounts waived		(306	)		(333	)		(182	) (a)		(824	)
Less earnings credits		—			(5	)		—			(5	)
Less expense reimbursement		(5	)		—			—			(5	)
Less reimbursements for legal matters		—			—	(c)		—			—	(c)

Net expenses		1,453			1,533			(307	)		2,679

Net investment income (loss)		8,566			6,942			307			15,815


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments in non-affiliates		(2,717	)		353			—			(2,364	)
Payments by affiliates		—			13			—			13

Net realized gain (loss)		(2,717	)		366			—			(2,351	)


Change in net unrealized appreciation (depreciation) of:
Investments in non-affiliates		4,954			2,703			—			7,657

Change in net unrealized appreciation (depreciation)		4,954			2,703			—			7,657


Net realized/unrealized gains (losses)		2,237			3,069			—			5,306


Change in net assets resulting from operations	$	10,803		$	10,011		$	307		$	21,121


(a)	Based on the contract in effect for the surviving fund.

(b)	Decrease due to the elimination of duplicate expenses achieved by merging the funds.

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

See notes to pro forma financial statements

JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Short-Intermediate Municipal Bond Fund
Notes to Pro Forma Financial Statements (unaudited)
August 31, 2008

1. Basis of Combination

The accompanying unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of Operations (“Pro Forma statements”) for the twelve months ended August 31, 2008, reflect the accounts of JPMorgan Tax Aware Short-Intermediate Income Fund, a separate fund of JPMorgan Trust I (“Tax Aware Short-Intermediate Income Fund”), and JPMorgan Short-Intermediate Municipal Bond Fund, a separate fund of JPMorgan Trust II (“Short-Intermediate Municipal Bond Fund”), each a “Fund” and collectively, the “Funds”. Following the combination, the Short-Intermediate Municipal Bond Fund will be the accounting survivor.

Under the terms of Agreement and Plan of Reorganization, the exchange of assets of Tax Aware Short-Intermediate Income Fund, for shares of Short-Intermediate Municipal Bond Fund will be treated as a tax-free reorganization and accordingly, the tax-free reorganization will be accounted for in an as-if pooling of interests and accordingly, will be accounted for by the method of accounting for tax free mergers of investment companies. The combination would be accomplished by an acquisition of the net assets of Select Class shares and Institutional Class shares of Tax Aware Short-Intermediate Income Fund in exchange for Select Class shares and Institutional Class Shares of Short-Intermediate Municipal Bond Fund, respectively, at net asset value. The Pro Forma statements have been prepared as though the combination had been effective on August 31, 2008. The unaudited Pro Forma Statement of Operations reflects the results of the Funds for the twelve months ended August 31, 2008, as if the reorganization occurred on September 1, 2007. These Pro Forma statements have been derived from the books and records of the Funds utilized in calculating daily net asset values at the dates indicated above in conformity with U.S. generally accepted accounting principles. The historical cost of investment securities will be carried forward to the surviving entity and the results of operations for pre-combination periods of Short-Intermediate Municipal Bond Fund will not be restated. The fiscal year end is October 31 for Tax Aware Short-Intermediate Income Fund and the end of February for the Short-Intermediate Municipal Bond Fund.

2. Summary of Significant Accounting Policies

The following is a summary of significant accounting policies which are consistently followed by Tax Aware Short-Intermediate Income Fund and Short-Intermediate Municipal Bond Fund in the preparation of its financial statements. Each of the Funds has substantially the same accounting policies, which are detailed in the historical financial statements referenced above in Note 1. The policies are in conformity with generally accepted accounting principles. Preparation of the financial statements includes the use of management estimates. Actual results could differ from those estimates.

A. Security Valuation - Fixed income securities (other than certain short-term investments maturing in less than 61 days) are valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Generally, short-term investments (other than certain high yield securities) maturing in less than 61 days are valued at amortized cost, which approximates market value. Certain investments of the Portfolio may, depending upon market conditions, trade in relatively thin markets and/or in markets that experience significant volatility. As a result of these conditions, the prices used by the Portfolio to value securities may differ from the value that would be realized if these securities were sold and the differences could be significant. Futures and options shall generally be valued on the basis of available market quotations. Swaps and other derivatives are valued daily primarily using independent or affiliated pricing services approved by the Board of Trustees. If valuations are not available from such services or values received are deemed not representative of market value, values will be obtained from a third party broker-dealer or counterparty. Investments in other open-end investment companies are valued at such investment company’s current day closing net asset value per share. Equity securities listed on a North American, Central American, South American or Caribbean securities exchange shall generally be valued at the last sale price on the exchange on which the security is principally traded that is reported before the time when the net assets of the Portfolio are valued. The value of securities listed on The NASDAQ Stock Market LLC shall generally be the NASDAQ Official Closing Price.

JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Short-Intermediate Municipal Bond Fund
Notes to Pro Forma Financial Statements (unaudited)
August 31, 2008

In September 2006, the Statement of Financial Accounting Standards No. 157 — Fair Value Measurements — (“SFAS 157”), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 requires disclosure surrounding the various inputs that are used in determining the fair value of the Portfolio’s investments. These inputs are summarized into the three broad levels listed below.

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of August 31, 2008 in valuing the Fund’ assets and liabilities carried at fair value (amounts in thousands):


Tax Aware Short-Intermediate Income Fund

Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	417	$	—
Level 2		254,974		—
Level 3		—		—

Total	$	255,391	$	—


Combined Portfolio

Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	14,179
Level 2		494,590
Level 3		—

Total	$	508,769


Short-Intermediate Municipal Bond Fund

Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	13,762	$	—
Level 2		239,616		—
Level 3		—		—

Total	$	253,378	$	—

* Other financial instruments include futures, forwards and swap contracts.

JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Short-Intermediate Municipal Bond Fund
Notes to Pro Forma Financial Statements (unaudited)
August 31, 2008

B. Shares of Beneficial Interest — The Pro Forma net asset value per share assumes the issuance of 20,114 Select Class shares and 4,888 Institutional Class shares of Short-Intermediate Municipal Bond Fund in exchange for 21,178 Select Class shares and 5,144 Institutional Class shares of Tax Aware Short-Intermediate Income Fund, respectively (shares in thousands).

JPMorgan Intermediate Bond Fund/JPMorgan Core Bond Fund

Pro Forma Schedule of Portfolio Investments

As of August 31, 2008 (Unaudited)

(Amounts in thousands)


JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

								Long-Term Investments — 94.9%
								Asset-Backed Securities — 1.5%
	1,595				1,904			American Express Credit Account Master Trust,		3,499
			1,602				1,912	Series 2004-3, Class A, 4.35%, 12/15/11				3,514
					982			Ameriquest Mortgage Securities, Inc.,		982
							933	Series 2003-13, Class AF6, SUB, 5.09%, 01/25/34				933
	174				2,147			Bear Stearns Asset Backed Securities Trust,		2,321
			123				1,515	Series 2006-SD1, Class A, VAR, 2.84%, 04/25/36 (i)				1,638
								Capital One Auto Finance Trust,
					3,000		2,920	Series 2007-B, Class A3A, 5.03%, 04/15/12		3,000		2,920
	307		304		1,967		1,947	Series 2007-C, Class A2B, VAR, 2.89%, 05/17/10		2,274		2,251
	200		188		200		188	Series 2007-C, Class A3A, 5.13%, 04/16/12		400		376
					6,355			Capital One Multi-Asset Execution Trust,		6,355
							6,357	Series 2003-A4, Class A4, 3.65%, 07/15/11				6,357
								Citibank Credit Card Issuance Trust,
	3,390		3,271		4,892		4,721	Series 2002-C2, Class C2, 6.95%, 02/18/14		8,282		7,992
	1,400		1,400		3,300		3,301	Series 2005-B1, Class B1, 4.40%, 09/15/10		4,700		4,701
					950		887	Series 2007-A3, Class A3, 6.15%, 06/15/39		950		887
					2,730			Citigroup Mortgage Loan Trust, Inc.,		2,730
							2,248	Series 2003-HE3, Class A, VAR, 2.85%, 12/25/33				2,248
								CNH Equipment Trust,
	300		298		1,875		1,861	Series 2008-B, Class A3A, 4.78%, 07/16/12		2,175		2,159
	600		597		3,300		3,282	Series 2008-B, Class A4A, 5.60%, 11/17/14		3,900		3,879
								Countrywide Asset-Backed Certificates,
					1,348		1,136	Series 2003-5, Class MF1, VAR, 5.41%, 01/25/34		1,348		1,136
					11		10	Series 2004-1, Class 3A, VAR, 2.75%, 04/25/34		11		10
					1,290		980	Series 2004-1, Class M1, VAR, 2.97%, 03/25/34		1,290		980
					1,060		898	Series 2004-1, Class M2, VAR, 3.02%, 03/25/34		1,060		898
					1,297		1,033	Series 2004-6, Class M1, VAR, 3.07%, 10/25/34 (i)		1,297		1,033
					1,165			Credit Suisse Mortgage Capital Certificates,		1,165
							750	Series 2006-CF1, Class A1, VAR, 2.78%, 11/25/35 (i)				750
	349				2,332			Credit-Based Asset Servicing and Securitization		2,681
			328				2,191	LLC, Series 2006-CB1, Class AF2, SUB, 5.24%, 01/25/36				2,519
	400				2,000			Discover Card Master Trust,		2,400
			391				1,955	Series 2008-A4, Class A4, 5.65%, 12/15/15				2,346
					1,400			First Franklin Mortgage Loan Asset Backed Certificates,		1,400
							1,036	Series 2006-FF17, Class A4, VAR, 2.57%, 12/25/36				1,036
	1,000							Ford Credit Auto Owner Trust, Series 2006-B,		1,000
			1,003					Class A4, 5.25%, 09/15/11				1,003
	565				926			GE Capital Mortgage Services, Inc.,		1,491
			368				603	Series, 1999-HE1, Class M, VAR, 6.71%, 04/25/29				971
	869				850			Household Automotive Trust,		1,719
			858				839	Series 2005-1, Class A4, 4.35%, 06/18/12				1,697
	500							Household Credit Card Master Note Trust I,		500
			502					Series 2006-1, Class A, 5.10%, 06/15/12				502
	144				1,926			Indymac Residential Asset Backed Trust,		2,070
			112				1,495	Series 2006-A, Class A3, VAR, 2.67%, 03/25/36				1,607
								Long Beach Mortgage Loan Trust,
					1,500		1,145	Series 2004-3, Class M1, VAR, 3.04%, 07/25/34		1,500		1,145
	250		206		1,575		1,298	Series 2006-8, Class 2A2, VAR, 2.56%, 09/25/36		1,825		1,504
	500		407		3,700		3,009	Series 2006-WL2, Class 2A3, VAR, 2.67%, 01/25/36		4,200		3,416
	137				1,230			MASTR Asset Backed Securities Trust,		1,367
			131				1,178	Series 2006-HE3, Class A1, VAR, 2.51%, 08/25/36				1,309
								MBNA Credit Card Master Note Trust,
	2,393		2,307		3,083		2,972	Series 2002-C1, Class C1, 6.80%, 07/15/14		5,476		5,279
	997		972		1,288		1,255	Series 2003-C1, Class C1, VAR, 4.17%, 06/15/12		2,285		2,227
	1,755				2,240			MBNA Master Credit Card Trust,		3,995
			1,784				2,277	Series 1999-J, Class C, 7.85%, 02/15/12 (e)				4,061
					4,000			New Century Home Equity Loan Trust,		4,000
							3,264	Series 2003-5, Class AI6, SUB, 5.50%, 11/25/33				3,264
					410			Option One Mortgage Loan Trust,		410
							334	Series 2003-1, Class A2, VAR, 3.31%, 02/25/33				334
	100							Renaissance Home Equity Loan Trust, Series		100
			86					2007-2, Class AF2, SUB, 5.68%, 06/25/37				86
								Residential Asset Securities Corp.,
					117		102	Series 2002-KS4, Class AIIB, VAR, 2.97%, 07/25/32		117		102
					158		114	Series 2003-KS5, Class AIIB, VAR, 3.05%, 07/25/33		158		114
					174		112	Series 2003-KS9, Class A2B, VAR, 3.11%, 11/25/33		174		112
	433				5,632			Structured Asset Securities Corp.,		6,065
			361				4,701	Series 2002-23XS, Class A7, SUB, 6.08%, 11/25/32				5,062
	200				1,500			Volkswagen Auto Loan Enhanced Trust,		1,700
			199				1,495	Series 2008-1, Class A3, 4.50%, 07/20/12				1,694
								Wachovia Asset Securitization, Inc.,
					253		193	Series 2002-HE2, Class A, VAR, 2.90%, 12/25/32		253		193
					784		624	Series 2003-HE3, Class A, VAR, 2.72%, 11/25/33		784		624

			17,798				69,071	Total Asset-Backed Securities (Cost $18,391, $73,483 and $91,874, respectively)				86,869

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund			JPMorgan Core Bond Fund				Combined Pro Forma			Combined Pro Forma



Principal ($)		Value ($)		Principal ($)			Value ($)			Security Description	Principal ($)			Value ($)

										Collateralized Mortgage Obligations — 46.0%
										Agency CMO — 33.7%
										Federal Home Loan Bank System,
706			718		2,117			2,154		Series 2000-0606, Class Y, 5.27%, 12/28/12		2,823			2,872
										Federal Home Loan Mortgage Corp. — Government National Mortgage Association,
					896			948		Series 8, Class ZA, 7.00%, 03/25/23		896			948
565			586							Series 24, Class ZE, 6.25%, 11/25/23		565			586
					190			—	(h)	Series 55, Class GL, IF, IO, 0.60%, 04/25/24		190			—	(h)
										Federal Home Loan Mortgage Corp. REMICS,
68			72		120			127		Series 11, Class D, 9.50%, 07/15/19		188			199
					42			45		Series 22, Class C, 9.50%, 04/15/20		42			45
					62			66		Series 23, Class F, 9.60%, 04/15/20		62			66
1			3		1			3		Series 41, Class I, HB, 84.00%, 05/15/20		2			6
32			34							Series 46, Class B, 7.80%, 09/15/20		32			34
10			10		7			7		Series 47, Class F, 10.00%, 06/15/20		17			17
1			1							Series 85, Class C, 8.60%, 01/15/21		1			1
31			32		24			26		Series 99, Class Z, 9.50%, 01/15/21		55			58
129			129							Series 114, Class H, 6.95%, 01/15/21		129			129
—	(h)		5		1			17		Series 204, Class E, HB, IF, 1,391.28%, 5/15/23		1			22
					—	(h)		1		Series 1045, Class G, HB, 1,067.64%, 02/15/21		—	(h)		1
					25			26		Series 1065, Class J, 9.00%, 04/15/21		25			26
9			12		8			11		Series 1079, Class S, HB, IF, 25.50%, 05/15/21		17			23
9			9		34			34		Series 1084, Class F, VAR, 3.45%, 05/15/21		43			43
6			6		24			24		Series 1084, Class S, HB, IF, 33.98%, 05/15/21		30			30
					43			43		Series 1116, Class I, 5.50%, 08/15/21		43			43
67			67		42			42		Series 1144, Class KB, 8.50%, 09/15/21		109			109
—	(h)		4		—	(h)		4		Series 1172, Class L, HB, VAR, 1,182.96%, 11/15/21		—	(h)		8
1			11		1			21		Series 1196, Class B, HB, IF, 889.08%, 01/15/22		2			32
102			108							Series 1206, Class IA, 7.00%, 03/15/22		102			108
763			780		285			291		Series 1212, Class IZ, 8.00%, 02/15/22		1,048			1,071
72			75		71			74		Series 1250, Class J, 7.00%, 05/15/22		143			149
199			215		92			100		Series 1343, Class LA, 8.00%, 08/15/22		291			315
					117			116		Series 1343, Class LB, 7.50%, 08/15/22		117			116
					199			199		Series 1370, Class JA, VAR, 3.65%, 09/15/22		199			199
					201			183		Series 1455, Class WB, IF, 3.43%, 12/15/22		201			183
853			916		921			989		Series 1466, Class PZ, 7.50%, 02/15/23		1,774			1,905
12			11		16		��	16		Series 1470, Class F, VAR, 3.83%, 02/15/23		28			27
352			370							Series 1491, Class I, 7.50%, 04/15/23		352			370
					1,142			1,141		Series 1498, Class I, VAR, 3.65%, 04/15/23		1,142			1,141
					1,407			1,466		Series 1502, Class PX, 7.00%, 04/15/23		1,407			1,466
					188			196		Series 1505, Class Q, 7.00%, 05/15/23		188			196
352			343		463			451		Series 1518, Class G, IF, 7.16%, 05/15/23		815			794
					160			188		Series 1541, Class M, IF, 16.37%, 07/15/23		160			188
327			313		435			417		Series 1541, Class O, VAR, 3.34%, 07/15/23		762			730
378			385		265			270		Series 1558, Class D, 6.50%, 07/15/23		643			655
					40			39		Series 1570, Class F, VAR, 4.33%, 08/15/23		40			39
					1,488			1,576		Series 1573, Class PZ, 7.00%, 09/15/23		1,488			1,576
3			3							Series 1586, Class M, 5.00%, 09/15/08		3			3
					879			910		Series 1591, Class PV, 6.25%, 10/15/23		879			910
					104			108		Series 1595, Class D, 7.00%, 10/15/13		104			108
					326			334		Series 1596, Class D, 6.50%, 10/15/13		326			334
11			13		39			46		Series 1602, Class SA, IF, 14.63%, 10/15/23		50			59
6			6		10			10		Series 1604, Class SA, IF, 10.57%, 11/15/08		16			16
13			13		17			17		Series 1606, Class SC, IF, 14.70%, 11/15/08		30			30
1,497			1,517							Series 1607, Class H, 6.25%, 10/15/13		1,497			1,517
					62			68		Series 1607, Class SA, IF, 14.67%, 10/15/13		62			68
1,177			1,231		4,132			4,323		Series 1608, Class L, 6.50%, 09/15/23		5,309			5,554
1,087			1,115		1,417			1,454		Series 1609, Class LG, IF, 11.92%, 11/15/23		2,504			2,569
359			358		317			316		Series 1611, Class JA, VAR, 3.37%, 08/15/23		676			674
328			337		302			311		Series 1611, Class JB, IF, 14.49%, 08/15/23		630			648
					28			28		Series 1612, Class SD, IF, 10.81%, 11/15/08		28			28
282			282							Series 1624, Class KZ, 6.00%, 12/15/08		282			282
20			21		22			22		Series 1625, Class SD, IF, 8.50%, 12/15/08		42			43
					1,782			1,827		Series 1642, Class PJ, 6.00%, 11/15/23		1,782			1,827
					748			786		Series 1658, Class GZ, 7.00%, 01/15/24		748			786
					6			6		Series 1659, Class SB, IF, 8.50%, 01/15/09		6			6
16			16							Series 1671, Class L, 7.00%, 02/15/24		16			16
					21			23		Series 1671, Class QC, IF, 10.00%, 02/15/24		21			23
19			19		82			82		Series 1685, Class Z, 6.00%, 11/15/23		101			101
					24			24		Series 1686, Class SH, IF, 13.61%, 02/15/24		24			24
					560			595		Series 1695, Class EB, 7.00%, 03/15/24		560			595
47			47		59			60		Series 1698, Class SC, IF, 10.73%, 03/15/09		106			107
					119			118		Series 1699, Class FC, VAR, 3.10%, 03/15/24		119			118
140			114		500			406		Series 1700, Class GA, PO, 02/15/24		640			520
1,595			1,684		1,401			1,479		Series 1706, Class K, 7.00%, 03/15/24		2,996			3,163
					55			53		Series 1709, Class FA, VAR, 3.13%, 03/15/24		55			53
109			117		116			125		Series 1745, Class D, 7.50%, 08/15/24		225			242
388			384		1,453			1,439		Series 1798, Class F, 5.00%, 05/15/23		1,841			1,823
					14			14		Series 1807, Class A, 6.00%, 11/15/08		14			14
16			17		22			23		Series 1807, Class G, 9.00%, 10/15/20		38			40
					415			434		Series 1829, Class ZB, 6.50%, 03/15/26		415			434

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

					64		65	Series 1844, Class E, 6.50%, 10/15/13		64		65
					2,714		2,829	Series 1863, Class Z, 6.50%, 07/15/26		2,714		2,829
					58		33	Series 1865, Class D, PO, 02/15/24		58		33
					249		266	Series 1890, Class H, 7.50%, 09/15/26		249		266
					631		689	Series 1899, Class ZE, 8.00%, 09/15/26		631		689
	1,536		1,624					Series 1927, Class PH, 7.50%, 01/15/27		1,536		1,624
					41		40	Series 1935, Class FL, VAR, 3.20%, 02/15/27		41		40
					563		581	Series 1963, Class Z, 7.50%, 01/15/27		563		581
	4		4		8		8	Series 1967, Class PC, PO, 10/15/08		12		12
					86		91	Series 1970, Class PG, 7.25%, 07/15/27		86		91
	729		747		785		804	Series 1981, Class Z, 6.00%, 05/15/27		1,514		1,551
					811		858	Series 1983, Class Z, 6.50%, 12/15/23		811		858
	219		221		368		371	Series 1987, Class PE, 7.50%, 09/15/27		587		592
	3		3		4		4	Series 2017, Class SE, IF, 13.92%, 12/15/08		7		7
					825		859	Series 2019, Class Z, 6.50%, 12/15/27		825		859
	461		470		429		438	Series 2025, Class PE, 6.30%, 01/15/13		890		908
					3,456		3,507	Series 2033, Class J, 5.60%, 06/15/23		3,456		3,507
	114		57		301		151	Series 2033, Class SN, IF, IO, 18.73%, 3/15/24		415		208
	311		72		797		184	Series 2038, Class PN, IO, 7.00%, 03/15/28		1,108		256
	1,362		1,407		1,461		1,509	Series 2040, Class PE, 7.50%, 03/15/28		2,823		2,916
					1,086		1,156	Series 2054, Class PV, 7.50%, 05/15/28		1,086		1,156
					621		642	Series 2055, Class OE, 6.50%, 05/15/13		621		642
	504		528					Series 2056, Class TD, 6.50%, 05/15/18		504		528
	2,023		2,111					Series 2063, Class PG, 6.50%, 06/15/28		2,023		2,111
	268		282					Series 2064, Class TE, 7.00%, 06/15/28		268		282
	1,366		1,425		2,619		2,731	Series 2075, Class PH, 6.50%, 08/15/28		3,985		4,156
	1,196		1,233		2,660		2,743	Series 2075, Class PM, 6.25%, 08/15/28		3,856		3,976
					1,518		1,546	Series 2086, Class GB, 6.00%, 09/15/28		1,518		1,546
	347		79		948		217	Series 2089, Class PJ, IO, 7.00%, 10/15/28		1,295		296
					4,692		4,792	Series 2095, Class PE, 6.00%, 11/15/28		4,692		4,792
	257		265		1,581		1,632	Series 2102, Class TC, 6.00%, 12/15/13		1,838		1,897
					978		1,010	Series 2102, Class TU, 6.00%, 12/15/13		978		1,010
					12,493		12,724	Series 2110, Class PG, 6.00%, 01/15/29		12,493		12,724
					3,952		4,078	Series 2115, Class PE, 6.00%, 01/15/14		3,952		4,078
	1,089		1,109		1,530		1,557	Series 2125, Class JZ, 6.00%, 02/15/29		2,619		2,666
					2,710		2,877	Series 2126, Class CB, 6.25%, 02/15/29		2,710		2,877
					276		320	Series 2132, Class SB, IF, 19.88%, 03/15/29		276		320
					212		35	Series 2134, Class PI, IO, 6.50%, 03/15/19		212		35
					106		12	Series 2135, Class UK, IO, 6.50%, 03/15/14		106		12
					136		36	Series 2141, Class IO, IO, 7.00%, 04/15/29		136		36
					30		30	Series 2143, Class CD, 6.00%, 02/15/28		30		30
	133		28		287		61	Series 2163, Class PC, IO, 7.50%, 06/15/29		420		89
	1,994		2,116		2,240		2,377	Series 2169, Class TB, 7.00%, 06/15/29		4,234		4,493
	798		851		1,400		1,492	Series 2172, Class QC, 7.00%, 07/15/29		2,198		2,343
					1,753		1,833	Series 2176, Class OJ, 7.00%, 08/15/29		1,753		1,833
					198		205	Series 2189, Class SA, IF, 13.07%, 02/15/28		198		205
	8		9					Series 2196, Class TL, 7.50%, 11/15/29		8		9
	458		484		804		850	Series 2201, Class C, 8.00%, 11/15/29		1,262		1,334
					646		679	Series 2209, Class TC, 8.00%, 01/15/30		646		679
	857		904		963		1,015	Series 2210, Class Z, 8.00%, 01/15/30		1,820		1,919
	374		389		210		218	Series 2224, Class CB, 8.00%, 03/15/30		584		607
					739		807	Series 2230, Class Z, 8.00%, 04/15/30		739		807
					604		649	Series 2234, Class PZ, 7.50%, 05/15/30		604		649
					455		487	Series 2247, Class Z, 7.50%, 08/15/30		455		487
	525		555		651		688	Series 2256, Class MC, 7.25%, 09/15/30		1,176		1,243
	820		857		1,440		1,504	Series 2259, Class ZM, 7.00%, 10/15/30		2,260		2,361
					47		48	Series 2261, Class ZY, 7.50%, 10/15/30		47		48
					173		178	Series 2262, Class Z, 7.50%, 10/15/30		173		178
	624		638		1,415		1,446	Series 2271, Class PC, 7.25%, 12/15/30		2,039		2,084
	798		842		2,184		2,304	Series 2283, Class K, 6.50%, 12/15/23		2,982		3,146
	377		399		884		933	Series 2296, Class PD, 7.00%, 03/15/31		1,261		1,332
	192		156		263		214	Series 2306, Class K, PO, 05/15/24		455		370
	467		73		622		98	Series 2306, Class SE, IF, IO, 6.62%, 05/15/24		1,089		171
					922		962	Series 2313, Class LA, 6.50%, 05/15/31		922		962
					325		328	Series 2323, Class VO, 6.00%, 10/15/22		325		328
					1,758		1,887	Series 2325, Class PM, 7.00%, 06/15/31		1,758		1,887
	295		301					Series 2333, Class HC, 6.00%, 07/15/31		295		301
	562		583		4,536		4,705	Series 2344, Class QG, 6.00%, 08/15/16		5,098		5,288
	8,493		8,869		10,436		10,898	Series 2344, Class ZD, 6.50%, 08/15/31		18,929		19,767
	1,065		1,109		906		944	Series 2344, Class ZJ, 6.50%, 08/15/31		1,971		2,053
	802		835		933		971	Series 2345, Class NE, 6.50%, 08/15/31		1,735		1,806
	909		953		1,380		1,447	Series 2345, Class PQ, 6.50%, 08/15/16		2,289		2,400
	794		832					Series 2347, Class VP, 6.50%, 03/15/20		794		832
	1,256		1,328		1,234		1,305	Series 2351, Class PZ, 6.50%, 08/15/31		2,490		2,633
	4,822		5,023		1,563		1,628	Series 2353, Class TD, 6.00%, 09/15/16		6,385		6,651
	646		670		1,360		1,411	Series 2355, Class BP, 6.00%, 09/15/16		2,006		2,081
					614		636	Series 2359, Class PM, 6.00%, 09/15/16		614		636
					2,104		2,321	Series 2359, Class ZB, 8.50%, 06/15/31		2,104		2,321
	741		768		2,602		2,697	Series 2360, Class PG, 6.00%, 09/15/16		3,343		3,465
	51		51		278		279	Series 2362, Class PD, 6.50%, 06/15/20		329		330
					624		647	Series 2363, Class PF, 6.00%, 09/15/16		624		647
	652		660		1,144		1,159	Series 2366, Class MD, 6.00%, 10/15/16		1,796		1,819

