PROSPECTUS AUGUST __, 2001
SUBJECT TO COMPLETION, DATED MAY 9, 2001

The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell nor does it seek an offer to buy these securities in any state
where the offer or sale is not permitted.

JPMORGAN FUNDS

THIS PROSPECTUS OFFERS: SELECT SHARES

SHORT TERM BOND FUND

BOND FUND

GLOBAL STRATEGIC INCOME FUND

INTERMEDIATE TAX FREE INCOME FUND

NEW YORK INTERMEDIATE TAX FREE INCOME FUND

DIVERSIFIED FUND

U.S. EQUITY FUND

DISCIPLINED EQUITY FUND

U.S. SMALL COMPANY FUND

FLEMING INTERNATIONAL EQUITY FUND

FLEMING INTERNATIONAL OPPORTUNITIES FUND

FLEMING EUROPEAN FUND

FLEMING EMERGING MARKETS EQUITY FUND THE SECURITIES AND EXCHANGE
COMMISSION HAS NOT APPROVED OR
DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

[LOGO] JPMORGAN FLEMING
ASSET MANAGEMENT

rhp-5027

Short Term Bond Fund.....................................................1
Bond Fund................................................................7
Global Strategic Income Fund............................................13
Intermediate Tax Free Income Fund.......................................20
New York Intermediate Tax Free Income Fund..............................25
Diversified Fund........................................................30
U.S. Equity Fund........................................................37
Disciplined Equity Fund.................................................41
U.S. Small Company Fund.................................................45
Fleming International Equity Fund.......................................49
Fleming International Opportunities Fund................................54
Fleming European Fund...................................................59
Fleming Emerging Markets Equity Fund....................................65
Who May Want to Invest..................................................71
The Funds' Management and Administration................................73
How Your Account Works..................................................76
Buying Fund Shares......................................................76
Selling Fund Shares.....................................................77
Other Information Concerning the Funds..................................78
Distributions and Taxes.................................................79
Risk and Reward Elements for Fixed Income Funds and Diversified Fund....81
Risk and Reward Elements for U.S. Equity Funds and Diversified Fund.....84
Risk and Reward Elements for International Equity Funds.................86
What the Terms Mean.....................................................88
Financial Highlights....................................................90
How To Reach Us.................................................Back cover

- --------------------------------------------------------------------------------
JPMORGAN SHORT TERM BOND FUND

THE FUND'S OBJECTIVE

The Fund seeks to provide high total return, consistent with low volatility
of principal.

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund invests primarily in fixed income securities, including U.S.
government and agency securities, domestic and foreign corporate bonds,
private placements, asset-backed and mortgage-related securities, 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 one and three
years, similar to that of the Merrill Lynch 1-3 Year Treasury Index.

Up to 25% of assets may be invested in foreign securities, including 20% in
debt securities denominated in foreign currencies of developed countries. The
Fund typically hedges its non-dollar investments back to the U.S. dollar. At
least 90% of assets must be invested in securities that, at the time of
purchase, are rated investment-grade (BBB/Baa or better) or are the unrated
equivalent, including at least 75% A or better. No more than 10% of assets
may be invested in securities rated B or BB.

In managing the Fund, the adviser, J.P. Morgan Investment Management Inc.,
employs a three-step process that combines sector allocation, fundamental
research for identifying portfolio securities, and duration management.

The sector allocation team meets monthly, analyzing the fundamentals of a
broad range of sectors in which the Fund may invest. The team seeks to
enhance performance and manage risk by underweighting or overweighting
sectors.

Relying on the insights of different specialists, including credit analysts,
quantitative researchers, and dedicated fixed income traders, the portfolio
managers make buy and sell decisions according to the Fund's goal and
strategy.

Forecasting teams use fundamental economic factors to develop strategic
forecasts of the direction of interest rates. Based on these forecasts,
strategists establish the Fund's target duration, a common measurement of a
security's sensitivity to interest rate movements. The Fund's target duration
typically remains relatively close to the duration of the market as a whole,
as represented by the Fund's benchmark. The strategists closely monitor the
Fund and make tactical adjustments as necessary.

The 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 Fund may enter into "dollar rolls," in which the Fund sells

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:
- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.
- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO
YEAR, DEPENDING ON MARKET CONDITIONS.

JPMORGAN SHORT TERM BOND FUND
- --------------------------------------------------------------------------------

mortgage-backed securities and at the same time contracts to buy back very
similar securities on a future date. It may also buy asset-backed securities.
These receive a stream of income from a particular asset, such as credit card
receivables.

The Fund may purchase participations in loans arranged through private
negotiations between a borrower and one or more banks or other financial
institutions. These loans can have fixed, floating or variable interest
rates. The Fund may also invest in collateralized bond obligations.

The Fund may invest in floating rate securities, whose interest rate adjusts
automatically whenever a specified interest rate changes.

The Fund may also invest in high-quality, short-term money market
instruments, repurchase agreements and derivatives, which are investments
that have a value based on another investment, exchange rate or index. The
Fund may use derivatives to hedge various investments and for risk management.

High-yield debt securities may carry greater risks than securities which have
higher credit ratings, including a high risk of default. Companies which
issue high-yield securities are often young and growing and have a lot of
debt. High-yield securities are considered speculative, meaning there is a
significant risk that the issuer may not be able to repay principal or pay
interest or dividends on time.

The Fund may change any of these investment policies (including its
investment objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some specific risks of investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations
regarding particular securities or markets are not met.

The value of debt securities tends to fall when prevailing interest rates
rise. Such a drop in value could be worse if the Fund invests a larger
portion of its assets in debt securities with longer maturities. Long-term
debt securities are more sensitive to interest rate changes than other
fixed-income securities. Note that conversely the value of fixed-income
investments tends to increase when prevailing interest rates fall.

The market for high-yield securities is not as liquid as the markets for
higher rated securities. This means that it may be harder to sell high-yield
securities, especially on short notice. The market could also be hurt by
legal or tax changes.

Securities which are rated Baa by Moody's or BBB by S&P may have fewer
protective provisions and are generally more risky than higher rated
securities. The issuer may have trouble making principal and interest
payments when difficult economic conditions exist.

JPMORGAN SHORT TERM BOND FUND
- --------------------------------------------------------------------------------

Since the Fund may invest a portion of its assets in securities issued,
denominated and traded in foreign currencies, the value of the Fund's foreign
holdings can be affected by currency exchange rates and exchange control
regulations. Investments in foreign securities may be affected by political,
social and economic instability. Some securities may be harder to trade
without incurring a loss and may be difficult to convert into cash. There may
be less public information available, differing settlement procedures, or
regulations and standards that do not match U.S. standards. Some countries
may nationalize or expropriate assets or impose exchange controls. These
risks increase when investing in issuers located in emerging markets.

When the Fund invests in mortgage-related securities, the value of the Fund
could change more often and to a greater degree than if it did not buy
mortgage-backed securities. The prepayment features on some mortgage-related
securities make them more sensitive to interest rate changes.

Mortgage-related securities are subject to scheduled and unscheduled
principal payments as property owners pay down or prepay their mortgages. As
these payments are received, they must be reinvested when interest rates may
be lower than on the original mortgage security. When interest rates are
rising, the value of fixed-income securities with prepayment features are
likely to decrease as much or more than securities without prepayment
features. In addition, the value of mortgage-related securities with
prepayment features may not increase as much as other fixed-income securities
when interest rates fall.

Collateral mortgage obligations 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 the Fund invests may be more volatile and may be subject to
higher risk of nonpayment.

The value of interest-only and principal-only mortgage backed securities is
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, these instruments may be illiquid.

The market for loan participations may not be highly liquid and the Fund may
have difficulty selling them. When it buys them, the Fund typically is
entitled to receive payment from the lender only, and not the underlying
borrower. These investments expose the Fund to the risk of investing in both
the financial institution and the underlying borrower.

Collateralized bond obligations typically are separated into different
classes. Each class represents a different

[SIDENOTE]
INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY ANY BANK AND ARE NOT INSURED, OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.

JPMORGAN SHORT TERM BOND FUND
- --------------------------------------------------------------------------------

degree of credit quality, with lower classes having greater risk but higher
interest rates. The bottom class usually does not have a stated interest
rate. Instead, it receives whatever is left after all the higher classes have
been paid. As a result, the value of some classes in which the Fund invests
may be more volatile.

Certain securities which the Fund may hold, such as stripped obligations and
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.

Some asset-backed securities may have additional risk because they may
receive little or no collateral protection from the underlying assets.

If the interest rate on floating rate securities falls, the Fund's yield may
decline and it may lose the opportunity for capital appreciation.

Dollar rolls, forward commitments, repurchase agreements and reverse
repurchase agreements involve some risk to the Fund if the other party does
not fulfill its part of the agreement.

Derivatives may be riskier than other types of investments because they may
be more sensitive to changes in economic conditions than other types of
investments.

If the Fund departs from its investment policies during temporary defensive
periods, it may not achieve its investment objective.

JPMORGAN SHORT TERM BOND FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund
had only one class of shares, and operated in a master-feeder structure. As
of the date of this prospectus, the Fund's existing share class will be
re-named "Institutional" and Select Class Shares will be introduced. The bar
chart shows how the performance of the Fund's shares has varied from calendar
year to calendar year over the life of the Fund. This provides some
indication of the risks of investing in the Fund. The table shows the average
annual total returns for the past one year, five years and ten years (or if
less than such periods, the life of the Fund). It compares that performance
to the Merrill Lynch 1-3 Year Treasury Index, a widely recognized market
benchmark. During these periods, the actual returns of Select Class Shares
would have been lower than shown because Select Class Shares have higher
expenses than Institutional Class Shares.

Past performance does not predict how any class of the Fund will perform in
the future.

The calculations assume that all dividends and distributions are reinvested
in the Fund. Some of the companies that provide services to the Fund have in
the past agreed not to collect some expenses and to reimburse others. Without
these agreements, the performance figures would be lower than those shown.

YEAR-BY-YEAR RETURNS(1),(2)

[BAR CHART]

[PLOT POINTS]

1994 0.36%
1995 10.80%
1996 5.10%
1997 6.40%
1998 7.04%
1999 3.21%
2000 7.23%

BEST QUARTER 3.36%
- ---------------------------------
2nd quarter, 1995
- ---------------------------------
WORST QUARTER -0.47%
- ---------------------------------
1st quarter, 1994
- ---------------------------------

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS 2.37%

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. LIFE OF FUND
- --------------------------------------------------------------------------------

SHORT TERM BOND FUND
(AFTER EXPENSES) 7.23 5.79 5.55
- --------------------------------------------------------------------------------
MERRILL LYNCH 1-3 YEAR
TREASURY INDEX (NO EXPENSES) 8.00 5.92 5.76
- --------------------------------------------------------------------------------

(1) INSTITUTIONAL CLASS SHARES COMMENCED OPERATIONS ON 9/13/93. FOR THE PERIOD
7/31/93 THROUGH 9/30/93, LIFE OF FUND RETURNS REFLECT PERFORMANCE OF THE
PIERPONT SHORT TERM BOND FUND, THE FUND'S PREDECESSOR.

(2) THE FUND'S FISCAL YEAR END IS 10/31.

JPMORGAN SHORT TERM BOND FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES

The estimated expenses of the Select Class before and after reimbursement are
shown below. The Select Class has no sales, redemption or account fees and
generally no exchange fees, although some institutions may charge you a fee
for shares you buy through them.

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE
DEDUCTED FROM SELECT CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)
- ----------------------------------------------------------------------------------------------------------------

SELECT CLASS
SHARES 0.25% NONE 0.25% 0.30% 0.80% 0.20% 0.60%
- ----------------------------------------------------------------------------------------------------------------

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost
of investing in the Select Class with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.
- --------------------------------------------------------------------------

YOUR COST ($) 61 192
- --------------------------------------------------------------------------

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL
YEAR.

- --------------------------------------------------------------------------------
JPMORGAN BOND FUND

THE FUND'S OBJECTIVE

The Fund's seeks to provide high total return consistent with moderate risk
of capital and maintenance of liquidity.

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund invests primarily in fixed income securities, including U.S.
government and agency securities, corporate bonds, private placements,
asset-backed and mortgage-backed securities, 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 management team will
keep the Fund's duration within one year of that of the Salomon Smith Barney
Broad Investment Grade Bond Index (currently about five years).

Up to 25% of assets may be invested in foreign securities, including 20% in
debt securities denominated in foreign currencies of developed countries. The
Fund typically hedges its non-dollar investments back to the U.S. dollar. At
least 75% of assets must be invested in securities that, at the time of
purchase, are rated investment-grade (BBB/Baa or better) or are the unrated
equivalent, including at least 65% A or better. No more than 25% of assets
may be invested in securities rated B or BB.

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.
- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO
YEAR, DEPENDING ON MARKET CONDITIONS.

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

The 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. It may also buy asset-backed securities.
These receive a stream of income from a particular asset, such as credit card
receivables.

The Fund may purchase participations in loans arranged through
private negotiations between a borrower and one or more banks or other
financial institutions. These loans can have fixed, floating or variable
interest rates. The Fund may also invest in collateralized bond obligations.

The Fund may invest in floating rate securities, whose interest rate adjusts
automatically whenever a specified interest rate changes.

The Fund may change any of these investment policies (including its
investment objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some specific risks of investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations
regarding particular securities or markets are not met.

High-yield debt securities may carry greater risks than securities which have
higher credit ratings, including a high risk of default. The yields of
lower-rated securities will move up and down over time. The credit rating of
a high-yield security evaluates the ability of the issuer to make principal
and interest or dividend payments; it does not necessarily address its market
value risk. Ratings and market value may change, positively or negatively,
from time to time to reflect new developments regarding the issuer.

Companies which issue high-yield securities are often young and growing and
have a lot of debt. High-yield securities are considered speculative, meaning
there is a significant risk that the issuer may not be able to repay
principal or pay interest or dividends on time. In addition, the issuer's
other creditors may have the right to be paid before holders of the
high-yield security.

During an economic downturn, a period of rising interest rates or a
recession, issuers of high-yield securities that have a lot of debt may
experience financial problems. They may not have enough cash to make their
payments. An economic downturn could also hurt

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

the market for lower-rated securities and the Fund.

The costs of investing in the high-yield market are usually higher than
investing in investment grade securities. The Fund has to spend more money
for investment research and commissions.

[SIDENOTE]
INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

Collateralized bond obligations typically are separated into different
classes. Each class represents a different degree of credit quality, with
lower classes having greater risk but higher interest rates. The bottom class
usually does not have a stated interest rate. Instead, it receives whatever
is left after all the higher classes have been paid. As a result, the value
of some classes in which the Fund invests may be more volatile.

Some asset-backed securities may have additional risk because they may
receive little or no collateral protection from the underlying assets.

If the interest rate on floating rate securities falls, the Fund's yield may
decline and it may lose the opportunity for capital appreciation.

Dollar rolls, forward commitments, repurchase agreements and reverse
repurchase agreements involve some risk to the Fund if the other party does
not fulfill its part of the agreement.

Derivatives may be riskier than other types of investments because they may
be more sensitive to changes in economic conditions than other types of
investments.

If the Fund departs from its investment policies during temporary defensive
periods, it may not achieve its investment objective.

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund
had only one class of shares, and operated in a master-feeder structure. As
of the date of this prospectus, the Fund's existing share class will be
re-named "Institutional" and Select Class Shares will be introduced. The bar
chart shows how the performance of the Fund's shares has varied from calendar
year to calendar year over the life of the Fund. This provides some
indication of the risks of investing in the Fund. The table shows the average
annual total returns for the past one year, five years and ten years (or if
less than such periods, the life of the Fund). It compares that performance
to the Salomon Smith Barney Broad Investment Grade Bond Index, a widely
recognized market benchmark. During these periods, the actual returns of
Select Class Shares would have been lower than shown because Select Class
Shares have higher expenses than Institutional Class Shares.

Past performance does not predict how any class of the Fund will perform in
the future.

YEAR-BY-YEAR RETURNS(1),(2)

[BAR CHART]

[PLOT POINTS]

1991 13.45%
1992 6.53%
1993 9.98%
1994 -2.68%
1995 18.42%
1996 3.30%
1997 9.29%
1998 7.54%
1999 -0.55%
2000 10.93%

BEST QUARTER 6.30%
- ----------------------------------
2nd quarter, 1995
- ----------------------------------
WORST QUARTER -2.38%
- ----------------------------------
1st quarter, 1994
- ----------------------------------

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS 2.87%

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. PAST 10 YRS.
- --------------------------------------------------------------------------------

BOND FUND
(AFTER EXPENSES) 10.93 6.02 7.45
- --------------------------------------------------------------------------------
SALOMON SMITH BARNEY BROAD
INVESTMENT GRADE BOND INDEX
(NO EXPENSES) 11.59 6.45 8.00
- --------------------------------------------------------------------------------

(1) THE FUND COMMENCED OPERATIONS ON 7/26/93. RETURNS FOR THE PERIOD 1/1/90
THROUGH 7/31/93 REFLECT PERFORMANCE OF THE PIERPONT BOND FUND, THE FUND'S
PREDECESSOR.

(2) THE FUND'S FISCAL YEAR END IS 10/31.

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE
DEDUCTED FROM SELECT CLASS ASSETS)

SELECT CLASS
SHARES 0.30% NONE 0.25% 0.18% 0.73% 0.13% 0.60%
- ----------------------------------------------------------------------------------------------------------------

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost
of investing in the Select Class with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - you pay expenses subject to the fee waiver and expense reimbursements as
indicated in the table above; and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.
- --------------------------------------------------------------------------

YOUR COST ($) 61 212
- --------------------------------------------------------------------------

JPMORGAN GLOBAL STRATEGIC INCOME FUND
- --------------------------------------------------------------------------------

THE FUND'S OBJECTIVE

The Fund seeks to provide high total return from a portfolio of fixed income
securities of foreign and domestic issuers.

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund invests in a wide range of debt securities from the U.S. and other
markets, both developed and emerging. Issuers may include governments,
corporations, financial institutions, and supranational organizations that
the Fund believes have the potential to provide a high total return over time.

The Fund may invest directly in mortgages and in mortgage-backed securities.
The Fund's securities may be of any maturity, but under normal market
conditions its duration will generally be similar to that of the Lehman
Brothers Aggregate Bond Index (currently about four and a half years).

At least 40% of assets must be invested in securities that, at the time of
purchase, are rated investment-grade (BBB/Baa or better) or are the unrated
equivalent. The balance of assets must be invested in securities rated B or
higher at the time of purchase (or the unrated equivalent), except that the
Fund's emerging market component has no minimum quality rating and may invest
without limit in securities that are in the lowest rating categories (or are
the unrated equivalent).

The management team uses the following model sector allocation as a basis for
its sector allocation, although the actual allocations are adjusted
periodically within the indicated ranges.

- - 12% international non-dollar (range 0-25%)

- - 35% public/private mortgages
(range 20-45%)

- - 15% public/private corporates
(range 5-25%)

- - 15% emerging markets
(range 0-25%)

- - 23% high yield corporates
(range 13-33%)

Within each sector, a dedicated team handles securities selection. The fund
typically hedges its non-dollar investments in developed countries back to
the U.S. dollar.

JPMORGAN GLOBAL STRATEGIC INCOME FUND
- --------------------------------------------------------------------------------

security's sensitivity to interest rate movements. The Fund's target duration
typically remains relatively close to the duration of the market as a whole,
as represented by the Fund's benchmark. The strategists closely monitor the
Fund and make tactical adjustments as necessary.

The Fund may invest in floating rate securities, whose interest rate adjusts
automatically whenever a specified interest rate changes.

The Fund may change any of these investment policies (including its
investment objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some specific risks of investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations
regarding particular securities or markets are not met.

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN GLOBAL STRATEGIC INCOME FUND
- --------------------------------------------------------------------------------

The Fund invests a significant portion of its assets in high-yield,
non-investment grade securities. High-yield debt securities may carry greater
risks than securities which have higher credit ratings, including a high risk
of default. The yields of lower-rated securities will move up and down over
time. The credit rating of a high-yield security evaluates the ability of the
issuer to make principal and interest or dividend payments; it does not
necessarily address its market value risk. Ratings and market value may
change, positively or negatively, from time to time to reflect new
developments regarding the issuer.

Securities which are rated "C" or "D" may not pay interest, may be in default
or may be considered to have an extremely poor chance of ever achieving any
real investment standing.

The costs of investing in the high-yield market are usually higher than
investing in investment grade securities. The Fund has to spend more money
for investment research and commissions.

Since the Fund may invest a significant portion of its assets in securities
issued, denominated and traded in foreign currencies, the value of the Fund's
foreign holdings can be affected by currency exchange rates and exchange
control regulations. Investments in foreign securities may be affected by
political, social and economic instability. Some securities may be harder to
trade without incurring a loss and may be difficult to convert into cash.
There may be less public information available, differing settlement
procedures, or regulations and standards that do not match U.S. standards.
Some countries may nationalize or expropriate assets or impose exchange
controls. These risks increase when investing in issuers

[SIDENOTE]
INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.

JPMORGAN GLOBAL STRATEGIC INCOME FUND
- --------------------------------------------------------------------------------

located in emerging markets. Brady Bonds do not have as long a payment
history as other types of government debt securities. Because of that, they,
and many emerging market debt instruments, may trade at a substantial
discount which might lead to greater volatility.

The Fund's investments in emerging markets could lead to more volatility in
the value of the Fund's shares. As mentioned above, the normal risks of
investing in foreign countries are heightened when investing in emerging
markets. In addition, the small size of securities markets and the low
trading volume in many emerging markets may lead to lack of liquidity. Also,
emerging markets may not provide adequate legal protection for private or
foreign investment or private property.

JPMORGAN GLOBAL STRATEGIC INCOME FUND
- --------------------------------------------------------------------------------

Instead, it receives whatever is left after all the higher classes have
been paid. As a result, the value of some classes in which the Fund invests
may be more volatile.

Some asset-backed securities may have additional risk because they may
receive little or no collateral protection from the underlying assets.

If the interest rate on floating rate securities falls, the Fund's yield may
decline and it may lose the opportunity for capital appreciation.

Dollar rolls, forward commitments, repurchase agreements and reverse
repurchase agreements involve some risk to the Fund if the other party does
not fulfill its part of the agreement.

Derivatives may be riskier than other types of investments because they may
be more sensitive to changes in economic conditions than other types of
investments.

If the Fund departs from its investment policies during temporary defensive
periods, it may not achieve its investment objective.

JPMORGAN GLOBAL STRATEGIC INCOME FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund
had only one class of shares, and operated in a master-feeder structure. As
of the date of this prospectus, the Fund's existing share class will be
re-named "Institutional" and Select Class Shares will be introduced. The bar
chart shows how the performance of the Fund's shares has varied from calendar
year to calendar year over the life of the Fund. This provides some
indication of the risks of investing in the Fund. The table shows the average
annual total returns for the past one year, five years and ten years (or if
less than such periods, the life of the Fund). It compares that performance
to the Lehman Brothers Aggregate Bond Index, a widely recognized market
benchmark. During these periods, the actual returns of Select Class Shares
would have been lower than shown because Select Class Shares have higher
expenses than Institutional Class Shares.

YEAR-BY-YEAR RETURNS(1),(2)

[BAR CHART]

[PLOT POINTS]

1998 2.59%
1999 2.51%
2000 7.98%

Past performance does not predict how any class of the Fund will perform in
the future.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS 2.44%

- ---------------------------------
BEST QUARTER 3.13%
- ---------------------------------
1st quarter, 1998
- ---------------------------------
WORST QUARTER -1.45%
- ---------------------------------
3rd quarter, 1998
- ---------------------------------

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. LIFE OF FUND
- --------------------------------------------------------------------------------

GLOBAL STRATEGIC INCOME
FUND (AFTER EXPENSES) 7.98 6.05
- --------------------------------------------------------------------------------
LEHMAN BROTHERS AGGREGATE BOND
INDEX (NO EXPENSES) 11.63 7.84
- --------------------------------------------------------------------------------

(1) THE FUND COMMENCED OPERATIONS ON 3/17/97 AND PERFORMANCE IS CALCULATED AS
OF 3/31/97.

(2) THE FUND'S FISCAL YEAR END IS 10/31.

JPMORGAN GLOBAL STRATEGIC INCOME FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE
DEDUCTED FROM SELECT CLASS ASSETS)

SELECT CLASS
SHARES 0.45% NONE 0.25% 0.75% 1.45% 0.45% 1.00%
- ----------------------------------------------------------------------------------------------------------------

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost
of investing in the Select Class with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.
- --------------------------------------------------------------------------

YOUR COST ($) 102 318
- --------------------------------------------------------------------------

- --------------------------------------------------------------------------------
JPMORGAN INTERMEDIATE TAX FREE INCOME FUND

THE FUND'S OBJECTIVE

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.

THE FUND'S MAIN
INVESTMENT STRATEGY

As a fundamental policy, the Fund normally invests at least 80% of its total
assets in municipal obligations whose interest payments are:

- - excluded from gross income

- - excluded from the federal alternative minimum tax on individuals

The Fund invests in securities that are rated as investment grade by Moody's
Investors Service, Inc., Standard & Poor's Corporation or Fitch Investors
Service Inc. It may also invest in unrated securities of comparable quality.

The Fund may also invest in derivatives, inverse floaters and interest rate
caps, zero coupon securities and forward commitments. These instruments may
be used to increase the Fund's income or gain. Derivatives, which are
financial instruments whose value is based on another security, index or
exchange rate, might also be used to hedge various market risks.

The Fund seeks to develop an appropriate portfolio by comparing, among other
factors, credit quality, yields and call provisions of different municipal
issuers, and examining structural changes along the yield curve in an attempt
to maximize investment returns while minimizing risk.

Under normal market conditions, the Fund reserves the right to invest up to
20% of its total 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 during unusual market conditions,
the Fund may exceed this limit.

No more than 25% of total assets may be invested in any one industry, other
than governments and public authorities.

The Fund may invest in money market funds so that it can easily convert
investments into cash without losing a significant amount of money in the
process.

The Fund may also invest in municipal lease obligations. These allow the Fund
to participate in municipal lease agreements and installment purchase
contracts.

The Fund may invest up to 25% of its total assets in municipal lease
obligations backed by letters of credit or guarantees from U.S. and foreign
banks and other foreign institutions.

JPMORGAN INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

The Fund may change any of its non-fundamental investment policies (including
its investment objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some specific risks of investing in the Fund.

The principal value of fixed income investments tends to fall when prevailing
interest rates rise.

A municipality that gets into financial trouble could find it difficult to
make interest and principal payments, which would hurt the Fund's returns and
its ability to preserve capital and liquidity. A number of issuers have a
recent history of significant financial difficulties. More than 5% of the
Fund's total assets may be invested in any one municipality, which could
increase this risk.

Under some circumstances, municipal lease obligations might not pay interest
unless the state or municipal legislature 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.

Normally, the Fund may invest up to 20% of its total assets in securities
whose interest is subject to the federal alternative minimum tax. Consult
your tax professional for more information.

Since some municipal obligations may be secured or guaranteed by banks and
other institutions, the risk to the Fund could increase if the banking or
financial sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk than securities backed by U.S. institutions,
because of political or economic instability, the imposition of government
controls, or regulations that don't match U.S. standards.

The value of zero coupon securities, inverse floaters and interest rate caps
tends to fluctuate according to interest rate changes significantly more than
the value of ordinary interest-paying debt securities. The price of a
security with an interest rate cap will change more often and to a greater
degree than a municipal security without one.

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO
YEAR, DEPENDING ON MARKET CONDITIONS.

INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY

JPMORGAN INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

A forward commitment could lose value if the underlying security falls in
value before the settlement date or if the other party fails to meet its
obligation to complete the transaction.

Derivatives may be more risky than other types of investments because they
may respond more to changes in economic conditions than other types of
investments. If they are used for non-hedging purposes, they could cause
losses that exceed the Fund's original investment.

The Fund is not diversified. It may invest a greater percentage of its assets
in a particular issuer or group of issuers than a diversified fund would.
That makes the value of its shares more sensitive to economic problems among
those issuing the securities. In addition, more than 25% of the Fund's total
assets may be invested in securities that rely on similar projects for their
income stream. As a result, the Fund could be more susceptible to
developments that affect those projects.