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

					1,732		1,794	Series 2367, Class ME, 6.50%, 10/15/31		1,732		1,794
	1,178		1,204		4,466		4,565	Series 2391, Class QR, 5.50%, 12/15/16		5,644		5,769
	1,195		1,228		839		862	Series 2391, Class VQ, 6.00%, 10/15/12		2,034		2,090
	577		582		1,012		1,022	Series 2392, Class PV, 6.00%, 12/15/20		1,589		1,604
					1,440		1,494	Series 2394, Class MC, 6.00%, 12/15/16		1,440		1,494
					2,222		2,314	Series 2399, Class OH, 6.50%, 01/15/32		2,222		2,314
					3,429		3,569	Series 2399, Class TH, 6.50%, 01/15/32		3,429		3,569
	241		243					Series 2410, Class HC, 5.50%, 02/15/09		241		243
	769		800		3,175		3,304	Series 2410, Class NG, 6.50%, 02/15/32		3,944		4,104
	873		903		892		923	Series 2410, Class OE, 6.38%, 02/15/32		1,765		1,826
	2,414		2,483		2,457		2,528	Series 2410, Class QS, IF, 13.09%, 02/15/32		4,871		5,011
	335		38		759		85	Series 2410, Class QX, IF, IO, 6.18%, 02/15/32		1,094		123
	141		143		297		301	Series 2412, Class SE, IF, 11.29%, 02/15/09		438		444
	1,595		1,579		2,030		2,009	Series 2412, Class SP, IF, 11.17%, 02/15/32		3,625		3,588
					4,387		4,567	Series 2420, Class XK, 6.50%, 02/15/32		4,387		4,567
	397		417		1,743		1,828	Series 2423, Class MC, 7.00%, 03/15/32		2,140		2,245
	796		834		1,862		1,953	Series 2423, Class MT, 7.00%, 03/15/32		2,658		2,787
	1,886		1,966		1,814		1,890	Series 2423, Class TB, 6.50%, 03/15/32		3,700		3,856
					1,368		1,421	Series 2425, Class OB, 6.00%, 03/15/17		1,368		1,421
					3,360		3,496	Series 2430, Class WF, 6.50%, 03/15/32		3,360		3,496
	3,240		3,396		2,654		2,782	Series 2434, Class TC, 7.00%, 04/15/32		5,894		6,178
	957		988		840		868	Series 2435, Class CJ, 6.50%, 04/15/32		1,797		1,856
	1,595		1,629		2,800		2,860	Series 2435, Class VH, 6.00%, 07/15/19		4,395		4,489
					2,264		2,382	Series 2436, Class MC, 7.00%, 04/15/32		2,264		2,382
	1,196		1,247					Series 2441, Class GF, 6.50%, 04/15/32		1,196		1,247
	953		101		1,626		172	Series 2444, Class ES, IF, IO, 5.48%, 03/15/32		2,579		273
	1,066		1,109		1,012		1,052	Series 2450, Class GZ, 7.00%, 05/15/32		2,078		2,161
	381		40		1,301		137	Series 2450, Class SW, IF, IO, 5.53%, 03/15/32		1,682		177
					3,636		3,787	Series 2455, Class GK, 6.50%, 05/15/32		3,636		3,787
					1,143		1,168	Series 2458, Class QE, 5.50%, 06/15/17		1,143		1,168
	2,307		2,366		4,050		4,154	Series 2460, Class VZ, 6.00%, 11/15/29		6,357		6,520
					4,798		4,978	Series 2463, Class CE, 6.00%, 06/15/17		4,798		4,978
	3,466		3,607					Series 2466, Class DH, 6.50%, 06/15/32		3,466		3,607
	3,988		4,158		2,856		2,978	Series 2466, Class PG, 6.50%, 04/15/32		6,844		7,136
					1,400		1,445	Series 2466, Class PH, 6.50%, 06/15/32		1,400		1,445
	1,525		1,588		2,678		2,787	Series 2474, Class NR, 6.50%, 07/15/32		4,203		4,375
					643		657	Series 2480, Class PV, 6.00%, 07/15/11		643		657
	2,366		2,471		2,991		3,123	Series 2484, Class LZ, 6.50%, 07/15/32		5,357		5,594
					801		806	Series 2488, Class WS, IF, 11.29%, 08/15/17		801		806
	1,114		1,125		855		863	Series 2498, Class UD, 5.50%, 06/15/16		1,969		1,988
	2,393		2,369		3,360		3,326	Series 2500, Class MC, 6.00%, 09/15/32		5,753		5,695
	1,755		1,791					Series 2508, Class AQ, 5.50%, 10/15/17		1,755		1,791
	2,393		2,351		1,680		1,651	Series 2512, Class PG, 5.50%, 10/15/22		4,073		4,002
	502		435		2,235		1,934	Series 2513, Class YO, PO, 02/15/32		2,737		2,369
	2,133		2,008		4,992		4,700	Series 2515, Class DE, 4.00%, 03/15/32		7,125		6,708
					1,808		1,852	Series 2518, Class PX, 5.50%, 09/15/13		1,808		1,852
	185		200		498		539	Series 2519, Class BT, 8.50%, 09/15/31		683		739
					449		454	Series 2521, Class PU, 5.50%, 05/15/10		449		454
	1,308		1,337		2,449		2,503	Series 2527, Class VU, 5.50%, 10/15/13		3,757		3,840
	1,196		1,210		2,520		2,550	Series 2535, Class BK, 5.50%, 12/15/22		3,716		3,760
	1,675		1,696		3,360		3,403	Series 2537, Class TE, 5.50%, 12/15/17		5,035		5,099
					1,090		1,106	Series 2541, Class GX, 5.50%, 02/15/17		1,090		1,106
					2,000		1,989	Series 2543, Class LX, 5.00%, 12/15/17		2,000		1,989
	2,662		2,620		2,800		2,756	Series 2543, Class YX, 6.00%, 12/15/32		5,462		5,376
					3,640		3,614	Series 2544, Class HC, 6.00%, 12/15/32		3,640		3,614
					3,763		3,739	Series 2552, Class ME, 6.00%, 01/15/33		3,763		3,739
	920		925					Series 2557, Class WJ, 5.00%, 07/15/14		920		925
	1,350		1,387		1,895		1,948	Series 2565, Class MB, 6.00%, 05/15/30		3,245		3,335
					1,904		1,862	Series 2567, Class QD, 6.00%, 02/15/33		1,904		1,862
					614		771	Series 2571, Class SK, IF, 23.86%, 09/15/23		614		771
					2,580		2,556	Series 2574, Class HP, 5.00%, 02/15/18		2,580		2,556
	3,190		3,139		5,601		5,512	Series 2575, Class ME, 6.00%, 02/15/33		8,791		8,651
					1,416		1,349	Series 2586, Class HD, 5.50%, 03/15/23		1,416		1,349
	902		232		2,388		615	Series 2586, Class WI, IO, 6.50%, 03/15/33		3,290		847
	3,283		3,357		1,976		2,020	Series 2594, Class VA, 6.00%, 03/15/14		5,259		5,377
	1,294		1,316		3,937		4,005	Series 2594, Class VP, 6.00%, 02/15/14		5,231		5,321
	1,595		1,629		5,265		5,377	Series 2594, Class VQ, 6.00%, 08/15/20		6,860		7,006
					1,420		1,357	Series 2595, Class HC, 5.50%, 04/15/23		1,420		1,357
					2,051		2,049	Series 2596, Class QG, 6.00%, 03/15/33		2,051		2,049
	2,838		3,008					Series 2597, Class AD, 6.50%, 03/15/32		2,838		3,008
	2,220		219		6,770		668	Series 2597, Class DS, IF, IO, 5.08%, 02/15/33		8,990		887
	4,622		400		8,773		759	Series 2599, Class DS, IF, IO, 4.53%, 02/15/33		13,395		1,159
	5,133		484		11,238		1,060	Series 2610, Class DS, IF, IO, 4.63%, 03/15/33		16,371		1,544
	2,994		264		11,141		981	Series 2611, Class SH, IF, IO, 5.18%, 10/15/21		14,135		1,245
					1,680		1,608	Series 2611, Class UH, 4.50%, 05/15/18		1,680		1,608
	1,595		1,531		2,240		2,149	Series 2617, Class GR, 4.50%, 05/15/18		3,835		3,680
					422		396	Series 2619, Class HR, 3.50%, 11/15/31		422		396
	909		123		1,702		229	Series 2619, Class IM, IO, 5.00%, 10/15/21		2,611		352
					795		276	Series 2624, Class IU, IO, 5.00%, 06/15/33		795		276
					11,256		1,180	Series 2626, Class NS, IF, IO, 4.08%, 06/15/23		11,256		1,180
	1,000		979					Series 2628, Class WA, 4.00%, 07/15/28		1,000		979
					4,322		576	Series 2629, Class BY, IO, 4.50%, 03/15/18		4,322		576

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund			JPMorgan Core Bond Fund		JPMorgan Core Bond Fund				Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)			Principal ($)		Value ($)			Security Description	Principal ($)		Value ($)

	126		126			336		336		Series 2630, Class KN, 2.50%, 04/15/13		462		462
	2,198		2,114			6,360		6,118		Series 2631, Class LC, 4.50%, 06/15/18		8,558		8,232
						20,896		20,064		Series 2636, Class Z, 4.50%, 06/15/18		20,896		20,064
						3,124		234		Series 2637, Class SA, IF, IO, 3.63%, 06/15/18		3,124		234
						920		774		Series 2638, Class DS, IF, 6.13%, 07/15/23		920		774
						3,738		254		Series 2638, Class SA, IF, IO, 4.63%, 11/15/16		3,738		254
						1,232		342		Series 2640, Class UG, IO, 5.00%, 01/15/32		1,232		342
						979		77		Series 2640, Class UR, IO, 4.50%, 08/15/17		979		77
	798		681							Series 2640, Class VE, 3.25%, 07/15/22		798		681
						1,915		1,579		Series 2642, Class SL, IF, 5.56%, 07/15/33		1,915		1,579
	217		17			791		61		Series 2643, Class HI, IO, 4.50%, 12/15/16		1,008		78
						3,933		3,921		Series 2649, Class QE, 4.50%, 08/15/17		3,933		3,921
						1,591		1,295		Series 2650, Class PO, PO, 12/15/32		1,591		1,295
						7,240		5,899		Series 2650, Class SO, PO, 12/15/32		7,240		5,899
	2,004		1,921			19,224		18,429		Series 2651, Class VZ, 4.50%, 07/15/18		21,228		20,350
	907		922			2,213		2,251		Series 2656, Class SH, IF, 14.20%, 02/15/25		3,120		3,173
						4,000		3,991		Series 2658, Class PE, 4.50%, 11/15/16		4,000		3,991
						844		465		Series 2663, Class EO, PO, 08/15/33		844		465
						2,586		2,156		Series 2667, Class SW, IF, 4.55%, 01/15/18		2,586		2,156
						4,942		3,525		Series 2668, Class S, IF, 7.07%, 09/15/33		4,942		3,525
	1,114		1,059			3,911		3,720		Series 2668, Class SB, IF, 5.01%, 10/15/15		5,025		4,779
	798		790			2,800		2,771		Series 2672, Class ME, 5.00%, 11/15/22		3,598		3,561
						917		850		Series 2672, Class SJ, IF, 4.96%, 09/15/16		917		850
	1,994		1,870			9,351		8,769		Series 2675, Class CK, 4.00%, 09/15/18		11,345		10,639
						1,795		1,935		Series 2676, Class TS, IF, 10.85%, 01/15/32		1,795		1,935
	1,421		957			3,592		2,420		Series 2682, Class YS, IF, 5.30%, 10/15/33		5,013		3,377
						358		364		Series 2683, Class VA, 5.50%, 02/15/21		358		364
	2,000		1,374			16,000		10,991		Series 2684, Class PO, PO, 01/15/33		18,000		12,365
	957		479			4,480		2,242		Series 2684, Class TO, PO, 10/15/33		5,437		2,721
	612		618			1,717		1,735		Series 2686, Class GB, 5.00%, 05/15/20		2,329		2,353
						4,355		450		Series 2686, Class NS, IF, IO, 5.13%, 10/15/21		4,355		450
						2,082		2,112		Series 2686, Class SO, IF, 9.27%, 07/15/26		2,082		2,112
	589		389			2,685		1,777		Series 2691, Class WS, IF, 5.30%, 10/15/33		3,274		2,166
	1,000		984			1,000		984		Series 2695, Class DE, 4.00%, 01/15/17		2,000		1,968
						904		626		Series 2696, Class CO, PO, 10/15/18		904		626
						1,244		1,259		Series 2696, Class SM, IF, 9.27%, 12/15/26		1,244		1,259
	447		445			1,788		1,781		Series 2697, Class LE, 4.50%, 11/15/20		2,235		2,226
						1,791		1,771		Series 2702, Class PC, 5.00%, 01/15/23		1,791		1,771
	859		571			1,809		1,204		Series 2705, Class SC, IF, 5.30%, 11/15/33		2,668		1,775
	859		613			3,418		2,442		Series 2705, Class SD, IF, 5.83%, 11/15/33		4,277		3,055
	500		479			6,900		6,611		Series 2707, Class QE, 4.50%, 11/15/18		7,400		7,090
						2,240		2,187		Series 2715, Class OG, 5.00%, 01/15/23		2,240		2,187
						4,480		4,151		Series 2716, Class UN, 4.50%, 12/15/23		4,480		4,151
						2,240		2,214		Series 2720, Class PC, 5.00%, 12/15/23		2,240		2,214
						1,059		11		Series 2721, Class PI, IO, 5.00%, 05/15/16		1,059		11
	5,822		3,612			11,481		7,123		Series 2727, Class BS, IF, 5.38%, 01/15/34		17,303		10,735
	89		45			400		203		Series 2727, Class PO, PO, 01/15/34		489		248
	54		43			76		61		Series 2733, Class GF, VAR, 0.00%, 09/15/33		130		104
	344		230			1,254		841		Series 2739, Class S, IF, 7.07%, 01/15/34		1,598		1,071
						2,000		2,009		Series 2743, Class HC, 4.50%, 12/15/15		2,000		2,009
						2,150		2,127		Series 2743, Class HD, 4.50%, 08/15/17		2,150		2,127
						5,000		4,784		Series 2743, Class HE, 4.50%, 02/15/19		5,000		4,784
	589		412			2,008		1,404		Series 2744, Class FE, VAR, 0.00%, 02/15/34		2,597		1,816
	279		279			196		196		Series 2744, Class PC, 5.50%, 01/15/31		475		475
	1,991		2,028							Series 2744, Class PD, 5.50%, 08/15/33		1,991		2,028
						2,535		2,580		Series 2744, Class PE, 5.50%, 02/15/34		2,535		2,580
	1,595		1,616			4,827		4,891		Series 2744, Class TU, 5.50%, 05/15/32		6,422		6,507
	19		—	(h)		66		—	(h)	Series 2749, Class PK, IO, 5.00%, 09/15/22		85		—	(h)
						1,254		882		Series 2750, Class PO, PO, 06/15/30		1,254		882
	1,000		1,012			3,400		3,442		Series 2752, Class PD, 5.00%, 03/15/26		4,400		4,454
	676		454			1,173		788		Series 2753, Class S, IF, 7.07%, 02/15/34		1,849		1,242
						3,833		3,367		Series 2755, Class PA, PO, 02/15/29		3,833		3,367
	377		369			3,532		3,460		Series 2755, Class SA, IF, 9.27%, 05/15/30		3,909		3,829
						3,857		2,593		Series 2758, Class AO, PO, 03/15/19		3,857		2,593
						2,001		1,080		Series 2762, Class LO, PO, 03/15/34		2,001		1,080
						2,000		2,025		Series 2764, Class UC, 5.00%, 05/15/27		2,000		2,025
						1,675		1,185		Series 2766, Class SX, IF, 9.11%, 03/15/34		1,675		1,185
	233		118			1,048		529		Series 2769, Class PO, PO, 03/15/34		1,281		647
						675		462		Series 2771, Class FG, VAR, 0.00%, 03/15/34		675		462
	1,490		994			5,422		3,619		Series 2776, Class SK, IF, 5.38%, 04/15/34		6,912		4,613
						1,051		879		Series 2778, Class BS, IF, 9.58%, 04/15/34		1,051		879
						9,451		785		Series 2778, Class US, IF, IO, 4.73%, 06/15/33		9,451		785
						1,201		1,143		Series 2780, Class JG, 4.50%, 04/15/19		1,201		1,143
						2,000		1,961		Series 2809, Class UB, 4.00%, 09/15/17		2,000		1,961
						2,000		1,857		Series 2809, Class UC, 4.00%, 06/15/19		2,000		1,857
	1,339		1,331			1,339		1,331		Series 2812, Class AB, 4.50%, 10/15/18		2,678		2,662
						2,152		2,259		Series 2812, Class EL, 7.50%, 02/15/27		2,152		2,259
						379		395		Series 2827, Class SQ, IF, 7.50%, 01/15/19		379		395
						1,087		876		Series 2835, Class QO, PO, 12/15/32		1,087		876
						379		309		Series 2836, Class SG, IF, 8.14%, 05/15/34		379		309
						1,102		1,064		Series 2838, Class FQ, VAR, 2.92%, 08/15/34		1,102		1,064
						1,217		895		Series 2840, Class JO, PO, 06/15/23		1,217		895

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund			JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund			JPMorgan Core Bond Fund			Combined Pro Forma			Combined Pro Forma

Principal ($)			Value ($)		Principal ($)			Value ($)		Security Description	Principal ($)			Value ($)

						81			43	Series 2841, Class GO, PO, 08/15/34		81			43
						2,459			2,498	Series 2841, Class YA, 5.50%, 07/15/27		2,459			2,498
	491			239		1,379			672	Series 2846, Class PO, PO, 08/15/34		1,870			911
						899			574	Series 2849, Class PO, PO, 08/15/34		899			574
						1,623			1,554	Series 2863, Class JA, 4.50%, 09/15/19		1,623			1,554
						2,000			1,872	Series 2864, Class GB, 4.00%, 09/15/19		2,000			1,872
						6,500			6,529	Series 2872, Class JD, 4.50%, 01/15/16		6,500			6,529
						152			125	Series 2888, Class SL, IF, 7.47%, 11/15/34		152			125
						1,622			877	Series 2890, Class DO, PO, 11/15/34		1,622			877
	1,118			914		25,145			20,560	Series 2934, Class EC, PO, 02/15/20		26,263			21,474
						2,563			2,113	Series 2934, Class EN, PO, 02/15/18		2,563			2,113
						3,589			3,500	Series 2945, Class SA, IF, 7.85%, 03/15/20		3,589			3,500
						2,319			2,219	Series 2965, Class GD, 4.50%, 04/15/20		2,319			2,219
						1,000			507	Series 2975, Class KO, PO, 05/15/35		1,000			507
						3,590			3,335	Series 2988, Class GS, IF, 10.46%, 06/15/35		3,590			3,335
						1,673			1,230	Series 2989, Class PO, PO, 06/15/23		1,673			1,230
	1,000			969		4,000			3,874	Series 2992, Class LB, 5.00%, 06/15/20		5,000			4,843
						2,956			2,847	Series 2996, Class SL, IF, 9.98%, 06/15/35		2,956			2,847
	2,000			1,938		4,000			3,876	Series 2999, Class NC, 4.50%, 12/15/18		6,000			5,814
	1,000			941		3,500			3,294	Series 2999, Class ND, 4.50%, 07/15/20		4,500			4,235
						1,296			232	Series 3007, Class AI, IO, 5.50%, 07/15/24		1,296			232
						667			420	Series 3014, Class OD, PO, 08/15/35		667			420
						766			417	Series 3044, Class VO, PO, 10/15/35		766			417
	1,000			1,023		4,000			4,090	Series 3047, Class OB, 5.50%, 12/15/33		5,000			5,113
						2,500			2,549	Series 3064, Class OB, 5.50%, 07/15/29		2,500			2,549
	608			501		1,216			1,002	Series 3068, Class AO, PO, 01/15/35		1,824			1,503
						3,593			3,629	Series 3081, Class CT, 5.50%, 04/15/24		3,593			3,629
						5,128			4,659	Series 3100, Class MA, VAR, 7.49%, 12/15/35 (i)		5,128			4,659
						876			892	Series 3101, Class EA, 6.00%, 06/15/20		876			892
	774			597		2,323			1,792	Series 3117, Class EO, PO, 02/15/36		3,097			2,389
						3,073			2,208	Series 3117, Class OK, PO, 02/15/36		3,073			2,208
						106			103	Series 3122, Class ZB, 6.00%, 03/15/36		106			103
	257			188		4,658			3,407	Series 3134, Class PO, PO, 03/15/36		4,915			3,595
	845			619		5,574			4,086	Series 3138, Class PO, PO, 04/15/36		6,419			4,705
	853			653		2,985			2,285	Series 3150, Class PO, PO, 05/15/36		3,838			2,938
	359			253		1,198			842	Series 3158, Class LX, VAR, 0.00%, 05/15/36		1,557			1,095
	1,000			1,029		2,000			2,058	Series 3162, Class OB, 6.00%, 11/15/30		3,000			3,087
						491			340	Series 3164, Class CF, VAR, 0.00%, 04/15/33		491			340
						2,514			2,550	Series 3174, Class CA, 5.50%, 02/15/26		2,514			2,550
						1,687			1,678	Series 3174, Class PX, 5.00%, 06/15/17		1,687			1,678
	555			445		5,086			4,080	Series 3179, Class OA, PO, 07/15/36		5,641			4,525
	365			389		1,148			1,227	Series 3189, Class SN, IF, 10.57%, 11/15/35		1,513			1,616
						3,229			3,119	Series 3193, Class FD, VAR, 3.32%, 07/15/36		3,229			3,119
						2,030			2,133	Series 3195, Class PD, 6.50%, 07/15/36		2,030			2,133
						2,407			1,734	Series 3218, Class AO, PO, 09/15/36		2,407			1,734
						2,097			1,648	Series 3233, Class OP, PO, 05/15/36		2,097			1,648
						1,619			1,634	Series 3253, Class A, 5.00%, 08/15/20		1,619			1,634
						2,317			1,689	Series 3256, Class PO, PO, 12/15/36		2,317			1,689
						6,465			459	Series 3260, Class CS, IF, IO, 3.67%, 01/15/37		6,465			459
						2,115			1,555	Series 3261, Class OA, PO, 01/15/37		2,115			1,555
						3,031			2,145	Series 3274, Class JO, PO, 02/15/37		3,031			2,145
						5,000			4,955	Series 3299, Class KB, 5.00%, 08/15/29		5,000			4,955
						829			561	Series 3318, Class AO, PO, 05/15/37		829			561
	881			633		12,688			9,109	Series 3318, Class EO, PO, 05/15/37		13,569			9,742
						865			652	Series 3325, Class OB, PO, 06/15/37		865			652
						3,768			2,814	Series 3331, Class PO, PO, 06/15/37		3,768			2,814
						4,000			3,879	Series 3334, Class MC, 5.00%, 04/15/33		4,000			3,879
						8,504			571	Series 3344, Class SL, VAR, IO, 4.13%, 7/15/37		8,504			571
						4,477			4,589	Series 3356, Class PA, 6.00%, 11/15/26		4,477			4,589
						2,000			1,835	Series 3361, Class EF, VAR, 3.07%, 08/15/35		2,000			1,835
						47,139			1,439	Series 3430, Class AI, IO, 1.42%, 09/15/12		47,139			1,439
										Federal Home Loan Mortgage Corp. STRIPS,
						11			3	Series 134, Class B, IO, 9.00%, 04/01/22		11			3
	452			72		11,664			1,868	Series 243, Class 16, IO, 4.50%, 11/15/20		12,116			1,940
										Federal Home Loan Mortgage Corp. Structured Pass-Through Securities,
	286			291		1,388			1,414	Series T-41, Class 3A, VAR, 7.50%, 07/25/32		1,674			1,705
	249			264		875			925	Series T-51, Class 2A, VAR, 7.50%, 08/25/42		1,124			1,189
	2,465			2,527		4,327			4,436	Series T-54, Class 2A, 6.50%, 02/25/43		6,792			6,963
	855			910		1,502			1,598	Series T-54, Class 3A, 7.00%, 02/25/43		2,357			2,508
	233			192		654			540	Series T-58, Class APO, PO, 09/25/43		887			732
										Federal National Mortgage Association REMICS,
	21			22		15			16	Series 1988-7, Class Z, 9.25%, 04/25/18		36			38
	89			97		63			68	Series 1989-70, Class G, 8.00%, 10/25/19		152			165
	39			43		23			26	Series 1989-78, Class H, 9.40%, 11/25/19		62			69
	33			36		46			50	Series 1989-83, Class H, 8.50%, 11/25/19		79			86
	32			35		45			49	Series 1989-89, Class H, 9.00%, 11/25/19		77			84
	10			11		30			33	Series 1990-1, Class D, 8.80%, 01/25/20		40			44
	16			18						Series 1990-7, Class B, 8.50%, 01/25/20		16			18
	16			16		7			7	Series 1990-60, Class K, 5.50%, 06/25/20		23			23
	16			17		13			14	Series 1990-63, Class H, 9.50%, 06/25/20		29			31
	16			17		14			14	Series 1990-93, Class G, 5.50%, 08/25/20		30			31
	—	(h)		2		—	(h)		3	Series 1990-94, Class H, HB, 505.00%, 08/25/20		—	(h)		5

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund			JPMorgan Intermediate Bond Fund			JPMorgan Core Bond Fund			JPMorgan Core Bond Fund				Combined Pro Forma			Combined Pro Forma

Principal ($)			Value ($)			Principal ($)			Value ($)			Security Description	Principal ($)			Value ($)