JPMORGAN INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Select Class Shares, which prior to the date of this prospectus were named
"Institutional Class Shares." The bar chart shows how the performance of the
Fund's shares has varied from calendar year to calendar year over the life of
the Fund. This provides some indication of the risks of investing in the
Fund. The table shows the average annual total returns for the past one year,
five years and ten years (or if less than such periods, the life of the
Fund). It compares that performance to the Lehman Municipal Bond 3-10 Year
Blended Index and the Lipper Intermediate Municipal Debt Funds Index, widely
recognized market benchmarks.

Past performance does not predict how any class of the Fund will perform in
the future.

YEAR-BY-YEAR RETURNS(1),(2)

[CHART]

[PLOT POINTS]

1991 12.20%
1992 8.71%
1993 11.78%
1994 -3.96%
1995 14.39%
1996 3.76%
1997 8.21%
1998 6.56%
1999 -0.55%
2000 8.56%

- ---------------------------------
BEST QUARTER 5.92%
- ---------------------------------
1st quarter, 1995
- ---------------------------------
WORST QUARTER -3.52%
- ---------------------------------
1st quarter, 1994
- ---------------------------------

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS 2.34%

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. PAST 10 YRS.
- --------------------------------------------------------------------------------

INTERMEDIATE TAX FREE INCOME
FUND (AFTER EXPENSES) 8.56 5.26 6.82
- --------------------------------------------------------------------------------
LEHMAN MUNICIPAL BOND 3-10
YEAR BLENDED INDEX (NO EXPENSES) 8.61 5.32 6.53
- --------------------------------------------------------------------------------
LIPPER INTERMEDIATE MUNICIPAL
DEBT FUNDS INDEX (NO EXPENSES) 8.67 4.80 6.09
- --------------------------------------------------------------------------------

(1) SELECT CLASS SHARES COMMENCED OPERATIONS ON 1/1/97. THE PERFORMANCE OF
THE FUND PRIOR TO 1/1/97 IS BASED ON THE HISTORICAL PERFORMANCE OF A
PREDECESSOR COMMON TRUST FUND.

(2) THE FUND'S FISCAL YEAR END IS 8/31.

JPMORGAN INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

INVESTOR EXPENSES FOR SELECT CLASS SHARES

The expenses of the Select Class before and after reimbursement are shown
below. The Select Class has no sales, redemption or account fees and
generally no exchange fees, although some institutions may charge you a fee
for shares you buy through them.

ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE
DEDUCTED FROM SELECT CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES EXPENSES REIMBURSEMENT(3) EXPENSES(3)
- ----------------------------------------------------------------------------------------------------------------

SELECT CLASS
SHARES 0.30% NONE 0.25% 0.19% 0.74% 0.08% 0.66%
- ----------------------------------------------------------------------------------------------------------------

EXPENSE EXAMPLE(3) The example below is intended to help you compare the cost
of investing in the Select Class with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS. 5 YRS. 10 YRS.
- -------------------------------------------------------------------------------------------------

YOUR COST ($) 67 211 387 895
- -------------------------------------------------------------------------------------------------

(3) REFLECTS A WRITTEN AGREEMENT PURSUANT TO WHICH JPMORGAN CHASE AGREES
THAT IT OR ONE OF ITS AFFILIATES WILL REIMBURSE THE FUND TO THE EXTENT
TOTAL OPERATING EXPENSES OF THE SELECT CLASS (EXCLUDING INTEREST, TAXES,
EXTRAORDINARY EXPENSES AND EXPENSES RELATED TO THE DEFERRED
COMPENSATION PLAN) EXCEED 0.66% OF ITS AVERAGE DAILY NET ASSETS FOR THREE
YEARS.

JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

THE FUND'S OBJECTIVE

The Fund seeks to provide monthly dividends that are excluded from gross income
and are exempt from New York State and New York City personal income taxes. It
also seeks to protect the value of your investment.

THE FUND'S MAIN INVESTMENT STRATEGY

As a fundamental policy, the Fund normally invests at least 80% of its total
assets in New York municipal obligations whose interest payments are:

- - excluded from gross income and exempt from New York State and New York City
income taxes, and

- - excluded from the federal alternative minimum tax on individuals.

New York municipal obligations are those issued by New York State, its political
subsidiaries, as well as Puerto Rico, other U.S. territories and their political
subdivisions.

The Fund may also invest in derivatives, inverse floaters and interest rate
caps, zero coupon securities and forward commitments. These instruments may be
used to increase the Fund's income or gain. Derivatives, which are financial
instruments whose value is based on another security, index or exchange rate,
might also be used to hedge various market risks.

The Fund seeks to develop an appropriate portfolio by comparing, among other
factors, credit quality, yields and call provisions of different municipal
issuers, and examining structural changes along the yield curve in an attempt to
maximize investment returns while minimizing risk.

Under normal market conditions, the Fund reserves the right to invest up to 20%
of its total assets in securities that pay interest subject to federal income
tax, the federal alternative minimum tax on individuals or New York State and
New York City personal income taxes. To temporarily defend the value of its
assets during unusual market conditions, the Fund may exceed this limit.

No more than 25% of total assets may be invested in any one industry, other than
governments and public authorities.

The Fund may invest in money market funds so that it can easily convert
investments into cash without losing a significant amount of money in the
process.

The Fund may also invest in municipal lease obligations. These allow the Fund to
participate in municipal lease agreements and installment purchase contracts.

The Fund may invest up to 25% of its total assets in municipal lease obligations
backed by letters of credit or guarantees from U.S. and foreign banks and other
foreign institutions.

JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

There may be times when there are not enough securities available to meet the
Fund's needs. On these occasions, the Fund may invest in repurchase agreements
or Treasury securities that may be subject to federal income tax. The Fund may
change any of its non-fundamental investment policies (including its investment
objective) without shareholder approval.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some specific risks of investing in the Fund.

The principal value of fixed-income investments tends to fall when prevailing
interest rates rise.

The Fund invests primarily in New York State and its municipalities and public
authorities. A number of municipal issuers, including the State of New York and
New York City, have a history of financial problems. If the state, or any of the
local government bodies, gets into financial trouble, it could have trouble
paying interest and principal. This would hurt the Fund's returns and its
ability to preserve capital and liquidity. If more than 5% of the Fund's total
assets are invested in any one municipality, this risk could increase.

Under some circumstances, municipal lease obligations might not pay interest
unless the state or municipal legislature 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.

Normally, the Fund may invest up to 20% of its total assets in securities whose
interest is subject to the federal alternative minimum tax. Consult your tax
professional for more information.

Since some municipal obligations may be secured or guaranteed by banks and other
institutions, the risk to the Fund could increase if the banking or financial
sector suffers an economic downturn.

The Fund may invest in municipal obligations backed by foreign institutions.
This could carry more risk than securities backed by U.S. institutions, because
of political or economic instability, the imposition of government controls, or
regulations that don't match U.S. standards.

The value of zero coupon securities, inverse floaters and interest rate caps
tends to fluctuate according to interest rate changes significantly more than
the value of ordinary interest-paying debt securities. The price of a security
with an interest rate cap will change more often and to a greater degree than a
municipal security without one.

[SIDENOTE]

BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

A forward commitment could lose value if the underlying security falls in value
before the settlement date or if the other party fails to meet its obligation to
complete the transaction.

Derivatives may be more risky than other types of investments because they may
respond more to changes in economic conditions than other types of investments.
If they are used for non-hedging purposes, they could cause losses that exceed
the Fund's original investment.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes the value of its shares more sensitive to economic problems among those
issuing the securities. In addition, more than 25% of the Fund's total assets
may be invested in securities that rely on similar projects for their income
stream. As a result, the Fund could be more susceptible to developments that
affect those projects.

[SIDENOTE]

INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY ANY BANK AND ARE NOT INSURED, OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.

JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Select Class Shares, which prior to the date of this prospectus were named
"Institutional Class Shares." The bar chart shows how the performance of the
Fund's shares has varied from calendar year to calendar year over the life of
the Fund. This provides some indication of the risks of investing in the Fund.
The table shows the average annual total returns for the past one year, five
years and ten years (or if less than such periods, the life of the Fund). It
compares that performance to the Lehman Municipal Bond Index, Lehman New York
Municipal Bond Index and Lipper New York Municipal Debt Funds Index, widely
recognized market benchmarks.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS 2.15%

[CHART]

YEAR-BY-YEAR RETURNS(1),(2)

1991 11.82%
1992 9.08%
1993 11.28%
1994 -5.81%
1995 15.42%
1996 3.06%
1997 8.46%
1998 6.45%
1999 -1.41%
2000 9.93%

BEST QUARTER 5.82%

1st quarter, 1995
WORST QUARTER -4.27%
1st quarter, 1994

AVERAGE ANNUAL TOTAL RETURNS(%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. PAST 10 YRS.

- -------------------------------------------------------------------------------------
NEW YORK INTERMEDIATE TAX FREE INCOME
FUND (AFTER EXPENSES) 9.93 5.23 6.64
- -------------------------------------------------------------------------------------
LEHMAN MUNICIPAL BOND INDEX
(NO EXPENSES) 11.68 5.84 7.32
- -------------------------------------------------------------------------------------
LEHMAN NEW YORK
MUNICIPAL BOND INDEX (NO EXPENSES) 12.01 6.17 7.96@
- -------------------------------------------------------------------------------------
LIPPER NEW YORK MUNICIPAL
DEBT FUNDS INDEX (NO EXPENSES) 12.16 4.88 6.82
- -------------------------------------------------------------------------------------

@ REFLECTS THE AVERAGE ANNUAL RETURN SINCE INCEPTION (JUNE 30, 1993). THE
INDEX LACKS TEN YEARS OF HISTORY.
(1) SELECT CLASS SHARES COMMENCED OPERATIONS ON 1/1/97. THE PERFORMANCE OF THE
FUND PRIOR TO 1/1/97 IS BASED ON THE HISTORICAL PERFORMANCE OF A
PREDECESSOR COMMON TRUST FUND.
(2) THE FUND'S FISCAL YEAR END IS 8/31.

JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND
- --------------------------------------------------------------------------------

INVESTOR EXPENSES FOR SELECT CLASS SHARES

ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM SELECT
CLASS ASSETS)

SELECT CLASS
SHARES 0.30% NONE 0.25% 0.21% 0.76% 0.04% 0.72%

EXPENSE EXAMPLE(3) The example below is intended to help you compare the cost of
investing in the Select Class with the cost of investing in other mutual funds.
The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS. 5 YRS. 10 YRS.
- -------------------------------------------------------------------------------------------------

YOUR COST ($) 74 230 410 930

(3) REFLECTS A WRITTEN AGREEMENT PURSUANT TO WHICH JPMORGAN CHASE AGREES THAT
IT OR ONE OF ITS AFFILIATES WILL REIMBURSE THE FUND TO THE EXTENT TOTAL
OPERATING EXPENSES OF THE SELECT CLASS (EXCLUDING INTEREST, TAXES,
EXTRAORDINARY EXPENSES AND EXPENSES RELATED TO THE DEFERRED COMPENSATION
PLAN) EXCEED 0.72% OF ITS AVERAGE DAILY NET ASSETS FOR THREE YEARS.

JPMORGAN DIVERSIFIED FUND
- --------------------------------------------------------------------------------

THE FUND'S OBJECTIVE

The Fund seeks to provide a high total return from a diversified portfolio of
stocks and bonds.

THE FUND'S MAIN
INVESTMENT STRATEGY

Drawing on a variety of analytical tools, the portfolio management team
allocates assets among various types of stock and bond investments, based on the
following model allocations:

- - 52% medium- and large-cap U.S. stocks

- - 35% U.S. and foreign bonds

- - 10% foreign stocks

- - 3% small-cap U.S. stocks

The team periodically adjusts the Fund's actual asset allocation according to
the relative attractiveness of each asset class.

Within this asset allocation framework, the team selects the Fund's securities.
With the stock portion of the portfolio, the Fund keeps its economic sector
weightings in line with the markets in which it invests, while actively seeking
the most attractive stocks within each sector. In choosing individual stocks,
the team ranks them according to their relative value using a proprietary model
that incorporates research from the adviser's worldwide network of analysts.
Foreign stocks are chosen using a similar process, while also monitoring country
allocation and currency exposure.

With the bond portion of the portfolio, the team uses fundamental, economic, and
capital markets research to select securities. The team actively manages the mix
of U.S. and foreign bonds while typically keeping duration -- a common
measurement of sensitivity to interest rate movements -- within one year of the
average for the U.S. investment-grade bond universe (currently about 5 years).

In managing the equity portion of the Fund, the adviser, J.P. Morgan Investment
Management Inc., employs a three-step process:

The adviser takes an in-depth look at company prospects over a relatively long
period -- often as much as five years -- rather than focusing on near-term
expectations. This approach is designed to provide insight into a company's real
growth potential. The adviser's in-house research is developed by an extensive
worldwide network of over 150 career analysts. The team of analysts dedicated to
U.S. equities includes more than 20 members, with an average of over 11 years of
experience.

The research findings allow the adviser to rank the companies in each industry
group according to their relative value. The greater a company's estimated worth
compared to the current market price of its stock, the more undervalued the
company. The valuation rankings are produced with the help of a variety of
models that quantify the research team's findings.

The Fund buys and sells stocks according to its own policies, using the research
and valuation rankings as a basis. In general, the Fund's management team buys
stocks that are identified as undervalued and considers selling them when they
appear overvalued. Along with attractive valuation, the Fund's managers often
consider a number of other criteria:

- - catalysts that could trigger a rise in a stock's price

JPMORGAN DIVERSIFIED FUND
- --------------------------------------------------------------------------------

- - high potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

In managing the fixed income portion of the Fund, the adviser also employs a
three-step process that combines sector allocation, fundamental research for
identifying portfolio securities, and duration management.

The sector allocation team meets monthly, analyzing the fundamentals of a broad
range of sectors in which the Fund may invest. The team seeks to enhance
performance and manage risk by underweighting or overweighting sectors.

Forecasting teams use fundamental economic factors to develop strategic
forecasts of the direction of interest rates. Based on these forecasts,
strategists establish the Fund's target duration, a common measurement of a
security's sensitivity to interest rate movements. The Fund's target duration
typically remains relatively close to the duration of the market as a whole, as
represented by the Fund's benchmark. The strategists closely monitor the Fund
and make tactical adjustments as necessary.

The Fund may invest up to 25% of its assets in high-yield, non-investment grade
securities rated BB/Ba or B.

The Fund may invest in foreign securities, including depositary receipts. Its
equity investments may also include convertible securities, which generally pay
interest or dividends and which can be converted into common or preferred stock.

The Fund's equity holdings may also include real estate investment trusts
(REITs), which are pools of investments primarily in income-producing real
estate or loans related to real estate.

The 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. It may also buy asset-backed securities. These receive a stream
of income from a particular asset, such as credit card receivables.

The Fund may invest in floating rate securities, whose interest rate adjusts
automatically whenever a specified interest rate changes.

The Fund may invest any portion of its

[SIDENOTE]

BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:
- THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT
OBJECTIVE.
- THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL
VARY FROM YEAR TO YEAR, DEPENDING ON MARKET CONDITIONS.

JPMORGAN DIVERSIFIED FUND
- --------------------------------------------------------------------------------

assets that aren't in stocks or fixed-income securities in high-quality money
market instruments and repurchase agreements. To temporarily defend its assets,
the Fund may put any amount of its assets in these types of investments.

The Fund may invest in derivatives, which are financial instruments whose
value is based on another security, index or exchange rate. The Fund may use
derivatives to hedge various investments and for risk management.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS
All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some of the specific risks of investing in the
Fund.

The value of shares of the Fund will be influenced by conditions in stock and
bond markets as well as the performance of the companies selected for the Fund's
portfolio.

The Fund may invest in mid- and small-capitalization companies. The
securities of these companies may trade less frequently and in smaller
volumes than securities of larger, more established companies. As a result,
share price changes may be more sudden or more erratic. These companies may
have limited product lines, markets or financial resources, and they may
depend on a small management group.

High-yield debt securities may carry greater risks than securities which have
higher credit ratings, including a high risk of default. The yields of
lower-rated securities will move up and down over time. The credit rating of a
high-yield security evaluates the ability of the issuer to make principal and
interest or dividend payments; it does not necessarily address its market value
risk. Ratings and market value may change, positively or negatively, from time
to time to reflect new developments regarding the issuer.

Companies which issue high-yield securities are often young and growing and have
a lot of debt. High-yield securities are considered speculative, meaning there
is a significant risk that the issuer may not be able to repay principal or pay
interest or dividends on time. In addition, the issuer's other creditors may
have the right to be paid before holders of the high-yield security.

During an economic downturn, a period of rising interest rates or a recession,
issuers of high-yield securities that have a lot of debt may experience
financial problems. They may not have enough cash to make their payments. An
economic downturn could also hurt the market for lower-rated securities and the
Fund.

The market for high-yield securities is not as liquid as the markets for higher
rated securities. This means that it may be harder to sell high-yield
securities, especially on short notice.

[SIDENOTE]

INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.

JPMORGAN DIVERSIFIED FUND
- --------------------------------------------------------------------------------

The market could also be hurt by legal or tax changes.

The costs of investing in the high-yield market are usually higher than
investing in investment grade securities. The Fund has to spend more money for
investment research and commissions.

Securities which are rated Baa by Moody's Investors Service, Inc. or BBB by
Standard & Poor's Corporation may have fewer protective provisions and are
generally more risky than higher-rated securities. The issuer may have trouble
making principal and interest payments when difficult economic conditions exist.

Investments in foreign securities may be riskier than investments in the United
States. Because foreign securities are usually denominated in foreign
currencies, the value of the Fund's portfolio may be influenced by currency
exchange rates and exchange control regulations. Foreign securities may be
affected by political, social and economic instability. Some securities may be
harder to trade without incurring a loss and may be difficult to convert into
cash. There may be less public information available, differing settlement
procedures, or regulations and standards that don't match U.S. standards. Some
countries may nationalize or expropriate assets or impose exchange controls.
These risks increase when investing in issuers located in emerging markets.

Unsponsored depositary receipts may not provide as much information about the
underlying issuer and may not carry the same voting privileges as sponsored
depositary receipts.

In early 1999, the European Monetary Union implemented a new currency called the
"euro," which is expected to replace existing national currencies by July 1,
2002. Full implementation of the euro may be delayed and difficulties with the
conversion may significantly impact European capital markets. It is possible
that the euro could increase volatility in financial markets, which could have a
negative effect on the strength and value of the U.S. dollar and, as a result,
the value of shares of the Fund.

The value of the Fund's fixed-income securities tends to fall when prevailing
interest rates rise. Such a drop could be worse if the Fund invests a larger
portion of its assets in debt securities with longer maturities. That's because
long-term debt securities are more sensitive to interest rate changes than other
fixed-income securities.

When the Fund invests in mortgage-related securities, the value of the Fund
could change more often and to a greater degree than if it did not buy
mortgage-related securities. That's because the prepayment features on some
mortgage-related securities make them more sensitive to interest rate changes.
Mortgage-related securities are subject to scheduled and unscheduled principal
payments as property owners pay down or prepay their mortgages. As these
payments are received, they must be reinvested when interest rates may be higher
or lower than on the original mortgage security. When interest rates are rising,
the value of fixed-income securities with prepayment features are likely to
decrease as much or more than securities without

JPMORGAN DIVERSIFIED FUND
- --------------------------------------------------------------------------------

prepayment features. In addition, while the value of fixed-income securities
will generally increase when interest rates decline, the value of
mortgage-related securities with prepayment features may not increase as much as
securities without prepayment features.

Collateral mortgage obligations 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
the Fund invests may be more volatile.

The value of interest-only and principal-only mortgage-backed securities are
more volatile than other types of mortgage-related securities. That's because
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, these instruments may be illiquid.

Certain securities which the Fund may hold, such as stripped obligations and
zero coupon securities, are more sensitive to changes in interest rates than
ordinary interest-paying securities.

Some asset-backed securities may have additional risk because they may receive
little or no collateral protection from the underlying assets.

Because the interest rate changes on floating rate securities, the Fund's yield
may decline and it may lose the opportunity for capital appreciation when
interest rates decline.

Dollar rolls, forward commitments and repurchase agreements involve some risk to
the Fund if the other party does not live up to its obligations under the
agreement.

The market value of convertible securities tends to decline as interest rates
increase. Their value also tends to change whenever the market value of the
underlying common or preferred stock fluctuates.

The value of REITs will depend on the value of the underlying properties or the
underlying loans or interest. The value of REITs may decline when interest rates
rise.

If the Fund invests a substantial portion of its assets in money market
instruments, repurchase agreements and U.S. government obligations, including
where the Fund is investing for temporary defensive purposes, it could reduce
the Fund's potential return.

Derivatives may be more risky than other types of investments because they may
respond more to changes in economic conditions than other types of investments.

Over the long term, investors can anticipate that the fund's total return and
volatility should exceed those of bonds but remain less than those of medium-
and large-capitalization domestic stocks.

JPMORGAN DIVERSIFIED FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund had
only one class of shares, and operated in a master-feeder structure. As of the
date of this prospectus, the Fund's existing share class will be re-named
"Institutional" and Select Class Shares will be introduced. The bar chart shows
how the performance of the Fund's shares has varied from calendar year to
calendar year over the life of the Fund. This provides some indication of the
the risks of investing in the Fund. The table shows the average annual total
returns for the past one year, five years and ten years (or if less than such
periods, the life of the Fund). It compares that performance to the Fund
Benchmark and the S&P 500 Index. The Fund Benchmark is a composite benchmark of
unmanaged indices that corresponds to the Fund's model allocation and that
consists of the S&P 500 (52%), Russell 2000 (3%), Salomon Smith Barney Broad
Investment Grade Bond (35%), and MSCI EAFE (10%) indices. During these periods,
the actual returns of Select Class Shares would have been lower than shown
because Select Class Shares have higher expenses than Institutional Class
Shares.

YEAR-BY-YEAR RETURNS(1),(2)

[CHART]

1994 0.93%
1995 26.84%
1996 13.68%
1997 18.89%
1998 18.60%
1999 14.23%
2000 -3.97%

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS -6.94%.

BEST QUARTER 13.48%
4th quarter, 1998
WORST QUARTER -6.13%
3rd quarter, 1998

AVERAGE ANNUAL TOTAL RETURN (%)
Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. LIFE OF FUND(1)

DIVERSIFIED FUND
(AFTER EXPENSES) 3.97 11.95 12.11
FUND BENCHMARK (NO EXPENSES) -2.30 13.06 12.87
S&P 500 INDEX (NO EXPENSES) -9.11 18.33 17.94

(1) THE FUND COMMENCED OPERATIONS ON 9/10/93 AND RETURNS REFLECT PERFORMANCE OF
THE FUND FROM 9/30/93.

(2) THE FUND'S FISCAL YEAR END IS 6/30.

JPMORGAN DIVERSIFIED FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES
The estimated expenses of the Select Class before and after reimbursement are
shown below. The Select Class has no sales, redemption or account fees and
generally no exchange fees, although some institutions may charge you a fee for
shares you buy through them.

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM SELECT
CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)

SELECT CLASS
SHARES 0.55% NONE 0.25% 0.26% 1.06% 0.08% 0.98%

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost of
investing in the Select Class with the cost of investing in other mutual funds.
The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.

YOUR COST ($) 100 312

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL
YEAR.

(4) REFLECTS A WRITTEN AGREEMENT PURSUANT TO WHICH JPMORGAN CHASE AGREES THAT
IT OR ONE OF ITS AFFILIATES WILL REIMBURSE THE FUND TO THE EXTENT TOTAL
OPERATING EXPENSES OF THE SELECT CLASS (EXCLUDING INTEREST, TAXES,
EXTRAORDINARY EXPENSES AND EXPENSES RELATED TO THE DEFERRED COMPENSATION
PLAN) EXCEED 0.98% OF ITS AVERAGE DAILY NET ASSETS FOR THREE YEARS. THE
TOTAL ANNUAL OPERATING EXPENSES ARE NOT EXPECTED TO EXCEED 0.91% FOR
SELECT CLASS SHARES DUE TO CONTRACTUAL CAPS ON OTHER CLASSES OF SHARES
WHICH REQUIRE FUND LEVEL SUBSIDIES. THIS ARRANGEMENT MAY END WHEN THESE
FUND LEVEL SUBSIDIES ARE NO LONGER REQUIRED.

JPMORGAN U.S. EQUITY FUND
- --------------------------------------------------------------------------------
THE FUND'S OBJECTIVE

THE FUND SEEKS TO PROVIDE HIGH TOTAL RETURN FROM A PORTFOLIO OF SELECTED EQUITY
SECURITIES.

THE FUND'S MAIN
INVESTMENT STRATEGY
The Fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the Fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The Fund can moderately underweight or
overweight industries when it believes it will benefit performance.

Within each industry, the Fund focuses on those stocks that it considers most
undervalued. The Fund generally considers selling stocks that appear overvalued.

By emphasizing undervalued stocks, the Fund seeks to produce returns that exceed
those of the S&P 500. At the same time, by controlling the industry weightings
of the Fund so they can differ only moderately from the industry weightings of
the S&P 500, the Fund seeks to limit its volatility to that of the overall
market, as represented by this index.

In managing the Fund, the adviser, J.P. Morgan Investment Management Inc.,
employs a three-step process that combines research, valuation and stock
selection.

The adviser takes an in-depth look at company prospects over a relatively long
period -- often as much as five years -- rather than focusing on near-term
expectations. This approach is designed to provide insight into a company's real
growth potential. The adviser's in-house research is developed by an extensive
worldwide network of over 80 career equity analysts. The team of analysts
dedicated to U.S. equities includes more than 35 members, with an average of
over ten years of experience.

The Fund buys and sells stocks according to its own policies, using the research
and valuation rankings as a basis. In general, the management team buys stocks
that are identified as undervalued and considers selling them when they appear
overvalued. Along with attractive valuation, the managers often consider a
number of other criteria:

- - catalysts that could trigger a rise in a stock's price

- - high potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

[SIDENOTE]

BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:
- THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT
OBJECTIVE.
- THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING
HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO
YEAR, DEPENDING ON MARKET CONDITIONS.

JPMORGAN U.S. EQUITY FUND
- --------------------------------------------------------------------------------

When the adviser wishes to limit the Fund's equity investments because of
adverse market conditions, the Fund may temporarily invest any amount in
investment-grade debt securities.

The Fund may invest any portion of its assets that isn't in stocks or
fixed-income securities in high-quality money market instruments and
repurchase agreements. To temporarily defend its assets, the Fund may put any
amount of its assets in these types of investments.

The Fund may invest in derivatives, which are financial instruments whose value
is based on another security, index or exchange rate. The Fund may use
derivatives to hedge various investments and for risk management.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some of the specific risks of investing in the
Fund.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

The Fund may invest in mid-capitalization companies. The securities of mid-
capitalization companies may trade less frequently and in smaller volumes than
securities of larger, more established companies. As a result, share price
changes may be more sudden or more erratic. Mid-sized companies may have limited
product lines, markets or financial resources, and they may depend on a small
management group.

The market value of convertible securities and debt securities tends to decline
as interest rates increase. Such a drop could be worse if the Fund invests a
larger portion of its assets in debt securities with longer maturities. The
value of convertible securities also tends to change whenever the market value
of the underlying common or preferred stock fluctuates.

Derivatives may be more risky than other types of investments because they may
respond more to changes in economic conditions than other types of investments.

[SIDENOTE]

JPMORGAN U.S. EQUITY FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)
This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund had
only one class of shares, and operated in a master-feeder structure. As of the
date of this prospectus, the Fund's existing share class will be re-named
"Institutional" and Select Class Shares will be introduced. The bar chart shows
how the performance of the Fund's shares has varied from calendar year to
calendar year over the life of the Fund. This provides some indication of the
risks of investing in the Fund. The table shows the average annual total returns
for the past one year, five years and ten years (or if less than such periods,
the life of the Fund). It compares that performance to the S&P 500 Index, a
widely recognized market benchmark. During these periods, the actual returns of
Select Class Shares would have been lower than shown because Select Class Shares
have higher expenses than Institutional Class Shares.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS
OF 3/31/01 WAS -12.88%

YEAR-BY-YEAR RETURNS(1),(2)

[CHART]

1991 34.12%
1992 8.73%
1993 11.06%
1994 -0.32%
1995 32.83%
1996 21.22%
1997 28.58%
1998 24.79%
1999 14.88%
2000 -6.37%

BEST QUARTER 21.46%
4th quarter, 1998
WORST QUARTER -17.97%
3rd quarter, 1998

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. PAST 10 YRS.