	—	(h)		4			—	(h)		6		Series 1990-95, Class J, HB, 1,118.04%, 08/25/20		—	(h)		10
	79			82			52			54		Series 1990-102, Class J, 6.50%, 08/25/20		131			136
	34			38			97			107		Series 1990-120, Class H, 9.00%, 10/25/20		131			145
	7			7			8			9		Series 1990-134, Class SC, IF, 17.85%, 11/25/20		15			16
	—	(h)		7			—	(h)		7		Series 1990-140, Class K, HB, IO, 652.15%, 12/25/20		—	(h)		14
	—	(h)		1			—	(h)		2		Series 1991-7, Class K, HB, 907.68%, 02/25/21		—	(h)		3
							41			40		Series 1991-24, Class Z, 5.00%, 03/25/21		41			40
	50			54								Series 1991-42, Class S, IF, 13.30%, 05/25/21		50			54
	6			6								Series 1992-33, Class F, VAR, 3.46%, 03/25/22		6			6
							30			30		Series 1992-38, Class Z, 7.50%, 02/25/22		30			30
							7			8		Series 1992-101, Class J, 7.50%, 06/25/22		7			8
							236			242		Series 1992-136, Class PK, 6.00%, 08/25/22		236			242
	45			45			157			159		Series 1992-143, Class MA, 5.50%, 09/25/22		202			204
							419			449		Series 1992-163, Class M, 7.75%, 09/25/22		419			449
							675			728		Series 1992-188, Class PZ, 7.50%, 10/25/22		675			728
							317			341		Series 1993-21, Class KA, 7.70%, 03/25/23		317			341
	328			351			460			493		Series 1993-25, Class J, 7.50%, 03/25/23		788			844
							122			137		Series 1993-27, Class SA, IF, 15.50%, 02/25/23		122			137
	2,108			2,225								Series 1993-37, Class PX, 7.00%, 03/25/23		2,108			2,225
	695			732								Series 1993-54, Class Z, 7.00%, 04/25/23		695			732
	146			165			188			214		Series 1993-62, Class SA, IF, 13.93%, 04/25/23		334			379
	187			196								Series 1993-122, Class M, 6.50%, 07/25/23		187			196
							2			2		Series 1993-164, Class SC, IF, 12.40%, 9/25/08		2			2
	73			78			99			106		Series 1993-165, Class SD, IF, 8.85%, 09/25/23		172			184
							214			223		Series 1993-165, Class SK, IF, 12.50%, 09/25/23		214			223
							400			413		Series 1993-167, Class GA, 7.00%, 09/25/23		400			413
	1			1								Series 1993-170, Class SE, IF, 14.99%, 09/25/08		1			1
	1			1			1			1		Series 1993-175, Class SA, IF, 13.19%, 09/25/08		2			2
	309			322								Series 1993-178, Class PK, 6.50%, 09/25/23		309			322
							146			171		Series 1993-179, Class SB, IF, 17.37%, 10/25/23		146			171
							97			98		Series 1993-179, Class SC, IF, 10.50%, 10/25/23		97			98
	3,988			4,183								Series 1993-183, Class KA, 6.50%, 10/25/23		3,988		��	4,183
							—	(h)		—	(h)	Series 1993-186, Class SA, IF, 9.25%, 09/25/08		—	(h)		—	(h)
	2,449			2,558								Series 1993-189, Class PL, 6.50%, 10/25/23		2,449			2,558
	7			7			5			5		Series 1993-190, Class S, IF, 10.57%, 10/25/08		12			12
	2			2			2			2		Series 1993-196, Class FA, VAR, 3.73%, 10/25/08		4			4
							1			1		Series 1993-196, Class SB, IF, 9.25%, 10/25/08		1			1
							5			5		Series 1993-197, Class SB, IF, 10.39%, 10/25/08		5			5
							559			556		Series 1993-199, Class FA, VAR, 3.05%, 10/25/23		559			556
							273			206		Series 1993-205, Class H, PO, 09/25/23		273			206
							508			542		Series 1993-220, Class SG, IF, 11.00%, 11/25/13		508			542
							23			23		Series 1993-221, Class FH, VAR, 3.60%, 12/25/08		23			23
							11			11		Series 1993-221, Class SE, IF, 9.50%, 12/25/08		11			11
	320			346								Series 1993-225, Class SG, IF, 16.94%, 12/25/2013		320			346
							362			378		Series 1993-225, Class UB, 6.50%, 12/25/23		362			378
							93			93		Series 1993-230, Class FA, VAR, 3.10%, 12/25/23		93			93
							421			420		Series 1993-247, Class FE, VAR, 3.50%, 12/25/23		421			420
	514			634								Series 1993-247, Class SA, IF, 18.48%, 12/25/2023		514			634
							195			224		Series 1993-247, Class SU, IF, 10.12%, 12/25/23		195			224
	1,094			1,148			768			806		Series 1993-250, Class Z, 7.00%, 12/25/23		1,862			1,954
	1,901			1,645			2,546			2,204		Series 1993-257, Class C, PO, 06/25/23		4,447			3,849
	29			23								Series 1994-9, Class E, PO, 11/25/23		29			23
	18			18			8			8		Series 1994-12, Class FC, VAR, 3.88%, 01/25/09		26			26
	16			—	(h)							Series 1994-17, Class JB, IO, 6.50%, 02/25/09		16			—	(h)
	3			3								Series 1994-20, Class Z, 6.50%, 02/25/09		3			3
							1			1		Series 1994-33, Class F, VAR, 2.90%, 03/25/09		1			1
							18			18		Series 1994-33, Class FA, VAR, 3.83%, 03/25/09		18			18
	64			64			97			97		Series 1994-34, Class DZ, 6.00%, 03/25/09		161			161
							1,702			1,797		Series 1994-37, Class L, 6.50%, 03/25/24		1,702			1,797
							8,110			8,467		Series 1994-40, Class Z, 6.50%, 03/25/24		8,110			8,467
	81			81			57			57		Series 1994-55, Class G, 6.75%, 12/25/23		138			138
							5,000			5,275		Series 1994-63, Class PK, 7.00%, 04/25/24		5,000			5,275
							213			227		Series 1995-2, Class Z, 8.50%, 01/25/25		213			227
							373			394		Series 1995-19, Class Z, 6.50%, 11/25/23		373			394
	1,353			209			1,734			268		Series 1996-14, Class SE, IF, IO, 6.64%, 08/25/23		3,087			477
	—	(h)		—	(h)		—	(h)		—	(h)	Series 1996-20, Class L, PO, 09/25/08		—	(h)		—	(h)
	17			17			21			20		Series 1996-24, Class E, PO, 03/25/09		38			37
	65			64			59			59		Series 1996-27, Class FC, VAR, 3.00%, 03/25/17		124			123
	1			1			3			3		Series 1996-39, Class J, PO, 09/25/08		4			4
	757			784								Series 1996-59, Class K, 6.50%, 07/25/23		757			784
	125			130			146			153		Series 1996-59, Class J, 6.50%, 08/25/22		271			283
	612			17								Series 1997-20, Class IB, IO, VAR, 1.84%, 03/25/27		612			17
	623			22			1,543			54		Series 1997-20, Class IO, IO, VAR, 1.84%, 03/25/27		2,166			76
	289			300			101			105		Series 1997-27, Class J, 7.50%, 04/18/27		390			405
	262			279			169			179		Series 1997-29, Class J, 7.50%, 04/20/27		431			458
							1,689			1,771		Series 1997-32, Class PG, 6.50%, 04/25/27		1,689			1,771
	572			602			1,113			1,171		Series 1997-39, Class PD, 7.50%, 05/20/27		1,685			1,773
							642			667		Series 1997-42, Class EN, 7.25%, 07/18/27		642			667
							177			185		Series 1997-42, Class ZC, 6.50%, 07/18/27		177			185
							16			—	(h)	Series 1997-51, Class PM, IO, 7.00%, 05/18/12		16			—	(h)
							2,489			2,625		Series 1997-61, Class ZC, 7.00%, 02/25/23		2,489			2,625
	258			63			467			113		Series 1997-81, Class PI, IO, 7.00%, 12/18/27		725			176

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

	43		35		87		70	Series 1998-4, Class C, PO, 04/25/23		130		105
	10		10		15		15	Series 1998-27, Class B, PO, 12/25/08		25		25
	558		570		1,958		2,000	Series 1998-36, Class ZB, 6.00%, 07/18/28		2,516		2,570
					585		168	Series 1998-43, Class SA, IF, IO, 13.62%, 04/25/23		585		168
					965		102	Series 1998-66, Class SB, IF, IO, 5.68%, 12/25/28		965		102
					479		496	Series 1999-17, Class C, 6.35%, 04/25/29		479		496
					2,084		2,022	Series 1999-18, Class Z, 5.50%, 04/18/29		2,084		2,022
					1,105		104	Series 1999-38, Class SK, IF, IO, 5.58%, 8/25/23		1,105		104
					271		304	Series 1999-52, Class NS, IF, 16.46%, 10/25/23		271		304
					664		708	Series 1999-62, Class PB, 7.50%, 12/18/29		664		708
	1,483		1,592		2,082		2,236	Series 2000-2, Class ZE, 7.50%, 02/25/30		3,565		3,828
					889		87	Series 2000-20, Class SA, IF, IO, 6.63%, 7/25/30		889		87
					157		43	Series 2000-52, Class IO, IO, 8.50%, 01/25/31		157		43
	708		752		957		1,017	Series 2001-4, Class PC, 7.00%, 03/25/21		1,665		1,769
	988		1,017		793		816	Series 2001-5, Class OW, 6.00%, 03/25/16		1,781		1,833
					681		713	Series 2001-7, Class PF, 7.00%, 03/25/31		681		713
					2,816		2,934	Series 2001-7, Class PR, 6.00%, 03/25/16		2,816		2,934
					3,303		3,431	Series 2001-10, Class PR, 6.00%, 04/25/16		3,303		3,431
					1,659		1,746	Series 2001-30, Class PM, 7.00%, 07/25/31		1,659		1,746
					1,196		1,229	Series 2001-31, Class VD, 6.00%, 05/25/31		1,196		1,229
	2,099		473		3,085		696	Series 2001-33, Class ID, IO, 6.00%, 07/25/31		5,184		1,169
	1,462		1,541		1,668		1,758	Series 2001-36, Class DE, 7.00%, 08/25/31		3,130		3,299
					3,587		3,759	Series 2001-44, Class MY, 7.00%, 09/25/31		3,587		3,759
	368		385		646		676	Series 2001-44, Class PD, 7.00%, 09/25/31		1,014		1,061
					763		799	Series 2001-44, Class PU, 7.00%, 09/25/31		763		799
	2,009		2,101		5,334		5,578	Series 2001-48, Class Z, 6.50%, 09/25/21		7,343		7,679
					238		239	Series 2001-49, Class DQ, 6.00%, 11/25/15		238		239
	419		436		687		715	Series 2001-49, Class Z, 6.50%, 09/25/31		1,106		1,151
					531		552	Series 2001-52, Class KB, 6.50%, 10/25/31		531		552
	499		509		280		286	Series 2001-52, Class XM, 6.50%, 11/25/10		779		795
					1,914		2,003	Series 2001-52, Class XN, 6.50%, 11/25/15		1,914		2,003
	549		550		551		552	Series 2001-61, Class VB, 7.00%, 12/25/16		1,100		1,102
					5,053		5,264	Series 2001-61, Class Z, 7.00%, 11/25/31		5,053		5,264
	363		365					Series 2001-71, Class GU, 6.00%, 05/25/14		363		365
	1,358		1,407		953		988	Series 2001-71, Class MB, 6.00%, 12/25/16		2,311		2,395
	1,693		1,753		2,133		2,210	Series 2001-71, Class QE, 6.00%, 12/25/16		3,826		3,963
					507		509	Series 2001-72, Class SX, IF, 11.71%, 12/25/31		507		509
	9,520		9,914		2,844		2,962	Series 2001-74, Class MB, 6.00%, 12/25/16		12,364		12,876
	912		936		2,167		2,223	Series 2001-80, Class PE, 6.00%, 07/25/29		3,079		3,159
	367		271					Series 2001-81, Class LO, PO, 01/25/32		367		271
	893		933		627		655	Series 2002-1, Class HC, 6.50%, 02/25/22		1,520		1,588
	338		385		627		714	Series 2002-1, Class SA, IF, 17.15%, 02/25/32		965		1,099
					421		459	Series 2002-1, Class UD, IF, 15.75%, 12/25/23		421		459
	767		789		2,477		2,549	Series 2002-2, Class UC, 6.00%, 02/25/17		3,244		3,338
	1,683		1,743		7,285		7,546	Series 2002-3, Class OG, 6.00%, 02/25/17		8,968		9,289
					1,561		1,617	Series 2002-7, Class OG, 6.00%, 03/25/17		1,561		1,617
					5,107		5,290	Series 2002-7, Class TG, 6.00%, 03/25/17		5,107		5,290
	266		270		467		474	Series 2002-8, Class SR, IF, 11.28%, 03/25/09		733		744
					1,288		1,311	Series 2002-11, Class QG, 5.50%, 03/25/17		1,288		1,311
					5,187		314	Series 2002-13, Class SJ, IF, IO, 1.60%, 03/25/32		5,187		314
					94		100	Series 2002-13, Class ST, IF, 10.00%, 03/25/32		94		100
					8,150		8,445	Series 2002-16, Class PG, 6.00%, 04/25/17		8,150		8,445
	4,865		4,974		9,941		10,163	Series 2002-18, Class PC, 5.50%, 04/25/17		14,806		15,137
					1,579		1,635	Series 2002-19, Class PE, 6.00%, 04/25/17		1,579		1,635
					285		207	Series 2002-21, Class LO, PO, 04/25/32		285		207
	1,171		1,217		2,301		2,392	Series 2002-21, Class PE, 6.50%, 04/25/32		3,472		3,609
	1,595		1,650		1,680		1,738	Series 2002-24, Class AJ, 6.00%, 04/25/17		3,275		3,388
	1,099		1,143		5,405		5,619	Series 2002-28, Class PK, 6.50%, 05/25/32		6,504		6,762
					2,994		3,170	Series 2002-31, Class S, IF, 13.39%, 05/25/17		2,994		3,170
	1,520		1,587		1,601		1,672	Series 2002-37, Class Z, 6.50%, 06/25/32		3,121		3,259
					17,787		18,424	Series 2002-38, Class QE, 6.00%, 06/25/17		17,787		18,424
					1,120		1,162	Series 2002-42, Class C, 6.00%, 07/25/17		1,120		1,162
					5,601		5,942	Series 2002-48, Class GH, 6.50%, 11/25/32		5,601		5,942
					1,008		1,023	Series 2002-55, Class QE, 5.50%, 09/25/17		1,008		1,023
	2,709		2,763		14,267		14,550	Series 2002-56, Class UC, 5.50%, 09/25/17		16,976		17,313
					6,340		6,469	Series 2002-57, Class AE, 5.50%, 09/25/17		6,340		6,469
	781		784					Series 2002-59, Class AC, 6.00%, 03/25/28		781		784
	1,237		1,244		707		711	Series 2002-61, Class PE, 5.50%, 05/25/16		1,944		1,955
					1,629		1,639	Series 2002-63, Class KC, 5.00%, 10/25/17		1,629		1,639
	1,000		995		8,500		8,457	Series 2002-71, Class KM, 5.00%, 11/25/17		9,500		9,452
					454		461	Series 2002-73, Class S, IF, 10.07%, 11/25/09		454		461
					3,783		3,811	Series 2002-73, Class TE, 5.50%, 03/25/29		3,783		3,811
	3,190		3,219		4,480		4,520	Series 2002-74, Class LD, 5.00%, 01/25/16		7,670		7,739
	3,988		4,018		6,161		6,207	Series 2002-74, Class PD, 5.00%, 11/25/15		10,149		10,225
	3,840		3,890		4,162		4,215	Series 2002-74, Class VB, 6.00%, 11/25/31		8,002		8,105
					2,247		2,159	Series 2002-77, Class S, IF, 9.95%, 12/25/32		2,247		2,159
					3,396		3,573	Series 2002-83, Class CS, 6.88%, 08/25/23		3,396		3,573
	1,743		1,760					Series 2002-84, Class VB, 5.50%, 04/25/15		1,743		1,760
	244		34		513		72	Series 2002-91, Class UH, IO, 5.50%, 06/25/22		757		106
					529		524	Series 2002-93, Class PD, 3.50%, 02/25/29		529		524
	1,595		1,614		4,621		4,676	Series 2002-94, Class BK, 5.50%, 01/25/18		6,216		6,290
	1,000		40		1,053		42	Series 2003-8, Class SB, IF, IO, 5.18%, 03/25/16		2,053		82

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

					2,556		2,654	Series 2003-9, Class NZ, 6.50%, 02/25/33		2,556		2,654
	798		632		3,752		2,970	Series 2003-22, Class UD, 4.00%, 04/25/33		4,550		3,602
					952		937	Series 2003-27, Class DW, 4.50%, 04/25/17		952		937
					1,400		1,380	Series 2003-32, Class KC, 5.00%, 05/25/18		1,400		1,380
					2,614		2,629	Series 2003-34, Class AX, 6.00%, 05/25/33		2,614		2,629
					2,256		2,187	Series 2003-34, Class ED, 6.00%, 05/25/33		2,256		2,187
	640		624					Series 2003-34, Class GB, 6.00%, 03/25/33		640		624
	1,199		1,164					Series 2003-34, Class GE, 6.00%, 05/25/33		1,199		1,164
	286		77		1,053		282	Series 2003-39, Class IO, IO, VAR, 6.00%, 05/25/33		1,339		359
					1,960		1,872	Series 2003-39, Class LW, 5.50%, 05/25/23		1,960		1,872
					2,800		2,830	Series 2003-41, Class PE, 5.50%, 05/25/23		2,800		2,830
					1,092		976	Series 2003-42, Class GB, 4.00%, 05/25/33		1,092		976
	1,595		1,527		1,120		1,072	Series 2003-47, Class PE, 5.75%, 06/25/33		2,715		2,599
	673		736		1,610		1,761	Series 2003-52, Class SX, IF, 15.53%, 10/25/31		2,283		2,497
					1,057		1,053	Series 2003-60, Class NJ, 5.00%, 07/25/21		1,057		1,053
	664		514		1,165		902	Series 2003-64, Class SX, IF, 7.59%, 07/25/33		1,829		1,416
					1,568		67	Series 2003-65, Class CI, IO, 4.50%, 03/25/15		1,568		67
					640		691	Series 2003-67, Class VQ, 7.00%, 01/25/19		640		691
					549		518	Series 2003-68, Class QP, 3.00%, 07/25/22		549		518
	1,539		913		2,594		1,538	Series 2003-71, Class DS, IF, 4.18%, 08/25/33		4,133		2,451
					697		482	Series 2003-74, Class SH, IF, 5.72%, 08/25/33		697		482
	4,645		563		13,800		1,672	Series 2003-80, Class SY, IF, IO, 5.18%, 06/25/23		18,445		2,235
					1,580		1,520	Series 2003-81, Class LC, 4.50%, 09/25/18		1,580		1,520
					2,000		1,986	Series 2003-82, Class VB, 5.50%, 08/25/33		2,000		1,986
	1,595		1,576		7,281		7,194	Series 2003-83, Class PG, 5.00%, 06/25/23		8,876		8,770
	425		399		1,788		1,681	Series 2003-91, Class SD, IF, 8.38%, 09/25/33		2,213		2,080
					1,323		1,259	Series 2003-92, Class GA, 4.50%, 09/25/18		1,323		1,259
					499		427	Series 2003-92, Class SH, IF, 6.34%, 09/25/18		499		427
	1,196		856		3,360		2,404	Series 2003-106, Class US, IF, 5.37%, 11/25/23		4,556		3,260
					449		376	Series 2003-106, Class WS, IF, 6.40%, 02/25/23		449		376
					1,000		1,000	Series 2003-113, Class PC, 4.00%, 03/25/15		1,000		1,000
	2,989		299		8,395		840	Series 2003-116, Class SB, IF, IO, 5.13%, 11/25/33		11,384		1,139
	2,161		1,970		6,000		5,469	Series 2003-117, Class JB, 3.50%, 06/25/33		8,161		7,439
					2,240		2,206	Series 2003-122, Class TE, 5.00%, 12/25/22		2,240		2,206
					1,966		1,914	Series 2003-124, Class SV, IF, 8.04%, 03/25/31		1,966		1,914
	798		799		1,680		1,682	Series 2003-128, Class KE, 4.50%, 01/25/14		2,478		2,481
					3,300		3,085	Series 2003-128, Class NG, 4.00%, 01/25/19		3,300		3,085
	953		933		1,525		1,493	Series 2003-130, Class SX, IF, 7.81%, 01/25/34		2,478		2,426
					1,400		1,014	Series 2003-132, Class OA, PO, 08/25/33		1,400		1,014
					2,634		2,641	Series 2004-1, Class DL, 4.50%, 02/25/18		2,634		2,641
					6,617		732	Series 2004-4, Class QI, IF, IO, 4.63%, 06/25/33		6,617		732
					4,922		4,724	Series 2004-4, Class QM, IF, 9.26%, 06/25/33		4,922		4,724
	1,249		1,415		3,508		3,974	Series 2004-10, Class SC, IF, 18.71%, 02/25/34		4,757		5,389
	1,193		777		2,955		1,923	Series 2004-14, Class SD, IF, 5.37%, 03/25/34		4,148		2,700
	1,000		923					Series 2004-21, Class AE, 4.00%, 04/25/19		1,000		923
	250		125		2,460		1,225	Series 2004-21, Class CO, PO, 04/25/34		2,710		1,350
					1,001		931	Series 2004-22, Class A, 4.00%, 04/25/19		1,001		931
	1,595		1,609		1,680		1,694	Series 2004-25, Class PC, 5.50%, 01/25/34		3,275		3,303
	903		938		6,976		7,245	Series 2004-25, Class SA, IF, 12.73%, 04/25/34		7,879		8,183
					8,100		7,386	Series 2004-27, Class HB, 4.00%, 05/25/19		8,100		7,386
	1,037		1,039		1,120		1,122	Series 2004-36, Class PC, 5.50%, 02/25/34		2,157		2,161
	1,443		1,488		5,547		5,719	Series 2004-36, Class SA, IF, 12.73%, 05/25/34		6,990		7,207
					2,471		2,362	Series 2004-36, Class SN, IF, 9.26%, 07/25/33		2,471		2,362
					11,580		657	Series 2004-46, Class HS, IF, IO, 3.53%, 05/25/30		11,580		657
					1,849		1,896	Series 2004-46, Class QB, IF, 14.11%, 05/25/34		1,849		1,896
					2,375		2,249	Series 2004-51, Class SY, IF, 9.30%, 07/25/34		2,375		2,249
					1,400		1,408	Series 2004-53, Class NC, 5.50%, 07/25/24		1,400		1,408
					2,487		1,888	Series 2004-59, Class BG, PO, 12/25/32		2,487		1,888
					903		850	Series 2004-61, Class SK, IF, 8.50%, 11/25/32		903		850
	1,131		1,060		1,120		1,050	Series 2004-76, Class CL, 4.00%, 10/25/19		2,251		2,110
					2,087		2,165	Series 2004-79, Class SP, IF, 13.00%, 11/25/34		2,087		2,165
					2,000		1,867	Series 2004-81, Class AC, 4.00%, 11/25/19		2,000		1,867
					2,608		2,614	Series 2004-89, Class EA, IF, 8.65%, 01/25/34		2,608		2,614
					3,010		3,066	Series 2004-92, Class BX, 5.50%, 09/25/34		3,010		3,066
					1,960		1,855	Series 2004-92, Class JO, PO, 12/25/34		1,960		1,855
					1,376		1,399	Series 2005-27, Class TH, 5.50%, 07/25/31		1,376		1,399
					755		762	Series 2005-47, Class AN, 5.00%, 12/25/16		755		762
	504		523		755		785	Series 2005-52, Class PA, 6.50%, 06/25/35		1,259		1,308
					8,064		661	Series 2005-56, Class S, IF, IO, 4.24%, 07/25/35		8,064		661
					1,984		1,903	Series 2005-66, Class SG, IF, 11.20%, 07/25/35		1,984		1,903
					1,500		1,437	Series 2005-68, Class BC, 5.25%, 06/25/35		1,500		1,437
	1,985		2,003		7,940		8,013	Series 2005-68, Class PG, 5.50%, 08/25/35		9,925		10,016
					2,500		2,411	Series 2005-68, Class UC, 5.00%, 06/25/35		2,500		2,411
	2,309		2,356		11,547		11,781	Series 2005-84, Class XM, 5.75%, 10/25/35		13,856		14,137
					831		774	Series 2005-86, Class GB, 5.00%, 10/25/35		831		774
					1,169		609	Series 2005-98, Class GO, PO, 11/25/35		1,169		609
					10,000		10,300	Series 2005-109, Class PB, 6.00%, 01/25/34		10,000		10,300
					1,000		1,018	Series 2005-109, Class PC, 6.00%, 12/25/35		1,000		1,018
	2,620		2,668		26,000		26,479	Series 2005-110, Class GJ, 5.50%, 11/25/30		28,620		29,147
					17,500		17,289	Series 2005-110, Class GK, 5.50%, 08/25/34		17,500		17,289
					5,659		5,398	Series 2005-110, Class GL, 5.50%, 12/25/35		5,659		5,398
					2,840		2,847	Series 2005-110, Class MN, 5.50%, 06/25/35		2,840		2,847

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund			JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund			JPMorgan Core Bond Fund				Combined Pro Forma			Combined Pro Forma

Principal ($)			Value ($)		Principal ($)			Value ($)			Security Description	Principal ($)			Value ($)

						2,500			2,572		Series 2005-116, Class PB, 6.00%, 04/25/34		2,500			2,572
	5,000			5,150		30,000			30,899		Series 2005-118, Class ME, 6.00%, 01/25/32		35,000			36,049
						15,000			15,335		Series 2005-118, Class PN, 6.00%, 01/25/32		15,000			15,335
						840			517		Series 2005-123, Class LO, PO, 01/25/36		840			517
	355			292		4,965			4,083		Series 2006-15, Class OT, PO, 01/25/36		5,320			4,375
						1,900			1,456		Series 2006-16, Class OA, PO, 03/25/36		1,900			1,456
	789			598		2,761			2,093		Series 2006-22, Class AO, PO, 04/25/36		3,550			2,691
						3,229			2,486		Series 2006-23, Class KO, PO, 04/25/36		3,229			2,486
						2,000			1,980		Series 2006-39, Class WC, 5.50%, 01/25/36		2,000			1,980
						2,141			1,614		Series 2006-43, Class PO, PO, 06/25/36		2,141			1,614
						3,782			2,910		Series 2006-44, Class GO, PO, 06/25/36		3,782			2,910
						11,605			8,826		Series 2006-44, Class P, PO, 12/25/33		11,605			8,826
						2,000			1,974		Series 2006-46, Class UC, 5.50%, 12/25/35		2,000			1,974
						13,522			10,263		Series 2006-50, Class JO, PO, 06/25/36		13,522			10,263
						19,351			14,703		Series 2006-50, Class PS, PO, 06/25/36		19,351			14,703
						1,555			1,200		Series 2006-58, Class AP, PO, 07/25/36		1,555			1,200
						2,338			1,794		Series 2006-58, Class PO, PO, 07/25/36		2,338			1,794
	839			655		6,522			5,096		Series 2006-59, Class QO, PO, 01/25/33		7,361			5,751
	765			586		3,670			2,811		Series 2006-65, Class QO, PO, 07/25/36		4,435			3,397
	384			296		7,688			5,916		Series 2006-72, Class GO, PO, 08/25/36		8,072			6,212
						2,146			1,676		Series 2006-72, Class TO, PO, 08/25/36		2,146			1,676
	1,500			1,579		9,000			9,473		Series 2006-77, Class PC, 6.50%, 08/25/36		10,500			11,052
						3,118			2,422		Series 2006-90, Class AO, PO, 09/25/36		3,118			2,422
						1,034			1,045		Series 2006-102, Class PA, 5.00%, 08/25/26		1,034			1,045
						1,019			772		Series 2006-109, Class PO, PO, 11/25/36		1,019			772
	1,694			1,241		8,468			6,202		Series 2006-110, Class PO, PO, 11/25/36		10,162			7,443
						3,964			2,923		Series 2006-111, Class EO, PO, 11/25/36		3,964			2,923
						2,545			1,886		Series 2006-115, Class OK, PO, 12/25/36		2,545			1,886
						4,209			3,227		Series 2006-119, Class PO, PO, 12/25/36		4,209			3,227
						1,300			1,280		Series 2006-128, Class BP, 5.50%, 01/25/37		1,300			1,280
						2,009			1,515		Series 2006-128, Class PO, PO, 01/25/37		2,009			1,515
						3,309			3,201		Series 2007-2, Class FA, VAR, 2.67%, 02/25/37		3,309			3,201
						21,577			1,691		Series 2007-7, Class SG, IF, IO, 4.03%, 08/25/36		21,577			1,691
						3,669			2,776		Series 2007-14, Class OP, PO, 03/25/37		3,669			2,776
						3,815			3,113		Series 2007-15, Class NO, PO, 03/25/22		3,815			3,113
						41,067			39,676		Series 2007-16, Class FC, VAR, 3.22%, 03/25/37		41,067			39,676
						7,481			480		Series 2007-22, Class SC, IF, IO, 3.61%, 03/25/37		7,481			480
						34,604			2,192		Series 2007-35, Class SI, VAR, IO, 3.63%, 04/25/37		34,604			2,192
						1,500			1,456		Series 2007-47, Class PC, 5.00%, 07/25/33		1,500			1,456
						8,771			592		Series 2007-54, Class WI, IF, IO, 3.63%, 06/25/37		8,771			592
						2,000			1,941		Series 2007-79, Class PC, 5.00%, 01/25/32		2,000			1,941
						4,464			4,447		Series 2007-84, Class PG, 6.00%, 12/25/36		4,464			4,447
						16,442			16,169		Series 2007-106, Class A7, VAR, 6.24%, 10/25/37		16,442			16,169
						1,885			399		Series 2007-118, Class IO, IO, 6.00%, 06/25/36		1,885			399
	1,879			136		37,588			2,710		Series 2008-16, Class IS, IF, IO, 3.73%, 03/25/38		39,467			2,846
						17,401			1,548		Series 2008-27, Class SN, IF, IO, 4.43%, 04/25/38		17,401			1,548
						971			626		Series 2008-44, Class PO, PO, 05/25/38		971			626
						2,008			389		Series 2008-59, Class IG, IO, 5.50%, 11/25/34		2,008			389
	28			30							Series G-14, Class L, 8.50%, 06/25/21		28			30
						2			32		Series G-17, Class S, HB, VAR, 825.84%, 06/25/21		2			32
	141			155							Series G-18, Class Z, 8.75%, 06/25/21		141			155
	42			43							Series G-22, Class G, 6.00%, 12/25/16		42			43
						134			144		Series G-28, Class S, IF, 12.60%, 09/25/21		134			144
	97			106		103			112		Series G-35, Class M, 8.75%, 10/25/21		200			218
						42			52		Series G-51, Class SA, IF, 19.53%, 12/25/21		42			52
						148			151		Series G92-15, Class Z, 7.00%, 01/25/22		148			151
	—	(h)		20		—	(h)		50		Series G92-27, Class SQ, HB, IF, 8,883.36%, 05/25/22		—	(h)		70
	410			437		533			567		Series G92-35, Class E, 7.50%, 07/25/22		943			1,004
						—	(h)		13		Series G92-35, Class G, HB, IO, 1,184.78%, 07/25/22		—	(h)		13
	24			26		60			63		Series G92-42, Class Z, 7.00%, 07/25/22		84			89
	583			625		2,816			3,018		Series G92-44, Class ZQ, 8.00%, 07/25/22		3,399			3,643
						1,614			1,662		Series G92-45, Class Z, 6.00%, 08/25/22		1,614			1,662
						82			79		Series G92-52, Class FD, VAR, 2.52%, 09/25/22		82			79
	451			482		740			789		Series G92-54, Class ZQ, 7.50%, 09/25/22		1,191			1,271
						90			86		Series G92-59, Class F, VAR, 3.53%, 10/25/22		90			86
						169			177		Series G92-61, Class Z, 7.00%, 10/25/22		169			177
						133			113		Series G92-62, Class B, PO, 10/25/22		133			113
						594			640		Series G93-1, Class KA, 7.90%, 01/25/23		594			640
	91			94		128			132		Series G93-5, Class Z, 6.50%, 02/25/23		219			226
						171			177		Series G93-14, Class J, 6.50%, 03/25/23		171			177
						414			386		Series G93-17, Class SI, IF, 6.00%, 04/25/23		414			386
						395			384		Series G93-27, Class FD, VAR, 3.38%, 08/25/23		395			384
						95			79		Series G93-37, Class H, PO, 09/25/23		95			79
	102			112		127			139		Series G95-1, Class C, 8.80%, 01/25/25		229			251
											Federal National Mortgage Association STRIPS,
						15			3		Series 23, Class 2, IO, 10.00%, 09/01/17		15			3
	5			1		2			—	(h)	Series 50, Class 2, IO, 10.50%, 03/01/19		7			1
	32			8		65			17		Series 218, Class 2, IO, 7.50%, 04/01/23		97			25
						54			58		Series 265, Class 2, 9.00%, 03/01/24		54			58
	478			347		1,677			1,218		Series 329, Class 1, PO, 01/01/33		2,155			1,565
	1,103			774		2,013			1,414		Series 340, Class 1, PO, 09/01/33		3,116			2,188
						1,313			201		Series 368, Class 3, IO, 4.50%, 11/01/20		1,313			201