U.S. EQUITY FUND (AFTER EXPENSES) -6.37 15.91 16.19
S&P 500 INDEX (NO EXPENSES) -9.11 18.33 17.46

(1) THE FUND COMMENCED OPERATIONS ON 9/17/93. FOR THE PERIOD 1/1/90 THROUGH
9/30/93, RETURNS REFLECT PERFORMANCE OF THE PIERPONT EQUITY FUND, THE
PREDECESSOR OF THE FUND.

(2) THE FUND'S FISCAL YEAR END IS 5/31.

JPMORGAN U.S. EQUITY FUND
- --------------------------------------------------------------------------------

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM SELECT
CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)

SELECT CLASS
SHARES 0.40% NONE 0.25% 0.24% 0.89% 0.10% 0.79%

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost of
investing in the Select Class with the cost of investing in other mutual funds.
The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.

YOUR COST ($) 81 252

(3) "Other expenses" are based on estimated amounts for the current fiscal
year.

(4) Reflects a written agreement pursuant to which jpmorgan chase agrees that
it or one of its affiliates will reimburse the fund to the extent total
operating expenses of the select class (excluding interest, taxes,
extraordinary expenses and expenses related to the deferred compensation
Plan) exceed 0.79% Of its average daily net assets for three years.

JPMORGAN DISCIPLINED EQUITY FUND
- --------------------------------------------------------------------------------

THE FUND'S OBJECTIVE

The Fund seeks to provide a consistently high total return from a broadly
diversified portfolio of equity securities with risk characteristics similar to
the Standard & Poor's 500 Stock Index (S&P 500).

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the Fund's weightings are similar to those of the S&P 500.
The Fund does not look to overweight or underweight industries.

Within each industry, the Fund modestly overweights stocks that it considers
undervalued or fairly valued while modestly underweighting or not holding stocks
that appear overvalued. Therefore, the Fund tends to own a larger number of
stocks within the S&P 500 than the U.S. Equity Fund.

By owning a large number of stocks within the S&P 500, with an emphasis on those
that appear undervalued or fairly valued, and by tracking the industry
weightings of that index, the Fund seeks returns that modestly exceed those of
the S&P 500 over the long term with virtually the same level of volatility.

In managing the Fund, the adviser, J.P. Morgan Investment Management Inc.,
employs a three-step process that combines research, valuation and stock
selection.

The adviser takes an in-depth look at company prospects over a relatively long
period -- often as much as five years -- rather than focusing on near-term
expectations. This approach is designed to provide insight into a company's real
growth potential. The adviser's in-house research is developed by an extensive
worldwide network of over 80 career equity analysts. The team of analysts
dedicated to U.S. equities includes more than 35 members, with an average of
over ten years of experience.

- - catalysts that could trigger a rise in a stock's price

- - high potential reward compared to potential risk

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN DISCIPLINED EQUITY FUND
- --------------------------------------------------------------------------------

- - temporary mispricings caused by market overreactions

When the adviser wishes to limit the Fund's equity investments because of
adverse market conditions, the Fund may temporarily invest any amount in
investment-grade debt securities.

The Fund may invest any portion of its assets that isn't in stocks or
fixed-income securities in high-quality money market instruments and repurchase
agreements. To temporarily defend its assets, the Fund may put any amount of its
assets in these types of investments.

The Fund may invest in derivatives, which are financial instruments whose value
is based on another security, index or exchange rate. The Fund may use
derivatives to hedge various investments and for risk management.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some of the specific risks of investing in the
Fund.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

The Fund may invest in mid-capitalization companies. The securities of
mid-capitalization companies may trade less frequently and in smaller volumes
than securities of larger, more established companies. As a result, share price
changes may be more sudden or more erratic. Mid-sized companies may have limited
product lines, markets or financial resources, and they may depend on a small
management group.

Derivatives may be more risky than other types of investments because they may
respond more to changes in economic conditions than other types of
investments.

[SIDENOTE]
INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.

JPMORGAN DISCIPLINED EQUITY FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund had
only one class of shares, and operated in a master-feeder structure. As of the
date of this prospectus, the Fund's existing share class will be re-named
"Institutional" and Select Class Shares will be introduced. The bar chart shows
how the performance of the Fund's shares has varied from calendar year to
calendar year over the life of the Fund. This provides some indication of the
risks of investing in the Fund. The table shows the average annual total returns
for the past one year, five years and ten years (or if less than such periods,
the life of the Fund). It compares that performance to the S&P 500 Index, a
widely recognized market benchmark. During these periods, the actual returns of
Select Class Shares would have been lower than shown because Select Class Shares
have higher expenses than Institutional Class Shares.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS -11.86%

YEAR-BY-YEAR RETURNS(1),(2)

[CHART]

1998 32.35%
1999 18.32%
2000 -10.87%

BEST QUARTER 22.85%
4th quarter, 1998
WORST QUARTER -9.91%
3rd quarter, 1998

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. LIFE OF FUND

DISCIPLINED EQUITY FUND
(AFTER EXPENSES) -10.87 15.45
S&P 500 INDEX (NO EXPENSES) -9.11 15.79

(1) THE FUND COMMENCED OPERATIONS ON 1/3/97 AND PERFORMANCE IS CALCULATED AS OF
1/31/97.

(2) THE FUND'S FISCAL YEAR END IS 5/31.

JPMORGAN DISCIPLINED EQUITY FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM SELECT
CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)

SELECT CLASS
SHARES 0.35% NONE 0.25% 0.24% 0.84% 0.09% 0.75%

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost of
investing in the Select Class with the cost of investing in other mutual funds.
The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.

YOUR COST ($) 77 240

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL
YEAR.
(4) REFLECTS A WRITTEN AGREEMENT PURSUANT TO WHICH JPMORGAN CHASE AGREES THAT
IT OR ONE OF ITS AFFILIATES WILL REIMBURSE THE FUND TO THE EXTENT TOTAL
OPERATING EXPENSES OF THE SELECT CLASS (EXCLUDING INTEREST, TAXES,
EXTRAORDINARY EXPENSES AND EXPENSES RELATED TO THE DEFERRED COMPENSATION
PLAN) EXCEED 0.75% OF ITS AVERAGE DAILY NET ASSETS FOR THREE YEARS. THE
TOTAL ANNUAL OPERATING EXPENSES ARE NOT EXPECTED TO EXCEED 0.73% FOR
SELECT CLASS SHARES DUE TO CONTRACTUAL CAPS ON OTHER CLASSES OF SHARES
WHICH REQUIRE FUND LEVEL SUBSIDIES. THIS ARRANGEMENT MAY END WHEN THESE
FUND LEVEL SUBSIDIES ARE NO LONGER REQUIRED.

JPMORGAN U.S. SMALL COMPANY FUND
- --------------------------------------------------------------------------------

THE FUND'S OBJECTIVE

The Fund seeks is to provide high total return from a portfolio of small company
stocks.

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund invests primarily in small and medium sized U.S. companies whose market
capitalizations are greater than $125 million and less than $2 billion. Industry
by industry, the Fund's weightings are similar to those of the Russell 2000
Index. The Fund can moderately underweight or overweight industries when it
believes it will benefit performance.

Within each industry, the Fund focuses on those stocks that it considers most
undervalued. The Fund generally considers selling stocks that appear overvalued
or have grown into large-cap stocks.

The Fund pursues returns that exceed those of the Russell 2000 Index while
seeking to limit its volatility relative to this index.

In managing the Fund, the adviser, J.P. Morgan Investment Management Inc.,
employs a three-step process that combines research, valuation and stock
selection.

The adviser takes an in-depth look at company prospects over a relatively long
period -- often as much as five years -- rather than focusing on near-term
expectations. This approach is designed to provide insight into a company's real
growth potential. The adviser's in-house research is developed by an extensive
worldwide network of over 80 career equity analysts. The team of analysts
dedicated to U.S. equities includes more than 35 members, with an average of
over ten years of experience.

- - catalysts that could trigger a rise in a stock's price

- - high potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

When the adviser wishes to limit the Fund's equity investments because of
adverse market conditions, the Fund may temporarily invest any amount in
investment-grade debt securities.

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN U.S. SMALL COMPANY FUND
- --------------------------------------------------------------------------------

The Fund may invest any portion of its assets that isn't in stocks or
fixed-income securities in high-quality money market instruments and repurchase
agreements. To temporarily defend its assets, the Fund may put any amount of its
assets in these types of investments.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some of the specific risks of investing in the
Fund.

Because the assets in this Fund are invested mostly in small companies, the
value of your investment is likely to fluctuate more dramatically than an
investment in a fund which invests mostly in larger companies. That's because
smaller companies trade less frequently and in smaller volumes, which may lead
to more volatility in the prices of the securities. They may have limited
product lines, markets or financial resources, and they may depend on a small
management group.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

Derivatives may be more risky than other types of investments because they may
respond more to changes in economic conditions than other types of investments.

[SIDENOTE]
INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.

JPMORGAN U.S. SMALL COMPANY FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund had
only one class of shares, and operated in a master-feeder structure. As of the
date of this prospectus, the Fund's existing share class will be re-named
"Institutional" and Select Class Shares will be introduced. The bar chart shows
how the performance of the Fund's shares has varied from calendar year to
calendar year over the life of the Fund. This provides some indication of the
risks of investing in the Fund. The table shows the average annual total returns
for the past one year, five years and ten years (or if less than such periods,
the life of the Fund). It compares that performance to the Russell 2000 Index, a
widely recognized market benchmark. During these periods, the actual returns of
Select Class Shares would have been lower than shown because Select Class Shares
have higher expenses than Institutional Class Shares.

YEAR-BY-YEAR RETURNS(1),(2)

[CHART]

1991 59.59%
1992 18.98%
1993 8.59%
1994 -5.81%
1995 31.88%
1996 20.84%
1997 22.70%
1998 -5.28%
1999 44.30%
2000 -9.59%

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS -15.76%

BEST QUARTER 34.75%
4th quarter, 1999
WORST QUARTER -21.61%
3rd quarter, 1998

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. PAST 10 YRS.

U.S. SMALL COMPANY FUND
(AFTER EXPENSES) -9.59 12.87 16.72
RUSSELL 2000 INDEX (NO EXPENSES) -3.02 10.31 15.53

(1) THE FUND COMMENCED OPERATIONS ON 11/4/93. FOR THE PERIOD 1/1/90 THROUGH
11/30/93 RETURNS REFLECT PERFORMANCE OF THE PIERPONT CAPITAL APPRECIATION
FUND, THE PREDECESSOR OF THE FUND.

(2) THE FUND'S FISCAL YEAR END IS 5/31.

JPMORGAN U.S. SMALL COMPANY FUND

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM
SELECT CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)

SELECT CLASS
SHARES 0.60% NONE 0.25% 0.24% 1.09% 0.08% 1.01%

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost of
investing in the Select Class with the cost of investing in other mutual funds.
The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.

YOUR COST ($) 103 322

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.

JPMORGAN FLEMING INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------

THE FUND'S OBJECTIVE

The Fund seeks to provide high total return from a portfolio of foreign company
equity securities.

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund invests primarily in equity securities from developed countries
included in the Morgan Stanley Capital International Europe, Australasia, and
Far East Index (EAFE), which is the Fund's benchmark. The Fund typically does
not invest in U.S. companies.

The Fund's industry weightings generally approximate those of the EAFE Index,
although it does not seek to mirror the index in its choice of individual
securities, and may overweight or underweight countries relative to the EAFE
Index. In choosing stocks, the fund emphasizes those that are ranked as
undervalued according to the adviser's proprietary research, while
underweighting or avoiding those that appear overvalued.

Through its extensive global equity research and analytical systems,
the adviser seeks to generate an information advantage. Using fundamental
analysis as well as macro-economic models, the adviser develops proprietary
research on countries, companies, and currencies. In these processes, the
analysts focus on a relatively long period rather than on near-term expectations
alone. The team of analysts dedicated to international equities includes more
than 90 members around the world, with an average of nearly ten years of
experience.

In managing the Fund, the adviser, J.P. Morgan Investment Management Inc.,
employs a three-step process that combines country allocation, fundamental
research for identifying portfolio securities, and currency management
decisions.

The adviser takes an in-depth look at the relative valuations and economic
prospects of different countries, ranking the attractiveness of their markets.
Using these rankings, a team of strategists establishes a country allocation for
the Fund. Country allocation may vary either significantly or moderately from
the benchmark. The adviser considers the developed countries of Europe
(excluding the U.K.) as a whole while monitoring the Fund's exposure to any one
country.

Various models are used to quantify the adviser's fundamental stock research,
producing a ranking of companies in each industry group according to their
relative value. The Fund's management team then buys and sells stocks, using the
research and valuation rankings as well as its assessment of other factors,
including:

- - catalysts that could trigger a change in a stock's price

- - potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

[SIDENOTE]

BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN FLEMING INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------

The Fund has access to the adviser's currency specialists in determining the
extent and nature of the Fund's exposure to various foreign currencies.

The Fund may invest in securities denominated in U.S. dollars, major reserve
currencies and currencies of other countries in which it can invest.

While the Fund invests primarily in equities, it may also invest in
investment-grade debt securities. Investment-grade means a rating of Baa or
higher by Moody's Investors Service, Inc., BBB or higher by Standard & Poor's
Corporation or the equivalent by another national rating organization or unrated
securities of comparable quality.

To temporarily defend its assets, the Fund may invest any amount of its assets
in high-quality short-term securities.

Where the capital markets in certain countries are either less developed or not
easy to access, the Fund may invest in these countries by investing in
closed-end investment companies that are authorized to invest in those
countries.

The Fund may invest in derivatives, financial instruments the value of which is
based on another security, index or exchange rate. The Fund may use derivatives
to hedge various investments and for risk management.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. This section describes some of the specific risks of
investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations regarding
particular securities or markets are not met.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

Because the Fund invests primarily in securities of issuers outside the United
States, an investment in the Fund is riskier than an investment in a U.S. equity
fund. Because foreign securities are usually denominated in foreign currencies,
the value of the Fund's portfolio may be influenced by currency exchange rates
and exchange control regulations. Foreign securities may be affected by
political, social and economic instability. Some securities may be harder to
trade without incurring a loss and may be difficult to convert into cash. There
may be less public information available, differing settlement procedures, or
regulations and standards that do not match U.S. standards. Some countries may
nationalize or expropriate assets or impose exchange controls. These risks
increase when investing in issuers located in emerging markets.

JPMORGAN FLEMING INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------

The Fund's investments may take the form of depositary receipts, including
unsponsored depositary receipts. Unsponsored depositary receipts may not provide
as much information about the underlying issuer and may not carry the same
voting privileges as sponsored depositary receipts.

The Fund's investments in emerging markets could lead to more volatility in the
value of the Fund's shares. As mentioned above, the normal risks of investing in
foreign countries are heightened when investing in emerging markets. In
addition, the small size of securities markets and the low trading volume may
lead to a lack of liquidity, which leads to increased volatility. Also, emerging
markets may not provide adequate legal protection for private or foreign
investment or private property.

In early 1999, the European Monetary Union implemented a new currency called the
"euro," which is expected to replace existing national currencies by July 1,
2002. Full implementation of the euro may be delayed and difficulties with the
conversion may significantly impact European capital markets. It is possible
that the euro could increase volatility in financial markets worldwide, which
could have a negative effect on the value of shares of the Fund.

Because the Fund may invest in small companies, the value of your investment may
fluctuate more dramatically than an investment in a fund which does not invest
in small companies. That's because small companies trade less frequently and in
smaller volumes, which may lead to more volatility in the prices of their
securities. They may have limited product lines, markets or financial resources,
and they may depend on a small management group.

The market value of convertible securities and other debt securities tends to
fall when prevailing interest rates rise. The value of convertible securities
also tends to change whenever the market value of the underlying common or
preferred stock fluctuates. Securities which are rated Baa by Moody's or BBB by
S&P may have fewer protective provisions than higher rated securities. The
issuer may have trouble making principal and interest payments when difficult
economic conditions exist.

If the Fund invests in closed-end investment companies, it may incur added
expenses such as additional management fees and trading costs.

If the Fund invests a substantial portion of its assets in money market
instruments, repurchase agreements and debt securities, including situations in
which the Fund is investing for temporary defensive purposes, it could reduce
the Fund's potential return.

Derivatives may be riskier than other types of investments because they may be
more sensitive to changes in economic conditions than other types of
investments.

[SIDENOTE]

INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.

JPMORGAN FLEMING INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)
This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund had
only one class of shares, and operated in a master-feeder structure. As of the
date of this prospectus, the Fund's existing share class will be re-named
"Institutional" and Select Class Shares will be introduced. The bar chart shows
how the performance of the Fund's shares has varied from calendar year to
calendar year over the life of the Fund. This provides some indication of the
risks of investing in the Fund. The table shows the average annual total returns
for the past one year, five years and ten years (or if less than such periods,
the life of the Fund). It compares that performance to the EAFE Index, a widely
recognized market benchmark. During these periods, the actual returns of Select
Class Shares would have been lower than shown because Select Class Shares have
higher expenses than Institutional Class Shares.

YEAR-BY-YEAR RETURNS (1),(2)

[CHART]

1991 10.58%
1992 -10.77%
1993 24.52%
1994 6.00%
1995 7.96%
1996 8.48%
1997 1.46%
1998 13.62%
1999 30.22%
2000 -17.75%

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS -14.54%

BEST QUARTER 30.22%
4th quarter, 1999
WORST QUARTER -17.75%
4th quarter, 2000

AVERAGE ANNUAL TOTAL RETURN (%)
Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. LIFE OF FUND

FLEMING INTERNATIONAL EQUITY FUND
(AFTER EXPENSES) -17.75 6.02 5.19
EAFE INDEX (NO EXPENSES) -14.17 7.13 6.29

(1) THE FUND COMMENCED OPERATIONS ON 10/4/93, AND RETURNS REFLECT THE
PERFORMANCE OF THE FUND FROM 11/1/93 FORWARD. FOR THE PERIOD 6/30/90 TO
10/31/93, RETURNS REFLECT THE PERFORMANCE OF THE J.P. MORGAN INTERNATIONAL
EQUITY FUND, A SEPARATE FEEDER FUND INVESTING IN THE SAME MASTER PORTFOLIO.

(2) THE FUND'S FISCAL YEAR END IS 10/31.

JPMORGAN FLEMING INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM SELECT
CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)

SELECT SHARES 0.60% NONE 0.25% 0.57% 1.42% 0.01% 1.41%

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost of
investing in the Select Class with the cost of investing in other mutual funds.
The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.

YOUR COST ($) 144 446

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL
YEAR.

(4) REFLECTS A WRITTEN AGREEMENT PURSUANT TO WHICH JPMORGAN CHASE AGREES THAT
IT OR ONE OF ITS AFFILIATES WILL REIMBURSE THE FUND TO THE EXTENT TOTAL
OPERATING EXPENSES OF THE SELECT CLASS (EXCLUDING INTEREST, TAXES,
EXTRAORDINARY EXPENSES AND EXPENSES RELATED TO THE DEFERRED COMPENSATION
PLAN) EXCEED 1.41% OF ITS AVERAGE DAILY NET ASSETS FOR THREE YEARS.
TOTAL ANNUAL OPERATING EXPENSES ARE NOT EXPECTED TO EXCEED 1.25% FOR
SELECT CLASS SHARES DUE TO CONTRACTUAL CAPS ON OTHER CLASSES OF SHARES
WHICH REQUIRE FUND LEVEL SUBSIDIES. THIS ARRANGEMENT MAY END WHEN THESE
FUND LEVEL SUBSIDIES ARE NO LONGER REQUIRED.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

THE FUND'S OBJECTIVE

The Fund seeks to provide high total return from a portfolio of equity
securities of foreign companies in developed and, to a lesser extent, emerging
markets.

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund's assets are invested primarily in companies from developed markets
other than the U.S. The Fund's assets may also be invested to a limited extent
in companies from emerging markets. Developed countries include Australia,
Canada, Japan, New Zealand, the United Kingdom, and most of the countries of
western Europe; emerging markets include most other countries in the world.

The Fund focuses on stock picking, emphasizing those stocks that are ranked as
undervalued according to the adviser's proprietary research, while
underweighting or avoiding those that appear overvalued. The Fund's country
allocations and sector weightings may differ significantly from those of the
MSCI All Country World Index Free (ex-U.S.), the Fund's benchmark.

Through its extensive global equity research and analytical systems, the adviser
seeks to generate an information advantage. Using fundamental analysis as well
as macro-economic models, the adviser develops proprietary research on
countries, companies, and currencies. In these processes, the analysts focus on
a relatively long period rather than on near-term expectations alone. The team
of analysts dedicated to international equities includes more than 90 members
around the world, with an average of nearly ten years of experience.

The adviser takes an in-depth look at the relative valuations and economic
prospects of different countries, ranking the attractiveness of their markets.
Using these rankings, a team of strategists establishes a country allocation for
the Fund. Country allocation may vary either significantly or moderately from
the benchmark,. The adviser considers the developed countries of Europe
(excluding the U.K.) as a whole while monitoring the Fund's exposure to any one
country.

- - catalysts that could trigger a change in a stock's price

- - potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

The Fund has access to the adviser's currency specialists in determining the
extent and nature of the Fund's exposure to various foreign currencies.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

The Fund may invest in securities denominated in U.S. dollars, major reserve
currencies and currencies of other countries in which it can invest.

To temporarily defend its assets, the Fund may invest any amount of its assets
in high-quality short-term securities.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. This section describes some of the specific risks of
investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations regarding
particular securities or markets are not met.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

The Fund's investments may take the form of depositary receipts, including

[SIDENOTE]

BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

unsponsored depositary receipts. Unsponsored depositary receipts may not provide
as much information about the underlying issuer and may not carry the same
voting privileges as sponsored depositary receipts.

The Fund's investments in emerging markets could lead to more volatility in the
value of the Fund's shares. As mentioned above, the normal risks of investing in
foreign countries are heightened when investing in emerging markets. In
addition, the small size of securities markets and the low trading volume may
lead to a lack of liquidity, which leads to increased volatility. Also, emerging
markets may not provide adequate legal protection for private or foreign
investment or private property.

In early 1999, the European Monetary Union implemented a new currency called the
"euro," which is expected to replace existing national currencies by July 1,
2002. Full implementation of the euro may be delayed and difficulties with the
conversion may significantly impact European capital markets. It is possible
that the euro could increase volatility in financial markets worldwide, which
could have a negative effect on the value of shares of the Fund.

The market value of convertible securities and other debt securities tends to
fall when prevailing interest rates rise.

The value of convertible securities also tends to change whenever the market
value of the underlying common or preferred stock fluctuates. Securities which
are rated Baa by Moody's or BBB by S&P may have fewer protective provisions than
higher rated securities. The issuer may have trouble making principal and
interest payments when difficult economic conditions exist.

If the Fund invests in closed-end investment companies, it may incur added
expenses such as additional management fees and trading costs.

Derivatives may be riskier than other types of investments because they may be
more sensitive to changes in economic conditions than other types of
investments.

[SIDENOTE]

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund had
only one class of shares, and operated in a master-feeder structure. As of the
date of this prospectus, the Fund's existing share class will be re-named
"Institutional" and Select Class Shares will be introduced. The bar chart shows
how the performance of the Fund's shares has varied from calendar year to
calendar year over the life of the Fund. This provides some indication of the
risks of investing in the Fund. The table shows the average annual total returns
for the past one year, five years and ten years (or if less than such periods,
the life of the Fund). It compares that performance to the MSCI All Country
World Index Free (EX-U.S.), a widely recognized market benchmark. During these
periods, the actual returns of Select Class Shares would have been lower than
shown because Select Class Shares have higher expenses than Institutional Class
Shares.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS -14.65%

YEAR-BY-YEAR RETURNS(1),(2)

[CHART]

1998 3.83%
1999 39.90%
2000 -16.21%

BEST QUARTER 22.09%
4th quarter, 1998
WORST QUARTER -21.34%
3rd quarter, 1998

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(2)

PAST 1 YR. LIFE OF FUND

FLEMING INTERNATIONAL
OPPORTUNITIES FUND (AFTER EXPENSES) -16.21 7.67
MSCI ALL COUNTRY WORLD INDEX FREE (EX-U.S.) (NO EXPENSES) -15.09 7.06

(1) THE FUND'S FISCAL YEAR END IS 11/30.

(2) THE FUND COMMENCED OPERATIONS ON 2/26/97 AND PERFORMANCE IS CALCULATED AS
OF 2/28/97.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM SELECT
CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)

SELECT CLASS
SHARES 0.60% NONE 0.25% 0.35% 1.20% NONE 1.20

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost
of investing in the Select Class with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.

YOUR COST ($) 122 381

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL
YEAR.

JPMORGAN FLEMING EUROPEAN FUND
- --------------------------------------------------------------------------------

THE FUND'S OBJECTIVE

The Fund seeks total return from long-term capital growth. Total return
consists of capital growth and current income.

THE FUND'S MAIN INVESTMENT STRATEGY

The Fund will invest primarily in equity securities issued by companies with
principal business activities in Western Europe. Under normal market
conditions, the Fund invests at least 65% of its total assets in equity
securities of European issuers. These investments may take the form of
depositary receipts. Equity securities include common stocks, preferred
stocks, securities that are convertible into common stocks and warrants to
buy common stocks.

The Fund's adviser seeks to identify those Western European countries and
industries where political and economic factors, including currency changes,
are likely to produce above-average growth rates. Then the adviser tries to
identify companies within those countries and industries that are poised to
take advantage of those political and economic conditions. The Fund will
continually review economic and political events in the countries in which it
invests.

The Fund may invest in Austria, Belgium, Denmark, Germany, Finland, France,
Greece, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain,
Sweden, Switzerland, and the United Kingdom, as well as other Western
European countries which the advisers think are appropriate. In addition, the
Fund may invest up to 8% of its total assets in equity securities of emerging
market European issuers. These countries may include Poland, the Czech
Republic, Hungary and other similar countries which the adviser thinks are
appropriate.

The Fund may invest in securities denominated in U.S. dollars, major reserve
currencies and currencies of other countries in which it can invest. The
adviser may adjust the Fund's exposure to each currency based on its view of
the markets and issuers. The adviser will decide how much to invest in the
securities of a particular currency or country by evaluating the yield and
potential growth of an investment, as well as the relationship between the
currency and the U.S. dollar. The adviser may increase or decrease the
emphasis on a type of security, industry, country or currency, based on its
analysis of a variety of economic factors, including fundamental economic
strength, earnings growth, quality of management, industry growth, credit
quality and interest rate trends. The Fund may purchase securities where the
issuer is located in one country but the security is denominated in the
currency of another.

While the Fund's assets will usually be invested in a number of different
Western European countries, the Fund's adviser may at times invest most or
all of the assets in a limited number of these countries. The Fund will,
however, try to choose a wide range of industries and companies of varying
sizes.

While the Fund invests primarily in equities, it may also invest in
investment-grade debt securities. Investment grade means a rating of Baa or
higher by Moody's Investor Service, Inc., BBB or

JPMORGAN FLEMING EUROPEAN FUND
- --------------------------------------------------------------------------------

higher by Standard & Poor's Corporation or the equivalent by another national
rating organization or unrated securities of comparable quality. No more than
25% of the Fund's total assets will be invested in debt securities
denominated in a currency other than the U.S. dollar. No more than 25% of the
Fund's total assets will be invested in debt securities issued by a single
foreign government or international organization, such as the World Bank.

While the Fund intends to invest primarily in stocks and investment-grade
debt securities, under normal market conditions it is permitted to invest up
to 35% of its total assets in high-quality money market instruments and
repurchase agreements. To temporarily defend its assets, the Fund may invest
any amount of its assets in these instruments and in debt securities issued
by supranational organizations and companies and governments of countries in
which the Fund can invest and short-term debt instruments issued or
guaranteed by the government of any member of the Organization for Economic
Cooperation and Development. These debt securities may be in various
currencies. During unusual market conditions, the Fund may invest up to 20%
of its total assets in U.S. government debt securities.

Where the capital markets in certain countries are either less developed or
not easy to access, the Fund may invest in these countries by investing in
closed-end investment companies that are authorized to invest in those
countries.