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund			JPMorgan Core Bond Fund				Combined Pro Forma			Combined Pro Forma

Principal ($)		Value ($)		Principal ($)			Value ($)			Security Description	Principal ($)			Value ($)

					—	(h)		—	(h)	Series K, Class 2, HB, 256.00%, 11/01/08		—	(h)		—	(h)
										Federal National Mortgage Association Whole Loan,
	173		8		422			18		Series 2002-W5, Class A10, IF, IO, 5.63%, 11/25/30		595			26
	1,171		1,205		2,569			2,644		Series 2003-W1, Class 1A1, 6.50%, 12/25/42		3,740			3,849
					859			894		Series 2003-W1, Class 2A, 7.50%, 12/25/42		859			894
	337		355		450			474		Series 2003-W4, Class 2A, 6.50%, 10/25/42		787			829
	1,001		1,072		3,055			3,274		Series 2004-W2, Class 2A2, 7.00%, 02/25/44		4,056			4,346
					6,848					Federal National Mortgage Corp. REMICS,		6,848
								4,303		Series 3286, Class PO, PO, 03/15/37					4,303
										Government National Mortgage Association,
	341		361		2,018			2,135		Series 1994-3, Class PQ, 7.49%, 07/16/24		2,359			2,496
	1,172		1,234		1,185			1,247		Series 1994-4, Class KQ, 7.99%, 07/16/24		2,357			2,481
	2,393		2,507		6,721			7,042		Series 1994-7, Class PQ, 6.50%, 10/16/24		9,114			9,549
	489		529							Series 1995-3, Class DQ, 8.05%, 06/16/25		489			529
	129		139							Series 1995-7, Class CQ, 7.50%, 09/16/25		129			139
	991		1,037		957			1,001		Series 1996-16, Class E, 7.50%, 08/16/26		1,948			2,038
					1,460			1,536		Series 1997-8, Class PN, 7.50%, 05/16/27		1,460			1,536
					331			343		Series 1997-11, Class D, 7.50%, 07/20/27		331			343
	205		217		776			823		Series 1998-26, Class K, 7.50%, 09/17/25		981			1,040
	3,351		3,394		4,538			4,596		Series 1999-4, Class ZB, 6.00%, 02/20/29		7,889			7,990
	2,983		3,123		3,918			4,103		Series 1999-10, Class ZC, 6.50%, 04/20/29		6,901			7,226
					417			425		Series 1999-15, Class E, 6.50%, 01/16/29		417			425
	396		40		690			69		Series 1999-30, Class S, IF, IO, 6.13%, 08/16/29		1,086			109
					43			44		Series 1999-33, Class SM, IF, 9.20%, 09/16/29		43			44
					818			875		Series 1999-40, Class ZW, 7.50%, 11/20/29		818			875
	373		395		1,310			1,388		Series 1999-41, Class Z, 8.00%, 11/16/29		1,683			1,783
	255		274		358			385		Series 1999-44, Class PC, 7.50%, 12/20/29		613			659
					6,301			6,949		Series 1999-44, Class ZC, 8.50%, 12/16/29		6,301			6,949
					1,168			1,238		Series 1999-44, Class ZG, 8.00%, 12/20/29		1,168			1,238
	608		651		928			995		Series 2000-6, Class Z, 7.50%, 02/20/30		1,536			1,646
	107		116		450			487		Series 2000-9, Class Z, 8.00%, 06/20/30		557			603
	2,531		2,745		4,845			5,254		Series 2000-9, Class ZJ, 8.50%, 02/16/30		7,376			7,999
					857			1,107		Series 2000-12, Class ST, HB, IF, 27.18%, 02/16/30		857			1,107
	1,002		1,054		1,055			1,110		Series 2000-14, Class PD, 7.00%, 02/16/30		2,057			2,164
	292		313		308			330		Series 2000-16, Class ZN, 7.50%, 02/16/30		600			643
					6,372			7,008		Series 2000-21, Class Z, 9.00%, 03/16/30		6,372			7,008
					1,028			1,139		Series 2000-26, Class TZ, 8.50%, 09/20/30		1,028			1,139
					322			321		Series 2000-26, Class Z, 7.75%, 09/20/30		322			321
					63			67		Series 2000-30, Class ST, IF, 11.05%, 12/16/22		63			67
					950			1,065		Series 2000-31, Class Z, 9.00%, 10/20/30		950			1,065
					278			28		Series 2000-34, Class SG, IF, IO, 6.06%, 10/20/30		278			28
					544			592		Series 2000-35, Class ZA, 9.00%, 11/20/30		544			592
					79			18		Series 2000-36, Class IK, IO, 9.00%, 11/16/30		79			18
	1,507		1,551		397			409		Series 2000-37, Class B, 8.00%, 12/20/30		1,904			1,960
	125		128		219			225		Series 2000-38, Class AH, 7.15%, 12/20/30		344			353
					437			44		Series 2001-4, Class SJ, IF, IO, 5.68%, 01/19/30		437			44
					698			73		Series 2001-6, Class SD, IF, IO, 6.08%, 03/16/31		698			73
	960		999		1,059			1,102		Series 2001-7, Class PK, 6.50%, 03/20/31		2,019			2,101
					2,919			3,021		Series 2001-8, Class Z, 6.50%, 03/20/31		2,919			3,021
	52		53		48			50		Series 2001-32, Class WA, IF, 13.95%, 07/20/31		100			103
					712			72		Series 2001-35, Class SA, IF, IO, 5.78%, 08/16/31		712			72
					555			49		Series 2001-36, Class S, IF, IO, 5.58%, 08/16/31		555			49
	1,595		1,656		2,800			2,907		Series 2001-64, Class MQ, 6.50%, 12/20/31		4,395			4,563
					673			58		Series 2002-3, Class SP, IF, IO, 4.92%, 01/16/32		673			58
	351		368		1,233			1,291		Series 2002-7, Class PG, 6.50%, 01/20/32		1,584			1,659
					3,071			326		Series 2002-24, Class AG, IF, IO, 5.48%, 04/16/32		3,071			326
					290			275		Series 2002-24, Class SB, IF, 8.23%, 04/16/32		290			275
	489		49							Series 2002-31, Class S, IF, IO, 6.23%,		489			49
					7,514			857		Series 2002-31, Class SE, IF, IO, 5.03%, 04/16/30		7,514			857
	1,342		1,397		2,451			2,550		Series 2002-40, Class UK, 6.50%, 06/20/32		3,793			3,947
					121			120		Series 2002-41, Class SV, IF, 9.00%, 06/16/32		121			120
	5,852		6,083		9,339			9,709		Series 2002-45, Class QE, 6.50%, 06/20/32		15,191			15,792
	1,449		1,509		3,612			3,761		Series 2002-47, Class PG, 6.50%, 07/16/32		5,061			5,270
	1,595		1,627							Series 2002-47, Class PY, 6.00%, 07/20/32		1,595			1,627
	1,613		1,658		6,003			6,172		Series 2002-47, Class ZA, 6.50%, 07/20/32		7,616			7,830
	128		153		169			201		Series 2002-51, Class SG, IF, 21.79%, 04/20/31		297			354
					4,629			4,823		Series 2002-52, Class GH, 6.50%, 07/20/32		4,629			4,823
	761		790		1,483			1,541		Series 2002-54, Class GB, 6.50%, 08/20/32		2,244			2,331
					1,989			2,037		Series 2002-70, Class AV, 6.00%, 03/20/12		1,989			2,037
					5,080			500		Series 2002-70, Class PS, IF, IO, 5.23%, 08/20/32		5,080			500
					1,411			1,382		Series 2002-75, Class PB, 6.00%, 11/20/32		1,411			1,382
	443		453		1,088			1,112		Series 2002-79, Class KV, 6.00%, 11/20/13		1,531			1,565
					658			665		Series 2002-80, Class EB, 7.00%, 01/20/32		658			665
	4,598		4,709		2,421			2,480		Series 2002-88, Class VA, 6.00%, 12/20/17		7,019			7,189
	1,011		133		2,130			279		Series 2003-4, Class NI, IO, 5.50%, 01/20/32		3,141			412
	894		914		1,255			1,284		Series 2003-4, Class NY, 5.50%, 12/20/13		2,149			2,198
					2,169			1,814		Series 2003-8, Class PO, PO, 01/16/32		2,169			1,814
					3,650			362		Series 2003-11, Class SK, IF, IO, 5.23%, 02/16/33		3,650			362
					1,693			193		Series 2003-12, Class SP, IF, IO, 5.23%, 02/20/33		1,693			193
	281		223		395			314		Series 2003-24, Class PO, PO, 03/16/33		676			537
					2,000			1,658		Series 2003-34, Class TO, PO, 02/16/32		2,000			1,658
					1,960			2,113		Series 2003-40, Class TC, 7.50%, 03/20/33		1,960			2,113

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

	1,196		1,225		1,960		2,008	Series 2003-40, Class TJ, 6.50%, 03/20/33		3,156		3,233
					1,120		1,146	Series 2003-46, Class MG, 6.50%, 05/20/33		1,120		1,146
					2,072		2,147	Series 2003-46, Class TC, 6.50%, 03/20/33		2,072		2,147
	1,155		873		1,319		996	Series 2003-52, Class AP, PO, 06/16/33		2,474		1,869
					3,196		3,354	Series 2003-58, Class BE, 6.50%, 01/20/33		3,196		3,354
					4,114		341	Series 2003-76, Class LS, IF, IO, 4.73%, 09/20/31		4,114		341
					467		378	Series 2003-90, Class PO, PO, 10/20/33		467		378
	157		2		566		9	Series 2003-95, Class SC, IF, IO, 4.53%, 09/17/31		723		11
					1,805		1,826	Series 2003-98, Class PC, 5.00%, 02/20/29		1,805		1,826
					5,677		553	Series 2003-112, Class SA, IF, IO, 4.08%, 12/16/33		5,677		553
					13,434		965	Series 2004-11, Class SW, IF, IO, 3.03%, 02/20/34		13,434		965
					1,213		1,248	Series 2004-27, Class VJ, 6.00%, 02/20/15		1,213		1,248
	241		236		1,539		1,507	Series 2004-28, Class S, IF, 12.88%, 04/16/34		1,780		1,743
					6,607		5,206	Series 2004-46, Class PO, PO, 06/20/34		6,607		5,206
					21,769		1,806	Series 2004-68, Class SA, IF, IO, 4.33%, 05/20/31		21,769		1,806
	502		494		2,277		2,239	Series 2004-73, Class AE, IF, 9.77%, 08/17/34		2,779		2,733
					15,643		1,650	Series 2004-73, Class JL, IF, IO, 4.08%, 9/16/34		15,643		1,650
					3,105		3,084	Series 2004-83, Class AP, IF, 8.93%, 10/16/34		3,105		3,084
					28,459		3,013	Series 2005-3, Class SK, IF, IO, 4.28%, 1/20/35		28,459		3,013
					29,283		3,486	Series 2005-17, Class SL, IF, IO, 4.23%, 7/20/34		29,283		3,486
					4,203		4,071	Series 2005-44, Class SP, IF, 7.26%, 10/20/34		4,203		4,071
					3,507		932	Series 2005-56, Class IC, IO, 5.50%, 07/20/35		3,507		932
					6,798		732	Series 2005-69, Class SY, IF, IO, 4.28%, 11/20/33		6,798		732
					3,303		2,560	Series 2005-82, Class PO, PO, 10/20/35		3,303		2,560
	358		271		7,167		5,422	Series 2006-16, Class OP, PO, 03/20/36		7,525		5,693
					1,661		1,616	Series 2006-57, Class PZ, 5.57%, 10/20/36		1,661		1,616
					10,160		7,485	Series 2007-17, Class JO, PO, 04/16/37		10,160		7,485
					3,204		2,407	Series 2007-28, Class BO, PO, 05/20/37		3,204		2,407
					5,959		4,398	Series 2007-36, Class HO, PO, 06/16/37		5,959		4,398
	945		780		7,522		6,212	Series 2007-49, Class NO, PO, 12/20/35		8,467		6,992
	1,444		1,074		16,354		12,161	Series 2007-57, Class PO, PO, 03/20/37		17,798		13,235
					13,985		1,134	Series 2007-74, Class SL, IF, IO, 4.07%, 11/16/37		13,985		1,134
					6,060		4,494	Series 2008-20, Class PO, PO, 09/20/37		6,060		4,494
	911		86		27,320		2,591	Series 2008-25, Class SB, IF, IO, 4.43%, 3/20/38		28,231		2,677
	1,440		310		16,324		3,518	Series 2008-32, Class PI, IO, 5.50%, 10/16/37		17,764		3,828
	1,000		960		5,000		4,802	Series 2008-36, Class AY, 5.00%, 04/16/23		6,000		5,762
					3,564		3,599	Series 2008-43, Class NA, 5.50%, 11/20/37		3,564		3,599
					6,979		5,296	Series 2008-60, Class PO, PO, 01/20/38		6,979		5,296
								Vendee Mortgage Trust,
	1,900		1,915		1,335		1,345	Series 1994-1, Class 1, VAR, 5.63%, 02/15/24		3,235		3,260
	—		—		12,121		12,871	Series 1994-1, Class 12ZB, 6.50%, 02/15/24		12,121		12,871
	2,800		2,922		1,966		2,051	Series 1996-1, Class 1Z, 6.75%, 02/15/26		4,766		4,973
	925		981		1,271		1,346	Series 1996-2, Class 1Z, 6.75%, 06/15/26		2,196		2,327
	3,680		4,015		2,907		3,172	Series 1997-1, Class 2Z, 7.50%, 02/15/27		6,587		7,187
	928		978		3,586		3,779	Series 1998-1, Class 2E, 7.00%, 03/15/28		4,514		4,757

			354,364				1,601,115					1,955,479


								Non-Agency CMO — 12.3%
					1,774			ABN Amro Mortgage Corp.,		1,774
							1,721	Series 2003-9, Class A2, 4.50%, 08/25/18				1,721
					18,000			American General Mortgage Loan Trust,		18,000
							17,439	Series 2006-1, Class A2, VAR, 5.75%, 12/25/35 (e)				17,439
	1,500				7,000			American Home Mortgage Investment Trust,		8,500
			1,131				5,279	Series 2005-3, Class 2A4, VAR, 4.85%, 9/25/35				6,410
								AmeriCredit Automobile Receivables Trust,
					1,400		1,233	Series 2006-BG, Class A4, 5.21%, 09/06/13		1,400		1,233
	200		194		1,200		1,167	Series 2008-AF, Class A3, 5.68%, 12/12/12		1,400		1,361
	400		382		2,270		2,168	Series 2008-AF, Class A4, 6.96%, 10/14/14		2,670		2,550
								Banc of America Alternative Loan Trust,
					575		350	Series 2003-1, Class A, PO, 02/25/33		575		350
	326		196		996		599	Series 2003-11, Class PO, PO, 01/25/34		1,322		795
					789		528	Series 2004-6, Class 15PO, PO, 07/25/19		789		528
					1,433		1,119	Series 2005-5, Class 1CB1, 5.50%, 06/25/35		1,433		1,119
								Banc of America Funding Corp.,
					2,912		2,746	Series 2003-3, Class 1A33, 5.50%, 10/25/33		2,912		2,746
	421		253		1,625		975	Series 2004-1, Class PO, PO, 03/25/34		2,046		1,228
					3,000		2,825	Series 2005-6, Class 2A7, 5.50%, 10/25/35		3,000		2,825
	330		172		3,103		1,614	Series 2005-7, Class 30PO, PO, 11/25/35		3,433		1,786
					1,400		724	Series 2005-8, Class 30PO, PO, 01/25/36		1,400		724
	1,384		1,285		5,538		5,141	Series 2005-E, Class 4A1, VAR, 4.14%, 03/20/35		6,922		6,426
					3,553		1,808	Series 2006-1, Class X, PO, 01/25/36		3,553		1,808
								Banc of America Mortgage Securities, Inc.,
					1,957		1,935	Series 2003-5, Class 3A1, 7.50%, 02/25/31		1,957		1,935
					622		586	Series 2003-7, Class A2, 4.75%, 09/25/18		622		586
					11,733		11,503	Series 2003-8, Class 3A3, 5.50%, 11/25/33		11,733		11,503
	338		185		1,096		600	Series 2003-8, Class APO, PO, 11/25/33		1,434		785
					1,257		696	Series 2004-8, Class XPO, PO, 10/25/34		1,257		696
	807		507		—		—	Series 2004-1, Class APO, PO, 02/25/34		807		507
					13,933		87	Series 2004-3, Class 15IO, IO, VAR, 0.21%, 04/25/19		13,933		87
					611		346	Series 2004-4, Class APO, PO, 05/25/34		611		346
					3,283		2,517	Series 2004-5, Class 2A2, 5.50%, 06/25/34		3,283		2,517
					1,979		1,757	Series 2004-6, Class 2A7, 5.50%, 07/25/34		1,979		1,757

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

	593		320		2,498		1,349	Series 2004-6, Class APO, PO, 07/25/34		3,091		1,669
					449		290	Series 2004-8, Class 5PO, PO, 05/25/32		449		290
					716		419	Series 2004-9, Class 3, PO, 09/25/32		716		419
					8,581		7,982	Series 2004-E, Class 2A5, VAR, 4.11%, 06/25/34		8,581		7,982
	795		737		5,376		4,985	Series 2004-J, Class 3A1, VAR, 5.07%, 11/25/34		6,171		5,722
								Bear Stearns Adjustable Rate Mortgage Trust,
	363		355		1,272		1,242	Series 2003-7, Class 3A, VAR, 4.96%, 10/25/33 (i)		1,635		1,597
	1,522		1,342		17,497		15,430	Series 2006-1, Class A1, VAR, 4.63%, 02/25/36		19,019		16,772
								Cendant Mortgage Corp.,
					2,548		1,320	Series 2003-8, Class 1P, PO, 10/25/33		2,548		1,320
	782		451					Series 2004-1, Class P, PO, 02/25/34		782		451
					2,136			Chase Mortgage Finance Corp.,		2,136
							2,011	Series 2003-S06, Class A1, 5.00%, 06/25/18				2,011
								Citicorp Mortgage Securities, Inc.,
					529		509	Series 1993-14, Class A3, VAR, 3.67%, 11/25/23		529		509
	1,933		1,879		6,958		6,764	Series 2004-1, Class 3A1, 4.75%, 01/25/34		8,891		8,643
					7,067		6,842	Series 2004-2, Class A1, 5.00%, 03/25/34		7,067		6,842
	1,205		1,143		1,506		1,428	Series 2004-5, Class 2A5, PO, 4.50%, 08/25/34		2,711		2,571
					6,985		6,699	Series 2004-8, Class 1A1, 5.50%, 10/25/34		6,985		6,699
					5,000		4,301	Series 2006-4, Class 1A2, 6.00%, 08/25/36		5,000		4,301
								Citigroup Mortgage Loan Trust, Inc.,
					608		179	Series 2003-1, Class 2A6, PO, 10/25/33		608		179
					1,167		603	Series 2003-1, Class PO2, PO, 10/25/33		1,167		603
					988		509	Series 2003-1, Class PO3, PO, 09/25/33		988		509
					218		182	Series 2003-1, Class WPO1, PO, 06/25/16		218		182
	728		692		1,022		972	Series 2003-UP3, Class A3, 7.00%, 09/25/33		1,750		1,664
	1,528		1,419		4,293		3,986	Series 2003-UST1, Class A1, 5.50%, 12/25/18		5,821		5,405
	288		191		1,346		893	Series 2003-UST1, Class PO1, PO, 12/25/18		1,634		1,084
	203		142		656		458	Series 2003-UST1, Class PO3, PO, 12/25/18		859		600
	247		226		741		679	Series 2005-1, Class 2A1A, VAR, 6.25%, 04/25/35		988		905
					2,740		2,190	Series 2005-5, Class 1A2, VAR, 5.44%, 08/25/35		2,740		2,190
								Countrywide Alternative Loan Trust,
	2,763		2,705		1,940		1,900	Series 2002-8, Class A4, 6.50%, 07/25/32		4,703		4,605
					560		501	Series 2002-17, Class A7, 2.50%, 01/25/33		560		501
					992		771	Series 2003-6T2, Class A6, 5.50%, 06/25/33		992		771
	2,731		1,751		6,504		4,169	Series 2004-2CB, Class 1A9, 5.75%, 03/25/34		9,235		5,920
					2,630		1,842	Series 2004-14T2, Class A5, 5.50%, 08/25/34		2,630		1,842
	1,000		882		9,000		7,941	Series 2004-18CB, Class 2A4, 5.70%, 09/25/34		10,000		8,823
					2,603		2,518	Series 2005-5R, Class A1, 5.25%, 12/25/18		2,603		2,518
					35,418		1,638	Series 2005-22T1, Class A2, IF, IO, 2.60%, 06/25/35		35,418		1,638
					1,542		1,505	Series 2005-26CB, Class A10, IF, 8.57%, 07/25/35		1,542		1,505
					8,000		5,616	Series 2005-28CB, Class 1A4, 5.50%, 08/25/35		8,000		5,616
					546		502	Series 2005-28CB, Class 1A5, 5.50%, 08/25/35		546		502
					561		535	Series 2005-28CB, Class 3A5, 6.00%, 08/25/35		561		535
	1,300		1,002		8,000		6,164	Series 2005-54CB, Class 1A11, 5.50%, 11/25/35		9,300		7,166
					1,182		1,154	Series 2005-54CB, Class 1A7, 5.50%, 11/25/35		1,182		1,154
					2,979		2,038	Series 2005-64CB, Class 1A9, 5.50%, 12/25/35		2,979		2,038
					24,838		1,063	Series 2005-J1, Class 1A4, IF, IO, 2.63%, 02/25/35		24,838		1,063
	1,000		637		7,000		4,459	Series 2007-21CB, Class 1A5, 6.00%, 09/25/37		8,000		5,096
					1,500		920	Series 2007-21CB, Class 2A6, 6.00%, 09/25/37		1,500		920
								Countrywide Home Loan Mortgage Pass-Through Trust,
					6,795		6,390	Series 2002-22, Class A20, 6.25%, 10/25/32		6,795		6,390
	2,860		2,419		6,779		5,734	Series 2003-26, Class 1A6, 3.50%, 08/25/33		9,639		8,153
					3,561		3,237	Series 2003-29, Class A1, 5.50%, 08/25/33		3,561		3,237
					873		696	Series 2003-34, Class A11, 5.25%, 09/25/33		873		696
					1,120		470	Series 2003-44, Class A9, PO, 10/25/33		1,120		470
					865		66	Series 2003-J2, Class A17, IF, IO, 4.93%, 04/25/33		865		66
	1,355		1,215		4,760		4,267	Series 2003-J7, Class 4A3, IF, 6.59%, 08/25/18		6,115		5,482
	549		338					Series 2003-J13, Class PO, PO, 01/25/34		549		338
					650		626	Series 2004-7, Class 2A1, VAR, 4.03%, 06/25/34		650		626
					1,136		1,044	Series 2004-HYB1, Class 2A, VAR, 4.22%, 05/20/34		1,136		1,044
	324		320		4,391		4,326	Series 2004-HYB3, Class 2A, VAR, 4.12%, 06/20/34		4,715		4,646
					2,800		2,276	Series 2004-HYB6, Class A3, VAR, 5.08%, 11/20/34		2,800		2,276
					4,365		4,307	Series 2004-J6, Class 2A1, 4.75%, 07/25/14		4,365		4,307
					1,988		1,900	Series 2004-J8, Class 1A2, 4.75%, 11/25/19		1,988		1,900
					1,545		1,371	Series 2005-14, Class A2, 5.50%, 07/25/35		1,545		1,371
					1,750		1,752	Series 2005-16, Class A21, 5.50%, 09/25/35		1,750		1,752
					1,000		931	Series 2005-16, Class A23, 5.50%, 09/25/35		1,000		931
	1,611		1,213		7,411		5,580	Series 2005-22, Class 2A1, VAR, 5.26%, 11/25/35		9,022		6,793
	474		279					Series 2005-R1, Class 2APO, PO, 03/25/35 (e)		474		279
								CS First Boston Mortgage Securities Corp.,
	128		127					Series 1997-2, Class A, 7.50%, 06/25/20 (e)		128		127
					2,828		2,503	Series 2003-1, Class DB1, 6.56%, 02/25/33		2,828		2,503
					7,066		3,948	Series 2003-23, Class 1P, PO, 10/25/33		7,066		3,948
	704		653		4,401		4,083	Series 2003-23, Class 2A5, 5.00%, 10/25/18		5,105		4,736
					11,949		11,787	Series 2003-23, Class 3A10, 5.75%, 09/25/33		11,949		11,787
					1,785		1,669	Series 2003-25, Class 2A1, 4.50%, 10/25/18		1,785		1,669
					6,000		5,815	Series 2004-4, Class 3A5, 5.50%, 08/25/34		6,000		5,815
					604		408	Series 2004-5, Class 5P, PO, 08/25/19		604		408
					1,555		826	Series 2005-9, Class AP, PO, 10/25/35		1,555		826
					845		451	Series 2005-10, Class AP, PO, 11/25/35		845		451

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund			JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund			JPMorgan Core Bond Fund			Combined Pro Forma			Combined Pro Forma

Principal ($)			Value ($)		Principal ($)			Value ($)		Security Description	Principal ($)			Value ($)