The Fund may invest in derivatives, which are financial instruments the value
of which is based on another security, index or exchange rate. The Fund may
use derivatives to hedge various market risks or to increase the Fund's
income or gain.

The Fund may change any of these investment policies (but not its investment
objective) without shareholder approval. Shareholders of the Fund are
currently considering a proposal that would allow the Fund to change its
investment objective without shareholder approval.

THE FUND'S MAIN INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. This section describes some of the specific risks of
investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations
regarding particular securities or markets are not met.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

[SIDENOTE]

BEFORE YOU INVEST
INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:
- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.
- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING
THE FUND MAY TRADE SECURITIES ACTIVELY, WHICH COULD INCREASE TRANSACTION COSTS
(AND LOWER PERFORMANCE) AND INCREASE YOUR TAXABLE DIVIDENDS.

JPMORGAN FLEMING EUROPEAN FUND
- --------------------------------------------------------------------------------

Because the Fund invests primarily in securities of issuers outside the
United States, an investment in the Fund is riskier than an investment in a
U.S. equity fund. Because foreign securities are usually denominated in
foreign currencies, the value of the Fund's portfolio may be influenced by
currency exchange rates and exchange control regulations. Foreign securities
may be affected by political, social and economic instability. Some
securities may be harder to trade without incurring a loss and may be
difficult to convert into cash. There may be less public information
available, differing settlement procedures, or regulations and standards that
do not match U.S. standards. Some countries may nationalize or expropriate
assets or impose exchange controls. These risks increase when investing in
issuers located in emerging markets.

The Fund's investments may take the form of depositary receipts, including
unsponsored depositary receipts. Unsponsored depositary receipts may not
provide as much information about the underlying issuer and may not carry the
same voting privileges as sponsored depositary receipts.

The Fund's investments in emerging markets could lead to more volatility in
the value of the Fund's shares. As mentioned above, the normal risks of
investing in foreign countries are heightened when investing in emerging
markets. In addition, the small size of securities markets and the low
trading volume may lead to a lack of liquidity, which leads to increased
volatility. Also, emerging markets may not provide adequate legal protection
for private or foreign investment or private property.

The Fund's performance will be affected by political, social and economic
conditions in Europe, such as growth of the economic output (the Gross
National Product), the rate of inflation, the rate at which capital is
reinvested into European economies, the resource self-sufficiency of European
countries and interest and monetary exchange rates between European countries.

In early 1999, the European Monetary Union implemented a new currency called
the "euro," which is expected to replace existing national currencies by July
1, 2002. Full implementation of the euro may be delayed and difficulties with
the conversion may significantly impact European capital markets. It is
possible that the euro could increase volatility in financial markets, which
could have a negative effect on the strength and value of the U.S. dollar
and, as a result, the value of shares of the Fund.

Because the Fund may invest in small companies, the value of your investment
may fluctuate more dramatically than an investment in a fund which does not
invest in small companies. That's because small companies trade less
frequently and in smaller volumes, which may lead to more volatility in the
prices of their securities. They may have limited product lines, markets or
financial resources, and they may depend on a small management group.

[SIDENOTE]

JPMORGAN FLEMING EUROPEAN FUND
- --------------------------------------------------------------------------------

The market value of convertible securities and other debt securities tends to
fall when prevailing interest rates rise. The value of convertible securities
also tends to change whenever the market value of the underlying common or
preferred stock fluctuates. Securities which are rated Baa by Moody's or BBB
by S&P may have fewer protective provisions than higher rated securities. The
issuer may have trouble making principal and interest payments when difficult
economic conditions exist.

If the Fund invests in closed-end investment companies, it may incur added
expenses such as additional management fees and trading costs.

Investing a substantial portion of its assets in money market instruments,
repurchase agreements and debt securities, including situations in which the
Fund is investing for temporary defensive purposes, could reduce the Fund's
potential return.

Derivatives may be riskier than other types of investments because they may
be more sensitive to changes in economic conditions than other types of
investments. If they are used for non-hedging purposes, they could cause
losses that exceed the Fund's original investment.

JPMORGAN FLEMING EUROPEAN FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Class A Shares. Select Class Shares are being introduced as of the date of
this prospectus. The bar chart shows how the performance of the Fund's shares
has varied from calendar year to calendar year over the life of the Fund.
This provides some indication of the risks of investing in the Fund. The
table shows the average annual total returns for the past one year, five
years and ten years (or if less than such periods, the life of the Fund). It
compares that performance to the MSCI Europe Index and the Lipper European
Funds Index, widely recognized market benchmarks.

Past performance does not predict how any class of the Fund will perform in the
future.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS -14.81%

YEAR-BY-YEAR RETURNS(1),(2)

[CHART]

1996 28.10%
1997 21.38%
1998 28.17%
1999 36.06%
2000 -14.73%

BEST QUARTER 33.36%
4th quarter, 1999

WORST QUARTER -16.97%
3rd quarter, 1998

AVERAGE ANNUAL TOTAL RETURNS (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. LIFE OF FUND
- --------------------------------------------------------------------------------
FLEMING EUROPEAN FUND (AFTER EXPENSES) -19.64 16.86 16.69
- --------------------------------------------------------------------------------
MSCI EUROPE INDEX (NO EXPENSES) -8.14 15.75 15.05
- --------------------------------------------------------------------------------
LIPPER EUROPEAN FUNDS INDEX
(NO EXPENSES) -2.58 17.87 17.46
- --------------------------------------------------------------------------------

THE PERFORMANCE IN THE TABLE FOR THE CLASS A SHARES REFLECTS THE DEDUCTION OF
THE MAXIMUM FRONT END SALES LOAD. SELECT CLASS SHARES DO NOT PAY A SALES LOAD.

(1) CLASS A SHARES COMMENCED OPERATIONS ON 11/3/95.
(2) THE FUND'S FISCAL YEAR END IS 10/31.

JPMORGAN FLEMING EUROPEAN FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM
SELECT CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)

- ---------------------------------------------------------------------------------------------------------
SELECT CLASS
SHARES 0.65% NONE 0.25% 0.70% 1.60% 0.10% 1.50%
- ---------------------------------------------------------------------------------------------------------

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost
of investing in the Select Class with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.
- --------------------------------------------------------------------------------
YOUR COST ($) 153 474
- --------------------------------------------------------------------------------

JPMORGAN FLEMING EMERGING MARKETS EQUITY FUND
- -------------------------------------------------------------------------------
THE FUND'S OBJECTIVE

The Fund seeks to provide high total return from a portfolio of equity
securities from emerging markets issuers.

THE FUND'S MAIN INVESTMENT STRATEGY

The Fund invests primarily in equity securities from countries whose
economies or stock markets are less developed. The Fund may also invest to a
lesser extent in debt securities of these countries. This designation
currently includes most countries in the world except Australia, Canada,
Japan, New Zealand, the United Kingdom, the U.S., and most of the countries
of western Europe.

The Fund may overweight or underweight countries relative to its benchmark,
the Morgan Stanley Capital International (MSCI) Emerging Markets Free Index.
The Fund emphasizes stocks that are ranked as undervalued, while
underweighting or avoiding stocks that appear overvalued. The Fund typically
maintains full currency exposure to those markets in which it invests.
However, the Fund may from time to time hedge a portion of its foreign
currency exposure into the U.S. dollar.

By emphasizing undervalued stocks, the Fund has the potential to produce
returns that exceed those of the Fund's benchmark. At the same time, the Fund
seeks to limit its volatility to that of the benchmark.

Through its extensive global equity research and analytical systems, the
adviser seeks to generate an information advantage. Using fundamental
analysis as well as macro-economic models, the adviser develops proprietary
research on countries, companies, and currencies. In these processes, the
analysts focus on a relatively long period rather than on near-term
expectations alone. The team of analysts dedicated to international equities
includes more than 90 members around the world, with an average of nearly ten
years of experience.

The adviser takes an in-depth look at the relative valuations and economic
prospects of different countries, ranking the attractiveness of their
markets. Using these rankings, a team of strategists establishes a country
allocation for the Fund. Country allocation may vary either significantly or
moderately from the benchmark. The adviser considers the developed countries
of Europe (excluding the U.K.) as a whole

[SIDENOTE]

FREQUENCY OF TRADING
HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO
YEAR, DEPENDING ON MARKET CONDITIONS.

JPMORGAN FLEMING EMERGING MARKETS EQUITY FUND
- --------------------------------------------------------------------------------

while monitoring the Fund's exposure to any one country.

Various models are used to quantify the adviser's fundamental stock research,
producing a ranking of companies in each industry group according to their
relative value. The Fund's management team then buys and sells stocks, using
the research and valuation rankings as well as its assessment of other
factors, including:

- - catalysts that could trigger a change in a stock's price

- - potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

The Fund has access to the adviser's currency specialists in determining the
extent and nature of the Fund's exposure to various foreign currencies. The
Fund typically maintains full currency exposure to those markets in which it
invests.

The Fund may invest in securities denominated in U.S. dollars, major reserve
currencies and currencies of other countries in which it can invest.

While the Fund invests primarily in equities, it may also invest in debt
securities.

To temporarily defend its assets, the Fund may invest any amount of its
assets in high-quality short-term securities.

Where the capital markets in certain countries are either less developed or
not easy to access, the Fund may invest in these countries by investing in
closed-end investment companies that are authorized to invest in those
countries.

The Fund may invest in derivatives, financial instruments the value of which
is based on another security, index or exchange rate. The Fund may use
derivatives to hedge various investments and for risk management.

The Fund may change any of these investment policies (including its
investment objective) without shareholder approval.

THE FUND'S MAIN INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. This section describes some of the specific risks of
investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations
regarding particular securities or markets are not met.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

Because the Fund invests primarily in securities of issuers outside the
United States, an investment in the Fund is riskier than an investment in a
U.S. equity fund. Because foreign securities are usually denominated in
foreign currencies, the value of the Fund's portfolio may be influenced by
currency exchange rates and exchange control regulations. Foreign securities
may be affected by political, social and economic instability. Some
securities may be harder to trade without incurring a loss and may be
difficult to convert into cash. There may be less public information
available, differing settle-

JPMORGAN FLEMING EMERGING MARKETS EQUITY FUND
- --------------------------------------------------------------------------------

ment procedures, or regulations and standards that do not match U.S.
standards. Some countries may nationalize or expropriate assets or impose
exchange controls. These risks increase when investing in issuers located in
emerging markets.

The Fund's investments in emerging markets could lead to more volatility in
the value of the Fund's shares. As mentioned above, the normal risks of
investing in foreign countries are heightened when investing in emerging
markets. In addition, the small size of securities markets and the low
trading volume may lead to a lack of liquidity, which leads to increased
volatility. Also, emerging markets may not provide adequate legal protection
for private or foreign investment or private property.

The Fund's investments may take the form of depositary receipts, including
unsponsored depositary receipts. Unsponsored depositary receipts may not
provide as much information about the underlying issuer and may not carry the
same voting privileges as sponsored depositary receipts.

In early 1999, the European Monetary Union implemented a new currency called
the "euro," which is expected to replace existing national currencies by July
1, 2002. Full implementation of the euro may be delayed and difficulties with
the conversion may significantly impact European capital markets. It is
possible that the euro could increase volatility in financial markets
worldwide, which could have a negative effect on the value of shares of the
Fund.

Because the Fund may invest in small companies, the value of your investment
may fluctuate more dramatically than an investment in a fund which does not
invest in small companies. That's because small companies trade less
frequently and in smaller volumes, which may lead to more volatility in the
prices of their securities. They may have limited product lines, markets or
financial resources, and they may depend on a small management group.

Securities which are rated Baa by Moody's or BBB by S&P may have fewer
protective provisions than higher rated securities. The issuer may have trouble
making principal and interest payments when difficult economic conditions exist.

[SIDENOTE]

JPMORGAN FLEMING EMERGING MARKETS EQUITY FUND
- --------------------------------------------------------------------------------

If the Fund invests in closed-end investment companies, it may incur added
expenses such as additional management fees and trading costs.

If the Fund invests a substantial portion of its assets in money market
instruments, repurchase agreements and debt securities, including situations
in which the Fund is investing for temporary defensive purposes, it could
reduce the Fund's potential return.

Derivatives may be riskier than other types of investments because they may
be more sensitive to changes in economic conditions than other types of
investments.

JPMORGAN FLEMING EMERGING MARKETS EQUITY FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund
had only one class of shares, and operated in a master-feeder structure. As
of the date of this prospectus, the Fund's existing share class will be
re-named "Institutional" and Select Class Shares will be introduced. The bar
chart shows how the performance of the Fund's shares has varied from calendar
year to calendar year over the life of the Fund. This provides some
indication of the risks of investing in the Fund. The table shows the average
annual total returns for the past one year, five years and ten years (or if
less than such periods, the life of the Fund). It compares that performance
to the MSCI Emerging Markets Equity Free Index, a widely recognized market
benchmark. During these periods, the actual returns of Select Class Shares
would have been lower than shown because Select Class Shares have higher
expenses than Institutional Class Shares.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS -4.63%

YEAR-BY-YEAR RETURNS(1),(2)

[CHART]

1994 -7.19%
1995 -9.68%
1996 -8.84%
1997 -7.71%
1998 -30.33%
1999 59.40%
2000 -30.23%

BEST QUARTER 25.88%
4th quarter, 1999

WORST QUARTER -23.56%
2nd quarter, 1998

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(2)

PAST 1 YR. PAST 5 YRS. LIFE OF FUND
- --------------------------------------------------------------------------------

FLEMING EMERGING
MARKETS EQUITY (AFTER EXPENSES) -30.23 -8.20 -3.98
- --------------------------------------------------------------------------------
MSCI EMERGING MARKETS EQUITY FREE
(NO EXPENSES) -30.61 -4.17 -2.64
- --------------------------------------------------------------------------------

(1) THE FUND'S FISCAL YEAR END IS 10/31.

(2) THE FUND COMMENCED OPERATIONS ON 11/15/93 AND PERFORMANCE IS CALCULATED
AS OF 11/30/93.

JPMORGAN FLEMING EMERGING MARKETS EQUITY FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR SELECT CLASS SHARES

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM
SELECT CLASS ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12B-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)

- ---------------------------------------------------------------------------------------------------------
SELECT CLASS
SHARES 1.00% NONE 0.25% 0.63% 1.88% 0.13% 1.75%
- ---------------------------------------------------------------------------------------------------------

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost
of investing in the Select Class with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of the Select Class and
your actual costs may be higher or lower.

1 YR. 3 YRS.
- --------------------------------------------------------------------------------
YOUR COST ($) 178 551
- --------------------------------------------------------------------------------

WHO MAY WANT TO INVEST

THE SHORT TERM BOND, BOND, GLOBAL STRATEGIC INCOME, INTERMEDIATE TAX FREE INCOME
AND NEW YORK INTERMEDIATE TAX FREE INCOME FUNDS (THE FIXED INCOME FUNDS) ARE
DESIGNED FOR INVESTORS WHO:

- - want to add an income investment to further diversify a portfolio

- - want an investment whose risk/return potential is higher than that of money
market funds but generally less than that of stock funds

- - want an investment that pays monthly dividends

- - with regard to the Intermediate Tax Free Income Fund, are seeking income
that is exempt from federal personal income tax

- - with regard to the New York Intermediate Tax Free Income Fund, are seeking
income that is exempt from federal, state, and local (if applicable)
personal income taxes in New York

THESE FUNDS ARE NOT DESIGNED FOR INVESTORS WHO:

- - are investing for aggressive long-term growth

- - require stability of principal

- - with regard to the Global Strategic Income Fund, are not prepared to accept
a higher degree of risk than most traditional bond funds

- - with regard to the Intermediate Tax Free Income Fund or New York
Intermediate Tax Free Income Fund, are investing through a tax-deferred
account such as an IRA

THE DIVERSIFIED FUND IS DESIGNED FOR INVESTORS WHO:

- - are pursuing a long-term goal such as retirement

- - want an investment with the potential to outpace inflation

- - seek less risk than a fund investing completely in stocks

- - prefer to leave asset allocation decisions in the hands of an investment
professional

THIS FUND IS NOT DESIGNED FOR INVESTORS WHO:

- - are looking for the higher long-term potential growth (with the higher
risks) of a fund investing completely in stocks

- - require regular income or stability of principal

- - are pursuing a short-term goal or investing emergency reserves

WHO MAY WANT TO INVEST

THE U.S. EQUITY, DISCIPLINED EQUITY AND U.S. SMALL COMPANY FUNDS (THE U.S.
EQUITY FUNDS) ARE DESIGNED FOR INVESTORS WHO:

- - are pursuing a long-term goal such as retirement

- - want to add an investment with growth potential to further diversify a
portfolio

- - want Funds that seek to outperform the markets in which they each invest
over the long term

THESE FUNDS ARE NOT DESIGNED FOR INVESTORS WHO:

- - want Funds that pursue market trends or focus only on particular industries
or sectors

- - require regular income or stability of principal

- - are pursuing a short-term goal or investing emergency reserves

THE FLEMING INTERNATIONAL EQUITY, FLEMING INTERNATIONAL OPPORTUNITIES, FLEMING
EUROPEAN AND FLEMING EMERGING MARKETS EQUITY FUNDS (THE INTERNATIONAL EQUITY
FUNDS) ARE DESIGNED FOR INVESTORS WHO:

- - are pursuing a long-term goal

- - want to add a non-U.S. investment with growth potential to further
diversify a portfolio

- - want Funds that seek to consistently outperform the markets in which they
invest

THESE FUNDS ARE NOT DESIGNED FOR INVESTORS WHO:

- - are uncomfortable with the risks of international investing

- - are looking for a less aggressive stock investment

- - require regular income or stability of principal

- - are pursuing a short-term goal or investing emergency reserves

THE FUNDS' MANAGEMENT AND ADMINSTRATION

The Short Term Bond, Bond, Global Strategic Income, Diversified, U.S. Equity,
Disciplined Equity, U.S. Small Company, Fleming International Equity, Fleming
International Opportunities and Fleming Emerging Market Equity Funds are series
of J.P. Morgan Institutional Funds, a Massachusetts business trust. The
Intermediate Tax Free Income Fund and New York Intermediate Tax Free Income Fund
are series of Mutual Fund Select Trust, and Fleming European Fund is a series of
Mutual Fund Group, both of which are Massachusetts business trusts. The trustees
of each trusts are responsible for overseeing all business activities.

THE FUNDS' ADMINISTRATOR

Either Morgan Guaranty Trust Company of New York or The Chase Manhattan Bank (an
"Adminstrator") provides administrative services, oversees each Fund's other
service providers and provides Fund officers. The Administrator receives the
following annual fee on behalf of each Fund for administrative services:

0.15% of each Fund's pro-rata portion of the first $25 billion of average net
assets of all non-money market funds in the JPMorgan Funds complex plus 0.10% of
average net assets over $25 billion.

THE FUNDS' INVESTMENT ADVISERS

J.P. Morgan Investment Management Inc. ("JPMIM") is the investment adviser and
makes the day-to-day investment decisions for all Funds except the Intermediate
Tax Free Income Fund, the New York Intermediate Tax Free Income Fund and the
Fleming European Fund. JPMIM is located at 522 5th Avenue, New York, NY 10036.

J.P. Morgan Fleming Asset Management (USA) Inc. (JPMFAM (USA)) is the
investment adviser for the Intermediate Tax Free Income Fund, the New York
Intermediate Tax Free Income Fund and the Fleming European Fund and makes the
day-to-day investment decisions for each of the Intermediate Tax Free Income
Fund and New York Intermediate Tax Free Income Fund. Prior to February 28,
2001 the adviser to these three Funds was The Chase Manhattan Bank (Chase)
and JPMFAM (USA) was the sub-adviser for the Intermediate Tax Free Income
Fund and the New York Intermediate Tax Free Income Fund. JPMFAM (USA) is
located at 522 5th Avenue, New York, NY 10036.

Chase Fleming Asset Management (London) Limited (CFAM London) is the sub-adviser
to the Fleming European Fund and makes the day-to-day investment decisions for
that Fund. JPMFAM (USA) pays CFAM London a sub-advisory fee for its services.
CFAM London is located at Colvile House, 32 Curzon Street, London W1Y8AL.

JPMIM, JPMFAM (USA) and CFAM London are wholly owned subsidiaries of J.P. Morgan
Chase & Co. (JPMorgan Chase), a bank holding company.

FUNDS' INVESTMENT ADVISERS

During the most recent fiscal year, each adviser (as applicable) was paid
management fees (net of waivers) as a percentage of average net assets as
follows:

FISCAL
FUND YEAR END %

- -------------------------------------------------
SHORT TERM BOND FUND 10/31 0.25%
- -------------------------------------------------
BOND FUND 10/31 0.30%
- -------------------------------------------------
GLOBAL STRATEGIC INCOME FUND 10/31 0.45%
- -------------------------------------------------
INTERMEDIATE TAX FREE INCOME
FUND 8/31 0.24%
- -------------------------------------------------
NEW YORK INTERMEDIATE TAX
FREE INCOME FUND 8/31 0.24%
- -------------------------------------------------
DIVERSIFIED FUND 6/30 0.55%
- -------------------------------------------------
U.S. EQUITY FUND 5/31 0.40%
- -------------------------------------------------
DISCIPLINED EQUITY FUND 5/31 0.35%
- -------------------------------------------------
U.S. SMALL COMPANY FUND 5/31 0.60%
- -------------------------------------------------
FLEMING INTERNATIONAL EQUITY
FUND 10/31 0.60%
- -------------------------------------------------
FLEMING INTERNATIONAL
OPPORTUNITIES FUND 11/30 0.60%
- -------------------------------------------------
FLEMING EUROPEAN FUND 10/31 0.80%
- -------------------------------------------------
FLEMING EMERGING MARKETS
EQUITY FUND 10/31 1.00%
- -------------------------------------------------

PORTFOLIO MANAGERS

SHORT TERM BOND FUND, BOND FUND, GLOBAL STRATEGIC INCOME FUND,
INTERMEDIATE TAX FREE INCOME FUND AND NEW YORK INTERMEDIATE TAX FREE INCOME FUND

The Fixed Income Funds are managed by a team of individuals at JPMIM or JPMFAM
(USA), as applicable.

DIVERSIFIED FUND

The portfolio management team is led by John M. Devlin, vice president, who
joined the team in December of 1993 and has been at JPMIM since 1986, and Anne
Lester, vice president, who joined the team in June of 2000 and has been at
JPMIM since 1992. Prior to managing this Fund, Ms. Lester worked in the Product
Development group and as a fixed income and currency trader and portfolio
manager in Milan.

U.S. EQUITY FUND

The portfolio management team is comprised of 24 research analysts, who select
stocks in their respective sectors using the investment process described above.
Henry D. Cavanna, managing director, and James H. Russo, vice president and CFA,
oversee the portfolio and manage its cash flows. Mr Cavanna has been at JPMIM
since 1971. He served as manager of U.S. equity portfolios prior to managing the
Fund. Mr. Russo has been at JPMIM since 1994 and previously served in the equity
research group as an analyst covering consumer cyclical stocks.

DISCIPLINED EQUITY FUND

The portfolio management team is led by Bernard A. Kroll, managing director,
Timothy J. Devlin, vice president, and Nanette Buziak, vice president. Mr. Kroll
has been at JPMIM since August of 1996 and prior to that was an equity
derivatives specialist at Goldman Sachs & Co. Mr. Devlin has been at JPMIM since
July of 1996, and prior to that was an equity portfolio manager at Mitchell
Hutchins Asset Management Inc. Ms. Buziak has been at JPMIM since March of 1997
and prior to that was an index arbitrage trader and convertible bond portfolio
manager at First Marathon America Inc.

FUNDS' INVESTMENT ADVISERS

U.S. SMALL COMPANY FUND

The portfolio management team is led by Marian U. Pardo, managing director, and
Carolyn Jones, vice president. Ms. Pardo has been at JPMIM since 1968, except
for five months in 1988 when she was president of a small investment management
firm. Prior to managing the Fund, Ms. Pardo managed small- and large-cap equity
portfolios, equity and convertible funds, and several institutional portfolios.
Ms. Jones has been with JPMIM since July 1998. Prior to managing this Fund, Ms.
Jones served as a portfolio manager in JPMIM's private banking group and as a
product specialist at Merrill Lynch Asset Management.

FLEMING INTERNATIONAL EQUITY FUND

The portfolio management team is led by Nigel F. Emmett, vice president, who has
been on the team since joining JPMIM in August 1997, and by Jenny C. Sicat, vice
president, who joined the team in August 2000 and has been at JPMIM since 1995.
Previously, Mr. Emmett was an assistant manager at Brown Brothers Harriman and
Co. and a portfolio manager at Gartmore Investment Management. Prior to joining
the team, Ms. Sicat was a portfolio manager in Emerging Markets focusing on
currencies and derivatives.

FLEMING INTERNATIONAL OPPORTUNITIES FUND

The portfolio management team is led by Andrew C. Cormie, managing director, who
has been an international equity portfolio manager since 1997 and employed by
JPMIM since 1984, and by Nigel F. Emmett, vice president, who has been on the
team since joining JPMIM in August 1997, and by Jenny C. Sicat, vice president,
who joined the team in August 2000 and has been at JPMIM since 1995. Previously,
Mr. Emmett was an assistant manager at Brown Brothers Harriman and Co. and a
portfolio manager at Gartmore Investment Management. Prior to joining the team,
Ms. Sicat was a portfolio manager in Emerging Markets focusing on currencies and
derivatives.

FLEMING EUROPEAN FUND

James Elliot and Ajay Gambhir are both assistant directors of the European
Equity Group. Mr Elliot joined CFAM London in June of 1995 as an executive in
the European Investment Banking group. He was appointed a portfolio manager in
1998 and Assistant Director in 1999. Mr. Gambhir joined CFAM London in December
of 1997 as a Fund manager in the European Equity Group. Prior to that he worked
as a Fund manager at NM Rothschild & Sons Limited. Mr. Gambhir was appointed
Assistant Director in April of 2000. Both have managed the Fund since August of
2000.

FLEMING EMERGING MARKETS EQUITY FUND

The management team is led by Satyen Mehta, managing director, who has been at
JPMIM since 1984, and Peter Clark, vice president, who has been at JPMIM since
1968. Mr. Mehta has been on the team since the Fund's inception. Mr. Clark
joined the team in 1999.

HOW YOUR ACCOUNT WORKS

BUYING FUND SHARES

You don't pay any sales charge (sometimes called a load) when you buy Select
Class Shares in these Funds. The price you pay for your shares is the net asset
value per share (NAV). NAV is the value of everything the particular Fund owns,
minus everything it owes, divided by the number of shares held by investors.
Each Fund generally values its assets at their market value but may use fair
value if market prices are unavailable or do not represent a security's value at
the time of pricing.

The NAV of each class of shares is calculated once each day at the close of
regular trading on the New York Stock Exchange, each day the Funds receive
orders. You'll pay the next NAV calculated after the JPMorgan Fund Service
Center receives your order in proper form. An order is in proper form only after
funds are converted into federal funds.

The Fleming International Equity Fund, Fleming International Opportunities Fund,
Fleming European Fund and Fleming Emerging Markets Equity Fund invest in
securities that are primarily listed on foreign exchanges and these exchanges
may trade on Saturdays or other U.S. holidays on which the Funds do not price.
As a result, these Funds' portfolios will trade and their NAVs may fluctuate
significantly on days when you have no access to the Funds.

You can buy shares in two ways:

THROUGH YOUR INVESTMENT
REPRESENTATIVE OR FINANCIAL SERVICE FIRM

Tell your representative or firm which Funds you want to buy and he or she will
contact us. Your representative or firm may charge you a fee and may offer
additional services, such as special purchase and redemption programs. Some
representatives or firms charge a single fee that covers all services. Your
representative or firm may impose different minimum investments and earlier
deadlines to buy and sell shares.

THROUGH THE JPMORGAN FUNDS
SERVICE CENTER

Call 1-800-622-4273
Or
Complete the application form and mail it along with a check for the amount you
want to invest to:

JPMorgan Funds Service Center,
P.O. Box 219392
Kansas City, MO 64121-9392

The JPMorgan Funds Service Center accepts purchase orders on any business day
that the New York Stock Exchange is open. Normally, if the JPMorgan Funds
Service Center receives your order in proper form by the close of regular
trading on the New York Stock Exchange, we will process your order at that day's
price.