						5,609				Deutsche ALT-A Securities, Inc. Alternate Loan Trust,		5,609
									5,160	Series 2005-3, Class 1A1, VAR, 5.31%, 06/25/20					5,160
	529									Deutsche Mortgage Securities, Inc., Series		529
				366						2004-1, Class 2APO, PO, 10/25/18					366
										First Boston Mortgage Securities Corp. 1987 STRIPS,
						122			30	Series C, Class IO, IO, 10.97%, 04/25/17		122			30
						68			59	Series C, Class PO, PO, 04/25/17		68			59
						2,934				First Horizon Alternative Mortgage Securities,		2,934
									2,302	Series 2005-FA8, Class 1A19, 5.50%, 11/25/35					2,302
										First Horizon Asset Securities, Inc.,
						830			794	Series 2003-7, Class 2A1, 4.50%, 09/25/18		830			794
						2,750			2,038	Series 2003-9, Class 1A6, 5.50%, 11/25/33		2,750			2,038
						4,398			3,803	Series 2004-AR2, Class 2A1, VAR, 4.57%, 05/25/34		4,398			3,803
	1,940			1,839		6,393			6,061	Series 2004-AR7, Class 2A1, VAR, 4.91%, 02/25/35		8,333			7,900
	798			743						Series 2004-AR7, Class 2A2, VAR, 4.91%, 02/25/35		798			743
	1,527			1,388		8,906			8,097	Series 2005-AR1, Class 2A2, VAR, 5.00%, 04/25/35		10,433			9,485
										GMAC Mortgage Corp. Loan Trust,
	287			261		2,960			2,686	Series 2003-J7, Class A10, 5.50%, 11/25/33		3,247			2,947
						3,837			3,720	Series 2003-J7, Class A2, 4.50%, 11/25/33		3,837			3,720
						1,824			1,644	Series 2003-J8, Class A, 5.25%, 12/25/33		1,824			1,644
						2,044			2,031	Series 2004-J1, Class A15, 5.25%, 04/25/34		2,044			2,031
						4,815			4,582	Series 2005-AR3, Class 3A3, VAR, 4.86%, 06/19/35		4,815			4,582
						5,000			4,646	Series 2005-AR3, Class 3A4, VAR, 4.86%, 06/19/35		5,000			4,646
										GSR Mortgage Loan Trust,
						1,382			1,180	Series 2003-3F, Class 4A3, 5.75%, 04/25/33		1,382			1,180
						2,994			2,767	Series 2003-6F, Class A2, VAR, 2.87%, 09/25/32		2,994			2,767
						6,619			6,012	Series 2004-9, Class 5A5, VAR, 3.90%, 08/25/34		6,619			6,012
						4,300			3,866	Series 2004-6F, Class 3A4, 6.50%, 05/25/34		4,300			3,866
						3,208			3,171	Series 2004-10F, Class 1A1, 4.50%, 08/25/19		3,208			3,171
						1,712			1,672	Series 2004-10F, Class 2A1, 5.00%, 08/25/19		1,712			1,672
						839			649	Series 2004-13F, Class 3A3, 6.00%, 11/25/34		839			649
						380			260	Series 2004-15F, Class AP, PO, 12/25/34		380			260
						7,905			5,601	Series 2005-7F, Class 3A9, 6.00%, 09/25/35		7,905			5,601
						894			810	Series 2005-AR6, Class 3A1, VAR, 4.56%, 09/25/35		894			810
	1,000			869		3,000			2,608	Series 2006-1F, Class 1A3, 5.50%, 02/25/36		4,000			3,477
						9,759			6,983	Series 2006-1F, Class 2A4, 6.00%, 02/25/36		9,759			6,983
						3,397			3,356	Series 2006-2F, Class 2A15, 5.75%, 02/25/36		3,397			3,356
						13,000			9,203	Series 2007-1F, Class 2A4, 5.50%, 01/25/37		13,000			9,203
						218				Impac Secured Assets CMN Owner Trust,		218
									180	Series 2004-3, Class 1A4, VAR, 2.87%, 11/25/34					180
	1,121					42,035				Indymac Index Mortgage Loan Trust,		43,156
				13					495	Series 2005-AR11, Class A7, IO, VAR, 0.71%, 08/25/35					508
										Lehman Mortgage Trust,
						5,201			4,309	Series 2006-2, Class 1A1, VAR, 6.48%, 04/25/36		5,201			4,309
						2,500			1,846	Series 2007-6, Class 1A8, 6.00%, 07/25/37		2,500			1,846
						10,000			8,073	Series 2008-2, Class 1A6, 6.00%, 03/25/38		10,000			8,073
										MASTR Adjustable Rate Mortgages Trust,
	1,449			1,346		6,165			5,725	Series 2004-13, Class 2A1, VAR, 3.89%, 40/21/34		7,614			7,071
						12,000			11,195	Series 2004-13, Class 3A6, VAR, 3.79%, 11/21/34		12,000			11,195
						1,605			1,474	Series 2004-15, Class 3A1, VAR, 6.72%, 12/25/34		1,605			1,474
										MASTR Alternative Loans Trust,
	536			460		1,143			982	Series 2003-9, Class 8A1, 6.00%, 01/25/34		1,679			1,442
						2,996			2,704	Series 2004-3, Class 2A1, 6.25%, 04/25/34		2,996			2,704
						1,585			1,142	Series 2004-6, Class 30PO, PO, 07/25/34		1,585			1,142
						912			693	Series 2004-6, Class 7A1, 6.00%, 07/25/34		912			693
	279			161		1,239			717	Series 2004-7, Class 30PO, PO, 08/25/34		1,518			878
						5,097			4,859	Series 2004-8, Class 6A1, 5.50%, 09/25/19		5,097			4,859
	708			636		1,657			1,490	Series 2004-10, Class 1A1, 4.50%, 09/25/19		2,365			2,126
						7,140			6,487	Series 2005-6, Class 3A1, 5.50%, 11/25/20		7,140			6,487
										MASTR Asset Securitization Trust,
						691			691	Series 2003-1, Class 2A12, 5.00%, 06/25/30		691			691
						1,572			1,487	Series 2003-2, Class 2A1, 4.50%, 03/25/18		1,572			1,487
						2,000			1,797	Series 2003-2, Class 2A10, 4.50%, 03/25/18		2,000			1,797
	310			309		797			795	Series 2003-4, Class 2A2, 5.00%, 05/25/18		1,107			1,104
						1,098			1,087	Series 2003-11, Class 6A2, 4.00%, 12/25/33		1,098			1,087
						3,750			3,446	Series 2003-12, Class 6A1, 5.00%, 12/25/33		3,750			3,446
						1,111			594	Series 2003-12, Class 30PO, PO, 12/25/33		1,111			594
						710			395	Series 2004-1, Class 30PO, PO, 02/25/34		710			395
						946			912	Series 2004-4, Class 3A1, 4.50%, 04/25/19		946			912
						1,310			871	Series 2004-6, Class 15PO, PO, 05/25/19		1,310			871
						7,218			6,705	Series 2004-8, Class 1A1, 4.75%, 08/25/19		7,218			6,705
	484			324		713			478	Series 2004-8, Class PO, PO, 08/25/19		1,197			802
						3,828			3,707	Series 2004-9, Class 5A1, 5.25%, 09/25/19		3,828			3,707
						2,300			1,672	Series 2006-2, Class 1A30, 6.00%, 06/25/36		2,300			1,672
	1,834					9,537				MASTR Resecuritization Trust,		11,371
				1,214					6,313	Series 2005-PO, Class 3PO, PO, 05/28/35 (e)					7,527
						795				Medallion Trust, (Australia),		795
									733	Series 2004-1G, Class A1, VAR, 2.94%, 05/25/35					733
						227				Merrill Lynch Trust,		227
									247	Series 47, Class Z, 8.99%, 10/20/20					247
										Morgan Stanley Mortgage Trust,
	—	(h)		1		—	(h)		1	Series 35, Class 2, HB, IF, 1,870.52%, 04/20/21		—	(h)		2

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

	425				3,373			MortgageIT Trust,		3,798
			359				2,849	Series 2005-1, Class 1A1, VAR, 2.79%, 02/25/35				3,208
								Nomura Asset Acceptance Corp.,
	902		776		1,867		1,607	Series 2003-A1, Class A1, 5.50%, 05/25/33		2,769		2,383
	662		569		1,239		1,065	Series 2003-A1, Class A2, 6.00%, 05/25/33		1,901		1,634
	55		52		102		97	Series 2003-A1, Class A5, 7.00%, 04/25/33		157		149
					244		232	Series 2003-A1, Class A7, 5.00%, 04/25/18		244		232
	545		553		1,531		1,553	Series 2004-R2, Class A1, VAR, 6.50%, 10/25/34 (e)		2,076		2,106
								Paine Webber CMO Trust,
	1		1		14		15	Series H, Class 4, 8.75%, 04/01/18		15		16
					51		51	Series P, Class 4, 8.50%, 08/01/19		51		51
					2,830			Prime Mortgage Trust,		2,830
							2,190	Series 2004-R1, Class A4, PO, 07/27/33				2,190
								Residential Accredit Loans, Inc.,
					3,934		3,915	Series 2001-QS19, Class A2, 6.00%, 12/25/16		3,934		3,915
	776		806		1,011		1,051	Series 2002-QS16, Class A3, IF, 11.45%, 10/25/17		1,787		1,857
	3,692		3,682		3,074		3,066	Series 2002-QS8, Class A5, 6.25%, 06/25/17		6,766		6,748
					2,626		2,232	Series 2003-QR19, Class CB4, 5.75%, 10/25/33		2,626		2,232
	895		916		2,106		2,155	Series 2003-QS3, Class A2, IF, 11.06%, 02/25/18		3,001		3,071
	1,550		143		1,910		176	Series 2003-QS3, Class A8, IF, IO, 5.13%, 02/25/18		3,460		319
	3,838		404		5,054		532	Series 2003-QS9, Class A3, IF, IO, 5.08%, 05/25/18		8,892		936
					4,429		481	Series 2003-QS12, Class A2A, IF, IO, 5.13%, 06/25/18		4,429		481
					1,348		195	Series 2003-QS12, Class A5, IO, 5.00%, 06/25/18		1,348		195
	1,308		1,205		9,342		8,606	Series 2003-QS14, Class A1, 5.00%, 07/25/18		10,650		9,811
					3,261		3,005	Series 2003-QS18, Class A1, 5.00%, 09/25/18		3,261		3,005
	798		753		1,680		1,584	Series 2004-QS8, Class A2, 5.00%, 06/25/34		2,478		2,337
					3,000		1,981	Series 2005-QA6, Class A32, VAR, 5.63%, 05/25/35		3,000		1,981
					2,082		1,513	Series 2005-QA7, Class A21, VAR, 4.82%, 07/25/35		2,082		1,513
					766		703	Series 2006-QS4, Class A7, IF, 13.31%, 04/25/36		766		703
					1,055		829	Series 2007-QS1, Class 1A1, 6.00%, 01/25/37	��	1,055		829
								Residential Asset Securitization Trust,
					8,331		7,642	Series 2003-A08, Class A5, 4.25%, 10/25/18		8,331		7,642
					1,817		1,611	Series 2003-A13, Class A3, 5.50%, 01/25/34		1,817		1,611
					422		398	Series 2003-A14, Class A1, 4.75%, 02/25/19		422		398
					1,111		595	Series 2005-A11, Class PO, PO, 10/25/35		1,111		595
					4,601		4,039	Series 2006-A4, Class 2A5, 6.00%, 05/25/36		4,601		4,039
								Residential Funding Mortgage Securities I,
	1,920		1,718		6,406		5,729	Series 2003-S07, Class A17, 4.00%, 05/25/33		8,326		7,447
	798		699		2,240		1,961	Series 2003-S12, Class 4A5, 4.50%, 12/25/32		3,038		2,660
					1,680		1,348	Series 2003-S13, Class A3, 5.50%, 06/25/33		1,680		1,348
					1,628		1,308	Series 2003-S14, Class A4, PO, 07/25/18		1,628		1,308
					4,541		4,274	Series 2003-S16, Class A3, 5.00%, 09/25/18		4,541		4,274
					678		379	Series 2004-S6, Class 2A6, PO, 06/25/34		678		379
	1,042		971		2,293		2,135	Series 2005-SA4, Class 1A1, VAR, 5.02%, 09/25/35		3,335		3,106
					354			Residential Funding Securities LLC,		354
							221	Series 2003-RM2, Class AP3, PO, 05/25/33				221
								Salomon Brothers Mortgage Securities VII, Inc.,
					21		22	Series 2000-UP1, Class A2, 8.00%, 09/25/30		21		22
	214		158		520		385	Series 2003-UP2, Class PO1, PO, 12/25/18		734		543
					4,200			Structured Adjustable Rate Mortgage Loan Trust,		4,200
							3,518	Series 2004-6, Class 5A4, VAR, 4.97%, 06/25/34				3,518
								Structured Asset Securities Corp.,
					197		156	Series 2002-10H, Class 1AP, PO, 05/25/32		197		156
					3,120		3,052	Series 2003-8, Class 1A2, 5.00%, 04/25/18		3,120		3,052
					2,799		2,703	Series 2003-21, Class 1A3, 5.50%, 07/25/33		2,799		2,703
					13,101		12,635	Series 2003-29, Class 1A1, 4.75%, 09/25/18		13,101		12,635
					1,979		1,855	Series 2003-30, Class 1A1, 5.50%, 10/25/33		1,979		1,855
					1,940		1,667	Series 2003-31A, Class B1, VAR, 4.85%, 10/25/33 (i)		1,940		1,667
					11,142		10,222	Series 2004-20, Class 1A3, 5.25%, 11/25/34		11,142		10,222
								WaMu Mortgage Pass-Through Certificates,
					8,295		7,722	Series 2003-S08, Class A4, 4.50%, 09/25/18		8,295		7,722
					1,946		1,773	Series 2003-S08, Class A5, 4.50%, 09/25/18		1,946		1,773
					2,240		2,124	Series 2003-S08, Class A6, 4.50%, 09/25/18		2,240		2,124
					1,206		619	Series 2003-S09, Class P, PO, 10/25/33		1,206		619
					2,318		2,221	Series 2003-S10, Class A2, 5.00%, 10/25/18		2,318		2,221
	424		261		741		456	Series 2003-S10, Class A6, PO, 10/25/18		1,165		717
					772		700	Series 2004-AR3, Class A2, VAR, 4.24%, 06/25/34		772		700
					1,241		827	Series 2004-RS2, Class A4, 5.00%, 11/25/33		1,241		827
	905		908					Series 2004-S3, Class 2A3, IF, 12.04%, 07/25/34		905		908
					2,000		1,583	Series 2006-AR8, Class 1A2, VAR, 5.88%, 08/25/46		2,000		1,583
					873		580	Series 2006-AR10, Class 2P, VAR, 0.00%, 09/25/36		873		580
								Washington Mutual Alternative Mortgage Pass-Through Certificates,
					9,556		8,375	Series 2005-1, Class 1A1, 5.50%, 03/25/35		9,556		8,375
					619		344	Series 2005-1, Class CP, PO, 03/25/35		619		344
					34,992		1,575	Series 2005-2, Class 1A4, IF, IO, 2.58%, 04/25/35		34,992		1,575
					9,324		406	Series 2005-2, Class 2A3, IF, IO, 2.53%, 04/25/35		9,324		406
	1,000		765		7,000		5,353	Series 2005-4, Class CB7, 5.50%, 06/25/35		8,000		6,118
					3,028		2,564	Series 2005-6, Class 2A4, 5.50%, 08/25/35		3,028		2,564
					1,425		1,282	Series 2006-1, Class 3A2, 5.75%, 02/25/36		1,425		1,282
								Washington Mutual MSC Mortgage Pass-Through Certificates,
					770		746	Series 2002-MS12, Class A, 6.50%, 05/25/32		770		746
	359		234					Series 2003-MS7, Class P, PO, 03/25/33		359		234

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

					1,434			Wells Fargo Alternative Loan Trust,		1,434
							816	Series 2007-PA3, Class 1A2, 5.75%, 07/25/37				816
								Wells Fargo Mortgage Backed Securities Trust,
					1,395		1,315	Series 2003-8, Class A9, 4.50%, 08/25/18		1,395		1,315
					3,360		3,273	Series 2003-11, Class 1A4, 4.75%, 10/25/18		3,360		3,273
	559		384		1,323		909	Series 2003-11, Class 1APO, PO, 10/25/18		1,882		1,293
	1,595		1,494		2,800		2,622	Series 2003-13, Class A7, 4.50%, 11/25/18		4,395		4,116
					1,971		1,812	Series 2003-16, Class 2A1, 4.50%, 12/25/18		1,971		1,812
	702		696		1,634		1,618	Series 2003-17, Class 2A4, 5.50%, 01/25/34		2,336		2,314
					1,602		1,492	Series 2003-K, Class 1A2, VAR, 4.49%, 11/25/33		1,602		1,492
					2,832		2,602	Series 2004-7, Class 2A1, 4.50%, 07/25/19		2,832		2,602
	961		905		2,362		2,223	Series 2004-7, Class 2A2, 5.00%, 07/25/19		3,323		3,128
	2,514		2,400		6,304		6,019	Series 2004-BB, Class A4, VAR, 4.56%, 01/25/35		8,818		8,419
	781		727		5,000		4,651	Series 2004-EE, Class 3A1, VAR, 4.09%, 12/25/34		5,781		5,378
					4,494		4,189	Series 2004-P, Class 2A1, VAR, 4.24%, 09/25/1934		4,494		4,189
	1,994		1,956		4,200		4,120	Series 2004-S, Class A5, VAR, 3.55%, 09/25/34		6,194		6,076
					1,617		766	Series 2005-14, Class 2A, PO, 12/25/35		1,617		766
					933		918	Series 2005-AR10, Class 2A4, VAR, 4.12%, 06/25/35		933		918
					1,848		1,835	Series 2006-5, Class 1A1, 5.25%, 04/25/36		1,848		1,835
					1,550		1,341	Series 2007-7, Class A7, 6.00%, 06/25/37		1,550		1,341
					11,000		8,500	Series 2007-9, Class 1A8, 5.50%, 07/25/37		11,000		8,500
					11,265		10,152	Series 2007-11, Class A14, 6.00%, 08/25/37		11,265		10,152

			61,168				651,438					712,606

			415,532				2,252,553	Total Collateralized Mortgage Obligations (Cost $424,432, $2,313,189 and $2,737,621, respectively)				2,668,085


								Commercial Mortgage-Backed Securities — 1.4%
	2,200				7,500			Banc of America Commercial Mortgage, Inc.,		9,700
			2,130				7,263	Series 2005-6, Class ASB, VAR, 5.35%, 09/10/47				9,393
								Bear Stearns Commercial Mortgage Securities,
	1,100		1,056		3,050		2,927	Series 2005-PWR9, Class AAB, 4.80%, 09/11/42		4,150		3,983
	1,420		1,318		4,640		4,307	Series 2006-PW11, Class A4, VAR, 5.62%, 03/11/39		6,060		5,625
	826		810		1,651		1,620	Series 2006-PW14, Class A1, 5.04%, 12/11/38		2,477		2,430
	976				3,227			Citigroup Commercial Mortgage Trust,		4,203
			974				3,222	Series 2006-C4, Class A1, VAR, 5.92%, 03/15/49				4,196
	122				1,218			CS First Boston Mortgage Securities Corp.,		1,340
			122				1,219	Series 1998-C2, Class A2, 6.30%, 11/15/30				1,341
	420				841			DLJ Commercial Mortgage Corp.,		1,261
			426				851	Series 1999- CG2, Class A1B, VAR, 7.30%, 06/10/32				1,277
	750				3,200			LB-UBS Commercial Mortgage Trust, Series		3,950
			701				2,990	2008-C1, Class A2, VAR, 6.32%, 04/15/41				3,691
								Merrill Lynch Mortgage Investors, Inc.,
					13,388		11,878	Series 2005-A2, Class A1, VAR, 4.49%, 02/25/35		13,388		11,878
					546		523	Series 2005-A8, Class A1B1, VAR, 5.25%, 08/25/36		546		523
								Merrill Lynch Mortgage Trust,
					2,500		2,360	Series 2005-LC1, Class A4, VAR, 5.29%, 01/12/44		2,500		2,360
	1,850		1,778		5,100		4,900	Series 2005-MCP1, Class ASB, VAR, 4.67%, 06/12/43		6,950		6,678
	1,000				3,950			Merrill Lynch/Countrywide Commercial Mortgage Trust,		4,950
			926				3,656	Series 2006-1, Class A4, VAR, 5.60%, 02/12/39				4,582
								Morgan Stanley Capital I,
	922		910		1,689		1,668	Series 2006-IQ12, Class A1, 5.26%, 12/15/43		2,611		2,578
	355		353		1,135		1,131	Series 2006-T23, Class A1, 5.68%, 08/12/41		1,490		1,484
					25			Morgan Stanley Dean Witter Capital I,		25
							25	Series 2002-TOP7, Class A2, 5.98%, 01/15/39				25
	1,000				10,500			TIAA Seasoned Commercial Mortgage Trust,		11,500
			963				10,116	Class A3, VAR, 6.09%, 08/15/39				11,079
	3,190				7,585			Wachovia Bank Commercial Mortgage Trust,		10,775
			3,150				7,491	Series 2004-C15, Class A2, 4.04%, 10/15/41				10,641

			15,617				68,147	Total Commercial Mortgage-Backed Securities (Cost $16,221, $71,978 and $88,199, respectively)				83,764


								Corporate Bonds — 18.1%
								Aerospace & Defense — 0.1%
	250				1,250			Honeywell International, Inc.,		1,500
			248				1,240	5.30%, 03/1/18				1,488
					1,660			Lockheed Martin Corp.,		1,660
							1,891	7.75%, 05/01/26				1,891
	1,100				1,600			Northrop Grumman Corp.,		2,700
			1,165				1,695	7.13%, 02/15/11				2,860
	627				717			Systems 2001 AT LLC, (Cayman Islands),		1,344
			651				745	7.16%, 12/15/11 (e)				1,396
					5			United Technologies Corp.,		5
							5	6.10%, 05/15/12				5

			2,064				5,576					7,640


								Air Freight & Logistics — 0.1%
	2,984							Federal Express Corp. 1998 Pass Through Trust,		2,984
			3,170					6.72%, 01/15/22				3,170
	350				1,350			United Parcel Service, Inc.,		1,700
			359				1,384	5.50%, 01/15/18				1,743

			3,529				1,384					4,913

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

								Airlines — 0.1%
	419				538			American Airlines Pass Through Trust 1999,		957
			402				516	7.02%, 10/15/09				918
								Continental Airlines, Inc.,
	798		784		1,400		1,376	7.06%, 09/15/09		2,198		2,160
	164		146		444		396	7.26%, 03/15/20		608		542
	250		240		750		720	7.49%, 10/02/10		1,000		960
								UAL Pass-Through Trust,
	534		526		287		282	6.07%, 03/01/13		821		808
					381		368	6.20%, 09/01/08 (f)		381		368

			2,098				3,658					5,756


								Automobiles — 0.1%
	2,791				4,426			Daimler Finance North America LLC,		7,217
			2,857				4,530	7.20%, 09/1/09				7,387


								Beverages — 0.1%
								Anheuser-Busch Cos, Inc.,
	200		187		800		749	5.50%, 01/15/18		1,000		936
					1,100		902	5.75%, 04/01/36		1,100		902
	400				1,250			Coca-Cola Enterprises, Inc.,		1,650
			448				1,401	8.50%, 02/01/12				1,849
	350				1,800			Diageo Finance BV, (Netherlands),		2,150
			346				1,776	5.30%, 10/28/15				2,122

			981				4,828					5,809


								Capital Markets — 2.5%
								Bear Stearns Cos., Inc. (The),
	4,785		4,771		6,321		6,302	3.25%, 03/25/09 (y)		11,106		11,073
					1,000		976	5.70%, 11/15/14 (y)		1,000		976
					2,650		2,605	6.40%, 10/02/17 (y)		2,650		2,605
	250		259		1,150		1,192	7.25%, 02/01/18 (y)		1,400		1,451
								Credit Suisse USA, Inc.,
	439		440		616		618	4.70%, 06/01/09		1,055		1,058
					1,200		1,140	4.88%, 01/15/15		1,200		1,140
	1,595		1,588		1,400		1,394	5.50%, 08/15/13 (c)		2,995		2,982
	6,460		6,654		8,639		8,898	6.13%, 11/15/11		15,099		15,552
								Goldman Sachs Group, Inc. (The),
	1,061		1,060		1,865		1,863	3.88%, 01/15/09		2,926		2,923
	598		575		2,096		2,014	4.75%, 07/15/13		2,694		2,589
	1,000		956		1,000		956	5.15%, 01/15/14		2,000		1,912
	1,675		1,638		1,535		1,501	5.25%, 10/15/13		3,210		3,139
					10		10	5.70%, 09/01/12		10		10
	1,900		1,797		9,000		8,514	5.95%, 01/18/18		10,900		10,311
					650		622	6.15%, 04/01/18		650		622
	1,914		1,981		3,142		3,251	6.60%, 01/15/12		5,056		5,232
					560		571	6.65%, 05/15/09		560		571
					1,600		1,408	6.75%, 10/01/37		1,600		1,408
	4,387		4,552		6,329		6,567	6.88%, 01/15/11		10,716		11,119
	399		408		286		292	7.35%, 10/01/09		685		700
								Lehman Brothers Holdings, Inc.,
	1,390		1,205		2,090		1,811	4.80%, 03/13/14		3,480		3,016
					800		738	5.75%, 05/17/13		800		738
	700		661		2,300		2,173	6.00%, 07/19/12		3,000		2,834
	1,795		1,752		2,167		2,115	6.63%, 01/18/12		3,962		3,867
	50		45		400		359	6.75%, 12/28/17		450		404
					370		374	7.88%, 11/01/09		370		374
								Merrill Lynch & Co., Inc.,
	1,196		1,186		2,912		2,887	4.13%, 01/15/09		4,108		4,073
					500		487	4.79%, 08/04/10		500		487
	700		610					5.00%, 01/15/15		700		610
	1,098		994		2,625		2,375	5.45%, 07/15/14		3,723		3,369
					1,000		846	5.70%, 05/02/17		1,000		846
					550		527	6.05%, 08/15/12		550		527
	1,005		952		4,190		3,971	6.15%, 04/25/13		5,195		4,923
	667		605		2,535		2,300	6.40%, 08/28/17		3,202		2,905
	683		629		3,415		3,145	6.88%, 04/25/18		4,098		3,774
								Morgan Stanley,
	957		944		728		718	4.25%, 05/15/10		1,685		1,662
	578		507		2,133		1,873	4.75%, 04/01/14		2,711		2,380
					1,000		950	5.30%, 03/01/13		1,000		950
					1,300		1,276	5.75%, 08/31/12		1,300		1,276
	4,466		4,488		3,612		3,630	6.60%, 04/01/12		8,078		8,118
					1,000		929	6.63%, 04/01/18		1,000		929
	4,885		4,975		7,421		7,558	6.75%, 04/15/11		12,306		12,533
					504		522	8.00%, 06/15/10		504		522
	2,393				1,904			State Street Corp.,		4,297
			2,515				2,001	7.65%, 06/15/10				4,516
								UBS AG, (Switzerland),
	500		479		1,900		1,819	5.75%, 04/25/18		2,400		2,298
	200		195		825		804	5.88%, 12/20/17		1,025		999

			49,421				96,882					146,303

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

								Chemicals — 0.3%
	250				600			Air Products & Chemicals, Inc.,		850
			245				588	4.15%, 02/1/13				833
					1,680			Dow Capital BV, (Netherlands),		1,680
							1,784	8.50%, 06/8/10				1,784
								Dow Chemical Co. (The),
	200		206		450		464	6.00%, 10/01/12		650		670
	1,196		1,243		580		603	6.13%, 02/01/11		1,776		1,846
					1,345		1,367	7.38%, 11/01/29 (c)		1,345		1,367
								EI Du Pont de Nemours & Co.,
	125		122					4.13%, 03/06/13		125		122
					500		497	4.88%, 04/30/14		500		497
	700		714		3,100		3,160	6.00%, 07/15/18		3,800		3,874
	700				3,050			Monsanto Co.,		3,750
			775				3,376	7.38%, 08/15/12				4,151
	300				1,150			Potash Corp. of Saskatchewan, (Canada),		1,450
			294				1,128	4.88%, 03/01/13				1,422
								Praxair, Inc.,
	400		383		1,500		1,438	4.63%, 03/30/15		1,900		1,821
					1,295		1,290	5.25%, 11/15/14		1,295		1,290

			3,982				15,695					19,677


								Commercial Banks — 1.7%
								Barclays Bank plc, (United Kingdom),
	100		100		1,900		1,898	5.45%, 09/12/12		2,000		1,998
	500		472		3,200		3,019	6.05%, 12/04/17 (e)		3,700		3,491
	598		556					Branch Banking & Trust Co., 4.88%, 01/15/13		598		556
					1,500			Cadets Trust,		1,500
							1,406	4.80%, 07/15/13 (e)				1,406
	1,100				350			Fifth Third Bancorp,		1,450
			814				259	5.45%, 01/15/17				1,073
					308			HSBC Holdings plc, (United Kingdom),		308
							297	7.35%, 11/27/32				297
					1,750			Huntington National Bank (The),		1,750
							1,769	8.00%, 04/1/10				1,769
								KEY Bank N.A.,
					3,150		2,521	5.50%, 09/17/12		3,150		2,521
					700		700	7.50%, 09/15/08		700		700
								Keycorp,
	1,595		1,577		2,296		2,269	4.70%, 05/21/09		3,891		3,846
	250		207		1,400		1,159	6.50%, 05/14/13		1,650		1,366
	1,000				3,500			M&T Bank Corp.,		4,500
			831				2,910	6.63%, 12/04/17				3,741
	500				2,250			Marshall & Ilsley Corp.,		2,750
			476				2,143	5.35%, 04/01/11				2,619
	917							Mellon Funding Corp.,		917
			917					3.25%, 04/01/09				917
	300				1,500			National City Bank,		1,800
			252				1,261	VAR, 2.90%, 01/21/10				1,513
	600				1,800			PNC Funding Corp.,		2,400
			561				1,683	5.25%, 11/15/15				2,244
					3,105			Popular North America, Inc.,		3,105
							3,078	4.70%, 06/30/09				3,078
					1,200			Regions Financial Corp.,		1,200
							785	7.38%, 12/10/37				785
	1,495				2,232			Royal Bank of Canada, (Canada),		3,727
			1,500				2,239	3.88%, 05/4/09				3,739
								SunTrust Banks, Inc.,
	500		477		3,515		3,354	5.25%, 11/05/12		4,015		3,831
					1,000		917	6.00%, 09/11/17		1,000		917
	901		907		1,120		1,128	6.38%, 04/01/11		2,021		2,035
					505		493	7.25%, 03/15/18		505		493
								U.S. Bank N.A.,
					690		724	6.38%, 08/01/11		690		724
	3,988		4,113		3,080		3,177	7.13%, 12/01/09		7,068		7,290
					1,400			US Bancorp,		1,400
							1,505	7.50%, 06/01/26				1,505
								Wachovia Bank N.A.,
					2,700		2,115	6.60%, 01/15/38		2,700		2,115
	798		815		1,064		1,087	7.80%, 08/18/10		1,862		1,902
								Wachovia Corp.,
	1,712		1,699		2,037		2,021	3.63%, 02/17/09		3,749		3,720
					1,400		1,205	4.88%, 02/15/14		1,400		1,205
	300		275		1,500		1,377	5.50%, 05/01/13		1,800		1,652
	1,750		1,484		7,600		6,446	5.75%, 02/01/18		9,350		7,930
								Wells Fargo & Co.,
	1,784		1,776		2,932		2,920	3.13%, 04/01/09 (c)		4,716		4,696
					2,340		2,354	4.20%, 01/15/10		2,340		2,354
	300		292		430		419	5.00%, 11/15/14		730		711
	835		803		5,000		4,806	5.63%, 12/11/17		5,835		5,609