You must provide a Social Security Number or Taxpayer Identification Number when
you open an account. Each Fund has the right to refuse any purchase order or to
stop offering shares for sale at any time.

HOW YOUR ACCOUNT WORKS

Your purchase will be canceled if your check doesn't clear and you will be
responsible for any expenses and losses to the Funds. Orders by wire will be
cancelled if the JPMorgan Funds Service Center doesn't receive payment by 4:00
p.m. Eastern time on the Settlement date.

If you are planning to exchange, sell or transfer shares to another person
shortly after buying the shares, you should pay by certified check to avoid
delays.

MINIMUM INVESTMENTS

Investors must buy a minimum of $1,000,000 worth of Select Class Shares in a
Fund to open an account. Current Shareholders of Select Class Shares who hold
their shares as a result of the reorganization of certain JPMorgan Funds in
August 2001 may purchase Select Class Shares of other Funds with a minimum
investment of $2,500 and there are no minimum levels for subsequent
purchases. An investor can combine purchases of Select Shares of other
JPMorgan Funds (except for money market funds) in order to meet the minimum.
Each Fund may waive this minimum at its discretion. In addition, the minimum
does not apply to investors who are customers of JPMorgan Private Bank.

SELLING FUND SHARES

When you sell your shares you'll receive the next NAV calculated after the
JPMorgan Funds Service Center accepts your order in proper form. In order for
you to receive that day's NAV, the JPMorgan Funds Service Center must receive
your request before the close of regular trading on the New York Stock Exchange.

We will need the names of the registered shareholders and your account number
before we can sell your shares. We generally will wire the proceeds from the
sale to your bank account on the day after we receive your request in proper
form. Federal law allows the Funds to suspend a sale or postpone payment for
more than seven business days under unusual circumstances.

You may sell shares in two ways:

THROUGH YOUR INVESTMENT REPRESENTATIVE OR FINANCIAL SERVICE FIRM

Tell your representative or firm which Funds you want to sell. They'll send all
necessary documents to the JPMorgan Funds Service Center.

THROUGH THE JPMORGAN FUNDS SERVICE CENTER

Call 1-800-622-4273.

REDEMPTIONS-IN-KIND

Each Fund reserves the right to make redemptions of over $250,000 in securities
rather than in cash.

EXCHANGING SHARES

You can exchange your Select Class Shares for shares of the same class in
certain other JPMorgan Funds. For tax purposes, an exchange is treated as a sale
of Fund shares. Carefully read the prospectus of the Fund you want to buy before
making an exchange. Call 1-800-622-4273 for details.

HOW YOUR ACCOUNT WORKS

exchange if you make more than 10 exchanges in a year or three in a quarter. See
the Statement of Additional Information to find out more about the exchange
privilege.

EXCHANGING BY PHONE

You may also use our Telephone Exchange Privilege. You can get information by
contacting the JPMorgan Funds Service Center or your investment representative.

OTHER INFORMATION
CONCERNING THE FUNDS

We may close your account if the aggregate balance in all JPMorgan Funds (except
money market funds) falls below the investment minimum noted above for 30 days
as a result of selling shares. We'll give you 60 days' notice before closing
your account. This restriction does not apply to shareholders who hold their
shares as a result of the reorganization of certain JPMorgan Funds in August
2001 or to customers of JPMorgan Chase Private Bank.

Unless you indicate otherwise on your account application, we are authorized to
act on redemption and transfer instructions received by phone. If someone trades
on your account by phone, we'll ask that person to confirm your account
registration and address to make sure they match those you provided us. If they
give us the correct information, we are generally authorized to follow that
person's instructions. We'll take all reasonable precautions to confirm that the
instructions are genuine. Investors agree that they will not hold the Funds
liable for any loss or expenses from any sales request, if the Funds take
reasonable precautions. The Funds will be liable for any losses to you from an
unauthorized sale or fraud against you if we do not follow reasonable
procedures.

You may not always reach the JPMorgan Funds Service Center by telephone. This
may be true at time of unusual market changes and shareholder activity. You can
mail us your instructions or contact your investment representative or agent. We
may modify or cancel the sale of shares by phone without notice.

J.P. Morgan Fund Distributors, Inc. (JPF) is the distributor for the Funds. It
is a subsidiary of The BISYS Group, Inc. and is not affiliated with JPMorgan
Chase.

The Funds have agreements with certain shareholder servicing agents (including
Morgan Guaranty Trust Company of New York and The Chase Manhattan Bank) under
which the shareholder servicing agents have agreed to provide certain support
services to their customers. For performing these services, each shareholder
servicing agent receives an annual fee of up to 0.25% of the average daily net
assets of the Select Class Shares of each Fund held by investors serviced by the
shareholder servicing agent.

The advisers and/or JPF may, at their own expense, make additional payments to
certain selected dealers or other shareholder servicing agents for performing
administrative services for their customers.

Each Fund may issue multiple classes of shares. This prospectus relates only
to Select Class Shares of the Funds. Each class may have different
requirements for who may invest, and may have different sales charges and
expense levels. A person who gets compensated for

HOW YOUR ACCOUNT WORKS

selling Fund shares may receive a different amount for each class.

DISTRIBUTIONS AND TAXES

The Funds can earn income and they can realize capital gain. The Funds deduct
any expenses then pay out these earnings to shareholders as distributions.

The Short Term Bond Fund, Bond Fund, Global Strategic Income Fund, Intermediate
Tax Free Income Fund and New York Intermediate Tax Free Income Fund generally
pay dividends monthly. The Diversified Fund, U.S. Equity Fund and Disciplined
Equity Fund generally distribute any net investment income at least quarterly.
The U.S. Small Company Fund generally distributes any net investment income at
least semi-annually. The Fleming International Equity Fund, the Fleming
International Opportunities Fund, the Fleming European Fund and the Fleming
Emerging Markets Equity Fund generally distribute any net investment income at
least annually. Net capital gain is distributed annually. You have three options
for your distributions. You may:

- - reinvest all of them in additional Fund shares;

- - take distributions of net investment income in cash or as a deposit in a
pre-assigned bank account and reinvest distributions of net capital gain in
additional shares; or

- - take all distributions in cash or as a deposit in a pre-assigned bank
account.

If you don't select an option when you open your account, we'll reinvest all
distributions. If your distributions are reinvested, they will be in the form of
shares of the same class. The taxation of dividends won't be affected by the
form in which you receive them.

Dividends of net investment income are usually taxable as ordinary income at the
federal, state and local levels. Dividends of tax-exempt interest income are not
subject to federal income taxes, but will generally be subject to state and
local taxes. However, for the New York Intermediate Tax Free Income Fund, New
York residents will not have to pay New York State or New York City personal
income taxes on tax-exempt income from New York municipal obligations. The state
or municipality where you live may not charge you state or local taxes on
tax-exempt interest earned on certain bonds. Dividends earned on bonds issued by
the U.S. government and its agencies may also be exempt from some types of state
and local taxes.

If you receive distributions of net capital gain, the tax rate will be based on
how long a Fund held a particular asset, not on how long you have owned your
shares. If you buy shares just before a distribution, you will pay tax on the
entire amount of the taxable distribution you receive, even though the NAV will
be higher on that date because it includes the distribution amount.

The Fleming International Equity Fund, Fleming International Opportunities Fund,
Fleming European Fund and Fleming Emerging Markets Equity Fund expect that their
distributions will consist primarily of capital gains.

HOW YOUR ACCOUNT WORKS

Investment income received by the Global Strategic Income Fund, the Fleming
International Equity Fund, Fleming International Opportunities Fund, Fleming
European Fund and Fleming Emerging Markets Equity Fund from sources in
foreign jurisdictions may have taxes withheld at the source. Since it is
anticipated that more than 50% of each such Fund's assets at the close of its
taxable year will be in securities of foreign corporations, each such Fund
may elect to "pass through" to its shareholders the foreign taxes that it
paid.

Early in each calendar year, each Fund will send you a notice showing the amount
of distributions you received in the preceding year and the tax status of those
distributions.

Any investor for whom a Fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

The above is a general summary of tax implications of investing in the Funds.
Please consult your tax adviser to see how investing in a Fund will affect your
own tax situation.

RISK AND REWARD ELEMENTS FOR FIXED INCOME FUNDS AND FIXED INCOME PORTION OF
DIVERSIFIED FUND

This table discusses the main elements that make up each Fixed Income Fund's
(and the fixed income portion of the Diversified Fund's) overall risk and reward
characteristics. It also outlines each Fund's policies toward various
investments, including those that are designed to help certain Funds manage
risk.

====================================================================================================================================
POTENTIAL RISKS POTENTIAL REWARDS POLICIES TO BALANCE RISK AND REWARD

- ------------------------------------------------------------------------------------------------------------------------------------
MARKET CONDITIONS

- - Each Fund's share price, yield, and - Bonds have generally outperformed - Under normal circumstances the Fixed
total return will fluctuate in money market investments over the long Income Funds plan to remain fully
response to bond market movements term, with less risk than stocks invested in bonds and other fixed
income securities.
- - The value of most bonds will fall when - Most bonds will rise in value when
interest rates rise; the longer a interest rates fall - Under normal circumstances the
bond's maturity and the lower its Diversified Fund plans to remain fully
credit quality, the more its value - Mortgage-backed and asset-backed invested, with approximately 65% in
typically falls securities and direct mortgages can stocks and 35% in bonds and other
offer attractive returns fixed income securities; bond
- - Adverse market conditions may from investments may include U.S. and
time to time cause a Fund to take - With respect to the Diversified Fund, foreign corporate and government
temporary defensive positions that are a diversified, balanced portfolio bonds, mortgage-backed and
inconsistent with its principal should mitigate the effects of wide asset-backed securities, convertible
investment strategies and may hinder a market fluctuations, especially when securities, participation interests
fund from achieving its investment stock and bond prices move in and private placements
objective different directions
- The Funds seek to limit risk and
- - Mortgage-backed and asset-backed enhance total return or yields through
securities (securities representing an careful management, sector allocation,
interest in, or secured by, a pool of individual securities selection, and
mortgages or other assets such as duration management
receivables) and direct mortgages
could generate capital losses or - During severe market downturns, the
periods of low yields if they are paid funds have the option of investing up
off substantially earlier or later to 100% of assets in investment-grade
than anticipated short-term securities

- Each adviser monitors interest rate
trends, as well as geographic and
demographic information related to
mortgage-backed securities and
mortgage prepayments

- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT QUALITY

- - The default of an issuer would leave a - Investment-grade bonds have a lower - Each Fund maintains its own policies
Fund with unpaid interest or principal risk of default for balancing credit quality against
potential yields and gains in light of
- - Junk bonds (those rated BB/Ba or - Junk bonds offer higher yields and its investment goals
lower) have a higher risk of default, higher potential gains
tend to be less liquid, and may be - Each adviser develops its own ratings
more difficult to value of unrated securities and makes a
credit quality determination for
unrated securities

- At least 75% of the Diversified Fund's
bonds must be investment-grade
(BBB/Baa or better, of which 65% must
be A or better), and no more than 25%
BB/Ba or B; the Diversified Fund may
include unrated bonds of equivalent
quality in these categories

- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN INVESTMENTS

- - A Fund could lose money because of - Foreign bonds, which represent a major - Foreign bonds are a primary investment
foreign government actions, political portion of the world's fixed income only for the Global Strategic Income
instability, or lack of adequate and securities, offer attractive potential Fund and may be a significant
accurate information performance and opportunities for investment for the Short Term Bond and
diversification Bond Funds.
- - Currency exchange rate movements could
reduce gains or create losses - Favorable exchange rate movements - To the extent that a Fund invests in
could generate gains or reduce losses foreign bonds, it may manage the
- - Currency and investment risks tend to currency exposure of its foreign
be higher in emerging markets; these - Emerging markets can offer higher investments relative to its benchmark,
markets also present higher liquidity returns and may hedge a portion of its foreign
and valuation risks currency exposure into the U.S. dollar
from time to time (see also
"Derivatives"); these currency
management techniques may not be
available for certain emerging markets
investments

- The Diversified Fund anticipates that
total foreign investments will not
exceed 30% of assets

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

- - When a Fund buys securities before - A Fund can take advantage of - Each Fund uses segregated accounts to
issue or for delayed delivery, it attractive transaction opportunities offset leverage risk
could be exposed to leverage risk if
it does not use segregated accounts

- ------------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT CHOICES

- - A Fund could underperform its - A Fund could outperform its benchmark - Each adviser focuses its active
benchmark due to its sector, due to these same choices management on those areas where it
securities or duration choices believes its commitment to research
can most enhance returns and manage
risks in a consistent way

- ------------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES

- - Derivatives such as futures, options, - Hedges that correlate well with - The Funds use derivatives, such as
swaps and forward foreign currency underlying positions can reduce or futures, options, swaps and forward
contracts(1) that are used for hedging eliminate losses at low cost foreign currency contracts for hedging
the portfolio or specific securities and for risk management (i.e., to
may not fully offset the underlying - A Fund could make money and protect adjust duration or yield curve
positions and this could result in against losses if management's exposure, or to establish or adjust
losses to the Fund that would not have analysis proves correct exposure to particular securities,
otherwise occurred markets, or currencies); risk
- Derivatives that involve leverage management may include management of a
- - Derivatives used for risk management could generate substantial gains at Fund's exposure relative to its
may not have the intended effects and low cost benchmark
may result in losses or missed
opportunities - The Funds only establish hedges that
they expect will be highly correlated
- - The counterparty to a derivatives with underlying positions
contract could default
- The Intermediate Tax Free Income Fund
- - Certain types of derivatives involve and the New York Intermediate Tax Free
costs to the Funds which can reduce Income Fund may use derivatives to
returns increase income or gain.

- - Derivatives that involve leverage - While the Funds may use derivatives
could magnify losses that incidentally involve leverage,
they do not use them for the specific
- - Derivatives used for non-hedging purpose of leveraging their portfolios
purposes could cause losses that
exceed the original investment

- ------------------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING

- - When a Fund lends a security, there is - A Fund may enhance income through the - Each adviser maintains a list of
a risk that the loaned securities may investment of the collateral received approved borrowers
not be returned if the borrower from the borrower
defaults - The Funds receive collateral equal to
at least 100% of the current value of
- - The collateral will be subject to the securities loaned
risks of the securities in which it is
invested - The lending agents indemnify a Fund
against borrower default

- Each adviser's collateral investment
guidelines limit the quality and
duration of collateral investment to
minimize losses

- Upon recall, the borrower must return
the securities loaned within the
normal settlement period

(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash
payment based on changes in the value of a securities index. An option
is the right to buy or sell a set quantity of an underlying instrument
at a predetermined price. A swap is a privately negotiated agreement to
exchange one stream of payments for another. A forward foreign currency
contract is an obligation to buy or sell a given currency on a future
date and at a set price.

- ------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID HOLDINGS

- - A Fund could have difficulty valuing - These holdings may offer more - No Fund may invest more than 15% of
these holdings precisely attractive yields or potential growth net assets in illiquid holdings
than comparable widely traded
- - A Fund could be unable to sell these securities - To maintain adequate liquidity to meet
holdings at the time or price desired redemptions, each Fund may hold
investment-grade short-term securities
(including repurchase agreements and
reverse repurchase agreements) and,
for temporary or extraordinary
purposes, may borrow from banks up to
33 1/3% of the value of its total
assets

- ------------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM TRADING

- - Increased trading would raise a Fund's - A Fund could realize gains in a short - The Funds may use short-term trading
transaction costs period of time to take advantage of attractive or
unexpected opportunities or to meet
- - Increased short-term capital gains - A Fund could protect against losses if demands generated by shareholder
distributions would raise a bond is overvalued and its value activity.
shareholders' income tax liability later falls

RISK AND REWARD ELEMENTS FOR U.S. EQUITY FUNDS AND EQUITY PORTION OF DIVERSIFIED
FUND

This table discusses the main elements that make up each U.S. Equity Fund's (and
the equity portion of the Diversified Fund's) overall risk and reward
characteristics. It also outlines the policies toward various investments,
including those that are designed to help a fund manage risk.

- ------------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

- - When a Fund buys securities before - The Funds can take advantage of - The Funds use segregated accounts to
issue or for delayed delivery, it attractive transaction opportunities offset leverage risk
could be exposed to leverage risk if
it does not use segregated accounts

- ------------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM TRADING

- - Increased trading would raise a Fund's - The Funds could realize gains in a - The Funds generally avoid short-term
brokerage and related costs short period of time trading, except to take advantage of
attractive or unexpected opportunities
- - Increased short-term capital gains - The Funds could protect against losses or to meet demands generated by
distributions would raise if a stock is overvalued and its value shareholder activity
shareholders' income tax liability later falls

- ------------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES

- - Derivatives such as futures, options, - Hedges that correlate well with - The Funds use derivatives, such as
swaps, and forward foreign currency underlying positions can reduce or futures, options, swaps and forward
contracts(1) that are used for hedging eliminate losses at low cost foreign currency contracts, for
the portfolio or specific securities hedging and for risk management (i.e.,
may not fully offset the underlying - The Funds could make money and protect to adjust duration or yield curve
positions and this could result in against losses if management's exposure, or to establish or adjust
losses to a Fund that would not have analysis proves correct exposure to particular securities,
otherwise occurred markets or currencies); risk
- Derivatives that involve leverage management may include management of
- - Derivatives used for risk management could generate substantial gains at a Fund's exposure relative to its
may not have the intended effects and low cost benchmark
may result in losses or missed
opportunities - A Fund only establishes hedges that it
expects will be highly correlated with
- - The counterparty to a derivatives underlying positions
contract could default
- While the Funds may use derivatives
- - Derivatives that involve leverage that incidentally involve leverage,
could magnify losses they do not use them for the specific
purpose of leveraging their portfolio
- - Certain types of derivatives involve
costs to the Funds which can reduce
returns

- ------------------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING

- - When a Fund lends a security, there is - The Funds may enhance income through - Each adviser maintains a list of
a risk that the loaned securities may the investment of the collateral approved borrowers
not be returned if the borrower received from the borrower
defaults - The Funds receive collateral equal to
at least 100% of the current value of
- - The collateral will be subject to the the securities loaned
risks of the securities in which it is
invested - The lending agents indemnify the Funds
against borrower default

- Each adviser's collateral investment
guidelines limit the quality and
duration of collateral investment to
minimize losses

- Upon recall, the borrower must return
the securities loaned within the
normal settlement period

- ------------------------------------------------------------------------------------------------------------------------------------
MARKET CONDITIONS

- During severe market downturns, each
Fund has the option of investing up to
100% of assets in investment-grade
short-term securities

- ------------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT CHOICES

- - A Fund could underperform its - A Fund could outperform its benchmark - JPMIM focuses its active management on
benchmark due to its securities and due to these same choices securities selection, the area where
asset allocation choices it believes its commitment to research
can most enhance returns

- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN INVESTMENTS

- - Currency exchange rate movements could - Favorable exchange rate movements - The U.S. Equity Funds anticipate that
reduce gains or create losses could generate gains or reduce losses total foreign investments will not
exceed 20% of assets
- - A Fund could lose money because of - Foreign investments, which represent a
foreign government actions, political major portion of the world's - The Funds actively manage the currency
instability, or lack of adequate and securities, offer attractive potential exposure of their foreign investments
accurate information performance and opportunities for relative to their benchmarks, and may
diversification hedge back into the U.S. dollar from
- - Currency and investment risks tend to time to time (see also "Derivatives");
be higher in emerging markets; these - Emerging markets can offer higher these currency management techniques
markets also present higher liquidity returns may not be available for certain
and valuation risks emerging markets investments

- The Diversified Fund anticipates that
total foreign investments will not
exceed 30% of assets and the Fund may
invest in emerging markets

- ------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID HOLDINGS

- - Each Fund could have difficulty - These holdings may offer more - Each Fund may not invest more than 15%
valuing these holdings precisely attractive yields or potential growth of net assets in illiquid holdings
than comparable widely traded
- - Each Fund could be unable to sell securities - To maintain adequate liquidity to meet
these holdings at the time or price it redemptions, each Fund may hold
desires investment-grade short-term securities
(including repurchase agreements and
reverse repurchase agreements) and,
for temporary or extraordinary
purposes, may borrow from banks up to
33 1/3% of the value of its total
assets

RISK AND REWARD ELEMENTS FOR INTERNATIONAL EQUITY FUNDS

This table identifies the main elements that make up each International Equity
Fund's overall risk and reward characteristics. It also outlines each Fund's
policies toward various investments, including those that are designed to help
certain funds manage risk.

- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN AND OTHER MARKET CONDITIONS

- - Each Fund's share price and - Stocks have generally outperformed - Under normal circumstances the Funds
performance will fluctuate in response more stable investments (such as bonds plan to remain fully invested, with at
to stock and bond market movements and cash equivalents) over the long least 65% in stocks; stock investments
term may include convertible securities,
- - The value of most bonds will fall when preferred stocks, depository receipts
interest rates rise; the longer a - Foreign investments, which represent a (such as ADRs and EDRs), trust or
bond's maturity and the lower its major portion of the world's partnership interests, warrants,
credit quality, the more its value securities, offer attractive potential rights, and investment company
typically falls performance and opportunities for securities
diversification
- - A Fund could lose money because of - The Funds seek to limit risk and
foreign government actions, political - Most bonds will rise in value when enhance performance through active
instability, or lack of adequate interest rates fall management, country allocation and
and/or accurate information diversification
- Foreign bonds, which represent a major
- - Investment risks tend to be higher in portion of the world's fixed income - During severe market downturns, the
emerging markets. These markets also securities, offer attractive potential Funds have the option of investing up
present higher liquidity and valuation performance and opportunities for to 100% of assets in investment-grade
risks diversification short-term securities

- - Adverse market conditions may from - Emerging markets can offer higher - The Fleming Emerging Markets Equity
time to time cause the fund to take returns Fund will invest up to 20% of assets
temporary defensive positions that are in debt securities when JPMIM believes
inconsistent with its principal the potential total return exceeds
investment strategies and may hinder potential total return in emerging
the fund from achieving its investment markets equity securities
objective

- ------------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT CHOICES

- - A Fund could underperform its - A Fund could outperform its benchmark - Each adviser focuses its active
benchmark due to its securities due to these same choices management on securities selection,
choices and other management decisions the area where it believes its
commitment to research can most
enhance returns

- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN CURRENCIES

- - Currency exchange rate movements could - Favorable exchange rate movements - Except as noted earlier in this
reduce gains or create losses could generate gains or reduce losses prospectus, each Fund manages the
currency exposure of its foreign
- - Currency and investment risks tend to investments relative to its benchmark
be higher in emerging markets; these and may hedge a portion of its foreign
markets also present higher liquidity currency exposure into the U.S. dollar
and valuation risks from time to time (see also
"Derivatives")

- ------------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED DELIVERY
SECURITIES

- ------------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES

- - Derivatives such as futures, options, - Hedges that correlate well with - The Funds use derivatives, such as
swaps, and forward foreign currency underlying positions can reduce or futures, options, swaps, and forward
contracts(1) that are used for hedging eliminate losses at low cost foreign currency contracts, for
the portfolio or specific securities hedging and for risk management (i.e.,
may not fully offset the underlying - A Fund could make money and protect to establish or adjust exposure to
positions and this could result in against losses if the investment particular securities, markets or
losses to the Fund that would not have analysis proves correct currencies); risk management may
otherwise occurred include management of a fund's
- Derivatives that involve leverage exposure relative to its benchmark
- - Derivatives used for risk management could generate substantial gains at
may not have the intended effects and low cost - The Funds only establish hedges that
may result in losses or missed they expect will be highly correlated
opportunities with underlying positions

- - The counterparty to a derivatives - The Fleming European Fund may use
contract could default derivatives to increase income or
gain.
- - Derivatives that involve leverage
could magnify losses - While the Funds may use derivatives
that incidentally involve leverage,
- - Certain types of derivatives involve they do not use them for the specific
costs to a Fund which can reduce purpose of leveraging their portfolios
returns

- - Derivatives used for non-hedging
purposes could cause losses that
exceed the original investment

- ------------------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING

- - When a Fund lends a security, there is - A Fund may enhance income through the - Each adviser maintains a list of
a risk that the loaned securities may investment of the collateral received approved borrowers
not be returned if the borrower from the borrower
defaults - A Fund receives collateral equal to at
least 100% of the current value of
- - The collateral will be subject to the securities loaned
risks of the securities in which it is
invested - The lending agents indemnify a fund
against borrower default

- Each adviser's collateral investment
guidelines limit the quality and
duration of collateral investment to
minimize losses

- Upon recall, the borrower must return
the securities loaned within the
normal settlement period

- ------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID HOLDINGS

- - A Fund could have difficulty valuing - These holdings may offer more - No Fund may invest more than 15% of
these holdings precisely attractive yields or potential growth net assets in illiquid holdings
than comparable widely traded
- - A Fund could be unable to sell these securities - To maintain adequate liquidity, each
holdings at the time or price it Fund may hold investment-grade
desired short-term securities (including
repurchase agreements and reverse
repurchase agreements) and, for
temporary or extraordinary purposes,
may borrow from banks up to 33 1/3% of
the value of its total assets

- ------------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM TRADING

- - Increased trading could raise a Fund's - A Fund could realize gains in a short - The Funds generally avoid short-term
brokerage and related costs period of time trading, except to take advantage of
attractive or unexpected opportunities
- - Increased short-term capital gains - A Fund could protect against losses if or to meet demands generated by
distributions could raise a stock is overvalued and its value shareholder activity.
shareholders' income tax liability later falls

HOW YOUR ACCOUNT WORKS

WHAT THE TERMS MEAN

ASSET-BACKED SECURITIES: interests in a stream of payments from specific assets,
such as auto or credit card receivables.

BANK OBLIGATIONS: negotiable certificates of deposit, time deposits and bankers'
acceptances of domestic and foreign issuers.

COLLATERALIZED MORTGAGE OBLIGATIONS: debt securities that are collateralized by
a portfolio of mortgages or mortgage-backed securities.

COMMERCIAL PAPER: unsecured short term debt issued by domestic and foreign banks
or corporations. These securities are usually discounted and are rated by S&P or
Moody's.

CONVERTIBLE SECURITIES: domestic and foreign debt securities that can be
converted into equity securities at a future time and price.

DEBT SECURITIES: securities used by issuers, such as governmental entities and
corporations, to borrow money. The issuer usually pays a fixed, variable or
floating rate of interest and repays the amount borrowed at the maturity date of
the security. However, if a borrower issues a zero coupon debt security, it does
not make regular interest payments.

DEPOSITARY RECEIPTS: instruments which are typically issued by financial
institutions and which represent ownership of securities of foreign
corporations. Depositary receipts are usually designed for use on U.S. and
European securities exchanges.

DISTRIBUTION FEE: a fee that covers the cost of the distribution system used to
sell shares to the public.

DURATION: a mathematical calculation of the average life of a bond that serves
as a useful measure of its price risk. Each year of duration represents an
expected 1% change in interest rates. For example, if a bond has an average
duration of 4 years, its price will move 4% when interest rates move 1%.

MANAGEMENT FEE: a fee paid to the investment adviser to manage the Fund and make
decisions about buying and selling the Fund's investments.

MORTGAGE DOLLAR ROLLS: the purchase of domestic or foreign mortgage-backed
securities with the promise to purchase similar securities upon the maturity of
the original security. Segregated accounts are used to offset leverage risk.

MORTGAGE-RELATED SECURITIES: securities that directly or indirectly represent an
interest in, or are secured by and paid from, mortgage loans secured by real
property.

OTHER EXPENSES: miscellaneous items, including transfer agency, administration,
custody and registration fees.

PARTICIPATION INTERESTS: interests that represent a share of domestic or foreign
bank debt or similar securities or obligations.

HOW YOUR ACCOUNT WORKS

REPURCHASE AGREEMENTS: a type of short-term investment in which a dealer sells
securities to the Fund and agrees to buy them back later at a set price. In
effect, the dealer is borrowing the Fund's money for a short time, using the
securities as collateral.

REVERSE REPURCHASE AGREEMENTS: contracts whereby a Fund sells a security and
agrees to repurchase it from the buyer on a particular date and at a specific
price. Considered a form of borrowing.

SHAREHOLDER SERVICE FEE: a fee to cover the cost of paying shareholder servicing
agents to provide certain support services for your account.

SOVEREIGN DEBT, BRADY BONDS, AND DEBT OF SUPRANATIONAL ORGANIZATIONS: dollar- or
non-dollar-denominated securities issued by foreign governments or supranational
organizations. Brady bonds are issued in connection with debt restructurings.

STRIPPED OBLIGATIONS: debt securities which are separately traded interest-only
or principal-only components of an underlying obligation.

TAX EXEMPT MUNICIPAL SECURITIES: securities, generally issued as general
obligation and revenue bonds, whose interest is exempt from federal taxation and
state and/or local taxes in the state where the securities were issued.

U.S. GOVERNMENT SECURITIES: debt instruments (Treasury bills, notes, and bonds)
guaranteed by the U.S. government for the timely payment of principal and
interest.

ZERO COUPON, PAY-IN-KIND, AND DEFERRED PAYMENT SECURITIES: domestic and foreign
securities offering non-cash or delayed-cash payment. Their prices are typically
more volatile than those of some other debt instruments and involve certain
special tax considerations.

FINANCIAL HIGHLIGHTS

The Financial Highlights tables are intended to help you understand the Funds'
financial performance for the periods since shares were first offered. The total
returns in the tables represent the rate an investor would have earned or lost
on an investment in the Funds shown (assuming reinvestment of all dividends and
distributions).

The following tables provide selected per share data and ratios for one Select
Class Share outstanding throughout each period shown.

This information is supplemented by financial statements including accompanying
notes appearing in the Funds' Annual and Semi-Annual Reports to Shareholders for
the periods ended August 31, 2000 and February 28, 2001, respectively, which are
incorporated by reference into the SAI. Shareholders may obtain a copy of the
reports by contacting the Funds or their Shareholder Servicing Agent.

This information has been audited, except as noted, by PricewaterhouseCoopers
LLP, whose reports, along with the Fund's financial statements are included
in the Fund's annual report, which is available upon request.

JPMORGAN INTERMEDIATE TAX FREE INCOME FUND*

9/1/00
Through Year Year Year 1/1/97**
2/28/01 Ended Ended Ended through
PER SHARE OPERATING PERFORMANCE: (unaudited) 8/31/00 8/31/99 8/31/98 8/31/97
- -----------------------------------------------------------------------------------------------------------------------------

Net asset value, beginning of period $10.46 $10.42 $10.93 $10.85 $10.75
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:

Net investment income 0.22 0.46 0.52 0.56 0.39

Net gains or (losses) in securities (both realized and unrealized) 0.27 0.10 (0.39) 0.29 0.10
------ ------ ------ ------ ------
Total from investment operations 0.49 0.56 0.13 0.85 0.49

Less distributions:

Dividends from net investment income 0.22 0.46 0.52 0.56 0.39

Distributions from capital gains -- 0.06 0.12 0.21 --
------ ------ ------ ------ ------
Total distributions 0.22 0.52 0.64 0.77 0.39

Net asset value, end of period $10.73 $10.46 $10.42 $10.93 $10.85
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 4.72%*** 5.54% 1.15% 8.08% 4.58%
=============================================================================================================================
RATIOS/SUPPLEMENTAL DATA:
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (millions) $706 $694 $729 $717 $631
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGES NET ASSETS:#
- -----------------------------------------------------------------------------------------------------------------------------
Expenses 0.74% 0.57% 0.03% 0.02% 0.02%
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.18% 4.49% 4.81% 5.10% 5.40%
- -----------------------------------------------------------------------------------------------------------------------------
Expenses without waivers, reimbursements and earnings credits 0.74% 0.66% 0.50% 0.50% 0.50%
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income without waivers, reimbursements and earnings credits 4.18% 4.40% 4.34% 4.62% 4.92%
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 15% 60% 62% 71% 60%
- -----------------------------------------------------------------------------------------------------------------------------

* Formerly Chase Vista Select Intermediate Tax Free Income Fund.
** Commencement of Operations.
*** Not annualized.
# Short periods have been annualized.

JPMORGAN NEW YORK INTERMEDIATE TAX FREE INCOME FUND*

Net asset value, beginning of period $7.01 $6.91 $7.29 $7.15 $7.09
- -----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:

Net investment income 0.15 0.31 0.35 0.37 0.26

Net gains or (losses) in securities (both realized and unrealized) 0.20 0.10 (0.31) 0.21 0.06
------ ------ ------ ------ ------
Total from investment operations 0.35 0.41 0.04 0.58 0.32

Less distributions:

Dividends from net investment income 0.15 0.31 0.35 0.37 0.26

Distributions from capital gains -- -- 0.07 0.07 --
------ ------ ------ ------ ------
Total distributions 0.15 0.31 0.42 0.44 0.26
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $7.21 $7.01 $6.91 $7.29 $7.15
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 5.02%*** 6.13% 0.38% 8.37% 4.62%
=============================================================================================================================
RATIOS/SUPPLEMENTAL DATA:
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (millions) $296 $277 $295 $283 $235
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGES NET ASSETS:#
- -----------------------------------------------------------------------------------------------------------------------------
Expenses 0.75% 0.58% 0.04% 0.03% 0.03%
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income 4.21% 4.48% 4.85% 5.08% 5.52%
- -----------------------------------------------------------------------------------------------------------------------------
Expenses without waivers, reimbursements and earnings credits 0.77% 0.70% 0.53% 0.53% 0.53%
- -----------------------------------------------------------------------------------------------------------------------------
Net investment income without waivers, reimbursements and earnings credits 4.19% 4.36% 4.36% 4.58% 5.02%
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 33% 46% 39% 66% 32%
- -----------------------------------------------------------------------------------------------------------------------------

* Formerly Chase Vista New York Intermediate Income Fund.
** Commencement of Operations.
*** Not annualized.
# Short periods have been annualized.

HOW TO REACH US

MORE INFORMATION

You'll find more information about the Funds in the following documents:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about each Fund's
investments and performance.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies.
It is incorporated by reference into this prospectus. This means, by law, it's
considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-622-4273 or writing to:

JPMORGAN FUNDS SERVICE CENTER
P.O. BOX 219392
KANSAS CITY, MO 64121-9392

If you buy your shares through an institution, you should contact that
institution directly for more information. You can also find information online
at www.jpmorganfunds.com on the internet.

You can write or e-mail the SEC's Public Reference Room and ask them to mail you
information about the Funds, including the SAI. They'll charge you a copying fee
for this service. You can also visit the Public Reference Section and copy the
documents while you're there.

PUBLIC REFERENCE SECTION OF THE SEC
WASHINGTON, DC 20549-0102
1-202-942-8090
EMAIL: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds is also
available on the SEC's website at http://www.sec.gov.

The Funds' Investment Company Act File Nos. are 811-07342 for all Funds except
Intermediate Tax Free Income and New York Intermediate Tax Free Income Funds
(811-07841) and Fleming European Fund (811-05151).

JPMorgan Funds Fulfillment Center
393 Manley Street
West Bridgewater, MA 02379-1039

PSMMP-1-301 X

rhp-5027

PROSPECTUS AUGUST ____, 2001
SUBJECT TO COMPLETION, DATED MAY 9, 2001

- --------------------------------------------------------------------------------
JPMORGAN FUNDS

THIS PROSPECTUS OFFERS: CLASS A, CLASS B AND CLASS C SHARES

BOND FUND (CLASS A AND CLASS B)

CALIFORNIA BOND FUND (CLASS A)

U.S. EQUITY FUND (CLASS A, CLASS B, CLASS C)

FLEMING INTERNATIONAL OPPORTUNITIES FUND (CLASS A AND CLASS B)

THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

[JPMORGAN FLEMING LOGO]
Asset Management

Bond Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

California Bond Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

U.S. Equity Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Fleming International Opportunities Fund . . . . . . . . . . . . . . . . . 19

Who May Want to Invest . . . . . . . . . . . . . . . . . . . . . . . . . . 25

The Funds' Management and Administration . . . . . . . . . . . . . . . . . 26

How Your Account Works . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Buying Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Selling Fund Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Other Information Concerning the Funds . . . . . . . . . . . . . . . . . . 32

Distributions and Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 33

Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Risk and Reward Elements for Fixed Income Funds. . . . . . . . . . . . . . 36

Risk and Reward Elements for U.S. Equity Fund. . . . . . . . . . . . . . . 38

Risk and Reward Elements for
Fleming International Opportunities Fund. . . . . . . . . . . . . . . . 40

What the Terms Mean. . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

How To Reach Us. . . . . . . . . . . . . . . . . . . . . . . . . . Back cover

- --------------------------------------------------------------------------------
JPMORGAN BOND FUND

THE FUND'S OBJECTIVE

The Fund's seeks to provide high total return consistent with moderate risk of
capital and maintenance of liquidity.

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund invests primarily in fixed income securities, including U.S. government
and agency securities, corporate bonds, private placements, asset-backed and
mortgage-backed securities, 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 management team will keep the Fund's duration
within one year of that of the Salomon Smith Barney Broad Investment Grade Bond
Index (currently about five years).

Up to 25% of assets may be invested in foreign securities, including 20% in debt
securities denominated in foreign currencies of developed countries. The Fund
typically hedges its non-dollar investments back to the U.S. dollar. At least
75% of assets must be invested in securities that, at the time of purchase, are
rated investment-grade (BBB/Baa or better) or are the unrated equivalent,
including at least 65% A or better. No more than 25% of assets may be invested
in securities rated B or BB.

The sector allocation team meets monthly, analyzing the fundamentals of a broad
range of sectors in which the Fund may invest. The team seeks to enhance
performance and manage risk by underweighting or overweighting sectors.

Forecasting teams use fundamental economic factors to develop strategic
forecasts of the direction of interest rates. Based on these forecasts,
strategists establish the Fund's target duration, a common measurement of a
security's sensitivity to interest rate movements. The Fund's target duration
typically remains relatively close to the duration of the market as a whole, as
represented by the Fund's benchmark. The strategists closely monitor the Fund
and make tactical adjustments as necessary.

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

The 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. It may also buy asset-backed securities. These receive a stream
of income from a particular asset, such as credit card receivables.

The Fund may purchase participations in loans arranged through private
negotiations between a borrower and one or more banks or other financial
institutions. These loans can have fixed, floating or variable interest rates.
The Fund may also invest in collateralized bond obligations.

The Fund may invest in floating rate securities, whose interest rate adjusts
automatically whenever a specified interest rate changes.

The Fund may also invest in high-quality, short-term money market instruments,
repurchase agreements and derivatives, which are investments that have a value
based on another investment, exchange rate or index. The Fund may use
derivatives to hedge various investments and for risk management.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some specific risks of investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations regarding
particular securities or markets are not met.

The value of debt securities tends to fall when prevailing interest rates rise.
Such a drop in value could be worse if the Fund invests a larger portion of its
assets in debt securities with longer maturities. Long-term debt securities are
more sensitive to interest rate changes than other fixed-income securities.
Note that conversely the value of fixed-income investments tends to increase
when prevailing interest rates fall.

High-yield debt securities may carry greater risks than securities which have
higher credit ratings, including a high risk of default. The yields of
lower-rated securities will move up and down over time. The credit rating of a
high-yield security evaluates the ability of the issuer to make principal and
interest or dividend payments; it does not necessarily address its market value
risk. Ratings and market value may change, positively or negatively, from time
to time to reflect new developments regarding the issuer.

Companies which issue high-yield securities are often young and growing and
have a lot of debt. High-yield securities are considered speculative, meaning
there is a significant risk that the issuer may not be able to repay principal
or pay interest or dividends on time. In addition, the issuer's other creditors
may have the right to be paid before holders of the high-yield security.

During an economic downturn, a period of rising interest rates or a recession,
issuers of high-yield securities that have a lot of debt may experience
financial problems. They may not have enough cash to make their payments. An
economic down

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

turn could also hurt the market for lower-rated securities and the Fund.

The market for high-yield securities is not as liquid as the markets for higher
rated securities. This means that it may be harder to sell high-yield
securities, especially on short notice. The market could also be hurt by legal
or tax changes.

The costs of investing in the high-yield market are usually higher than
investing in investment grade securities. The Fund has to spend more money for
investment research and commissions.

Securities which are rated Baa by Moody's or BBB by S&P may have fewer
protective provisions and are generally more risky than higher rated
securities. The issuer may have trouble making principal and interest payments
when difficult economic conditions exist.

Mortgage-related securities are subject to scheduled and unscheduled principal
payments as property owners pay down or prepay their mortgages. As these
payments are received, they must be reinvested when interest rates may be lower
than on the original mortgage security. When interest rates are rising, the
value of fixed-income securities with prepayment features are likely to decrease
as much or more than securities without prepayment features. In addition, the
value of mortgage-related securities with prepayment features may not increase
as much as other fixed-income securities when interest rates fall.

Collateral mortgage obligations 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
the Fund invests may be more volatile and may be subject to higher risk of
nonpayment.

The value of interest-only and principal-only mortgage backed securities is 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,
these instruments may be illiquid.

[SIDENOTE]

INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

The market for loan participations may not be highly liquid and the Fund may
have difficulty selling them. When it buys them, the Fund typically is entitled
to receive payment from the lender only, and not the underlying borrower. These
investments expose the Fund to the risk of investing in both the financial
institution and the underlying borrower.

Collateralized bond obligations typically are separated into different classes.
Each class represents a different degree of credit quality, with lower classes
having greater risk but higher interest rates. The bottom class usually does not
have a stated interest rate. Instead, it receives whatever is left after all the
higher classes have been paid. As a result, the value of some classes in which
the Fund invests may be more volatile.

Certain securities which the Fund may hold, such as stripped obligations and
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.

Some asset-backed securities may have additional risk because they may receive
little or no collateral protection from the underlying assets.

If the interest rate on floating rate securities falls, the Fund's yield may
decline and it may lose the opportunity for capital appreciation.

Dollar rolls, forward commitments, repurchase agreements and reverse repurchase
agreements involve some risk to the Fund if the other party does not fulfill its
part of the agreement.

Derivatives may be riskier than other types of investments because they may be
more sensitive to changes in economic conditions than other types of
investments.

If the Fund departs from its investment policies during temporary defensive
periods, it may not achieve its investment objective.

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund had
only one class of shares, and operated in a master-feeder structure. As of the
date of this prospectus, the Fund's existing share class will be re-named
"Institutional" and Class A and Class B Shares will be introduced. The bar chart
shows how the performance of the Fund's shares has varied from calendar year to
calendar year over the life of the Fund. This provides some indication of the
risks of investing in the Fund. The table shows the average annual total returns
for the past one year, five years and ten years (or if less than such periods,
the life of the Fund). It compares that performance to the Salomon Smith Barney
Broad Investment Grade Bond Index, a widely recognized market benchmark. During
these periods, the actual returns of Class A and B Shares would have been lower
than shown because Class A and B Shares have higher expenses than Institutional
Class Shares.

The performance figures in the bar chart and table also do not reflect any
deduction for the front-end sales load which is assessed on Class A Shares.
If the load were reflected, the performance figures would have been lower.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS 2.87%

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. PAST 10 YRS.
- --------------------------------------------------------------------------------

(1) THE FUND COMMENCED OPERATIONS ON 7/26/93. RETURNS FOR THE PERIOD 1/1/90
THROUGH 7/31/93 REFLECT PERFORMANCE OF THE PIERPONT BOND FUND, THE FUND'S
PREDECESSOR.

(2) THE FUND'S FISCAL YEAR END IS 10/31.

[SIDENOTE]

YEAR-BY-YEAR RETURNS(1,2)

[CHART]

1991 13.45%
1992 6.53%
1993 9.98%
1994 (2.68)%
1995 18.42%
1996 3.30%
1997 9.29%
1998 7.54%
1999 (0.55)%
2000 10.93%

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR CLASS A AND CLASS B SHARES

The sales charges and estimated expenses of Classes A and B before and after
reimbursement are shown below. Class A and Class B generally have no exchange
fees, although some institutions may charge you a fee for shares you buy
through them.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT):

MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) WHEN YOU BUY CHARGE (LOAD) SHOWN AS
SHARES, SHOWN AS % OF THE LOWER OF ORIGINAL PURCHASE
OFFERING PRICE* PRICE OR REDEMPTION PROCEEDS
- ------------------------------------------------------------------------------------

CLASS A SHARES 4.50% NONE
- ------------------------------------------------------------------------------------
CLASS B SHARES NONE 5.00%
- ------------------------------------------------------------------------------------

* THE OFFERING PRICE IS THE NET ASSET VALUE OF THE SHARES PURCHASED PLUS ANY
SALES CHARGE.

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM CLASS A
AND CLASS B ASSETS)

CLASS A SHARES 0.30% 0.25% 0.25% 0.35% 1.15% 0.40% 0.75%
- ------------------------------------------------------------------------------------------------------------------
CLASS B SHARES 0.30% 0.75% 0.25% 0.35% 1.65% 0.15% 1.50%
- ------------------------------------------------------------------------------------------------------------------

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost
of investing in Class A and Class B with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for one year and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of Class A and Class B and
your actual costs may be higher or lower.

JPMORGAN BOND FUND
- --------------------------------------------------------------------------------

IF YOU SELL YOUR SHARES YOUR COSTS WOULD BE:

1 YEAR 3 YEARS
- -------------------------------------------------------------------------------

CLASS A SHARES* $523 $761
- -------------------------------------------------------------------------------
CLASS B SHARES** $653 $806
- -------------------------------------------------------------------------------

IF YOU DON'T SELL YOUR SHARES YOUR COSTS WOULD BE:

1 YEAR 3 YEARS
- -------------------------------------------------------------------------------

CLASS B SHARES $153 $506
- -------------------------------------------------------------------------------

* ASSUMES SALES CHARGE IS DEDUCTED WHEN SHARES ARE PURCHASED.

** ASSUMES APPLICABLE DEFERRED SALES CHARGE IS DEDUCTED WHEN SHARES ARE SOLD.

- ------------------------------------------------------------------------------
JPMORGAN CALIFORNIA BOND FUND

THE FUND'S OBJECTIVE

The Fund seeks to provide high after-tax total return for California residents
consistent with moderate risk of capital.

THE FUND'S MAIN
INVESTMENT STRATEGY

The Fund invests primarily in California municipal securities that it believes
have the potential to provide high current income which is free from federal and
state personal income taxes for California residents. California municipal
securities are those issued by the State of California, its political
subdivisions, authorities and corporations.

Because the Fund's goal is high after-tax total return rather than high
tax-exempt income, the Fund may invest to a limited extent in securities of
other states or territories. To the extent that the Fund invests in municipal
securities of other states, the income from such securities would be free from
federal personal income taxes for California residents but would be subject to
California state personal income taxes. For non-California residents, the income
from California municipal securities is free from federal personal income taxes
only. The Fund may also invest in taxable securities.

The Fund's securities may be of any maturity, but under normal market conditions
the Fund's duration will generally range between three and ten years, similar to
that of the Lehman Brothers California Competitive Intermediate Bond Index
(1-17) (currently 5.42 years).

At least 90% of assets must be invested in securities that, at the time of
purchase, are rated investment-grade (BBB/Baa or better) or are the unrated
equivalent. No more than 10% of assets may be invested in securities rated B or
BB.

The sector allocation team meets monthly, analyzing the fundamentals of a broad
range of sectors in which the Fund may invest. The team seeks to enhance
performance and manage risk by underweighting or overweighting sectors.

Forecasting teams use fundamental economic factors to develop strategic
forecasts of the direction of interest rates. Based on these forecasts,
strategists establish the Fund's largest duration, a common measurement of a
security's sensitivity to interest rate movements. The Fund's target duration
typically remains relatively close to the duration of the market as a whole, as
represented by the Fund's benchmark. The strategists closely monitor the Fund
and make tactical adjustments as necessary.

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:
- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.
- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING
HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN CALIFORNIA BOND FUND
- -------------------------------------------------------------------------------

The Fund may also invest in derivatives, inverse floaters and interest rate
caps, zero coupon securities and forward commitments. These instruments may be
used to hedge various investments and for risk management. Derivatives, which
are financial instruments whose value is based on another security, index or
exchange rate, might also be used.

The Fund may invest in money market Instruments to increase its ability to
easily convert investments into cash without losing a significant amount of
money in the process.

The Fund may also invest in municipal lease obligations. These allow
participation in municipal lease agreements or installment purchase contracts.

There may be times when there are not enough municipal securities available to
meet the Fund's needs. On these occasions, the Fund may invest in securities
that may be subject to federal income tax.

The Fund may change any of its non-fundamental investment policies (including
its investment objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS
All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some specific risks of investing in the Fund.

The principal value of fixed-income investments tends to fall when prevailing
interest rates rise.

The Fund invests primarily in the State of California and its municipalities and
public authorities. If the state or any of these local government bodies gets
into financial difficulties, it could have trouble making interest and principal
payments. This would diminish the Fund's returns and its ability to preserve
capital and liquidity. Some California municipalities, as well as the State of
California and certain counties, have recently encountered financial
difficulties. Orange County, for instance, previously defaulted on its debt. If
the Fund invests more than 5% of its assets in any one municipality, this risk
could increase.

Under some circumstances, municipal obligations might not pay interest unless
the state or municipal legislature authorizes money for this purpose. Some
securities, such as 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.

The Fund may invest in securities whose interest is subject to the federal
alternative minimum tax. Consult your tax professional for more information.

High-yield debt securities may carry greater risks than securities which have
higher credit ratings, including a high risk of default. Companies which issue
high-yield securities are often young and growing and have a lot of debt.
High-yield securities are considered speculative, meaning there is a significant
risk that the issuer may not be able to repay principal or pay interest or
dividends on time.

The market for high-yield securities is not as liquid as the markets for higher
rated securities. This means that it may

JPMORGAN CALIFORNIA BOND FUND
- -------------------------------------------------------------------------------

be harder to sell high-yield securities, especially on short notice. The market
could also be hurt by legal or tax changes.

Securities which are rated Baa by Moody's or BBB by S&P may have fewer
protective provisions and are generally more risky than higher rated securities.
The issuer may have trouble making principal and interest payments when
difficult economic conditions exist.

The value of zero coupon securities, inverse floaters and interest rate caps
tends to fluctuate according to interest rate changes significantly more than
the value of ordinary interest-paying debt securities. The price of a security
with an interest rate cap will change more often and to a greater degree than a
municipal security without one.

A forward commitment could lose value if the underlying security falls in value
before the settlement date or if the other party fails to meet its obligations
to complete the transaction.

Derivatives may be more risky than other types of investments because they may
respond more to changes in economic conditions than other types of investments.

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes the value of its shares more sensitive to economic problems among those
issuing the securities. In addition, more than 25% of the Fund's total assets
may be invested in securities that rely on similar projects for their income
stream. As a result, the Fund could be more susceptible to developments that
affect those projects.

[SIDENOTE]

INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.

JPMORGAN CALIFORNIA BOND FUND
- -------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Select Class Shares. Prior to the date of this prospectus, the Fund had two
classes of shares (Select and Institutional). As of the date of this
prospectus, Class A Shares will be introduced. The bar chart shows how the
performance of the Fund's shares has varied from calendar year to calendar
year over the life of the Fund. This provides some indication of the risks of
investing in the Fund. The table shows the average annual total returns for
the past one year, five years and ten years (or if less than such periods,
the life of the Fund). It compares that performance to the Lehman Brothers
1-16 Year Municipal Bond Index and the Lehman Brothers California Competitive
Intermediate Bond Index (1-17), widely recognized market benchmarks. During
these periods, the actual returns of Class A Shares would have been lower
than shown because Class A Shares have higher expenses than Select Class
Shares. The performance figures in the bar chart and table also do not
reflect any deduction for the front-end sales load which is assessed on Class
A Shares. If the load were reflected, the performance figures would have been
lower.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

YEAR-BY-YEAR RETURNS(1,2)

[CHART]

1997 7.61%
1998 5.48%
1999 (0.78)%
2000 10.14%
- ------------------------------
BEST QUARTER 3.46%
- ------------------------------
3rd quarter, 1998
- ------------------------------
WORST QUARTER -2.02%
- ------------------------------
2nd quarter, 1999
- ------------------------------

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS 1.71%

JPMORGAN CALIFORNIA BOND FUND
- -------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURN (%)
Shows performance over time, for period ended December 31, 2000(1)

PAST 1 YR. LIFE OF FUND
- ------------------------------------------------------------------------------

CALIFORNIA BOND FUND (AFTER EXPENSES) 10.14 5.53
- ------------------------------------------------------------------------------
LEHMAN BROTHERS CALIFORNIA COMPETITIVE
INTERMEDIATE BOND INDEX (1-17)*(NO EXPENSES) 9.70 5.93
- ------------------------------------------------------------------------------
LEHMAN BROTHERS 1-16 YEAR MUNICIPAL
BOND INDEX*(NO EXPENSES) 9.32 5.81
- ------------------------------------------------------------------------------

(1) THE FUND COMMENCED OPERATIONS ON 4/21/97 AND RETURNS REFLECT THE
PERFORMANCE OF THE FUND FROM 5/1/97 FORWARD. FOR THE PERIOD FROM 1/1/97
THROUGH 4/30/97, RETURNS REFLECT PERFORMANCE OF J.P. MORGAN CALIFORNIA BOND
FUND: INSTITUTIONAL SHARES, A SEPARATE CLASS OF SHARES. PERFORMANCE DURING
THIS PERIOD REFLECTS OPERATING EXPENSES WHICH ARE LOWER THAN THOSE OF
CLASS A SHARES. ACCORDINGLY, PERFORMANCE RETURNS FOR CLASS A SHARES OF
THE FUND WOULD HAVE BEEN LOWER IF AN INVESTMENT HAD BEEN MADE IN THE FUND
DURING THE SAME TIME PERIOD.

(2) THE FUND'S FISCAL YEAR END IS 4/30.

(*) PREVIOUSLY THE FUND HAD USED THE LEHMAN BROTHERS 1-16 YEAR MUNICIPAL BOND
INDEX, WHICH IS COMPOSED OF TAX-EXEMPT SECURITIES OF VARIOUS STATES AND
MEASURES OVERALL TAX-EXEMPT BOND MARKET PERFORMANCE, AS A COMPARATIVE
BROAD-BASED SECURITIES MARKET INDEX. THE FUND HAS CHOSEN THE LEHMAN
BROTHERS CALIFORNIA COMPETITIVE INTERMEDIATE BOND INDEX (1-17) AS ITS
NEW BENCHMARK BECUASE IT MEASURES CALIFORNIA TAX-EXEMPT BOND MARKET
PERFORMANCE AND REFLECTS THE UNIVERSE OF SECURITIES IN WHICH THE FUND
INVESTS.

JPMORGAN CALIFORNIA BOND FUND
- ------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR CLASS A SHARES
The sales charges and estimated expenses of Class A before and after
reimbursement are shown below. Class A has no redemption fees and generally has
no exchange fees, although some institutions may charge you a fee for shares you
buy through them.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) WHEN YOU BUY CHARGE (LOAD) SHOWN AS
SHARES, SHOWN AS % OF LOWER OF ORIGINAL PURCHASE
THE OFFERING PRICE* PRICE OR REDEMPTION PROCEEDS
- ------------------------------------------------------------------------------

CLASS A SHARES 4.50% NONE
- ------------------------------------------------------------------------------

* THE OFFERING PRICE IS THE NET ASSET VALUE OF THE SHARES PURCHASED PLUS ANY
SALES CHARGE.

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM CLASS A
ASSETS)

CLASS A SHARES 0.30% 0.25% 0.25% 0.42% 1.22% 0.62% 0.60%
- --------------------------------------------------------------------------------------------------------------------

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost of
investing in Class A with the cost of investing in other mutual funds. The
example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for one year and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of Class A and your actual
costs may be higher or lower.

1 YR. 3 YRS.
- -------------------------------------------------------------------------

CLASS A SHARES* 509 761
- -------------------------------------------------------------------------

* ASSUMES SALES CHARGE IS DEDUCTED WHEN SHARES ARE PURCHASED.

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL
YEAR.

(4) REFLECTS A WRITTEN AGREEMENT PURSUANT TO WHICH JPMORGAN CHASE AGREES THAT
IT OR ONE OF ITS AFFILIATES WILL REIMBURSE THE FUND TO THE EXTENT TOTAL
OPERATING EXPENSES OF CLASS A (EXCLUDING INTEREST, TAXES AND EXTRAORDINARY
EXPENSES AND EXPENSES RELATED TO THE DEFERRED COMPENSATION PLAN) EXCEED
0.60% OF ITS AVERAGE DAILY NET ASSETS FOR ONE YEAR.