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

								Wells Fargo Bank N.A.,
	400		375		570		534	4.75%, 02/09/15		970		909
	500		491		3,500		3,435	5.75%, 05/16/16		4,000		3,926
	319		334		—		—	6.45%, 02/01/11		319		334
	2,472		2,601		2,856		3,005	7.55%, 06/21/10		5,328		5,606

			24,705				72,418					97,123


								Communications Equipment — 0.0% (g)
	400				1,100			Cisco Systems, Inc.,		1,500
			406				1,118	5.50%, 02/22/16				1,524


								Computers & Peripherals — 0.2%
								Hewlett-Packard Co.,
					1,000		996	4.50%, 03/01/13		1,000		996
	1,025		1,014		1,500		1,484	5.40%, 03/01/17		2,525		2,498
								International Business Machines Corp.,
	1,117		1,125		1,568		1,580	5.39%, 01/22/09		2,685		2,705
	450		459		3,500		3,569	5.70%, 09/14/17		3,950		4,028
					660		673	6.22%, 08/01/27		660		673

			2,598				8,302					10,900


								Consumer Finance — 1.0%
					4,100			American Express Credit Corp.,		4,100
							4,165	7.30%, 08/20/13 (c)				4,165
	359				1,120			American General Finance Corp.,		1,479
			311				972	5.38%, 10/1/12				1,283
	279				238			Capital One Bank USA N.A.,		517
			277				236	5.75%, 09/15/10				513
								Capital One Financial Corp.,
	275		258		900		845	5.70%, 09/15/11		1,175		1,103
	740		700		2,365		2,237	6.25%, 11/15/13		3,105		2,937
					900		860	6.75%, 09/15/17		900		860
								HSBC Finance Corp.,
	798		803		1,400		1,409	4.75%, 05/15/09		2,198		2,212
					2,000		1,907	5.00%, 06/30/15		2,000		1,907
	500		487		1,100		1,071	5.25%, 01/15/14		1,600		1,558
	4,583		4,608		10,092		10,147	5.88%, 02/01/09		14,675		14,755
	798		816		280		286	6.38%, 11/27/12		1,078		1,102
	798		802		3,176		3,190	6.50%, 11/15/08		3,974		3,992
	1,783		1,851		468		486	6.75%, 05/15/11		2,251		2,337
	835		864		1,665		1,724	7.00%, 05/15/12		2,500		2,588
	2,752		2,857					8.00%, 07/15/10		2,752		2,857
								International Lease Finance Corp.,
	598		526		689		606	5.88%, 05/01/13		1,287		1,132
					480		480	6.38%, 03/15/09		480		480
	1,000		894		4,300		3,845	6.38%, 03/25/13		5,300		4,739
					450			John Deere Capital Corp.,		450
							447	4.50%, 04/03/13				447
								SLM Corp.,
	600		540		3,200		2,880	4.00%, 01/15/10		3,800		3,420
	1,037		886		1,400		1,196	5.38%, 01/15/13		2,437		2,082
	798				952			Washington Mutual Finance Corp.,		1,750
			814				971	6.88%, 05/15/11				1,785

			18,294				39,960					58,254


								Diversified Financial Services — 3.9%
	500				2,000			Allstate Life Global Funding Trusts,		2,500
			499				1,998	5.38%, 04/30/13				2,497
								Associates Corp. of North America,
					1,400		1,438	7.95%, 02/15/10		1,400		1,438
	4,367		4,490		2,484		2,554	8.15%, 08/01/09		6,851		7,044
					1,470		1,516	8.55%, 07/15/09		1,470		1,516
								Bank of America Corp.,
	1,000		968		4,500		4,355	4.90%, 05/01/13		5,500		5,323
					1,000		933	5.63%, 10/14/16		1,000		933
	1,505		1,388		5,915		5,457	5.65%, 05/01/18		7,420		6,845
	1,595		1,670		1,484		1,554	7.40%, 01/15/11		3,079		3,224
	5,580		5,815		7,373		7,684	7.80%, 02/15/10		12,953		13,499
	200				800			Bank of New York Mellon Corp. (The),		1,000
			201				802	5.13%, 08/27/13				1,003
	300				1,300			BHP Billiton Finance USA Ltd., (Australia),		1,600
			287				1,243	5.40%, 03/29/17				1,530
								Caterpillar Financial Services Corp.,
	320		319					3.45%, 01/15/09		320		319
	400		404		1,450		1,465	4.85%, 12/07/12		1,850		1,869
	400		401		1,500		1,505	4.90%, 08/15/13		1,900		1,906
	250		249		750		746	5.45%, 04/15/18		1,000		995
	300		302		600		605	5.50%, 03/15/16		900		907
								CIT Group, Inc.,
	650		468		2,100		1,512	5.00%, 02/13/14		2,750		1,980
	600		509		3,000		2,547	7.63%, 11/30/12 (c)		3,600		3,056

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund	JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)	Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

							Citigroup, Inc.,
798		797					4.25%, 07/29/09		798		797
500		449		1,000		897	4.70%, 05/29/15		1,500		1,346
				1,000		875	5.50%, 02/15/17		1,000		875
1,994		1,902		3,292		3,140	5.63%, 08/27/12		5,286		5,042
400		371		4,000		3,709	6.00%, 08/15/17		4,400		4,080
500		470		1,750		1,646	6.13%, 11/21/17		2,250		2,116
1,000		935		4,500		4,207	6.13%, 05/15/18		5,500		5,142
319		322		420		424	6.20%, 03/15/09		739		746
1,200				6,000			CME Group, Inc.,		7,200
		1,202				6,009	5.40%, 08/01/13				7,211
							General Electric Capital Corp.,
				2,000		2,028	4.38%, 11/21/11		2,000		2,028
1,096		1,109		1,176		1,190	4.63%, 09/15/09		2,272		2,299
3,000		2,966		12,500		12,360	4.80%, 05/01/13		15,500		15,326
2,500		2,531		13,500		13,667	5.25%, 10/19/12		16,000		16,198
1,500		1,460					5.40%, 02/15/17		1,500		1,460
				4,400		4,301	5.63%, 09/15/17		4,400		4,301
3,000		2,917		15,000		14,583	5.63%, 05/01/18		18,000		17,500
6,163		6,362		11,757		12,136	5.88%, 02/15/12		17,920		18,498
				1,900		1,711	5.88%, 01/14/38		1,900		1,711
2,725		2,828		3,697		3,837	6.00%, 06/15/12		6,422		6,665
2,034		2,133		4,649		4,874	6.13%, 02/22/11		6,683		7,007
				4,416		4,463	6.75%, 03/15/32		4,416		4,463
800				4,000			Genworth Global Funding Trusts,		4,800
		802				4,010	5.20%, 10/8/10				4,812
				2,095			Goldman Sachs Capital I,		2,095
						1,741	6.35%, 02/15/34				1,741
957				1,512			John Hancock Global Funding II,		2,469
		1,021				1,613	7.90%, 07/02/10 (e)				2,634
1,595				2,464			MassMutual Global Funding II,		4,059
		1,589				2,455	3.50%, 03/15/10 (e)				4,044
550				3,000			National Rural Utilities Cooperative Finance Corp.,		3,550
		538				2,934	4.75%, 03/01/14				3,472
							New York Life Global Funding,
300		300		3,300		3,299	4.65%, 05/09/13 (e)		3,600		3,599
1,994		2,054		3,920		4,037	5.38%, 09/15/13 (e)		5,914		6,091
				2,100			Pricoa Global Funding I,		2,100
						2,094	3.90%, 12/15/08 (e)				2,094
3,015				6,021			Principal Life Global Funding I,		9,036
		3,111				6,213	6.25%, 02/15/12 (e)				9,324
							Textron Financial Corp.,
815		810		1,630		1,620	5.13%, 02/03/11		2,445		2,430
500		502		1,900		1,906	5.40%, 04/28/13		2,400		2,408

		57,451				165,893					223,344


							Diversified Telecommunication Services — 1.6%
							AT&T, Inc.,
2,900		2,900		5,400		5,399	4.95%, 01/15/13		8,300		8,299
400		396		850		841	5.10%, 09/15/14		1,250		1,237
225		219		800		779	5.50%, 02/01/18		1,025		998
				1,300		1,274	5.60%, 05/15/18		1,300		1,274
				5,000		4,715	6.30%, 01/15/38		5,000		4,715
				1,288			Bellsouth Capital Funding Corp.,		1,288
						1,358	7.75%, 02/15/10				1,358
500				700			BellSouth Corp.,		1,200
		496				694	5.20%, 09/15/14				1,190
668				1,685			Bellsouth Telecommunications, Inc.,		2,353
		684				1,726	6.30%, 12/15/15				2,410
							British Telecommunications plc, (United Kingdom),
				5,000		4,879	5.15%, 01/15/13		5,000		4,879
3,270		3,510		4,466		4,794	8.12%, 12/15/10		7,736		8,304
				200			Deutsche Telekom International Finance BV, (Netherlands),		200
						221	8.75%, 06/15/30				221
2,313				4,695			France Telecom S.A., (France),		7,008
		2,465				5,003	7.75%, 03/1/11				7,468
				1,120			GTE Corp.,		1,120
						1,145	7.51%, 04/01/09				1,145
2,233				3,164			Nynex Capital Funding Co.,		5,397
		2,296				3,254	SUB, 8.23%, 10/15/09				5,550
94		96					Nynex Corp., 9.55%, 05/01/10		94		96
							Sprint Capital Corp.,
				1,665		1,544	6.90%, 05/01/19		1,665		1,544
319		319		1,680		1,680	7.63%, 01/30/11		1,999		1,999
718		723		560		564	8.38%, 03/15/12		1,278		1,287
				1,534		1,492	8.75%, 03/15/32		1,534		1,492
							Telecom Italia Capital S.A., (Luxembourg),
800		725		2,100		1,903	4.95%, 09/30/14		2,900		2,628
700		654		1,600		1,496	5.25%, 11/15/13		2,300		2,150
250		244		1,875		1,834	7.00%, 06/04/18		2,125		2,078
700				3,300			Telefonica Emisiones S.A.U., (Spain),		4,000
		701				3,304	5.86%, 02/4/13				4,005

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund	JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)	Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

1,117				1,512			TELUS Corp., (Canada),		2,629
		1,196				1,619	8.00%, 06/01/11				2,815
							Verizon Communications, Inc.,
200		191		1,000		956	5.50%, 02/15/18		1,200		1,147
				250		245	5.55%, 02/15/16		250		245
798				3,650			Verizon Florida LLC,		4,448
		813				3,720	6.13%, 01/15/13				4,533
							Verizon Global Funding Corp.,
4,187		4,438		4,621		4,898	7.25%, 12/01/10		8,808		9,336
				1,540		1,668	7.38%, 09/01/12		1,540		1,668
				823			Verizon Maryland, Inc.,		823
						842	6.13%, 03/01/12				842
300				600			Verizon New England, Inc.,		900
		289				577	4.75%, 10/01/13				866
				880			Verizon New York, Inc.,		880
						866	7.38%, 04/01/32				866
				1,232			Verizon Pennsylvania, Inc.,		1,232
						1,370	8.35%, 12/15/30				1,370
1,595				1,193			Verizon Virginia, Inc.,		2,788
		1,535				1,148	4.63%, 03/15/13				2,683

		24,890				67,808					92,698


							Electric Utilities — 1.3%
							Alabama Power Co.,
319		325		392		399	4.70%, 12/01/10		711		724
				700		705	6.13%, 05/15/38		700		705
				392			Appalachian Power Co.,		392
						398	6.60%, 05/01/09				398
				1,110			Arizona Public Service Co.,		1,110
						991	4.65%, 05/15/15				991
917				1,260			Carolina Power & Light Co.,		2,177
		939				1,291	5.13%, 09/15/13				2,230
550				1,300			CenterPoint Energy Houston Electric LLC,		1,850
		536				1,267	5.75%, 01/15/14				1,803
300				1,400			Cleveland Electric Illuminating Co. (The),		1,700
		328				1,530	7.88%, 11/01/17				1,858
250				1,300			Columbus Southern Power Co.,		1,550
		250				1,299	6.05%, 05/1/18				1,549
175				750			Connecticut Light & Power Co.,		925
		175				749	5.65%, 05/1/18				924
							Duke Energy Carolinas LLC,
1,795		1,796		2,800		2,801	4.20%, 10/01/08 (c)		4,595		4,597
				1,400		1,372	5.10%, 04/15/18 (c)		1,400		1,372
1,595		1,653		2,016		2,089	5.63%, 11/30/12		3,611		3,742
				3,100			Duke Energy Indiana, Inc.,		3,100
						3,092	6.35%, 08/15/38				3,092
1,595				2,814			Exelon Generation Co. LLC,		4,409
		1,656				2,923	6.95%, 06/15/11				4,579
							Florida Power & Light Co.,
				500		496	5.95%, 10/01/33 (c)		500		496
				1,000		991	5.95%, 02/01/38 (c)		1,000		991
							Florida Power Corp.,
				500		504	4.80%, 03/01/13		500		504
175		178		950		967	5.65%, 06/15/18		1,125		1,145
				700		712	6.40%, 06/15/38		700		712
150				750			FPL Group Capital, Inc.,		900
		154				769	5.35%, 06/15/13				923
163				229			Kiowa Power Partners LLC,		392
		161				226	4.81%, 12/30/13 (e)				387
150				550			Midamerican Energy Co.,		700
		146				535	5.30%, 03/15/18				681
150				800			Nevada Power Co.,		950
		152				814	6.50%, 08/01/18				966
				2,560			Nisource Finance Corp.,		2,560
						2,543	6.15%, 03/01/13				2,543
330				1,650			Pacific Gas & Electric Co.,		1,980
		329				1,645	5.63%, 11/30/17				1,974
							Pacificorp,
				1,600		1,600	4.30%, 09/15/08		1,600		1,600
125		134					6.90%, 11/15/11		125		134
100				800			Peco Energy Co.,		900
		99				792	5.35%, 03/01/18				891
				675			Pepco Holdings, Inc.,		675
						689	6.45%, 08/15/12				689
				1,320			Potomac Electric Power Co.,		1,320
						1,308	6.50%, 11/15/37				1,308
							PSEG Power LLC,
				2,190		2,118	5.50%, 12/01/15		2,190		2,118
869		918		1,322		1,396	7.75%, 04/15/11		2,191		2,314
				1,255		1,523	8.63%, 04/15/31		1,255		1,523
50				225			Public Service Co. of Colorado,		275
		51				230	5.80%, 08/1/18				281

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

					3,350			Public Service Co. of Oklahoma,		3,350
							3,187	6.63%, 11/15/37				3,187
	200				625			Public Service Electric & Gas Co.,		825
			198				620	5.30%, 05/1/18				818
								Southern California Edison Co.,
					1,400		1,415	5.50%, 08/15/18		1,400		1,415
					645		640	5.95%, 02/01/38		645		640
								Spectra Energy Capital LLC,
	700		689		2,000		1,968	5.50%, 03/01/14		2,700		2,657
	100		98		250		245	5.67%, 08/15/14		350		343
					3,645		3,765	6.25%, 02/15/13		3,645		3,765
					980		1,056	8.00%, 10/01/19		980		1,056
								Virginia Electric and Power Co.,
	400		402		2,150		2,160	5.10%, 11/30/12		2,550		2,562
	1,000		973		3,600		3,504	5.40%, 04/30/18		4,600		4,477
					800		810	5.95%, 09/15/17		800		810

			12,340				60,134					72,474


								Electronic Equipment & Instruments — 0.0% (g)
	120				1,000			Arrow Electronics, Inc.,		1,120
			124				1,031	6.88%, 07/01/13				1,155


								Food & Staples Retailing — 0.2%
	1,196				1,680			Kroger Co. (The),		2,876
			1,249				1,755	8.05%, 02/01/10				3,004
					2,930			Safeway, Inc.,		2,930
							2,930	4.13%, 11/01/08				2,930
								Wal-Mart Stores, Inc.,
	560		562		1,260		1,264	4.25%, 04/15/13		1,820		1,826
					1,200		1,043	5.25%, 09/01/35		1,200		1,043
					1,050		1,039	6.20%, 04/15/38		1,050		1,039
					700		805	7.55%, 02/15/30		700		805

			1,811				8,836					10,647


								Food Products — 0.3%
								Kellogg Co.,
	200		196		1,300		1,276	4.25%, 03/06/13		1,500		1,472
	500		508		2,100		2,132	5.13%, 12/03/12		2,600		2,640
								Kraft Foods, Inc.,
	1,200		1,178		3,050		2,996	6.13%, 02/01/18		4,250		4,174
	1,000		981		2,400		2,354	6.13%, 08/23/18		3,400		3,335
					1,600		1,565	6.88%, 02/01/38		1,600		1,565
					2,700		2,643	6.88%, 01/26/39		2,700		2,643

			2,863				12,966					15,829


								Gas Utilities — 0.2%
	100				220			Atmos Energy Corp.,		320
			98				216	5.13%, 01/15/13				314
	100				430			CenterPoint Energy Resources Corp.,		530
			96				414	6.13%, 11/1/17				510
	638				1,008			KeySpan Gas East Corp.,		1,646
			667				1,054	7.88%, 02/01/10				1,721
	350				1,600			Schlumberger Technology Corp.,		1,950
			377				1,722	6.50%, 04/15/12 (e)				2,099
	1,037		1,047					Southern California Gas Co., 4.80%, 10/01/12		1,037		1,047
	70							Texas Eastern Transmission LP, 7.30%,		70
			74					12/1/2010				74
								TransCanada Pipelines Ltd., (Canada),
	365		346		1,150		1,091	4.00%, 06/15/13		1,515		1,437
					1,500		1,354	6.20%, 10/15/37		1,500		1,354
	500		505					6.50%, 08/15/18		500		505
					2,100		2,153	7.25%, 08/15/38		2,100		2,153

			3,210				8,004					11,214


								Health Care Equipment & Supplies — 0.0% (g)
	100				400			Baxter International, Inc.,		500
			97				388	4.63%, 03/15/15				485


								Hotels, Restaurants & Leisure — 0.0% (g)
	300				1,725			McDonald’s Corp.,		2,025
			299				1,720	4.30%, 03/01/13				2,019


								Household Durables — 0.0% (g)
					1,485			Centex Corp.,		1,485
							1,203	5.70%, 05/15/14				1,203


								Household Products — 0.0% (g)
	183				824			Procter & Gamble Co. — ESOP,		1,007
			227				1,022	9.36%, 01/01/21				1,249

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

								Industrial Conglomerates — 0.0% (g)
	250				1,100			Siemens Financieringsmaatschappij N.V., (Netherlands),		1,350
			252				1,107	5.75%, 10/17/16 (e)				1,359


								Insurance — 1.2%
								American International Group, Inc.,
	1,515		1,343		2,184		1,936	4.25%, 05/15/13 (c)		3,699		3,279
	300		246		2,500		2,054	5.45%, 05/18/17		2,800		2,300
					1,425		1,206	5.60%, 10/18/16		1,425		1,206
	2,393				3,248			ASIF Global Financing XIX,		5,641
			2,258				3,065	4.90%, 01/17/13 (e)				5,323
	1,795				3,360			ASIF Global Financing XXIII,		5,155
			1,792				3,354	3.90%, 10/22/08 (e)				5,146
								Berkshire Hathaway Finance Corp.,
	1,000		1,004		2,800		2,810	4.60%, 05/15/13 (e)		3,800		3,814
	150		152		600		607	5.00%, 08/15/13 (e)		750		759
	700		697		5,500		5,474	5.40%, 05/15/18 (e)		6,200		6,171
	200				930			Chubb Corp.,		1,130
			192				892	5.75%, 05/15/18				1,084
	1,595				2,520			Jackson National Life Global Funding,		4,115
			1,661				2,624	6.13%, 05/30/12 (e)				4,285
	957				1,400			John Hancock Global Funding II,		2,357
			956				1,399	3.50%, 01/30/09 (e)				2,355
					2,980			Liberty Mutual Group, Inc.,		2,980
							2,801	5.75%, 03/15/14 (c) (e)				2,801
	700				2,500			MetLife Life and Annuity Co. of Connecticut,		3,200
			646				2,308	5.13%, 08/15/14 (e)				2,954
					815			MetLife, Inc.,		815
							817	6.82%, 08/15/18				817
								Metropolitan Life Global Funding I,
	873		864		1,624		1,607	5.20%, 09/18/13 (e)		2,497		2,471
					750		760	5.75%, 07/25/11 (e)		750		760
	1,755				3,360			Monumental Global Funding II,		5,115
			1,742				3,335	4.38%, 07/30/09 (e)				5,077
								Nationwide Financial Services,
					1,130		1,137	5.90%, 07/01/12		1,130		1,137
	479		494		1,182		1,219	6.25%, 11/15/11		1,661		1,713
	877				1,330			New York Life Global Funding,		2,207
			878				1,332	3.88%, 01/15/09 (e)				2,210
								Pacific Life Global Funding,
	917		917		848		848	3.75%, 01/15/09 (e)		1,765		1,765
	500		500		2,000		2,001	5.15%, 04/15/13 (e)		2,500		2,501
								Principal Life Income Funding Trusts,
					1,750		1,755	5.15%, 06/17/11		1,750		1,755
					2,500		2,489	5.30%, 12/14/12		2,500		2,489
								Protective Life Secured Trusts,
	853		844		1,199		1,186	4.00%, 10/07/09		2,052		2,030
	1,595		1,570		3,360		3,307	4.00%, 04/01/11		4,955		4,877
	200				870			Travelers Cos, Inc. (The),		1,070
			192				835	5.80%, 05/15/18				1,027

			18,948				53,158					72,106


								Integrated Telecommunication Services — 0.1%
					2,295			AT&T, Inc.,		2,295
							2,282	5.63%, 06/15/16				2,282
					785			Deutsche Telekom International Finance BV, (Netherlands),		785
							766	5.25%, 07/22/13				766
					1,000			France Telecom S.A., (France),		1,000
							1,199	8.50%, 03/1/31				1,199
					1,415			Telecom Italia Capital S.A., (Luxembourg),		1,415
							1,415	4.00%, 11/15/08				1,415

							5,662					5,662


								IT Services — 0.1%
	350				2,600			Electronic Data Systems Corp.,		2,950
			367				2,725	6.00%, 08/1/13				3,092


								Machinery — 0.1%
	350				2,300			Eaton Corp.,		2,650
			347				2,281	5.60%, 05/15/18				2,628
	175				600			Parker Hannifin Corp.,		775
			176				604	5.50%, 05/15/18				780

			523				2,885					3,408


								Media — 0.6%
	570				5,847			Comcast Cable Communications Holdings, Inc.,		6,417
			630				6,458	8.38%, 03/15/13				7,088
	2,951				4,088			Comcast Cable Holdings LLC,		7,039
			3,319				4,599	9.80%, 02/01/12				7,918
								Comcast Corp.,
	479		481		2,095		2,105	5.50%, 03/15/11		2,574		2,586
	200		195		1,100		1,075	5.90%, 03/15/16		1,300		1,270

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

	718				1,022			Cox Communications, Inc.,		1,740
			758				1,078	7.75%, 11/01/10				1,836
					2,415			Historic TW, Inc.,		2,415
							2,765	9.15%, 02/01/23				2,765
					900			News America, Inc.,		900
							975	7.25%, 05/18/18				975
					1,337			TCI Communications, Inc.,		1,337
							1,303	7.13%, 02/15/28				1,303
	225				900			Thomson Reuters Corp., (Canada),		1,125
			228				912	5.95%, 07/15/13				1,140
	500				1,200			Time Warner Cable, Inc.,		1,700
			477				1,146	5.85%, 05/01/17				1,623
								Time Warner Entertainment Co. LP,
					2,020		2,205	8.38%, 03/15/23		2,020		2,205
	877		999		1,288		1,467	10.15%, 05/01/12		2,165		2,466
					255			Time Warner, Inc.,		255
							257	7.70%, 05/01/32				257

			7,087				26,345					33,432


								Metals & Mining — 0.1%
								Alcoa, Inc.,
	805		746		1,385		1,283	5.55%, 02/01/17		2,190		2,029
	400		400		2,400		2,403	6.00%, 07/15/13		2,800		2,803
	600				2,800			Rio Tinto Finance USA Ltd., (Australia),		3,400
			605				2,823	5.88%, 07/15/13				3,428

			1,751				6,509					8,260


								Multiline Retail — 0.1%
					1,800			Nordstrom, Inc.,		1,800
							1,631	7.00%, 01/15/38 (c)				1,631
								Target Corp.,
	600		606					6.00%, 01/15/18		600		606
					1,900		1,963	7.00%, 01/15/38		1,900		1,963

			606				3,594					4,200


								Multi-Utilities — 0.2%
	500				2,750			Aquila, Inc.,		3,250
			580				3,190	14.88%, 07/01/12				3,770
								Dominion Resources, Inc.,
	766		793		1,113		1,152	6.25%, 06/30/12		1,879		1,945
					1,200		1,235	7.00%, 06/15/38		1,200		1,235
	798				2,100			DTE Energy Co.,		2,898
			809				2,129	6.65%, 04/15/09				2,938
					2,300			Sempra Energy,		2,300
							2,284	6.15%, 06/15/18				2,284

			2,182				9,990					12,172


								Oil, Gas & Consumable Fuels — 0.6%
					455			Alberta Energy Co. Ltd., (Canada),		455
							474	7.38%, 11/1/31				474
								Canadian Natural Resources Ltd., (Canada),
	400		390					5.90%, 02/01/18		400		390
					2,000		1,967	6.75%, 02/01/39 (c)		2,000		1,967
					500			Conoco Funding Co., (Canada),		500
							576	7.25%, 10/15/31				576
								ConocoPhillips,
	300		297		1,200		1,190	5.20%, 05/15/18		1,500		1,487
					1,200		1,183	5.90%, 05/15/38		1,200		1,183
	1,874		2,035		2,520		2,737	8.75%, 05/25/10		4,394		4,772
	225				1,000			ConocoPhillips Canada Funding Co. I, (Canada),		1,225
			231				1,027	5.63%, 10/15/16 (c)				1,258
					1,155			Husky Energy, Inc., (Canada),		1,155
							1,117	6.15%, 06/15/19				1,117
					1,230			Kerr-McGee Corp.,		1,230
							1,255	6.95%, 07/01/24				1,255
	150				1,400			Marathon Oil Canada Corp., (Canada),		1,550
			162				1,517	8.38%, 05/1/12				1,679
								Marathon Oil Corp.,
	700		675		2,400		2,314	5.90%, 03/15/18		3,100		2,989
	400		396		2,400		2,374	6.00%, 10/01/17		2,800		2,770
					2,000			Petro-Canada, (Canada),		2,000
							1,903	6.80%, 05/15/38				1,903
					2,045			Pioneer Natural Resources Co.,		2,045
							1,793	5.88%, 07/15/16				1,793
					900			Suncor Energy, Inc., (Canada),		900
							901	6.85%, 06/1/39				901
					300			Tosco Corp.,		300
							360	7.80%, 01/01/27				360
								XTO Energy, Inc.,
	700		669		2,300		2,198	4.63%, 06/15/13		3,000		2,867
	700		703		2,100		2,108	5.75%, 12/15/13		2,800		2,811