- ------------------------------------------------------------------------------
JPMORGAN U.S. EQUITY FUND

THE FUND'S OBJECTIVE

The Fund seeks to provide high total return from a portfolio of selected equity
securities.

Within each industry, the Fund focuses on those stocks that it considers most
undervalued. The Fund generally considers selling stocks that appear overvalued.

In managing the Fund, the adviser, J.P. Morgan Investment Management Inc.,
employs a three-step process that combines research, valuation and stock
selection.

The adviser takes an in-depth look at company prospects over a relatively long
period -- often as much as five years -- rather than focusing on near-term
expectations. This approach is designed to provide insight into a company's real
growth potential. The adviser's in-house research is developed by an extensive
worldwide network of over 80 career equity analysts. The team of analysts
dedicated to U.S. equities includes more than 35 members, with an average of
over ten years of experience.

- - catalysts that could trigger a rise in a stock's price

- - high potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

[SIDENOTE]
BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN U.S. EQUITY FUND
- -------------------------------------------------------------------------------

When the adviser wishes to limit the Fund's equity investments because of
adverse market conditions, the Fund may temporarily invest any amount in
investment-grade debt securities.

The Fund may invest any portion of its assets that isn't in stocks or
fixed-income securities in high-quality money market instruments and repurchase
agreements. To temporarily defend its assets, the Fund may put any amount of its
assets in these types of investments.

The Fund may invest in derivatives, which are financial instruments whose value
is based on another security, index or exchange rate. The Fund may use
derivatives to hedge various investments and for risk management.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. Here are some of the specific risks of investing in the
Fund.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

Derivatives may be more risky than other types of investments because they may
respond more to changes in economic conditions than other types of investments.

JPMORGAN U.S. EQUITY FUND
- -------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)
This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund
had only one class of shares, and operated in a master-feeder structure. As
of the date of this prospectus, the Fund's existing share class will be
re-named "Institutional" and Class A, B and C Shares will be introduced. The
bar chart shows how the performance of the Fund's shares has varied from
calendar year to calendar year over the life of the Fund. This provides some
indication of the risks of investing in the Fund. The table shows the average
annual total returns for the past one year, five years and ten years (or if
less than such periods, the life of the Fund). It compares that performance
to the S&P 500 Index, a widely recognized market benchmark. During these
periods, the actual returns of Class A, B and C Shares would have been lower
than shown because Class A, B and C Shares have higher expenses than
Institutional Class Shares. The performance figures in the bar chart and
table also do not reflect any deduction for the front-end sales load which is
assessed on Class A Shares. If the load were reflected, the performance
figures would have been lower.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS
OF 3/31/01 WAS -12.88%

YEAR-BY-YEAR RETURNS(1,2)

[CHART]

1991 34.12%
1992 8.73%
1993 11.06%
1994 (0.32)%
1995 32.83%
1996 21.22%
1997 28.58%
1998 24.79%
1999 14.88%
2000 (6.37)%

BEST QUARTER 21.46%

4th quarter, 1998
WORST QUARTER -17.97%
3rd quarter, 1998

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(1)

PAST 1 YR. PAST 5 YRS. PAST 10 YRS.
- -------------------------------------------------------------------------------

U.S. EQUITY FUND
(AFTER EXPENSES) -6.37 15.91 16.19
- -------------------------------------------------------------------------------
S&P 500 INDEX (NO EXPENSES) -9.11 18.33 17.46
- -------------------------------------------------------------------------------

(1) THE FUND COMMENCED OPERATIONS ON 9/17/93. FOR THE PERIOD 1/1/90 THROUGH
9/30/93, RETURNS REFLECT PERFORMANCE OF THE PIERPONT EQUITY FUND, THE
PREDECESSOR OF THE FUND.

(2) THE FUND'S FISCAL YEAR END IS 5/31.

JPMORGAN U.S. EQUITY FUND
- -------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR CLASS A, B AND C SHARES
The sales charges and estimated expenses of Classes A, B and C before and after
reimbursement are shown below. Class A, Class B and Class C generally have
no exchange fees, although some institutions may charge you a fee for shares you
buy through them.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

CLASS A SHARES 5.75% NONE
- -------------------------------------------------------------------------------
CLASS B SHARES NONE 5.00%
- -------------------------------------------------------------------------------
CLASS C SHARES NONE 1.00%
- -------------------------------------------------------------------------------

* THE OFFERING PRICE IS THE NET ASSET VALUE OF THE SHARES PURCHASED PLUS ANY
SALES CHARGE.

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM CLASS
A, CLASS B AND CLASS C ASSETS)

CLASS A SHARES 0.40% 0.25% 0.25% 0.45% 1.35% 0.30% 1.05%
- -------------------------------------------------------------------------------------------------------------
CLASS B SHARES 0.40% 0.75% 0.25% 0.45% 1.85% 0.10% 1.75%
- -------------------------------------------------------------------------------------------------------------
CLASS C SHARES 0.40% 0.75% 0.25% 0.45% 1.85% 0.10% 1.75%
- -------------------------------------------------------------------------------------------------------------

JPMORGAN U.S. EQUITY FUND
- -------------------------------------------------------------------------------

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost of
investing in Classes A, B and C with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for three years with respect to Class A and one year with
respect to Class B and Class C, and total operating expenses thereafter,
and

- - all shares sold at the end of each time period.

The example is for comparison only; the actual return of Class A, Class B and
Class C and your actual costs may be higher or lower.

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS
- ----------------------------------------------------------------------------

CLASS A SHARES* $676 $890
- ----------------------------------------------------------------------------
CLASS B SHARES** $678 $872
- ----------------------------------------------------------------------------
CLASS C SHARES** $278 $572
- ----------------------------------------------------------------------------

IF YOU DON'T SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS
- ----------------------------------------------------------------------------

CLASS B SHARES $178 $572
- ----------------------------------------------------------------------------
CLASS C SHARES $178 $572
- ----------------------------------------------------------------------------

* ASSUMES SALES CHARGE IS DEDUCTED WHEN SHARES ARE PURCHASED.

** ASSUMES APPLICABLE DEFERRED SALES CHARGE IS DEDUCTED WHEN SHARES ARE SOLD.

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL
YEAR.

(4) REFLECTS A WRITTEN AGREEMENT PURSUANT TO WHICH JPMORGAN CHASE AGREES THAT
IT OR ONE OF ITS AFFILIATES WILL REIMBURSE THE FUND TO THE EXTENT TOTAL
OPERATING EXPENSES OF CLASS A, B AND C (EXCLUDING INTEREST, TAXES,
EXTRAORDINARY EXPENSES AND EXPENSES RELATED TO THE DEFERRED
COMPENSATION PLAN) EXCEED 1.05%, 1.75% AND 1.75% RESPECTIVELY, OF THE
AVERAGE DAILY NET ASSETS FOR THREE YEARS (WITH RESPECT TO CLASS A) AND ONE
YEAR (WITH RESPECT TO CLASS B AND CLASS C).

- --------------------------------------------------------------------------------
JPMorgan FLEMING INTERNATIONAL
OPPORTUNITIES FUND

THE FUND'S OBJECTIVE

The Fund seeks to provide high total return from a portfolio of equity
securities of foreign companies in developed and, to a lesser extent, emerging
markets.

THE FUND'S MAIN
INVESTMENT STRATEGY

Through its extensive global equity research and analytical systems, the adviser
seeks to generate an information advantage. Using fundamental analysis as well
as macro-economic models, the adviser develops proprietary research on
countries, companies, and currencies. In these processes, the analysts focus on
a relatively long period rather than on near-term expectations alone. The team
of analysts dedicated to international equities includes more than 90 members
around the world, with an average of nearly ten years of experience.

The adviser takes an in-depth look at the relative valuations and economic
prospects of different countries, ranking the attractiveness of their markets.
Using these rankings, a team of strategists establishes a country allocation for
the Fund. Country allocation may vary either significantly or moderately from
the benchmark,. The adviser considers the developed countries of Europe
(excluding the U.K.) as a whole while monitoring the Fund's exposure to any one
country.

- - catalysts that could trigger a change in a stock's price

- - potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

The Fund has access to the adviser's currency specialists in determining the
extent and nature of the Fund's exposure to various foreign currencies.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

The Fund may invest in securities denominated in U.S. dollars, major reserve
currencies and currencies of other countries in which it can invest.

To temporarily defend its assets, the Fund may invest any amount of its assets
in high-quality short-term securities.

The Fund may change any of these investment policies (including its investment
objective) without shareholder approval.

THE FUND'S MAIN
INVESTMENT RISKS

All mutual funds carry a certain amount of risk. You may lose money on your
investment in the Fund. This section describes some of the specific risks of
investing in the Fund.

The Fund may not achieve its objective if the adviser's expectations regarding
particular securities or markets are not met.

The value of shares of the Fund will be influenced by conditions in stock
markets as well as the performance of the companies selected for the Fund's
portfolio.

The Fund's investments may take the form of depositary receipts, including

[SIDENOTE]

BEFORE YOU INVEST

INVESTORS CONSIDERING THE FUND SHOULD UNDERSTAND THAT:

- - THERE IS NO ASSURANCE THAT THE FUND WILL MEET ITS INVESTMENT OBJECTIVE.

- - THE FUND DOES NOT REPRESENT A COMPLETE INVESTMENT PROGRAM.

FREQUENCY OF TRADING

HOW FREQUENTLY THE FUND BUYS AND SELLS SECURITIES WILL VARY FROM YEAR TO YEAR,
DEPENDING ON MARKET CONDITIONS.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

unsponsored depositary receipts. Unsponsored depositary receipts may not
provide as much information about the underlying issuer and may not carry the
same voting privileges as sponsored depositary receipts.

The Fund's investments in emerging markets could lead to more volatility in the
value of the Fund's shares. As mentioned above, the normal risks of investing in
foreign countries are heightened when investing in emerging markets. In
addition, the small size of securities markets and the low trading volume may
lead to a lack of liquidity, which leads to increased volatility. Also, emerging
markets may not provide adequate legal protection for private or foreign
investment or private property.

In early 1999, the European Monetary Union implemented a new currency called the
"euro," which is expected to replace existing national currencies by July 1,
2002. Full implementation of the euro may be delayed and difficulties with the
conversion may significantly impact European capital markets. It is possible
that the euro could increase volatility in financial markets worldwide, which
could have a negative effect on the value of shares of the Fund.

If the Fund invests in closed-end investment companies, it may incur added
expenses such as additional management fees and trading costs.

Derivatives may be riskier than other types of investments because they may be
more sensitive to changes in economic conditions than other types of
investments.

[SIDENOTE]

INVESTMENTS IN THE FUND ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE (UNAUDITED)

This section shows the Fund's performance record with respect to the Fund's
Institutional Class Shares. Prior to the date of this prospectus, the Fund
had only one class of shares, and operated in a master-feeder structure. As
of the date of this prospectus, the Fund's existing share class will be
re-named "Institutional" and Class A and Class B Shares will be introduced.
The bar chart shows how the performance of the Fund's shares has varied from
calendar year to calendar year over the life of the Fund. This provides some
indication of the risks of investing in the Fund. The table shows the average
annual total returns for the past one year, five years and ten years (or if
less than such periods, the life of the Fund). It compares that performance
to the MSCI All Country World Index Free (EX-U.S.), a widely recognized
market benchmark. During these periods, the actual returns of Class A and
Class B Shares would have been lower than shown because Class A and Class B
Shares have higher expenses than Institutional Class Shares. The performance
figures in the bar chart and table also do not reflect any deduction for the
front-end sales load which is assessed on Class A Shares. If the load were
reflected, the performance figures would have been lower.

Past performance does not predict how any class of the Fund will perform in the
future.

The calculations assume that all dividends and distributions are reinvested in
the Fund. Some of the companies that provide services to the Fund have in the
past agreed not to collect some expenses and to reimburse others. Without these
agreements, the performance figures would be lower than those shown.

THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 3/31/01 WAS -14.65%

YEAR-BY-YEAR RETURNS(1,2)

1998 3.83%
1999 39.90%
2000 (16.21)%

- -------------------------------
BEST QUARTER 22.09%
- -------------------------------
4th quarter, 1998
- -------------------------------
WORST QUARTER -21.34%
- -------------------------------
3rd quarter, 1998
- -------------------------------

AVERAGE ANNUAL TOTAL RETURN (%)

Shows performance over time, for periods ended December 31, 2000(2)

PAST 1 YR. LIFE OF FUND
- ---------------------------------------------------------------------------------
FLEMING INTERNATIONAL
- ---------------------------------------------------------------------------------

OPPORTUNITIES FUND (AFTER EXPENSES) -16.21 7.67
- ---------------------------------------------------------------------------------
MSCI ALL COUNTRY WORLD INDEX FREE (EX-U.S.) (NO EXPENSES) -15.09 7.06
- ---------------------------------------------------------------------------------

(1) THE FUND'S FISCAL YEAR END IS 11/30.

(2) THE FUND COMMENCED OPERATIONS ON 2/26/97 AND PERFORMANCE IS CALCULATED AS
OF 2/28/97.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

ESTIMATED INVESTOR EXPENSES FOR CLASS A AND CLASS B SHARES

The sales charges and estimated expenses of Class A and Class B before and after
reimbursement are shown below. Class A and Class B generally have no exchange
fees, although some institutions may charge you a fee for shares you buy through
them.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

MAXIMUM DEFERRED SALES
MAXIMUM SALES CHARGE (LOAD) CHARGE (LOAD) SHOWN AS
WHEN YOU BUY SHARES, SHOWN LOWER OF ORIGINAL PURCHASE
AS % OF THE OFFERING PRICE* PRICE OR REDEMPTION PROCEEDS
- -----------------------------------------------------------------------------------------

CLASS A SHARES 5.75% NONE
- -----------------------------------------------------------------------------------------
CLASS B SHARES NONE 5.00%
- -----------------------------------------------------------------------------------------

* THE OFFERING PRICE IS THE NET ASSET VALUE OF THE SHARES PURCHASED PLUS ANY
SALES CHARGE.

ESTIMATED ANNUAL OPERATING EXPENSES (%) (EXPENSES THAT ARE DEDUCTED FROM CLASS A
AND CLASS B ASSETS)

SHARE-
DISTRIBUTION HOLDER TOTAL FEE WAIVER
MANAGEMENT (RULE 12b-1) SERVICE OTHER OPERATING AND EXPENSE NET
FEES FEES FEES EXPENSES(3) EXPENSES REIMBURSEMENT(4) EXPENSES(4)
- --------------------------------------------------------------------------------------------------------

CLASS A SHARES 0.60% 0.25% 0.25% 0.80% 1.90% NONE 1.90%
- --------------------------------------------------------------------------------------------------------
CLASS B SHARES 0.60% 0.75% 0.25% 0.80% 2.40% NONE 2.40%
- --------------------------------------------------------------------------------------------------------

(3) "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL
YEAR.

(4) REFLECTS A WRITTEN AGREEMENT PURSUANT TO WHICH JPMORGAN CHASE AGREES THAT
IT OR ONE OF ITS AFFILIATES WILL REIMBURSE THE FUND TO THE EXTENT TOTAL
OPERATING EXPENSES OF CLASS A AND CLASS B (EXCLUDING INTEREST, TAXES AND
EXTRAORDINARY EXPENSES AND EXPENSES RELATED TO THE DEFERRED
COMPENSATION PLAN) EXCEED 1.90% AND 2.40%, RESPECTIVELY, OF THEIR AVERAGE
DAILY NET ASSETS FOR ONE YEAR.

EXPENSE EXAMPLE(4) The example below is intended to help you compare the cost of
investing in the Class A and Class B with the cost of investing in other mutual
funds. The example assumes:

- - $10,000 initial investment

- - 5% return each year

- - net expenses for one year and total operating expenses thereafter, and

- - all shares sold at the end of each time period.

JPMORGAN FLEMING INTERNATIONAL OPPORTUNITIES FUND
- --------------------------------------------------------------------------------

The example is for comparison only; the actual return of Class A and Class B and
your actual costs may be higher or lower.

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS
- --------------------------------------------------------------------------------

CLASS A SHARES* $757 $1,138
- --------------------------------------------------------------------------------
CLASS B SHARES** $743 $1,048
- --------------------------------------------------------------------------------
IF YOU DON'T SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS
- --------------------------------------------------------------------------------

CLASS B SHARES $243 $748
- --------------------------------------------------------------------------------

* ASSUMES SALES CHARGE IS DEDUCTED WHEN SHARES ARE PURCHASED.

** ASSUMES APPLICABLE DEFERRED SALES CHARGE IS DEDUCTED WHEN SHARES ARE SOLD.

- --------------------------------------------------------------------------------
WHO MAY WANT TO INVEST

THE BOND FUND AND THE CALIFORNIA BOND FUND (THE FIXED INCOME FUNDS) ARE DESIGNED
FOR INVESTORS WHO:

- - want to add an income investment to further diversify a portfolio

- - want an investment whose risk/return potential is higher than that of money
market funds but generally less than that of stock funds

- - want an investment that pays monthly dividends

- - with regard to the California Bond Fund, are seeking income that is exempt
from federal, state, and local (if applicable) personal income taxes in
California

THESE FUNDS ARE NOT DESIGNED FOR INVESTORS WHO:

- - are investing for aggressive long-term growth

- - require stability of principal

- - with regard to the California Bond Fund, are investing through a
tax-deferred account such as an IRA

THE U.S. EQUITY FUND IS DESIGNED FOR INVESTORS WHO:

- - are pursuing a long-term goal such as retirement

- - want to add an investment with growth potential to further diversify a
portfolio

- - want a Fund that seeks to outperform the markets in which it invests over
the long term

THIS FUND IS NOT DESIGNED FOR INVESTORS WHO:

- - want a Fund that pursues market trends or focus only on particular
industries or sectors

- - require regular income or stability of principal

- - are pursuing a short-term goal or investing emergency reserves

THE FLEMING INTERNATIONAL OPPORTUNITIES FUND IS DESIGNED FOR INVESTORS WHO:

- - are pursuing a long-term goal

- - want to add a non-U.S. investment with growth potential to further
diversify a portfolio

- - want a Fund that seeks to consistently outperform the markets in which it
invests

THIS FUND IS NOT DESIGNED FOR INVESTORS WHO:

- - are uncomfortable with the risks of international investing

- - are looking for a less aggressive stock investment

- - require regular income or stability of principal

- - are pursuing a short-term goal or investing emergency reserves

- --------------------------------------------------------------------------------
THE FUNDS' MANAGEMENT AND ADMINISTRATION

The Bond Fund, U.S. Equity Fund, and Fleming International Opportunities Fund
are series of J.P. Morgan Institutional Funds, a Massachusetts business
trust. The California Bond Fund is a series of J.P Morgan Series Trust, a
Massachusetts business trust. The trustees of each trust are responsible for
overseeing all business activities.

THE FUNDS' ADMINISTRATOR

Morgan Guaranty Trust Company of New York (the "Administrator") provides
administrative services, oversees each Fund's other service providers and
provides Fund officers. The Administrator receives the following annual fee on
behalf of each Fund for administrative services.

0.15% of each Fund's pro-rata portion of the first $25 billion of average net
assets of all non-money market funds in the JPMorgan Funds complex plus 0.10% of
average net assets over $25 billion.

THE FUNDS' INVESTMENT ADVISER

J.P. Morgan Investment Management Inc. ("JPMIM") is the investment adviser and
makes the day-to-day investment decisions for the Funds. JPMIM is located at 522
5th Avenue, New York, NY 10036.

JPMIM is a wholly owned subsidiary of J.P. Morgan Chase & Co. (JPMorgan Chase),
a bank holding company.

During the most recent fiscal year, JPMIM was paid management fees (net of
waivers) as a percentage of average net assets as follows:

FISCAL
FUND YEAR END %
- -------------------------------------

BOND FUND 10/31 0.30%
- -------------------------------------
CALIFORNIA BOND FUND 4/30 0.30%
- -------------------------------------
U.S. EQUITY FUND 5/31 0.40%
- -------------------------------------
FLEMING INTERNATIONAL
OPPORTUNITIES FUND 11/30 0.60%
- -------------------------------------

PORTFOLIO MANAGERS
BOND FUND AND CALIFORNIA BOND FUND

The Fixed Income Funds are managed by a team of individuals at JPMIM.

U.S. EQUITY FUND

FLEMING INTERNATIONAL
OPPORTUNITIES FUND

The portfolio management team is led by Andrew C. Cormie, managing director,
who has been an international equity portfolio manager since 1997 and
employed by JPMIM since 1984, and by Nigel F. Emmett, vice president, who has
been on the team since joining JPMIM in August 1997, and by Jenny C. Sicat,
vice president, who joined the team in August 2000 and has been at JPMIM
since 1995. Previously, Mr. Emmett was an assistant manager at Brown Brothers
Harriman and Co. and a portfolio manager at Gartmore Investment Management.
Prior to joining the team, Ms. Sicat was a portfolio manager in Emerging
Markets focusing on currencies and derivatives.

- --------------------------------------------------------------------------------
HOW YOUR ACCOUNT WORKS

ABOUT SALES CHARGES

You must pay a sales charge to buy shares in the Funds. There are also ongoing
charges that all investors pay as long as they own their shares, as explained
later.

This prospectus offers Class A Shares of the California Bond Fund, Class A
and B Shares of the Bond Fund and the Fleming International Opportunities
Fund and Class A, B and C Shares of the U.S. Equity Fund.

Different charges are associated with each class of shares:

- - If you choose to invest in Class A Shares, you must pay a sales charge when
you invest.

- - If you choose to invest in Class B Shares, you may pay a deferred sales
charge. You are not required to pay a sales charge when you invest, but may
be required to pay a charge when you sell your shares, depending on the
length of your investment in the particular shares.

- - If you choose to invest in Class C Shares, you will be required to pay a
sales charge if you hold the shares for less than one year.

There are a number of plans and special discounts which can decrease or
eliminate these charges.

This section explains how the three sales charges work.

CLASS A SHARES

The initial sales charge is deducted directly from the money you invest. As the
tables show, the sales charge decreases as your investment increases. The public
offering price of Class A Shares is the net asset value plus the initial sales
charge. Net asset value is the value of everything a Fund owns, minus everything
it owes, divided by the number of shares held by investors. The Funds receive
the net asset value.

Shareholders of the former J.P.Morgan U.S. Equity Fund-Advisor Series who
received their Class A shares as a result of a fund reorganization in August,
2001, will not pay sales loads on subsequent purchases of Class A Shares in the
U.S. Equity Fund or any other JPMorgan Fund.

TOTAL SALES CHARGE FOR BOND FUND AND CALIFORNIA BOND FUND

AS % OF THE AS %
OFFERING OF NET
AMOUNT OF PRICE AMOUNT
INVESTMENT PER SHARE INVESTED
- ----------------------------------------------------

LESS THAN $100,000 4.50% 4.71%
- ----------------------------------------------------
$100,000 BUT UNDER $250,000 3.75% 3.90%
- ----------------------------------------------------
$250,000 BUT UNDER $500,000 2.50% 2.56%
- ----------------------------------------------------
$500,000 BUT UNDER $1 MILLION 2.00% 2.04%
- ----------------------------------------------------

TOTAL SALES CHARGE FOR U.S. EQUITY FUND AND FLEMING INTERNATIONAL OPPORTUNITIES
FUND

AS % OF THE AS %
OFFERING OF NET
AMOUNT OF PRICE AMOUNT
INVESTMENT PER SHARE INVESTED
- ----------------------------------------------------

LESS THAN $100,000 5.75% 6.10%
- ----------------------------------------------------
$100,000 BUT UNDER $250,000 3.75% 3.90%
- ----------------------------------------------------
$250,000 BUT UNDER $500,000 2.50% 2.56%
- ----------------------------------------------------
$500,000 BUT UNDER $1 MILLION 2.00% 2.04%
- ----------------------------------------------------

There is no sales charge for investments of $1 million or more.

HOW YOUR ACCOUNT WORKS
- --------------------------------------------------------------------------------

CLASS B SHARES

The deferred sales charge is deducted directly from your assets when you sell
your shares. It is calculated as a percentage of the lower of the original
purchase price or the current value of the shares. As the table shows, the
deferred sales charge decreases the longer you hold the shares and disappears
altogether after six years. Class B Shares automatically convert into Class A
Shares at the beginning of the ninth year after you bought them.

YEAR DEFERRED SALES CHARGE
- -------------------------------

1 5%
- -------------------------------
2 4%
- -------------------------------
3 3%
- -------------------------------
4 3%
- -------------------------------
5 2%
- -------------------------------
6 1%
- -------------------------------
7 NONE
- -------------------------------
8 NONE
- -------------------------------

We calculate the deferred sales charge from the month you buy your shares. We
always sell the shares with the lowest deferred sales charge first. Shares
acquired by reinvestment distribution can be sold without a deferred sales
charge.

CLASS C SHARES

The deferred sales charge is deducted directly from your assets when you sell
your shares. It is equal to the lower of 1% of the original purchase price or
the current value of the shares. The deferred sales charge on Class C Shares
disappears altogether after one year. We calculate the deferred sales charge
from the month you buy your charges. We always sell the shares with the lowest
deferred sales charge first.

Like Class B Shares, Class C Shares have higher combined distribution and
service fees. Unlike Class B Shares, Class C Shares are never converted to Class
A Shares. That means you keep paying the higher service and distribution fees as
long as you hold them. Over the long term, this can add up to higher total fees
than either Class A or Class B Shares.

GENERAL

J.P. Morgan Fund Distributors, Inc. (JPF) is the distributor for the Funds. It's
a subsidiary of BISYS Group, Inc. and is not affiliated with JPMorgan Chase. The
Funds have adopted Rule 12b-1 distribution plans under which they pay annual
distribution fees of up to 0.25% of the average daily net assets attributed to
Class A Shares and up to 0.75% of the average daily net assets attributed to
Class B Shares and Class C Shares, as applicable.

This payment covers such things as compensation for services provided by
broker-dealers and expenses connected to the sale of shares. Payments are not
tied to actual expenses incurred.

Because 12b-1 expenses are paid out of a Fund's assets on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than other types of sales charges.

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

HOW YOUR ACCOUNT WORKS
- --------------------------------------------------------------------------------

you're buying and how long you intend to hold your shares. If you have no plans
to sell your shares for at least six years and you would prefer not to pay an
up-front 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. In almost all cases, if you plan to buy $250,000 of
shares or more, Class A is the most economical choice.

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 distribution and service fees, which are lower for
Class A Shares. These fees appear in the table called Annual Fund operating
expenses for each Fund.

Your investment representative may be able to advise you about the best class of
shares for you

BUYING FUND SHARES

You can buy shares in three ways:

THROUGH YOUR INVESTMENT REPRESENTATIVE

Tell your representative which Funds you want to buy and he or she will contact
us. Your representative may charge you a fee and may offer additional services,
such as special purchase and redemption programs. Some representatives charge a
single fee that covers all services. Your representative may impose different
minimum investments and earlier deadlines to buy and sell shares.

THROUGH THE JPMORGAN FUNDS SERVICE CENTER
Call 1-800-348-4782
Or
Complete the application form and mail it along with a check for the amount you
want to invest to:

JPMorgan Funds Service Center,
P.O. Box 219392
Kansas City, MO 64121-9392

THROUGH A SYSTEMATIC INVESTMENT PLAN

You can make regular automatic purchases of at least $100. There's more on the
Systematic Investment Plan later in this document.

Whether you choose Class A, Class B or Class C Shares, the price of the
shares is based on the net asset value per share (NAV). NAV is the value of
everything a Fund owns, minus everything it owes, divided by the number of
shares held by investors. You'll pay the public offering price, which is
based on the next NAV calculated after the JPMorgan Funds Service Center
accepts your instructions. Each Fund calculates its NAV once each day at the
close of regular trading on the New York Stock Exchange. Each Fund generally
values its assets at their market value but may use fair value if market
prices are unavailable or do not represent a security's value at the time of
pricing. The JPMorgan Funds Service Center will not accept your order until
it is in proper form. An order is in proper form only after payment is
converted into federal funds.