			5,558				26,994					32,552

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

								Paper & Forest Products — 0.1%
								International Paper Co.,
	1,316		1,279		1,904		1,850	4.00%, 04/01/10		3,220		3,129
	514		513		879		877	4.25%, 01/15/09		1,393		1,390
					216		207	5.85%, 10/30/12		216		207
	160				700			Weyerhaeuser Co.,		860
			164				719	6.75%, 03/15/12				883

			1,956				3,653					5,609


								Pharmaceuticals — 0.2%
					350			Abbott Laboratories,		350
							354	6.15%, 11/30/37				354
	500				2,700			AstraZeneca plc, (United Kingdom),		3,200
			514				2,776	5.40%, 06/1/14				3,290
								GlaxoSmithKline Capital, Inc.,
	850		856		2,250		2,267	4.85%, 05/15/13		3,100		3,123
					2,100		2,101	6.38%, 05/15/38		2,100		2,101
	175				865			Schering-Plough Corp.,		1,040
			173				852	6.00%, 09/15/17				1,025
					790			Wyeth,		790
							822	6.45%, 02/01/24				822

			1,543				9,172					10,715


								Real Estate Investment Trusts (REITs) — 0.1%
	300				1,750			HRPT Properties Trust,		2,050
			270				1,574	6.65%, 01/15/18				1,844
								Simon Property Group LP,
	275		261		1,500		1,424	5.63%, 08/15/14		1,775		1,685
	350		342		1,770		1,728	6.10%, 05/01/16		2,120		2,070

			873				4,726					5,599


								Real Estate Management & Development — 0.0% (g)
	319				392			ERP Operating LP,		711
			317				389	4.75%, 06/15/09				706


								Road & Rail — 0.2%
								Burlington Northern Santa Fe Corp.,
	785		790		1,375		1,385	6.13%, 03/15/09		2,160		2,175
					700		738	6.75%, 07/15/11		700		738
	798		839		1,425		1,499	7.13%, 12/15/10		2,223		2,338
					300		323	7.29%, 06/01/36		300		323
					400			Erac USA Finance Co.,		400
							339	6.38%, 10/15/17 (e)				339
								Norfolk Southern Corp.,
					299		271	5.59%, 05/17/25		299		271
					871		786	5.64%, 05/17/29		871		786
					326		350	7.25%, 02/15/31		326		350
	135		152					7.70%, 05/15/17		135		152
					34		38	7.80%, 05/15/27		34		38
								Union Pacific Corp.,
	175		166					4.88%, 01/15/15		175		166
	200		194		1,600		1,551	5.65%, 05/01/17		1,800		1,745
	450		427		1,250		1,185	5.70%, 08/15/18		1,700		1,612

			2,568				8,465					11,033


								Software — 0.1%
								Oracle Corp.,
	620		618		1,700		1,694	5.25%, 01/15/16		2,320		2,312
	600		601		2,800		2,808	5.75%, 04/15/18		3,400		3,409
					850		859	6.50%, 04/15/38		850		859

			1,219				5,361					6,580


								Specialty Retail — 0.1%
	1,000				3,600			Home Depot, Inc.,		4,600
			905				3,257	5.40%, 03/01/16				4,162


								Thrifts & Mortgage Finance — 0.3%
					784			Bank United,		784
							689	8.00%, 03/15/09				689
								Countrywide Home Loans, Inc.,
	3,190		2,858		3,080		2,759	4.00%, 03/22/11		6,270		5,617
					230		220	4.13%, 09/15/09		230		220
	1,196				1,400			Wachovia Mortgage FSB,		2,596
			1,183				1,384	4.50%, 06/15/09				2,567
								Washington Mutual Bank,
	299		179					5.65%, 08/15/14		299		179
	1,196		861		980		706	6.88%, 06/15/11		2,176		1,567
								Washington Mutual, Inc.,
	1,085		776		2,921		2,089	4.20%, 01/15/10		4,006		2,865
					1,000		490	4.63%, 04/01/14		1,000		490
					1,000		595	5.25%, 09/15/17		1,000		595

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund			JPMorgan Core Bond Fund				Combined Pro Forma			Combined Pro Forma

Principal ($)		Value ($)		Principal ($)			Value ($)			Security Description	Principal ($)			Value ($)

	300		153		1,500			765		7.25%, 11/01/17		1,800			918

			6,010					9,697							15,707


										Water Utilities — 0.0% (g)
	300				1,725					American Water Capital Corp.,		2,025
			290					1,669		6.09%, 10/15/17					1,959


										Wireless Telecommunication Services — 0.2%
										New Cingular Wireless Services, Inc.,
	1,436		1,536		4,047			4,329		7.88%, 03/01/11		5,483			5,865
					1,215			1,451		8.75%, 03/01/31		1,215			1,451
	1,650				2,500					Sprint Nextel Corp.,		4,150
			1,506					2,281		6.00%, 12/01/16					3,787
	400				1,650					Vodafone Group plc, (United Kingdom),		2,050
			378					1,560		5.00%, 09/15/15					1,938

			3,420					9,621							13,041

										Total Corporate Bonds
			270,622					778,335		(Cost $273,800, $797,235 and $1,071,035, respectively)					1,048,957


										Foreign Government Securities — 0.5%
										Province of Quebec, (Canada),
	2,393		2,424		6,441			6,524		5.75%, 02/15/09 (c)		8,834			8,948
					560			694		SUB, 7.37%, 03/06/26		560			694
										United Mexican States, (Mexico),
	1,475		1,476		2,313			2,315		4.63%, 10/08/08		3,788			3,791
					4,881			5,691		7.50%, 04/08/33		4,881			5,691
					2,035			2,100		5.88%, 01/15/14		2,035			2,100
	1,293		1,363		2,105			2,219		6.38%, 01/16/13		3,398			3,582
	850		912							6.63%, 03/03/15		850			912
					2,925			3,678		8.30%, 08/15/31		2,925			3,678

										Total Foreign Government Securities
			6,175					23,221		(Cost $6,047, $21,458 and $27,505 respectively)					29,396


										Mortgage Pass-Through Securities — 11.9%
										Federal Home Loan Mortgage Corp.
					3,570			3,590		ARM, 4.14%, 04/01/34		3,570			3,590
					1,942			1,964		ARM, 4.30%, 12/01/33		1,942			1,964
					1,809			1,826		ARM, 5.05%, 08/01/35		1,809			1,826
	71		72							ARM, 5.13%, 07/01/26		71			72
					2,773			2,816		ARM, 5.17%, 02/01/36		2,773			2,816
					513			525		ARM, 5.18%, 09/01/32		513			525
					3,462			3,520		ARM, 5.43%, 07/01/37		3,462			3,520
					1,294			1,320		ARM, 5.58%, 01/01/37		1,294			1,320
					2,672			2,730		ARM, 5.72%, 11/01/36		2,672			2,730
					6,009			6,143		ARM, 5.89%, 10/01/36		6,009			6,143
					848			865		ARM, 5.92%, 02/01/37		848			865
					125			127		ARM, 5.93%, 04/01/30		125			127
					186			188		ARM, 6.00%, 07/01/19		186			188
	338		341							ARM, 6.11%, 01/01/27		338			341
										Federal Home Loan Mortgage Corp. Gold Pools, 15 Year, Single Family
	1,690		1,630		10,524			10,178		4.00%, 04/01/14 - 05/01/19		12,214			11,808
	649		639		5,860			5,767		4.50%, 08/01/18 - 10/01/18		6,509			6,406
	784		786		36,622			36,670		5.00%, 10/01/17 - 12/01/17		37,406			37,456
	193		197		27,504			27,990		5.50%, 06/01/17 - 06/01/20		27,697			28,187
	268		276		41,891			42,901		6.00%, 04/01/18		42,159			43,177
	1,495		1,549		13,538			14,032		6.50%, 07/01/16 - 03/01/22		15,033			15,581
	149		155		121			127		7.00%. 08/01/10 - 04/01/17		270			282
	99		102		383			396		7.50%, 08/01/09 - 11/01/15		482			498
	28		29		108			121		8.50%, 01/01/10 - 11/01/15		136			150
										Federal Home Loan Mortgage Corp. Gold Pools, 20 Year, Single Family
	199		203		744			761		6.00%, 12/01/22		943			964
	353		367		2,070			2,154		6.50%, 12/01/13 - 11/01/22		2,423			2,521
										Federal Home Loan Mortgage Corp. Gold Pools, 30 Year, Single Family
					6,979			6,346		4.00%, 10/01/33		6,979			6,346
					38,181			36,907		5.00%, 01/01/34 - 03/01/35		38,181			36,907
	1,432		1,420		8,841			8,766		5.50%, 10/01/33 - 07/01/35		10,273			10,186
	863		874		3,353			3,404		6.00%, 10/01/29 - 01/01/34		4,216			4,278
					8,230			8,500		6.50%, 08/01/29 - 11/01/36		8,230			8,500
	95		100		473			497		7.00%, 04/01/22 - 08/01/32		568			597
	67		73							7.50%, 08/01/25		67			73
	83		89							8.00%, 07/01/20 - 11/01/24		83			89
	221		245							8.50%, 07/01/28		221			245
										Federal Home Loan Mortgage Corp. Gold Pools, Other
					2,034			2,079		6.50%, 06/01/37		2,034			2,079
					78			81		7.00%, 07/01/29		78			81
										Federal Home Loan Mortgage Corp., 30 Year, Single Family
					—	(h)		—	(h)	7.50%, 07/01/16		—	(h)		—	(h)
	40		44		39			43		12.00%, 08/01/15 - 07/01/19		79			87
										Federal National Mortgage Association
					1,188			1,198		ARM, 4.07%, 04/01/34		1,188			1,198
					1,774			1,776		ARM, 4.11%, 09/01/33		1,774			1,776
					983			982		ARM, 4.12%, 01/01/34		983			982

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

					1,531		1,537	ARM, 4.18%. 08/01/35		1,531		1,537
					3,043		3,037	ARM, 4.21%, 09/01/33		3,043		3,037
					2,464		2,475	ARM, 4.24%, 08/01/33		2,464		2,475
					571		577	ARM, 4.27%, 05/01/35		571		577
					429		434	ARM, 4.31%, 07/01/34		429		434
	152		151		309		308	ARM, 4.44%, 09/01/27		461		459
					2,053		2,062	ARM, 4.47%, 01/01/36 - 11/01/34		2,053		2,062
	160		160		302		302	ARM, 4.60%, 03/01/29		462		462
	404		407					ARM, 4.62%, 09/01/34		404		407
					6,543		6,541	ARM, 4.65%, 04/01/35		6,543		6,541
					2,021		2,023	ARM, 4.71%, 09/01/35		2,021		2,023
					2,220		2,237	ARM, 4.74%, 11/01/34		2,220		2,237
	1,431		1,438		13,999		14,063	ARM, 4.83%, 01/01/35		15,430		15,501
					2,512		2,507	ARM, 4.88%, 01/01/34		2,512		2,507
					1,089		1,098	ARM, 4.92%, 02/01/35		1,089		1,098
					1,705		1,726	ARM, 4.93%, 08/01/34		1,705		1,726
					1,453		1,471	ARM, 4.98%, 08/01/34		1,453		1,471
					2,355		2,368	ARM, 4.99%, 01/01/35		2,355		2,368
					6,108		6,173	ARM, 5.01%, 03/01/35 - 05/01/35		6,108		6,173
					2,050		2,092	ARM, 5.09%, 10/01/34		2,050		2,092
					3,333		3,388	ARM, 5.12%, 11/01/33		3,333		3,388
					3,734		3,720	ARM, 5.15%, 10/01/34		3,734		3,720
					1,591		1,622	ARM, 5.22%, 01/01/19 - 02/01/36		1,591		1,622
					2,633		2,675	ARM, 5.29%, 09/01/36		2,633		2,675
	1,444		1,443		4,044		4,041	ARM, 5.43%, 06/01/36		5,488		5,484
	63		64		69		70	ARM, 5.52%, 03/01/19		132		134
	31		31					ARM, 5.54%, 06/01/26		31		31
					3,478		3,540	ARM, 5.69%, 01/01/37		3,478		3,540
	17		18					ARM, 6.79%, 08/01/19		17		18
								Federal National Mortgage Association, 15 Year, Single Family
					904		837	3.50%, 04/01/19		904		837
	1,685		1,606		13,586		12,950	4.00%, 07/01/18 - 12/01/20		15,271		14,556
	9,768		9,622		63,622		62,620	4.50%, 05/01/18 - 12/01/19		73,390		72,242
	7,096		7,115		54,567		54,712	5.00%, 12/01/16 - 10/01/19		61,663		61,827
	469		478		78,816		80,207	5.50%, 02/01/18 - 07/01/20		79,285		80,685
					16,419		16,901	6.00%, 06/01/16 - 07/01/21		16,419		16,901
	1,429		1,486		1,096		1,139	6.50%, 12/01/10 - 08/01/20		2,525		2,625
	17		17		1,261		1,322	7.00%, 06/01/10 - 09/01/17		1,278		1,339
	234		245		116		121	7.50%, 10/01/12 - 03/01/17		350		366
	171		179		292		306	8.00%, 11/01/12 - 11/01/15		463		485
								Federal National Mortgage Association, 20 Year, Single Family
					1,741		1,782	6.00%, 02/01/14 - 04/01/24		1,741		1,782
					3,528		3,674	6.50% - 05/01/22 - 12/01/22		3,528		3,674
								Federal National Mortgage Association, 30 Year, FHA / VA
					104		109	7.00%, 02/01/33		104		109
					170		184	8.00%, 06/01/28		170		184
					171		187	9.00%, 05/01/18 - 12/01/25		171		187
								Federal National Mortgage Association, 30 Year, Single Family
					2,489		2,263	4.00%, 12/01/33		2,489		2,263
					4,933		4,612	4.50%, 11/01/33 - 02/01/35		4,933		4,612
	2,064		1,998		30,372		29,368	5.00%, 06/01/33 - 09/01/35		32,436		31,366
	3,020		2,999		18,680		18,552	5.50%, 02/01/33 - 03/01/34		21,700		21,551
	1,534		1,557		5,100		5,182	6.00%, 12/01/28 - 09/01/33		6,634		6,739
	796		829		5,016		5,212	6.50%, 03/01/29 - 01/01/36		5,812		6,041
	247		262		1,256		1,321	7.00%, 04/01/17 - 03/01/36		1,503		1,583
	146		157		1,152		1,215	7.50%, 11/01/22 - 01/01/37		1,298		1,372
	479		521		1,990		2,160	8.00%, 03/01/21 - 11/01/28		2,469		2,681
	283		310					8.50%, 07/01/24 - 02/01/30		283		310
	188		207		8		9	9.00%, 09/01/19 - 12/01/30		196		216
	54		60		68		75	9.50%, 12/01/18 - 07/01/28		122		135
	28		32					10.00%, 02/01/24		28		32
	36		40		42		47	12.50%, 01/01/16		78		87
								Federal National Mortgage Association, Other
	698		691		2,833		2,805	4.00%, 09/01/13 - 03/01/14		3,531		3,496
	390		390		2,055		2,055	4.50%, 11/01/14		2,445		2,445
					2,517		2,476	5.00%, 12/01/32 - 08/01/34		2,517		2,476
					1,888		1,907	5.50%, 06/01/12 - 09/01/17		1,888		1,907
	818		852		1,116		1,150	6.50%, 04/01/28 - 04/01/36		1,934		2,002
					1,183		1,230	7.00%, 12/01/36		1,183		1,230
					370		424	10.89%, 04/15/19		370		424
								Government National Mortgage Association II, 30 Year, Single Family
	534		545					6.00%, 3/20/28		534		545
	110		118		210		226	7.50%, 2/20/28 - 09/20/28		320		344
	293		319		286		312	8.00%, 12/20/25 - 10/20/28		579		631
	169		186		94		103	8.50%, 03/20/25 - 05/20/25		263		289
								Government National Mortgage Association, 15 Year, Single Family
	320		332					6.00%, 10/15/17		320		332
	10		10		493		513	6.50%, 07/15/09 - 12/15/17		503		523
	70		74		—		—	7.50%, 02/15/12 - 03/15/12		70		74
	325		345		782		830	8.00%, 08/15/09 - 01/15/16		1,107		1,175
								Government National Mortgage Association, 30 Year, Single Family
					3,877		3,885	5.50%, 06/15/33 - 09/15/34		3,877		3,885

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

	884		903					6.00%, 11/15/28		884		903
	1,308		1,356		1,482		1,535	6.50%, 01/15/24 - 01/15/33		2,790		2,891
	1,607		1,715		2,401		2,540	7.00%, 08/15/23 - 04/15/37		4,008		4,255
	255		274		173		186	7.50%, 11/15/22 - 06/15/32		428		460
	85		93		66		72	8.00%, 05/15/22 - 08/15/28		151		165
	73		79					8.50%, 03/15/17 - 11/15/17		73		79
	102		111		6		7	9.00%, 01/15/09 - 11/15/24		108		118
	195		216					9.50%, 10/15/09 - 12/15/25		195		216
	87		99					12.00%, 11/15/19		87		99

			51,331				638,700	Total Mortgage Pass-Through Securities (Cost $50,711, $638,661 and $689,372, respectively)				690,031


								Municipal Bond — 0.0% (g)
								Illinois — 0.0% (g)
					2,350			State of Illinois, Taxable Pension,		2,350
							2,194	5.10%, 06/1/33				2,194

								(Cost $0, $2,350 and $2,350, respectively)

								Supranationals — 0.0% (g)
	160				560			Corp. Andina de Fomento,		720
			158				554	5.20%, 05/21/13				712
	80							Inter-American Development Bank, 8.40%,		80
			84					9/1/2009				84

			242				554	Total Supranationals (Cost $240, $559 and $799, respectively)				796


								U.S. Government Agency Securities — 0.8%
								Federal Home Loan Bank System,
	5,144		5,158		16,167		16,210	4.72%, 09/20/12		21,311		21,368
	798		817					6.21%, 06/02/09		798		817
								Federal Home Loan Mortgage Corp.,
					1,260		1,343	5.75%, 01/15/12		1,260		1,343
	387		414					6.88%, 9/15/10		387		414
								Federal National Mortgage Association,
	3,190		3,353		2,240		2,355	5.50%, 03/15/11		5,430		5,708
	957		1,031		1,778		1,915	6.13%, 03/15/12		2,735		2,946
	2,672		2,548		4,822		4,598	6.25%, 02/01/11		7,494		7,146
					3,855		4,070	7.25%, 01/15/10		3,855		4,070

			13,321				30,491	Total U.S. Government Agency Securities (Cost $13,300, $30,393 and $43,693, respectively)				43,812


								U.S. Treasury Obligations — 14.7%
								U.S. Treasury Bonds,
					4,685		5,692	6.13%, 11/15/27 (c)		4,685		5,692
					1,000		1,206	6.25%, 08/15/23 (c)		1,000		1,206
					1,120		1,453	7.13%, 02/15/23 (c)		1,120		1,453
					24,490		31,956	7.25%, 08/15/22 (m)		24,490		31,956
					1,142		1,444	7.50%, 11/15/16		1,142		1,444
					1,680		2,321	7.63%, 02/15/25		1,680		2,321
					8,717		11,771	7.88%, 02/15/21 (m)		8,717		11,771
	1,300		1,771		10,070		13,720	8.75%, 05/15/17 (c)		11,370		15,491
					4,789		6,831	8.75%, 08/15/20		4,789		6,831
					5,000		6,888	8.88%, 08/15/17 (c)		5,000		6,888
					336		473	8.88%, 02/15/19 (c)		336		473
					4,094		5,755	9.88%, 11/15/15 (m)		4,094		5,755
					1,000		1,443	10.63%, 08/15/15 (c)		1,000		1,443
					3,650		5,325	11.25%, 02/15/15 (m)		3,650		5,325
	18,227		20,253		13,721		15,246	11.75%, 11/15/14 (m)		31,948		35,499
	1,042		1,140		3,095		3,385	12.50%, 08/15/14 (m)		4,137		4,525
								U.S. Treasury Bonds Coupon STRIPS,
					1,150		1,146	11/15/08 (c)		1,150		1,146
					1,500		1,464	11/15/09		1,500		1,464
	500		485		5,070		4,918	02/15/10 (c)		5,570		5,403
	12,348		11,624		22,233		20,930	02/15/11 (c)		34,581		32,554
	2,000		1,853		8,820		8,170	08/15/11 (c)		10,820		10,023
	239		216					02/15/12 (c)		239		216
	2,750		2,483		2,157		1,948	05/15/12 (c)		4,907		4,431
	399		355					8/15/2012		399		355
	4,625		4,077		21,507		18,958	11/15/12 (c)		26,132		23,035
	7,976		6,956		36,586		31,907	02/15/13 (c)		44,562		38,863
	1,596		1,367		27,671		23,699	08/15/13		29,267		25,066
	798		676		6,750		5,717	11/15/13		7,548		6,393
	15,773		13,226		25,553		21,426	02/15/14 (m)		41,326		34,652
	8,184		6,789		13,929		11,555	05/15/14 (m)		22,113		18,344
	15,798		12,961		21,764		17,855	08/15/14 (m)		37,562		30,816
	9,437		7,661		23,774		19,299	11/15/14 (c)		33,211		26,960
	300		240		25,409		20,364	02/15/15 (m)		25,709		20,604
	4,500		3,562		5,395		4,270	05/15/15 (c)		9,895		7,832
	498		390		20,193		15,797	08/15/15 (c)		20,691		16,187
	8,048		6,205		32,813		25,297	11/15/15 (c)		40,861		31,502
	18,889		14,385		68,923		52,489	02/15/16		87,812		66,874
	3,478		2,599		18,972		14,178	05/15/16		22,450		16,777

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund		JPMorgan Core Bond Fund		JPMorgan Core Bond Fund			Combined Pro Forma		Combined Pro Forma

Principal ($)		Value ($)		Principal ($)		Value ($)		Security Description	Principal ($)		Value ($)

	1,595		1,177		2,632		1,943	08/15/16		4,227		3,120
					10,661		7,744	11/15/16 (c)		10,661		7,744
					13,834		9,902	02/15/17		13,834		9,902
	4,500		3,176		46,075		32,521	05/15/17 (c)		50,575		35,697
	590		411		15,570		10,842	08/15/17		16,160		11,253
	475		327		32,455		22,343	11/15/17		32,930		22,670
					24,699		16,611	05/15/18 (c)		24,699		16,611
					19,672		12,602	02/15/19 (c)		19,672		12,602
					2,275		1,358	05/15/20		2,275		1,358
					1,008		548	02/15/22 (c)		1,008		548
					7,869		4,071	02/15/23 (c)		7,869		4,071
								U.S. Treasury Bonds Principal STRIPS,
	4,982		4,857		5,317		5,184	11/15/09		10,299		10,041
	6,360		5,632		15,845		14,032	11/15/12		22,205		19,664
					8,096		6,254	11/15/15 (c)		8,096		6,254
								U.S. Treasury Inflation Indexed Bonds,
					13,675		16,851	3.63%, 04/15/28 (m)		13,675		16,851
					3,735		3,766	3.88%, 01/15/09 (c)		3,735		3,766
	7,148		7,516		22,570		23,731	4.25%, 01/15/10		29,718		31,247
								U.S. Treasury Notes,
					1,000		1,014	3.38%, 10/15/09 (c)		1,000		1,014
					12,925		13,085	3.50%, 08/15/09 (c)		12,925		13,085
					4,000		4,079	3.50%, 02/15/10 (c)		4,000		4,079
	400		405					3.63%, 07/15/09		400		405
	100		101		12,290		12,470	4.00%, 06/15/09 (c)		12,390		12,571
			—		3,645		3,805	4.00%, 02/15/14 (c)		3,645		3,805
					3,300		3,495	4.63%, 10/31/11 (c)		3,300		3,495
					3,805		4,127	4.75%, 05/15/14 (c)		3,805		4,127
					500		510	4.88%, 05/15/09 (c)		500		510
					4,000		4,141	6.00%, 08/15/09		4,000		4,141
					33,301		35,377	6.50%, 02/15/10 (m)		33,301		35,377

			144,876				708,702	Total U.S. Treasury Obligations (Cost $140,003, $667,010 and $807,013, respectively)				853,578


Shares				Shares					Shares

								Common Stock — 0.0% (g)
								Independent Power Producers & Energy Traders — 0.0% (g)
					1			Dynegy, Inc., Class A (a) (c)		1
							5	(Cost $—, $— and $—, respectively)				5
			935,514				4,571,973	Total Long-Term Investments (Cost $943,145, $4,616,316 and $5,559,461, respectively)				5,507,487


								Short-Term Investment — 5.4%
								Investment Company — 5.4%
	21,975				261,506			JPMorgan Liquid Assets Money Market Fund, Institutional Class (b)		283,481
			21,975				261,506	(Cost $21,975, $261,506 and $283,481, respectively)				283,481


Principal ($)				Principal ($)					Principal ($)

								Investments of Cash Collateral for Securities on Loan — 3.5%
								Asset-Backed Security — 0.1%
					3,356			GSAA Trust,		3,356
							3,111	Series 2006-3, Class A1, VAR, 2.55%, 09/25/08 (i)				3,111


								Corporate Notes — 1.8%
					9,999			American Express Centurion Bank,		9,999
							9,999	VAR, 2.88%, 09/17/08				9,999
	3,500				11,500			BBVA Senior Finance S.A., (Spain), ,		15,000
			3,500				11,500	VAR, 2.84% 03/12/10				15,000
					2,500			Beta Finance, Inc.,		2,500
							2,477	VAR, 2.13%, 02/20/09 (e) (i) (s)				2,477
	3,000				10,000			General Electric Capital Corp.,		13,000
			2,958				9,859	VAR, 2.15%, 03/12/10				12,817
	3,500				10,000			Monumental Global Funding III,		13,500
			3,436				9,817	VAR, 2.86%, 05/24/10				13,253
					15,000			National Australia Bank Ltd., (Australia),		15,000
							15,000	VAR, 2.88%, 04/06/09 (e)				15,000
	3,000				9,000			Pricoa Global Funding I,		12,000
			2,959				8,877	VAR, 2.16%, 12/15/09				11,836
					11,998			Santander U.S. Debt S.A. Unipersonal,		11,998
							11,999	VAR, 2.93%, 10/21/08				11,999
					15,000			Svenska Handelsbanken AB, (Sweden),		15,000
							15,000	VAR, 3.00%, 02/06/09 (e)				15,000

			12,853				94,528					107,381


								Repurchase Agreements — 1.6%
	9,708				17,273			Banc of America Securities LLC, 2.13%, dated 08/29/08, due 09/02/08, repurchase price $26,987, collateralized by U.S. Government		26,981

See notes to pro forma financial statements



JPMorgan Intermediate Bond Fund		JPMorgan Intermediate Bond Fund			JPMorgan Core Bond Fund		JPMorgan Core Bond Fund				Combined Pro Forma		Combined Pro Forma


Principal ($)		Value ($)			Principal ($)		Value ($)			Security Description	Principal ($)		Value ($)

	7,500		9,708			5,600		17,273		Agency Mortgages with a value of $27,521 Citigroup Global Markets, Inc., 2.14%, dated 08/29/08, due 09/02/08, repurchase price $13,162, collateralized by U.S. Government		13,160		26,981
			7,500					5,660		Agency Mortgages with a value of $13,423				13,160
	10,000									Credit Suisse (USA) LLC, 2.13%, dated 08/29/08, due 09/02/08, repurchase price $10,002, collateralized by U.S. Government		10,000
			10,000							Agency Mortgages with a value of $10,200				10,000
	7,500									Merrill Lynch Securities, Inc., 2.12%, dated 08/29/08, due 09/02/08, repurchase price $7,502, collateralized by U.S. Government		7,500
			7,500							Agency Mortgages with a value of $7,650				7,500
						25,000				Morgan Stanley, 2.12%, dated 08/29/08, due 09/02/08, repurchase price $25,006, collateralized by U.S. Government Agency		25,000
								25,000		Mortgages with a value of $25,500				25,000
	7,500					5,000				UBS Securities LLC, 2.13%, dated 08/29/08, due 09/02/08, repurchase price $12,502, collateralized by U.S. Government Agency		12,500
			7,500					5,000		Mortgages with a value of $13,125				12,500

			42,208					52,933						95,141


			55,061					150,572		Total Investments of Cash Collateral for Securities on Loan (Cost $55,208, $151,287 and $206,495, respectively)				205,633


			1,012,550					4,984,051		Total Investments — 103.3% (Cost $1,020,328, $5,029,109 and $6,049,437, respectively)				5,996,601
			(51,662	)				(141,908	)	Liabilities in Excess of Other Assets — (3.3)%				(193,570	)


			960,888					4,842,143		NET ASSETS — 100.0%				5,803,031

See notes to pro forma financial statements


NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS:

(b)		Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors, Inc.