The Fleming International Opportunities Fund invests in securities that are
primarily listed on foreign exchanges and these exchanges may trade on Saturdays

HOW YOUR ACCOUNT WORKS
- --------------------------------------------------------------------------------

or other U.S. holidays on which the Fund does not price. As a result, the Fund's
portfolio will trade and its NAV may fluctuate significantly on days when you
have no access to the Fund.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:
- --------------------------------------------------
THE JPMORGAN FUNDS SERVICE CENTER
- --------------------------------------------------
1-800-348-4782
- --------------------------------------------------

TYPE OF INITIAL ADDITIONAL
ACCOUNT INVESTMENT INVESTMENTS
- ------------------------------------------

REGULAR ACCOUNT $2,500 $100
- ------------------------------------------
SYSTEMATIC
INVESTMENT PLAN $1,000 $100
- ------------------------------------------
IRAS $1,000 $100
- ------------------------------------------
SEP-IRAS $1,000 $100ws
- ------------------------------------------
EDUCATION IRAS $1,000 $100
- ------------------------------------------

Make your check out to JPMorgan Funds in U.S. dollars. We do not accept credit
cards, cash, or checks from a third party. If you purchase your shares by
uncertified check, you cannot sell these shares until 15 calendar days after
such shares were purchased. If you buy through an Automated Clearing House, you
can not sell your shares until the payment clears. That could take more than
seven business days.

If you are planning to exchange, sell or transfer shares to another person
shortly after buying the shares, you should pay by certified check to avoid
delays. The Funds will not issue certificates for Class A or Class C shares
unless you request them and they will not issue certificates for Class B shares.

SELLING FUND SHARES

You can sell your shares three ways:

THROUGH YOUR INVESTMENT REPRESENTATIVE

Tell your representative which Funds you want to sell. He or she will send the
necessary documents to the JPMorgan Funds Service Center. Your representative
might charge you for this service.

THROUGH THE JPMORGAN FUNDS SERVICE CENTER

Call 1-800-348-4782. We will mail you a check or send the proceeds via
electronic transfer or wire. You cannot sell by phone if you have changed your
address of record within the previous 30 days. If you sell shares of Funds

HOW YOUR ACCOUNT WORKS
- --------------------------------------------------------------------------------

worth $25,000 or more by phone, we will send it by wire only to a bank account
on our records.
Or
Send a signed letter with your instructions to:

JPMorgan Funds Service Center,
P.O. Box 219392
Kansas City, MO 64121-9392

THROUGH A SYSTEMATIC WITHDRAW PLAN

You can automatically sell as little as $50 worth of shares. See Shareholder
Services for details.

You can sell your shares on any day that the JPMorgan Funds Service Center is
accepting purchase orders.

You will receive the next NAV calculated after the JPMorgan Funds Service Center
accepts your order, less any applicable sales charges.

Under normal circumstances, if the JPMorgan Funds Service Center receives your
order before the close of regular trading on the New York Stock Exchange, each
Fund will send you the proceeds the next business day. We will accept an order
to sell shares if the Fund hasn't collected your payment for the shares. Each
Fund may stop accepting orders to sell and may postpone payments for more than
seven days, as federal securities laws permit.

You will need to have signatures guaranteed for all registered owners or their
legal representative if:

- - you want to sell shares with a net asset value of $100,000 or more, or

- - you want your payment sent to an address other than the one we have in our
records.

We may also need additional documents or a letter from a surviving joint owner
before selling the shares. Contact the JPMorgan Funds Service Center for more
details.

REDEMPTIONS-IN-KIND

Each Fund reserves the right to make redemptions of over $250,000 in securities
rather than in cash.

EXCHANGING FUND SHARES

You can exchange your shares for shares of the same class of certain other
JPMorgan Funds at net asset value, beginning 15 days after you buy your shares.
For tax purposes, an exchange is treated a sale of Fund shares. This will
generally result in a capital gain or loss to you.

You can exchange your shares in one of three ways:

THROUGH YOUR INVESTMENT

REPRESENTATIVE

Tell your representative which Funds you want to exchange from and to. He or she
will send the necessary documents to the JPMorgan Funds Service Center. Your
representative might charge you for this service.

THROUGH THE JPMORGAN FUNDS SERVICE CENTER

Call 1-800-348-4782 to ask for details.

THROUGH A SYSTEMATIC EXCHANGE PLAN

You can automatically exchange money from one JPMorgan account to another of the
same class. Call the JPMorgan Funds Service Center for details.

If you exchange Class B shares of a Fund for Class B shares of another

HOW YOUR ACCOUNT WORKS
- --------------------------------------------------------------------------------

JPMorgan Fund, or Class C for Class C, you will not pay a deferred sales charge
until you sell the shares of the other Fund. The amount of deferred sales charge
will be based on when you bought the original shares, not when you made the
exchange. Carefully read the prospectus of the Fund you want to buy before
making an exchange. You will need to meet any minimum investment requirements.

You should not exchange shares as a means of short-term trading as this could
increase management costs and affect all shareholders. We reserve the right to
limit the number of exchanges or to refuse an exchange. We may also terminate
this privilege. We charge an administration fee of $5 for each exchange if you
make more than 10 exchanges in a year or three in a quarter. See the Statement
of Additional Information to find out more about the exchange privilege.

OTHER INFORMATION CONCERNING THE FUNDS

We may close your account if the balance falls below $500 for 30 days because
you have sold shares. We may also close the account if you are in the Systematic
Investment Plan and fail to meet investment minimums over a 12-month period. We
will give you 60 day's notice before closing your account.

Unless you indicate otherwise on your account application, we are authorized to
act on redemption and transfer instructions received by phone. If someone trades
on your account by phone, we will ask that person to confirm your account
registration and address to make sure they match those you provided us. If they
give us the correct information, we are generally authorized to follow that
person's instructions. We'll take all reasonable precautions to confirm that the
instructions are genuine. Investors agree that they will not hold a Fund liable
for any loss or expenses from any sales request, if the Fund takes reasonable
precautions. The Funds will be liable for any losses to you from an unauthorized
sale or fraud against you if we do not follow reasonable procedures.

You may not always reach the JPMorgan Funds Service Center by telephone. This
may be true at times of unusual market changes and shareholder activity. You can
mail us your instructions or contact your investment representative or agent. We
may modify or cancel the sale of shares by phone without notice.

The Funds have agreements with certain shareholder servicing agents (including
Morgan Guaranty Trust Company of New York) under which the shareholder servicing
agents have agreed to provide certain support services to their customers. For
performing these services, each shareholder servicing agent receives an annual
fee of up to 0.25% of the average daily net assets of the Class A, Class B and
Class C Shares of the Funds held by investors by the shareholder servicing
agent.

JPMIM and/or JPF may, at their own expense, make additional payments to certain
selected dealers or other shareholder servicing agents for performing
administrative services for their customers.

HOW YOUR ACCOUNT WORKS
- --------------------------------------------------------------------------------

Each Fund may issue multiple classes of shares. This prospectus relates only to
Class A of all Funds, Class B of the Bond, U.S. Equity and Fleming International
Opportunities Funds and Class C of the U.S. Equity Fund. Each class may have
different requirements for who may invest, and may have different sales charges
and expense levels. A person who gets compensated for selling Fund shares may
receive a different amount for each class.

DISTRIBUTIONS AND TAXES

The Funds can earn income and they can realize capital gain. The Funds deduct
any expenses then pay out these earnings to shareholders as distributions.

The Bond Fund and California Bond Fund generally pay dividends monthly. The U.S.
Equity Fund generally distributes any net investment income at least quarterly.
The Fleming International Opportunities Fund generally distributes any net
investment income at least annually. Net capital gain is distributed annually.
You have three options for your distributions. You may:

- - reinvest all of them in additional Fund shares without a sales charge;

- - take distributions of net investment income in cash or as a deposit in a
pre-assigned bank account and reinvest distributions of net capital gain in
additional shares: or

- - take all distributions in cash or as a deposit in a pre-assigned bank
account.

If you do not select an option when you open your account, we will reinvest all
distributions. If your distributions are reinvested, they will be in the form of
shares of the same class. The taxation of the dividends won't be affected by the
form in which you receive them.

Dividends of net investment income are usually taxable as ordinary income at the
federal, state and local levels. Dividends of tax-exempt interest income are not
subject to federal income taxes, but will generally be subject to state and
local taxes. However, for the California Bond Fund, California residents will
not have to pay California personal income taxes on tax-exempt income from
California municipal obligations. The state or municipality where you live may
not charge you state or local taxes on tax-exempt interest earned on certain
bonds. Dividends earned on bonds issued by the U.S. government and its agencies
may also be exempt from some types of state and local taxes.

The Fleming International Opportunities Fund expects that its distributions will
consist primarily of capital gains.

Investment income received by the Fleming International Opportunities Fund from
sources in foreign jurisdictions may have taxes withheld at the source. Since it
is anticipated that more

HOW YOUR ACCOUNT WORKS
- --------------------------------------------------------------------------------

than 50% of such Fund's assets at the close of its taxable year will be in
securities of foreign corporations, such Fund may elect to "pass through" to its
shareholders the foreign taxes that it paid.

Early in each calendar year, each Fund will send you a notice showing the amount
of distributions you received in the preceding year and the tax status of those
distributions.

Any investor for whom a Fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

The above is a general summary of tax implications of investing in the Funds.
Please consult your tax advisor to see how investing in a Fund will affect your
own tax situation.

- --------------------------------------------------------------------------------
SHAREHOLDER SERVICES

SYSTEMATIC INVESTMENT PLAN

You can regularly invest $100 or more in the first or third week of any month.
The money is automatically deducted from your checking or savings account.

You can set up a plan when you open an account by completing the appropriate
section of the application. Current shareholders can join by sending a signed
letter and a deposit slip or void check to the JPMorgan Funds Service Center.
Call 1-800-348-4782 for complete instructions.

SYSTEMATIC WITHDRAW PLAN

You can make regular withdrawals of $50 or more ($100 or more for Class B
accounts). You can have automatic withdrawals made monthly, quarterly or
semiannually. Your account must contain at least $5,000 to start the plan. Call
1-800-348-4782 for complete instructions.

SYSTEMATIC EXCHANGE

You can transfer assets automatically from one JPMorgan Fund account to another
on a regular basis. It is a free service.

FREE EXCHANGE PRIVILEGE

You can exchange money between JPMorgan Funds in the same class without charge.
This allows you to adjust your investments as your objectives change.

REINSTATEMENT PRIVILEGE

You can buy back Class A Shares you sell, without paying a sales charge, as long
as you make a request in writing within 90 days of the sale. If you sell Class B
Shares or Class C on which you've paid a deferred sales charge, you can use the
proceeds to buy Class A Shares without a sales charge. You must buy the Class A
Shares within 90 days of selling the Class B or Class C Shares.

RISK AND REWARD ELEMENTS FOR FIXED INCOME FUNDS
This table discusses the main elements that make up each Fixed Income Fund's
overall risk and reward characteristics. It also outlines each Fund's
policies toward various investments, including those that are designed to help
certain Funds manage risk.

- -----------------------------------------------------------------------------------------------------------------------------------
POTENTIAL RISKS POTENTIAL REWARDS POLICIES TO BALANCE RISK AND REWARD
- -----------------------------------------------------------------------------------------------------------------------------------

MARKET CONDITIONS
- Each Fund's share price, - Bonds have generally outperformed - Under normal circumstances the
yield, and total return money market investments over the Funds plan to remain fully invested
will fluctuate in response long term, with less risk than in bonds and other fixed income
to bond market movements stocks securities
- The value of most bonds - Most bonds will rise in value - The Funds seek to limit risk and
will fall when interest when interest rates fall enhance total return or yields
rates rise; the longer a - Mortgage-backed and asset-backed through careful management, sector
bond's maturity and the securities and direct mortgages can allocation, individual securities
lower its credit quality, offer attractive returns selection, and duration management
the more its value - During severe market downturns, the
typically falls funds have the option of investing
- Adverse market conditions up to 100% of assets in
may from time to time cause investment-grade short-term
a Fund to take temporary securities
defensive positions that are - Each adviser monitors interest rate
inconsistent with its principal trends, as well as geographic and
investment strategies and may demographic information related to
hinder a fund from achieving mortgage-backed securities and
its investment objective mortgage prepayments
- Mortgage-backed and asset-backed
securities (securities representing an
interest in, or secured by, a pool of
mortgages or other assets such as
receivables) and direct mortgages could
generate capital losses or periods of
low yields if they are paid off
substantially earlier or later than
anticipated
- -----------------------------------------------------------------------------------------------------------------------------------
CREDIT QUALITY
- The default of an issuer would - Investment-grade bonds have a - Each Fund maintains its own
leave a Fund with unpaid interest lower risk of default policies for balancing credit
or principal - Junk bonds offer higher yields quality against potential yields
- Junk bonds (those rated BB/Ba or and higher potential gains and gains in light of its
lower) have a higher risk of investment goals
default, tend to be less liquid, - Each adviser develops its own
and may be more difficult to value ratings of unrated securities and
makes a credit quality
determination for unrated
securities
- -----------------------------------------------------------------------------------------------------------------------------------
FOREIGN INVESTMENTS
- A Fund could lose money because - Foreign bonds, which represent a - Foreign bonds may be a significant
of foreign government actions, major portion of the world's fixed investment for the Bond Fund.
political instability, or lack of income securities, offer attractive - To the extent that a Fund invests
adequate and accurate information potential performance and in foreign bonds, it may manage the
- Currency exchange rate movements opportunities for diversification currency exposure of its foreign
could reduce gains or create losses - Favorable exchange rate movements investments relative to its
- Currency and investment risks tend could generate gains or reduce benchmark, and may hedge a portion
to be higher in emerging markets; losses of its foreign currency exposure
these markets also present higher - Emerging markets can offer into the U.S. dollar from time to
handling and valuation risks higher returns time (see also "Derivatives");
these currency management
techniques may not be available for
certain emerging markets
investments
- -----------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED
DELIVERY SECURITIES
- When a Fund buys securities - A Fund can take advantage - Each Fund uses segregated accounts
before issue or for delayed of attractive transaction opportunities to offset leverage risk
delivery, it could be exposed to
leverage risk if it does not use
segregated accounts

MANAGEMENT CHOICES
- A Fund could underperform its - A Fund could outperform its - Each adviser focuses its active
benchmark due to its sector, benchmark due to these same choices management on those areas where it
securities or duration choices believes its commitment to research
can most enhance returns and manage
risks in a consistent way
- -----------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES
- Derivatives such as futures, - Hedges that correlate well with - The Funds use derivatives, such as
options, swaps and forward foreign underlying positions can reduce or futures, options, swaps and forward
currency contracts(1) that are used eliminate losses at low cost foreign currency contracts for
for hedging the portfolio or - A Fund could make money and protect hedging and for risk management
specific securities may not fully against losses if management's (i.e., to adjust duration or yield
offset the underlying positions and analysis proves correct curve exposure, or to establish or
this could result in losses to the - Derivatives that involve leverage adjust exposure to particular
Fund that would not have otherwise could generate substantial gains at securities, markets, or
occurred low cost currencies); risk management may
- Derivatives used for risk include management of a Fund's
management may not have the exposure relative to its benchmark
intended effects and may result in - The Funds only establish hedges
losses or missed opportunities that they expect will be highly
- The counterparty to a derivatives correlated with underlying
contract could default positions
- Certain types of derivatives - While the Funds may use
involve costs to the Funds which derivatives that incidentally
can reduce returns involve leverage, they do not use
- Derivatives that involve leverage them for the specific purpose of
could magnify losses leveraging their portfolios
- -----------------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING
- When a Fund lends a security, there - A Fund may enhance income through - Each adviser maintains a list of
is a risk that the loaned the investment of the collateral approved borrowers
securities may not be returned if received from the borrower - The Funds receive collateral equal
the borrower defaults to at least 100% of the current
- The collateral will be subject to value of securities loaned
the risks of the securities in - The lending agents indemnify a fund
which it is invested against borrower default
- Each adviser's collateral
investment guidelines limit the
quality and duration of collateral
investment to minimize losses -
Upon recall, the borrower must
return the securities loaned within
the normal settlement period
- -----------------------------------------------------------------------------------------------------------------------------------
ILLIQUID HOLDINGS
- A Fund could have difficulty - These holdings may offer more - No Fund may invest more than 15% of
valuing these holdings precisely attractive yields or potential net assets in illiquid holdings
- A Fund could be unable to sell growth than comparable widely - To maintain adequate liquidity to
these holdings at the time or price traded securities meet redemptions, each Fund may
desired hold investment-grade short-term
securities (including repurchase
agreements and reverse repurchase
agreements) and, for temporary or
extraordinary purposes, may borrow
from banks up to 33 1/3% of the
value of its total assets
- -----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM TRADING
- Increased trading would raise a - A Fund could realize gains in a - The Funds may use short-term
Fund's transaction costs short period of time trading to take advantage of
- Increased short-term capital gains - A Fund could protect against losses attractive or unexpected
distributions would raise if a bond is overvalued and its opportunities or to meet demands
shareholders' income tax liability value later falls generated by shareholder activity.

(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash
payment based on changes in the value of a securities index. An option is
the right to buy or sell a set quantity of an underlying instrument at a
predetermined price. A swap is a privately negotiated agreement to exchange
one stream of payments for another. A forward foreign currency contract is
an obligation to buy or sell a given currency on a future date and at a set
price.

RISK AND REWARD ELEMENTS FOR U.S. EQUITY FUND

This table discusses the main elements that make up the U.S. Equity Fund's
overall risk and reward characteristics. It also outlines the policies toward
various investments, including those that are designed to help the Fund manage
risk.

WHEN-ISSUED AND DELAYED
DELIVERY SECURITIES
- - When the Fund buys securities before - The Fund can take advantage of - The Fund uses segregated accounts to
issue or for delayed delivery, it could attractive transaction opportunities offset leverage risk
be exposed to leverage risk if it does
not use segregated accounts

- -----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM TRADING
- - Increased trading would raise the Fund's - The Fund could realize gains in a short - The Fund generally avoids short-term
brokerage and related costs period of time trading, except to take advantage of
- - Increased short-term capital gains - The Fund could protect against losses if attractive or unexpected opportunities
distributions would raise shareholders' a stock is overvalued and its value or to meet demands generated by
income tax liability later falls shareholder activity

- -----------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES
- - Derivatives such as futures, options, - Hedges that correlate well with - The Fund uses derivatives, such as
swaps, and forward foreign currency underlying positions can reduce or futures, options, swaps and forward
contracts(1) that are used for hedging eliminate losses at low cost foreign currency contracts, for hedging
the portfolio or specific securities may - The Fund could make money and protect and for risk management (i.e., to adjust
not fully offset the underlying against losses if management's analysis duration or yield curve exposure, or to
positions and this could result in proves correct establish or adjust exposure to
losses to the Fund that would not have - Derivatives that involve leverage could particular securities, markets or
otherwise occurred generate substantial gains at low cost currencies); risk management may include
- - Derivatives used for risk management may management of the Fund's exposure
not have the intended effects and may relative to its benchmark
result in losses or missed opportunities - The Fund only establishes hedges that it
- - The counterparty to a derivatives expects will be highly correlated with
contract could default underlying positions
- - Derivatives that involve leverage could - While the Fund may use derivatives that
magnify losses incidentally involve leverage, it does
- - Certain types of derivatives involve not use them for the specific purpose of
costs to the fund which can reduce leveraging the portfolio
returns

- -----------------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING
- - When the Fund lends a security, there is - The Fund may enhance income through the - The adviser maintains a list of approved
a risk that the loaned securities may investment of the collateral received borrowers
not be returned if the borrower defaults from the borrower - The Fund receives collateral equal to at
- - The collateral will be subject to the least 100% of the current value of the
risks of the securities in which it is securities loaned
invested - The lending agents indemnify the Fund
against borrower default
- Each adviser's collateral investment
guidelines limit the quality and
duration of collateral investment to
minimize losses
- Upon recall, the borrower must return
the securities loaned within the normal
settlement period

(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash
payment based on changes in the value of a securities index. An option is
the right to buy or sell a set quantity of an underlying instrument at a
predetermined price. A swap is a privately negotiated agreement to exchange
one stream of payments for another. A forward foreign currency contract is
an obligation to buy or sell a given currency on a future date and at a set
price.

MARKET CONDITIONS
- The Fund's share price and - Stocks have generally - Under normal circumstances the
performance will fluctuate in outperformed more stable Fund plans to remain fully
response to stock market investments (such as bonds and invested, with approximately
movements cash equivalents) over the 65% in stocks and 35% in bonds
- Adverse market conditions may long term and other fixed income
from time to time cause the securities; stock investments
Fund to take temporary may include U.S. and foreign
defensive positions that are common stocks, convertible
inconsistent with its securities, preferred stocks,
principal investment trust or partnership
strategies and may hinder the interests, warrants, rights,
fund from achieving its and investment company
investment objective securities
- The Fund seeks to limit risk
through diversification
- During severe market
downturns, the Fund has the
option of investing up to 100%
of assets in investment-grade
short-term securities
- -----------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT CHOICES
- The Fund could underperform - The Fund could outperform its - JPMIM focuses its active
its benchmark due to its benchmark due to these same management on securities
securities and asset choices selection, the area where it
allocation choices believes its commitment to
research can most enhance
returns
- -----------------------------------------------------------------------------------------------------------------------------------
FOREIGN INVESTMENTS
- Currency exchange rate - Favorable exchange rate - The Fund anticipates that
movements could reduce gains movements could generate gains total foreign investments will
or create losses or reduce losses not exceed 30% of assets
- The Fund could lose money - Foreign investments, which - The Fund actively manages the
because of foreign government represent a major portion of currency exposure of its
actions, political the world's securities, offer foreign investments relative
instability, or lack of attractive potential to their benchmarks, and may
adequate and accurate information performance and opportunities hedge back into the U.S.
for diversification dollar from time to time (see
also "Derivatives"),
- -----------------------------------------------------------------------------------------------------------------------------------
ILLIQUID HOLDINGS
- The Fund could have difficulty - These holdings may offer more - The Fund may not invest more
valuing these holdings attractive yields or potential than 15% of net assets in
precisely growth than comparable widely illiquid holdings
- The Fund could be unable to traded securities - To maintain adequate liquidity
sell these holdings at the to meet redemptions, the Fund
time or price it desires may hold investment-grade
short-term securities
(including repurchase
agreements and reverse
repurchase agreements) and,
for temporary or extraordinary
purposes, may borrow from
banks up to 33 1/3% of the
value of its total assets

RISK AND REWARD ELEMENTS FOR FLEMING INTERNATIONAL OPPORTUNITIES FUND

This table identifies the main elements that make up the Fleming International
Opportunities Fund's overall risk and reward characteristics. It also outlines
the Fund's policies toward various investments, including those that are
designed to help certain funds manage risk.

FOREIGN AND OTHER MARKET CONDITIONS
- The Fund's share price and - Stocks have generally - Under normal circumstances the
performance will fluctuate in outperformed more stable Fund plans to remain fully
response to stock and bond investments (such as bonds and invested, with at least 65% in
market movements cash equivalents) over the stocks; stock investments may
- The value of most bonds will long term include convertible
fall when interest rates rise; - Foreign investments, which securities, preferred stocks,
the longer a bond's maturity represent a major portion of depository receipts (such as
and the lower its credit the world's securities, offer ADRs and EDRs), trust or
quality, the more its value attractive potential partnership interests,
typically falls performance and opportunities warrants, rights, and
- The Fund could lose money for diversification investment company securities
because of foreign government - Most bonds will rise in value - The Fund seeks to limit risk
actions, political when interest rates fall and enhance performance
instability, or lack of - Foreign bonds, which represent through active management,
adequate and/or accurate a major portion of the world's country allocation and
information fixed income securities, offer diversification
- Investment risks tend to be attractive potential - During severe market downturns,
higher in emerging markets. performance and opportunities the Funds have the option of
These markets also present for diversification investing up to 100% of assets
higher liquidity and valuation - Emerging markets can offer in investment-grade short-term
risks higher returns securities
- Adverse market conditions may
from time to time cause the
fund to take temporary
defensive positions that are
inconsistent with its
principal investment
strategies and may hinder the
fund from achieving its
investment objective
---------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT CHOICES
- The Fund could underperform - The Fund could outperform its - JPMIM focuses its active
its benchmark due to its benchmark due to these same management on securities
securities choices and other choices selection, the area where it
management decisions believes its commitment to
research can most enhance
returns
---------------------------------------------------------------------------------------------------------------------------------
FOREIGN CURRENCIES
- Currency exchange rate - Favorable exchange rate - Except as noted earlier in
movements could reduce gains movements could generate gains this prospectus, the Fund
or create losses or reduce losses manages the currency exposure
of its foreign investments
- Currency risks tend to be relative to its benchmark and
higher in emerging markets; these may hedge a portion of its
markets also present higher foreign currency exposure into
liquidity and valuation risks the U.S. dollar from time to
time (see also "Derivatives")
---------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED DELIVERY
SECURITIES
- When the Fund buys securities - The Fund can take advantage of - The Fund uses segregated
before issue or for delayed attractive transaction accounts to offset leverage
delivery, it could be exposed opportunities risk
to leverage risk if it does
not use segregated accounts

DERIVATIVES
- Derivatives such as futures, - Hedges that correlate well - The Fund uses derivatives,
options, swaps, and forward with underlying positions can such as futures, options,
foreign currency contracts(1) reduce or eliminate losses at swaps, and forward foreign
that are used for hedging the low cost currency contracts, for
portfolio or specific - The Fund could make money and hedging and for risk
securities may not fully protect against losses if the management (i.e., to establish
offset the underlying investment analysis proves or adjust exposure to
positions and this could correct particular securities, markets
result in losses to the Fund - Derivatives that involve or currencies); risk
that would not have otherwise leverage could generate management may include
occurred substantial gains at low cost management of the Fund's
- Derivatives used for risk exposure relative to its
management may not have the benchmark
intended effects and may - The Funds only establish
result in losses or missed hedges that it expects will be
opportunities highly correlated with
- The counterparty to a underlying positions
derivatives contract could - While the Fund may use
default derivatives that incidentally
- Derivatives that involve involve leverage, it does not
leverage could magnify losses use them for the specific
- Certain types of derivatives purpose of leveraging its portfolio
involve costs to a Fund which
can reduce returns

- -----------------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING
- When the Fund lends a - The Fund may enhance income - JPMIM maintains a list of
security, there is a risk that through the investment of the approved borrowers
the loaned securities may not collateral received from the - The fund receives collateral
be returned if the borrower borrower equal to at least 100% of the
defaults current value of securities
- The collateral will be subject loaned
to the risks of the securities - The lending agents indemnify
in which it is invested the Fund against borrower
default
- JPMIM 's collateral investment
guidelines limit the quality
and duration of collateral
investment to minimize losses
- Upon recall, the borrower must
return the securities loaned
within the normal settlement
period

- -----------------------------------------------------------------------------------------------------------------------------------
ILLIQUID HOLDINGS
- The Fund could have difficulty - These holdings may offer more - The Fund may not invest more
valuing these holdings attractive yields or potential than 15% of net assets in
precisely growth than comparable widely illiquid holdings
- The Fund could be unable to traded securities - To maintain adequate
sell these holdings at the liquidity, the Fund may hold
time or price it desired investment-grade short-term
securities (including
repurchase agreements and
reverse repurchase agreements)
and, for temporary or
extraordinary purposes, may
borrow from banks up to 33 1/3%
of the value of its total
assets

- -----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM TRADING
- Increased trading could raise - The Fund could realize gains - The Fund generally avoids
a fund's brokerage and related in a short period of time short-term trading, except to
costs - The Fund could protect against take advantage of attractive
- Increased short-term capital losses if a stock is or unexpected opportunities or
gains distributions could overvalued and its value later to meet demands generated by
raise shareholders' income tax falls shareholder activity.
liability

(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash
payment based on changes in the value of a securities index. An option is
the right to buy or sell a set quantity of an underlying instrument at a
predetermined price. A swap is a privately negotiated agreement to exchange
one stream of payments for another. A forward foreign currency contract is
an obligation to buy or sell a given currency on a future date and at a set
price.

- --------------------------------------------------------------------------------
WHAT THE TERMS MEAN

ASSET-BACKED SECURITIES: interests in a stream of payments from specific
assets, such as auto or credit card receivables.

BANK OBLIGATIONS: negotiable certificates of deposit, time deposits and
bankers' acceptances of domestic and foreign issuers.