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

(e)		Security is exempt from registration under Rule 144A of the Securities Act of 1933, as amended. Unless otherwise indicated, this security has been determined to be liquid under procedures established by the Board of Trustees and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

(f)		Security is fair valued in accordance with procedures established by and under the supervision and responsibility of the Board of Trustees. The Fund owns fair valued securities with a value of approximately $368 which amounts to less than 0.0% of total investments.

(g)		Amount rounds to less than 0.1%.

(i)		Security has been deemed illiquid pursuant to procedures approved by the Board of Trustees and may be difficult to sell.

(m)		All or a portion of this security is reserved for current or potential holdings of futures, swaps, options, TBAs, when-issued securities, delayed delivery securities, reverse repurchase agreements and forward currency contracts.

(s)		These holdings represent investments in structured investment vehicles (SIVs). The value of SIVs may be affected by, among other things, changes in: interest rates, the quality of the underlying assets or the market’s assessment thereof, factors concerning interests in and structure of the issuer or the originator of the receivables, or the creditworthiness of the entities that provide credit enhancements. SIVs have experienced decreased liquidity primarily resulting from declines in the market value of certain categories of collateral underlying the SIVs. These holdings were previously determined to be liquid at the time of acquisition of such investments and have since been deemed to be illiquid due to the changes in market conditions.

(y)		Security was purchased prior to its affiliation with JPMorgan Chase & Co.

ARM		Adjustable Rate Mortgage
CMO		Collateralized Mortgage Obligation
ESOP		Employee Stock Ownership Program
FHA		Federal Housing Administration
FHLMC		Federal Home Loan Mortgage Corp.
FNMA		Federal National Mortgage Association
GMAC		General Motors Acceptance Corp.
GO		General Obligation
HB		High Coupon Bonds (aka “IOettes”) represent the right to receive interest payments on an underlying pool of mortgages with similar features as those associated with IO securities. Unlike IO’s, the owner also has a right to receive a very small portion of principal. The high interest rates result from taking interest payments from other classes in the Real Estate Mortgage Investment Conduit trust and allocating them to the small principal of the HB class.
IF		Inverse Floaters represent securities that pay interest at a right that increases (decreases) with a decline (incline) in a specified index. The interest rate shown is the rate in effect as of August 31, 2008. The rate may be subject to a cap and floor.
IO		Interest Only represents the right to receive the monthly interest payment on an underlying pool of mortgage loans. The principal amount show represents the par value on the underlying pool. The yields on these securities exceed yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. These securities are subject to accelerated principal paydowns as a result of prepayment or refinancing of the underlying pool of mortgage instruments. As a result, interest income may be reduced considerably.
PO		Principal Only represents the right to receive the principal portion only on an underlying pool of mortgage loans. The market value of these securities is extremely volatile in response to changes in market interest rates. As prepayments on the underlying mortgages of these securities increase, the yield on these securities increases.
REMICS		Real Estate Mortgage Investment Conduits
STRIPS		Separate Trading of Registered Interest and Principal Securities. The STRIPS Program lets investors hold and trade individual interest and principal components of eligible notes and bonds as separate securities.
SUB		Step-Up Bond. The interest rate shown is the rate in effect as of August 31, 2008.
TBA		To Be Announced
VA		Veterans Administration
VAR		Variable Rate Note. The interest rate shown is the rate in effect as of August 31, 2008.

JPMorgan Intermediate Bond Fund/JPMorgan Core Bond Fund
Pro Forma Combined Statement of Assets and Liabilities
As of August 31, 2008 (Unaudited)
(Amounts in thousands, except per share amount)


	Acquired Portfolio			Acquiring Portfolio

	JPMorgan Intermediate Bond Fund			JPMorgan Core Bond Fund			Pro Forma Adjustments			Pro Forma Combined


ASSETS:
Investments in non-affiliates, at value	$	943,337		$	4,658,538		$	—		$	5,601,875
Investments in affiliates, at value		27,005			272,580			—			299,585
Repurchase agreements, at value		42,208			52,933			—			95,141

Total investment securities, at value		1,012,550			4,984,051			—			5,996,601
Cash		24			1,033			—			1,057
Receivables:
Investment securities sold		4			1,447			—			1,451
Fund shares sold		2,037			29,659			—			31,696
Interest and dividends		7,284			27,990			—			35,274

Total Assets		1,021,899			5,044,180			—			6,066,079

LIABILITIES:
Payables:
Dividends	$	3,031		$	7,877		$	—		$	10,908
Investment securities purchased		569			31,105			—			31,674
Collateral for securities lending program		55,208			151,287			—			206,495
Fund shares redeemed		1,590			8,854						10,444
Accrued liabilities:
Investment advisory fees		228			1,004			(215	) (a)		1,017
Administration fees		25			301			—			326
Shareholder servicing fees		133			591			—			724
Distribution fees		74			353			—			427
Custodian and accounting fees		28			72			—			100
Trustees and Chief Compliance Officer’s fees		4			32			—			36
Other		121			561			215	(a)		897

Total Liabilities		61,011			202,037			—			263,048

Net Assets	$	960,888		$	4,842,143		$	—		$	5,803,031


Net Assets:
Paid in capital	$	998,264		$	4,941,483		$	—		$	5,939,747
Accumulated undistributed (overdistributed) net investment income		(81	)		123			—			42
Accumulated net realized gain (loss) on investments		(29,517	)		(54,405	)		—			(83,922	)
Net unrealized appreciation (depreciation) of investments		(7,778	)		(45,058	)		—			(52,836	)

Total Net Assets	$	960,888		$	4,842,143		$	—		$	5,803,031


Net Assets:
Class A	$	107,623		$	872,849		$	—		$	980,472	(b)
Class B		45,218			77,174			—			122,392	(b)
Class C		35,362			191,776			—			227,138	(b)
Class R5		—			204,785			—			204,785
Select Class		646,159			2,753,199			—			3,399,358	(b)
Ultra		126,526			742,360			—			868,886	(b)

Total Net Assets	$	960,888		$	4,842,143		$	—		$	5,803,031


Outstanding units of beneficial interest (shares) ($0.0001 par value; unlimited number of shares authorized):
Class A		10,398			82,089			(276	) (c)		92,211
Class B		4,439			7,264			(183	) (c)		11,520
Class C		3,471			17,949			(161	) (c)		21,259
Class R5		—			19,287			—	(c)		19,287
Select Class		62,486			259,116			(1,673	) (c)		319,929
Ultra		12,232			69,851			(327	) (c)		81,756

Net asset value per share
Class A - Redemption price per share	$	10.35		$	10.63			—		$	10.63
Class B - Offering price per share (d)	$	10.19		$	10.62			—		$	10.62
Class C - Offering price per share (d)	$	10.19		$	10.68			—		$	10.68
Class R5 - Offering and redemption price per share				$	10.62			—		$	10.62
Select Class - Offering and redemption price per share	$	10.34		$	10.63			—		$	10.63
Ultra - Offering and redemption price per share	$	10.34		$	10.63			—		$	10.63
Class A maximum sales charge		3.75	%		3.75	%		—			3.75	%
Class A maximum public offering price per share [net asset value per share/(100% - maximum sales charge)]	$	10.75		$	11.04			—		$	11.04

Cost of investments in non-affiliates	$	993,321		$	4,756,463			—		$	5,749,784
Cost of Investments in affiliates		27,007			272,646			—			299,653
Value of securities on loan		54,073			148,073			—			202,146

(b) Reflects total combined net assets due to the merger.

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

See notes to pro forma financial statements

JPMorgan Intermediate Bond Fund/JPMorgan Core Bond Fund
Pro Forma Combined Statement of Operations
For the Twelve Month Period Ended August 31, 2008 (Unaudited)
(Amounts in thousands)


	JPMorgan Intermediate Bond Fund			JPMorgan Core Bond Fund			Pro Forma Adjustments			Pro Forma Combined


INVESTMENT INCOME:
Dividend income from affiliates	$	527		$	9,340					$	9,867
Interest income		52,909			221,324						274,233
Interest income from affiliates		87			259						346
Income from securities lending (net)		408			2,039						2,447

Total investment income		53,931			232,962						286,893

EXPENSES:
Investment advisory fees		2,960			12,900			(14	) (a)		15,846
Administration fees		991			4,325			(34	) (a)		5,282
Distribution fees - Class A		289			1,911			(2	) (a)		2,198
Distribution fees - Class B		375			567				(a)		942
Distribution fees - Class C		281			1,047			(2	) (a)		1,326
Shareholder servicing fees - Class A		289			1,911			(2	) (a)		2,198
Shareholder servicing fees - Class B		125			190			(1	) (a)		314
Shareholder servicing fees - Class C		93			348			1	(a)		442
Shareholder servicing fees - Class R5		—			78			1	(a)		79
Shareholder servicing fees - Select Class		1,645			6,031			(7	) (a)		7,669
Custodian and accounting fees		101			317						418
Interest expense		8			—						8
Professional fees		94			148			(105	) (b)		137
Trustees’ and Chief Compliance Officer’s fees		16			48						64
Printing and mailing costs		48			422			(14	) (b)		456
Registration and filing fees		54			238			(60	) (b)		232
Transfer agent fees		411			2,295						2,706
Other		29			82						111

Total expenses		7,809			32,858			(239	)		40,428
Less amounts waived		(1,294	)		(5,918	)		(386	) (a)		(7,598	)
Less earnings credits		(5	)		(11	)		—			(16	)
Less reimbursements for legal matters		1			1			—			2

Net expenses		6,511			26,930			(625	)		32,816

Net investment income (loss)		47,420			206,032			625			254,077


REALIZED/UNREALIZED GAINS (LOSSES):
Net realized gain (loss) on transactions from:
Investments in non-affiliates		(9,227	)		(4,115	)					(13,342	)
Payments by Affiliates		69			159						228

Net realized gain (loss)		(9,158	)		(3,956	)		—			(13,114	)

Change in net unrealized appreciation (depreciation) of:
Investments in non-affiliates		12,171			(9,246	)		—			2,925
Investments in affiliates		81			343			—			424

Change in net unrealized appreciation (depreciation)		12,252			(8,903	)		—			3,349


Net realized/unrealized gains (losses)		3,094			(12,859	)		—			(9,765	)


Change in net assets resulting from operations	$	50,514		$	193,173		$	625		$	244,312

(a) Based on the contract in effect for the surviving fund.

(b) Decrease due to the elimination of duplicate expenses achieved by merging the funds.

See notes to pro forma financial statements

JPMorgan Intermediate Bond Fund
JPMorgan Core Bond Fund
Notes to Pro Forma Financial Statements (unaudited)
August 31, 2008

1. Basis of Combination

The accompanying unaudited Pro Forma Combined Portfolio of Investments, Pro Forma Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of Operations (“Pro Forma statements”) for the twelve months ended August 31, 2008, reflect the accounts of JPMorgan Intermediate Bond Fund, a separate fund of JPMorgan Trust II (“Intermediate Bond Fund”), and JPMorgan Core Bond Fund, a separate fund of JPMorgan Trust II (“Core Bond Fund”), each a “Fund” and collectively, the “Funds”. Following the combination, the Core Bond Fund will be the accounting survivor.

Under the terms of Agreement and Plan of Reorganization, the exchange of assets of Intermediate Bond Fund for shares of Core Bond Fund will be treated as a tax-free reorganization and accordingly, the tax-free reorganization will be accounted for in an as-if pooling of interests and accordingly, will be accounted for by the method of accounting for tax free mergers of investment companies. The combination would be accomplished by an acquisition of the net assets of Class A shares, Class B shares, Class C shares, Select Class shares and Ultra shares of Intermediate Bond Fund in exchange for Class A shares, Class B shares, Class C shares, Select Class shares and Ultra shares of Core Bond Fund, respectively, at net asset value. The Pro Forma statements have been prepared as though the combination had been effective on August 31, 2008. The unaudited Pro Forma Statement of Operations reflects the results of the Funds for the twelve months ended August 31, 2008, as if the reorganization occurred on September 1, 2007. These Pro Forma statements have been derived from the books and records of the Funds utilized in calculating daily net asset values at the dates indicated above in conformity with U.S. generally accepted accounting principles. The historical cost of investment securities will be carried forward to the surviving entity and the results of operations for pre-combination periods of Core Bond Fund will not be restated. The fiscal year end is the end of February for Intermediate Bond Fund and Core Bond Fund.

2. Summary of Significant Accounting Policies

The following is a summary of significant accounting policies which are consistently followed by Intermediate Bond Fund and Core Bond Fund in the preparation of its financial statements. Each of the Funds has substantially the same accounting policies, which are detailed in the historical financial statements referenced above in Note 1. The policies are in conformity with generally accepted accounting principles. Preparation of the financial statements includes the use of management estimates. Actual results could differ from those estimates.

JPMorgan Intermediate Bond Fund
JPMorgan Core Bond Fund
Notes to Pro Forma Financial Statements (unaudited)
August 31, 2008

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of August 31, 2008 in valuing the Fund’s assets and liabilities carried at fair value (amounts in thousands):

Intermediate Bond Fund


Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	64,183	$	—
Level 2		948,367		—
Level 3		—		—
Total	$	1,012,550	$	—

Core Bond Fund

Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	314,444	$	—
Level 2		4,669,239		—
Level 3		368		—
Total	$	4,984,051	$	—

Combined Portfolio

Valuation Inputs	Investment In Securities		Other Financial Instruments*

Level 1	$	378,627	$	—
Level 2		5,617,606		—
Level 3		368		—
Total	$	5,996,601	$	—

JPMorgan Intermediate Bond Fund
JPMorgan Core Bond Fund
Notes to Pro Forma Financial Statements (unaudited)
August 31, 2008

* Other financial instruments include futures, forwards and swap contracts.

SFAS 157 also requires a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining fair value (amounts in thousands):

Core Bond Fund


	Investments in Securities		Other Financial Instruments*

Balance as of 9/1/07	$	—	$	—
Realized gain (loss)		—		—
Change in unrealized appreciation (depreciation)		—		—
Net amortization/accretion		—		—
Net purchases (sales)		—		—
Net transfer in (out) of Level 3		368		—
Balance as of 8/31/08	$	368		—

Combined Pro Forma Fund

	Investments in Securities		Other Financial Instruments*

Balance as of 9/1/07	$	—	$	—
Realized gain (loss)		—		—
Change in unrealized appreciation (depreciation)		—		—
Net amortization/accretion		—		—
Net purchases (sales)		—		—
Net transfer in (out) of Level 3		368		—
Balance as of 8/31/08	$	368		—

B. Shares of Beneficial Interest — The Pro Forma net asset value per share assumes the issuance of 10,122 Class A shares, 4,256 Class B shares, 3,310 Class C shares, 60,813 Select Class shares and 11,905 Ultra shares of Core Bond Fund in exchange for 10,398 Class A shares, 4,439 Class B shares, 3,471 Class C Shares, 62,486 Select Class shares and 12,232 Ultra shares of Intermediate Bond Fund, respectively (shares in thousands).

Part C

Item

Indemnification

15.

Limitation of Liability and Indemnification provisions for Trustees, Shareholders, officers, employees and agents of Registrant are set forth in Article VII, Sections 2, 3 and 5 of the Declaration of Trust and Article VII, Sections 2, 3 and 5.

Declaration of Trust

Section 2. Limitation of Liability. A Trustee, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee. A Trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as Trustee, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder. No Trustee who has been determined to b e an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated.

Section 3. Indemnification.

(a)

Subject to the exceptions and limitations contained in the By-Laws:

(i)

every person who is, has been, or becomes a Trustee or officer of the Trust or is or has been a trustee or director of a Predecessor Entity (hereinafter referred to as a “Covered Person”) shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of being or having been a Trustee or officer of the Trust or a trustee or director of a Predecessor Entity and against amounts paid or incurred by him or her in the settlement thereof; and

(ii)

expenses in connection with the defense of any proceeding of the character described in clause (i) above shall be advanced by the Trust to the Covered Person from time to time prior to final disposition of such proceeding to the fullest extent permitted by law.

(b)

For purposes of this Section 3 and Section 5 of this Article VII below, “proceeding” means any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including appeals); and “liabilities” and “expenses” includes, without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and all other liabilities whatsoever.

(c)

The Trust’s financial obligations arising from the indemnification provided herein may be insured by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person as to acts or omissions as a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel, other than Covered Persons, and other persons may be entitled by contract or otherwise under law.

(d)

In no event will any revision, amendment or change to this Section 3 or the By-laws affect in any manner the rights of any Covered Person to receive indemnification by the Trust against all liabilities and expenses reasonably incurred or paid by the Covered Person in connection with any proceeding in which the Covered Person becomes involved as a party or otherwise by virtue of being or

having been a Trustee or officer of the Trust or a trustee or director of a Predecessor Entity (including any amount paid or incurred by the Covered Person in the settlement of such proceeding) with respect to any act or omission of such Covered Person that occurred or is alleged to have occurred prior to the time such revision, amendment or change to this Section 3 or the By-laws is made.

Section 5. Insurance. The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee, officer or agent of the Trust or a trustee or director of a Predecessor Entity in connection with any proceeding in which he or she may become involved by virtue of his or her capacity or former capacity as a Trustee, officer or agent of the Trust or a trustee or director of a Predecessor Entity. For purposes of this Section 5, “agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person;

By-Laws:

Section 2. Indemnification of Trustees and Officers. Subject to the exceptions and limitations contained in Section 4 of this Article VII, the Trust shall indemnify its Trustees and officers to the fullest extent consistent with state law and the 1940 Act. Without limitation of the foregoing, the Trust shall indemnify each person who was or is a party or is threatened to be made a party to any proceedings, by reason of alleged acts or omissions within the scope of his or her service as a Trustee or officer of the Trust, against judgments, fines, penalties, settlements and reasonable expenses (including attorneys' fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act. Subject to the exceptions and limitations contained in Section 4 of this Article VII, the Trust may, to the fullest extent consistent with law, indemnify each Person who is serving or has served at the request of the Trust as a director, officer, partner, trustee, employee, agent or fiduciary of another domestic or foreign corporation, partnership, joint venture, trust, other enterprise or employee benefit plan ("Other Position") and who was or is a party or is threatened to be made a party to any proceeding by reason of alleged acts or omissions while acting within the scope of his or her service in such Other Position, against judgments, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred by him or her in connection with such proceeding to the maximum extent consistent with state law and the 1940 Act. The indemnification and other rights provided by this Article shall continue as to a person who has ceased to be a Trustee or officer of the Trust. In no event will any revision, amendment or change to the By-Laws affect in any manner the rights of any Trustee or officer of the Trust to receive indemnification by the Trust against all liabilities and expenses reasonably incurred or paid by the Trustee or officer in connection with any proceeding in which the Trustee or officer becomes involved as a party or 'otherwise by virtue of being or having been a Trustee or officer of the Trust or a trustee or director of a Predecessor Entity (including any amount paid or incurred by the Trustee or officer in the settlement of such proceeding) with respect to any act or omission of such Trustee or officer that occurred or is allege to have occurred prior to the time such revision, amendment or change to the By-Laws is made.

Section 3. Indemnification of Agents. Subject to the exceptions and limitations contained in Section 4 of this Article VII, every agent may be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.

Section 5. Insurance, Rights Not Exclusive. The Trust's financial obligations arising from the indemnification provided herein or in the Declaration of Trust (i) may be insured by policies maintained by the Trust on behalf of any Trustee, officer or agent; (ii) shall be severable; (iii) shall not be exclusive of or affect any other rights to which any Trustee, officer or agent may now or hereafter be entitled; and (iv) shall inure to the benefit of the Trustee, officer or agent's heirs, executors and administrators.

Item

Exhibits

16.

(1)(a)

Certificate of Trust dated November 12, 2004. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 69 as filed on February 18, 2005 (Accession Number 0001193125-05-032909).

(1)(b)

Declaration of Trust dated November 5, 2004. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 69 as filed on February 18, 2005 (Accession Number 0001193125-05-032909).

(1)(c)

Amended Schedule B, dated February 19, 2009, to the Declaration of Trust dated November 5, 2004. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(2)

Amended and Restated By-Laws dated November 15, 2007. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission filed on June 27, 2008 (Accession Number 0001145443-08-001999).

(3)

Not Applicable

(4)

Form of Agreement and Plan of Reorganization between JPMorgan Trust I and JPMorgan Trust II. Filed herewith.

(5)

Instrument defining Rights of Shareholders incorporated herein by reference to Exhibits (1)(b) and (2).

(6)(a)

Amended and Restated Investment Advisory Agreement dated as of August 12, 2004 between Registrant and Banc One Investment Advisors Corporation (renamed JPMorgan Investment Advisors Inc. as of February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 68 as filed on October 27, 2004 (Accession Number 0001193125-04-179370).

(6)(b)

Amended and Restated Schedule A to the Investment Advisory Agreement between JPMorgan Trust II and JPMorgan Investment Advisors Inc. (amended as of June 26, 2006). Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 as filed on August 30, 2006 (Accession Number 0001145443-06-002835).

(7)(a)

Distribution Agreement between Registrant and JPMorgan Distribution Services, Inc., effective February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 to the Registration Statement on April 27, 2005 (Accession Number 0001193125-05-086890).

(7)(b)

Amendment to the Distribution Agreement, including Schedule A, dated May 1, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 as filed on August 30, 2006 (Accession Number 0001145443-06-002835).

(7)(c)

Form of Amended Schedule B to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(7)(d)

Form of Amended Schedule C to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(7)(e)

Form of Amended Schedule D to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(7)(f)

Form of Amended Schedule E to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(7)(g)

Form of Amended Schedule F to the Distribution Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(7)(h)

Form of Mutual Fund Sales Agreement between the Financial Intermediary and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant’s Registration Statement as filed with the Securities and Exchange Commission on October 26, 2007 (Accession Number 00001145443-07-003340).

(8)

Amended and Restated Deferred Compensation Plan for Trustees of One Group Mutual Funds and one Group Investment Trust. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 57 as filed on October 30, 2002 (Accession Number 0000950109-02-005385).

(9)(a)

Global Custody and Fund Accounting Agreement dated February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 as filed on April 27, 2005 (Accession Number 0000950109-05-086890).

(9)(b)

Amendment to Global Custody and Fund Accounting Agreement, including Schedule A, dated May 1, 2006. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 as filed on August 30, 2006 (Accession Number 0000950109-06-002835).

(9)(c)

Form of Amended Schedule A to the Global Custody and Fund Accounting Agreement, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-200299).

(9)(d)

Amendment to Global Custody and Fund Accounting Agreement including Schedules C and D, dated as of September 1, 2007. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on February 27, 2008 (Accession Number 0000950109-07-000476).

(9)(e)

Amendment to Global Custody and Fund Accounting Agreement including Schedules A and C, dated as of April 21, 2008. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on June 5, 2008 (Accession Number 0000950109-08-001327).

(10)(a)

Combined Amended and Restated Distribution Plan. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 73 to the Registration Statement on September 23, 2005 (Accession Number 00011983125-05-190523).

(10)(b)

Schedule B to the Combined Amended and Restated Distribution Plan, amended as of February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(10)(c)

Combined Amended and Restated 18f-3 Multi-Class Plan, including Exhibit A, amended as of May 22, 2008. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission filed on June 27, 2008 (Accession Number 0001145443-08-001999).

(10)(d)

Amended Exhibit B to the Multi-Class Plan, dated February 19, 2009. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(11)

Opinion and Consent of Ropes & Gray LLP regarding legality of issuance of shares and other matters. Filed herewith.

(12)

Consent of Ropes & Gray LLP regarding tax matters. To be filed by amendment.

(13)(a)(1)

Transfer Agency Agreement between Registrant and Boston Financial Data Services, Inc. (“BFDS”), effective February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 to the Registration Statement on April 27, 2005 (Accession Number 10001193125-05-086890).

(13)(a)(2)

Amendment as of January 31, 2007 to the Transfer Agency Agreement between JPMorgan Funds and BFDS dated February 19, 2005. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 86 to the Registration Statement on February 27, 2007 (Accession Number 10001193125-07-000492).

(13)(a)(3)

Form of Appendix A to the Transfer Agency Agreement (amended as of February 19, 2009). Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(13)(b)(1)

Administration Agreement between Registrant and JPMorgan Funds Management, Inc., effective February 19, 2005. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission in Post-Effective Amendment No. 71 to the Registration Statement on April 27, 2005 (Accession Number 001145443-05-086890).

(13)(b)(2)

Amendment, including amended Schedule A, dated May 1, 2006, to the Administration Agreement. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission in Post-Effective Amendment No. 84 as filed on August 30, 2006 (Accession Number 001145443-06-002835).

(13)(b)(3)

Form of Amended Schedule B, (amended as of February 19, 2009), to the Administration Agreement. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(13)(c)(1)

Securities Lending Agreement, Amended and Restated as of August 11, 2005, between the Registrant and JPMorgan Chase Bank. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission in Post-Effective Amendment No. 73 to the Registration Statement on September 23, 2005 (Accession Number 001145443-05-002331).

(13)(c)(2)

Amendment to Securities Lending Agreement, dated September 2, 2008, between the Registrant and JPMorgan Chase Bank. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on October 28, 2008 (Accession Number 001145443-08-002916).

(13)(c)(3)

Securities Lending Agency Agreement, effective September 2, 2008, between the Registrant and The Goldman Sachs Trust Company. Incorporated herein by reference to the Registrant’s Registration Statement filed with the Securities and Exchange Commission on October 28, 2008 (Accession Number 001145443-08-002916).

(13)(d)(2)

Form of Amended Schedule B to the Shareholder Servicing Agreement (amended as of February 19, 2009). Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on February 27, 2009 (Accession Number 001145443-09-000299).

(13)(d)(3)

Form of Service Agreement between the Financial Intermediary and JPMorgan Distribution Services, Inc. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on October 26, 2007 (Accession Number 001145443-07-003340).

(13)(e)(1)

Form of Fee Waiver Agreement, dated July 1, 2008, for the Funds listed on Schedule A thereto. Incorporated herein by reference to the Registrant's Registration Statement as filed with the Securities and Exchange Commission on June 27, 2008 (Accession Number 001145443-08-001999).

(14)

Consent of independent registered accountant. Filed herewith.

(15)

None.

(16)(a)

Powers of Attorney for the Trustees, George C. W. Gatch and Patricia A Maleski. Filed herewith.

Item

Undertakings

17.

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or part who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3)

The undersigned Registrant agrees to file in a Post-effective Amendment to this Registration Statement a final tax opinion upon the closing of the transaction.

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant, JPMorgan Trust II has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized in the City of Columbus, Ohio on the 11^th day of March, 2009

JPMorgan Trust II (Registrant)

GEORGE C. W. GATCH

George C. W. Gatch

President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement of JPMorgan Trust II has been signed below by the following persons in the capacities indicated on the 11^th day of March 2009.


WILLIAM J. ARMSTRONG*		WILLIAM G. MORTON, JR.*
William J. Armstrong Trustee		William G. Morton, Jr. Trustee
JOHN F. FINN*		ROBERT A ODEN, JR.*
John F. Finn Trustee		Robert A. Oden, Jr. Trustee
DR. MATTHEW GOLDSTEIN*		FERGUS REID, III*
Dr. Matthew Goldstein Trustee		Fergus Reid, III Trustee and Chairman
ROBERT J. HIGGINS*		FREDERICK W. RUEBECK*
Robert J. Higgins Trustee		Frederick W. Ruebeck Trustee
FRANKIE D. HUGHES*		JAMES J. SCHONBACHLER*
Frankie D. Hughes Trustee		James J. Schonbachler Trustee
PETER C. MARSHALL*		LEONARD M. SPALDING, JR.*
Peter C. Marshall Trustee		Leonard M. Spalding, Jr. Trustee
MARILYN MCCOY*
Marilyn McCoy Trustee

Principal Accounting and Financial Officer		Principal Executive Officer
PATRICIA A. MALESKI*		GEORGE C. W. GATCH*
Patricia A. Maleski Treasurer and Principal Financial Officer		George C. W. Gatch Treasurer
*By: ELIZABETH A. DAVIN
Elizabeth A. Davin Attorney-In-Fact

EXHIBIT INDEX

Exhibit No.

(4)

Form of Agreement and Plan of Reorganization between JPMorgan Trust I and JPMorgan Trust II

(11)

Opinion and Consent of Ropes & Gray LLP regarding legality of issuance of shares and other matters

(14)

Consent of independent registered public accounting firm

(16)

Powers of Attorney for the Trustees, George C. W. Gatch and Patricia A Maleski

JPMorgan Core Plus Bond Fund

JPMorgan Short Duration Bond Fund

JPMorgan Core Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund