UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-07874 JPMorgan Investment Trust (Exact name of registrant as specified in charter) 522 Fifth Avenue New York, NY 10036 (Address of principal executive offices) (Zip code) Stephen M. Benham 522 Fifth Avenue New York, NY 10036 (Name and Address of Agent for Service) Registrant's telephone number, including area code: (800) 480-4111 Date of fiscal year end: December 31 Date of reporting period: January 1, 2005 to December 31, 2005 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). [INSERT--JPMORGAN INVESTMENT TRUST ANNUAL REPORTS, DECEMBER 31, 2005] ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Mid Cap Growth Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 3 Schedule of Portfolio Investments .......................... 5 Statement of Assets and Liabilities ........................ 8 Statement of Operations .................................... 9 Statement of Changes in Net Assets ......................... 10 Financial Highlights ....................................... 11 Notes to Financial Statements .............................. 12 Report of Independent Registered Public Accounting Firm..... 17 Trustees ................................................... 18 Officers ................................................... 20 Schedule of Shareholder Expenses ........................... 22 Board Approval of Investment Advisory Agreements............ 23 </Table> HIGHLIGHTS - - The U.S. equity market overcame several challenges. - - FOMC raised rates at a measured pace. - - The outlook for equity markets is somewhat mixed. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Mid Cap Growth Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. STOCKS PRODUCE MODEST GAINS The U.S. equity market overcame several challenges during the reporting period, including rising interest rates, surging oil prices, a devastating hurricane season and geopolitical issues. While these factors often overshadowed solid corporate profit growth, the overall market ultimately produced positive returns during the year. As expected, the Federal Open Market Committee (FOMC) continued to raise interest rates at a measured pace in an attempt to control inflation. After five rate hikes in 2004, the FOMC raised rates eight additional times in 2005. All told, short-term rates moved to 4.25% by the end of the period. Despite these actions and the destruction inflicted by the Gulf Coast hurricanes, the U.S. economy continued to expand at a brisk pace in 2005. U.S. gross domestic product (GDP) was 3.8% in the first quarter of the year. Higher oil prices, which surpassed $70 a barrel, were cited as a reason for a fall in GDP to 3.1% in the second quarter of 2005. However, the economy demonstrated its resiliency by expanding 4.1% in the third quarter. While the estimate for fourth-quarter GDP has not yet been released by the U.S. Department of Commerce, another gain cannot be ruled out. MIXED STOCK PERFORMANCE The broad stock market, as measured by the S&P 500 Index, returned 4.91% in the period. While there were hopes for another strong rally in the fourth quarter of the year -- similar to the 12.18% and 9.23% returns in the fourth quarters of 2003 and 2004, respectively -- this did not come to pass in 2005. Concerns over further rate hikes by the FOMC and inflationary pressures tempered the market's gains at the end of the year. Elsewhere during the year, mid-capitalization stocks generated superior returns, with the Russell Midcap Index gaining 12.65%. Large-capitalization stocks outperformed their small-capitalization counterparts in the period, as the Russell 1000 Index at 6.12% outperformed the Russell 2000 Index at 4.55%, respectively. OUTLOOK The outlook for equity markets is somewhat mixed. Positives include a solid economy, relatively lower oil prices and the possibility of the FOMC ending its interest rate hike campaign. On the other hand, corporate profits are expected to decelerate in 2006. In addition, should inflation increase, the FOMC may continue to raise rates. Given these uncertainties, investors should take a long-term approach with investments and maintain a diversified portfolio. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely, /s/ George C.W. Gatch George C.W. Gatch President JPMorgan Funds JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q: HOW DID THE PORTFOLIO PERFORM? A. The JPMorgan Investment Trust Mid Cap Growth Portfolio, which seeks growth of capital and secondarily, current income by investing primarily in equity securities*, returned 11.09% in the 12 months ended December 31, 2005, compared to its benchmark, the Russell Midcap Growth Index, which returned 12.10% in the same period. Q: WHY DID THE PORTFOLIO PERFORM IN THIS WAY? A. The outlook for interest rates dominated U.S. equity market activity in 2005 as investors attempted to determine when Federal Reserve rate hikes would come to an end. Although there were bumps in the road, most particularly a slowdown in growth and rise in inflation following the hurricanes of late summer, the economy was generally supportive of equity gains in 2005. Equity markets also were supported by continued strength in corporate profits. Despite posting a solid absolute return for the year, the Portfolio underperformed its benchmark, primarily due to stock selection in the consumer discretionary and information technology and sectors. At the individual stock level, VeriSign Inc. and FLIR Systems Inc. were large detractors to performance. FLIR Systems, a manufacturer of thermal imaging and infrared camera systems, reduced its full year outlook due to disappointing results in its imaging business and its European thermography division. FLIR Systems reduced its full year outlook as it did not expect to make up the third-quarter shortfall in earnings and revenue during the fourth quarter. VeriSign, an internet and telecommunication infrastructure provider, experienced decreasing sales in its ring tone business divisions sending the stock price lower. The Portfolio was positively impacted by stock selection in the industrials and energy sectors. Individual holdings such as Omnicare Inc. and Grant Prideco, Inc. were among the top contributors for the year. Omnicare, a leading provider of pharmaceutical care for the elderly, acquired rival provider NeighborCare Inc. The transaction increases Omnicare's market share in the pharmaceutical care services industry, as well as produces cost-saving synergies that could lead to accelerated earnings growth. Grant Prideco, an international provider of energy exploration products, generated strong results throughout the year stemming from increased production and higher energy prices. Q: HOW WAS THE PORTFOLIO MANAGED? A. The Portfolio Manager's focus remains on stock selection, believing that quality companies, regardless of their economic sector, trading at attractive valuations will outperform in the long term. Our aim is designed to identify companies with predictable and durable business models that are deemed capable of achieving sustained growth. The Portfolio Manager sought to maintain significant sector diversification in the Portfolio to avoid any large allocations contingent on macroeconomic or sector trends. Q: WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. We will continue to focus on high quality companies with above-average growth rates and that are leaders in their industries. From a sector perspective, we are finding fewer opportunities in the industrial and cyclical areas and are cautious about consumer-related stocks. We have tempered our exposure to the energy sector. We continue to find interesting ideas in the technology and financial services sectors. We also are attracted to the business services sector in areas that may be less vulnerable to an economic slowdown. <Table> <Caption> PORTFOLIO COMPOSITION** Information Technology....................... 24.7% Consumer Discretionary....................... 20.8% Industrials.................................. 14.1% Health Care.................................. 13.9% Financials................................... 12.3% Energy....................................... 11.0% Telecommunication Services................... 1.0% Other (less than 1.0%)....................... 1.8% Short-Term Investments....................... 0.8% Investments of Cash Collateral for Securities Loaned..................................... 18.9% <Caption> TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO** West Corp. .................................. 2.3% Amphenol Corp., Class A...................... 2.2% Sherwin-Williams Co. ........................ 1.6% Seagate Technology (Cayman Islands).......... 1.5% Polo Ralph Lauren Corp. ..................... 1.5% J.B.Hunt Transport Services, Inc. ........... 1.5% Jabil Circuit, Inc. ......................... 1.5% Zions Bancorp................................ 1.5% Alliance Data Systems Corp. ................. 1.4% Microchip Technology, Inc. .................. 1.4% </Table> - -------------------------------------------------------------------------------- * The manager seeks to achieve the stated objective. There can be no guarantee it will be achieved. ** Percentages indicated are based upon net assets as of December 31, 2005. The Portfolio's composition is subject to change. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED TEN YEAR PORTFOLIO PERFORMANCE [GRAPH] Value of $10,000 Investment <Table> <Caption> RUSSELL MIDCAP GROWTH S&P MIDCAP 400/BARRA MID CAP GROWTH PORTFOLIO INDEX GROWTH INDEX ------------------------ --------------------- -------------------- 12/95 10000 10000 10000 12/96 11567 11754.1 11643.4 12/97 15015 14403.6 15168.5 12/98 20843 16976.4 20455.7 12/99 26142 25684.4 26333.8 12/00 27655 22667.1 28745.3 12/01 24710 18099.4 26454.8 12/02 19736 13139.1 21382.3 12/03 25094 18751 29186.4 12/04 28261 21653.5 33275.3 12/05 31395 24273.4 37742.1 </Table> <Table> <Caption> - ------------------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ------------------------------------------------------------------------------------------------------------------------------- INCEPTION DATE 1 YEAR 5 YEAR 10 YEAR - ------------------------------------------------------------------------------------------------------------------------------- Mid Cap Growth Portfolio 08/01/94 11.09% 2.57% 12.12% - ------------------------------------------------------------------------------------------------------------------------------- </Table> SOURCE: LIPPER, INC. THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Mid Cap Growth Portfolio, Russell Midcap Growth Index and the S&P Midcap 400/BARRA Growth Index. The performance of the Portfolio assumes reinvestment of all dividends. The performance of the indices does not include fees and expenses attributable to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The S&P MidCap 400/BARRA Growth Index represents the performance of highest price-to-book securities in the S&P MidCap 400 Index. The Russell Midcap Growth Index measures the performance of mid cap companies with higher price-to-book ratios and higher forecasted growth values. The benchmark index for the Portfolio was changed effective May 1, 2005 from the S&P MidCap 400/BARRA Growth Index to the Russell Midcap Growth Index in order to better represent the investment policies for comparison purposes. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may also reflect the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT ($) SECURITY DESCRIPTION VALUE ($) - ------------ ---------------------------- ------------ LONG-TERM INVESTMENTS (99.6%): COMMON STOCKS (99.6%): Aerospace & Defense (1.5%): 26,900 Precision Castparts Corp. .................... 1,393,689 27,900 Rockwell Collins, Inc. ..... 1,296,513 ------------ 2,690,202 ------------ Air Freight & Logistics (0.9%): 43,300 C.H. Robinson Worldwide, Inc. ..................... 1,603,399 ------------ Airlines (0.9%): 106,000 Southwest Airlines, Co. .... 1,741,580 ------------ Biotechnology (2.5%): 23,650 Invitrogen Corp. (a) (c).... 1,576,036 47,700 MedImmune, Inc. (a)......... 1,670,454 48,350 Protein Design Labs, Inc. (a)....................... 1,374,107 ------------ 4,620,597 ------------ Capital Markets (3.3%): 19,200 Affiliated Managers Group, Inc. (a) (c).............. 1,540,800 54,200 Ameritrade Holding Corp. (a)....................... 1,300,800 44,400 Federated Investors, Inc., Class B (c)............... 1,644,576 22,400 T. Rowe Price Group, Inc. ..................... 1,613,472 ------------ 6,099,648 ------------ Chemicals (0.9%): 86,100 Rockwood Holdings, Inc. (a)....................... 1,698,753 ------------ Commercial Banks (3.8%): 74,750 Commerce Bancorp, Inc. (c)....................... 2,572,148 43,400 East-West Bancorp, Inc. (c)....................... 1,583,666 36,650 Zions Bancorp............... 2,769,274 ------------ 6,925,088 ------------ Commercial Services & Supplies (3.2%): 29,400 HNI Corp.(c)................ 1,614,942 101,600 West Corp. (a).............. 4,282,440 ------------ 5,897,382 ------------ Communications Equipment (0.1%): 9,250 Adtran, Inc. ............... 275,095 ------------ Computers & Peripherals (4.1%): 56,150 NCR Corp. (a)............... 1,905,731 52,450 Network Appliance, Inc. (a)....................... 1,416,150 142,900 Seagate Technology (Cayman Islands) (a) (c).......... 2,856,571 321,300 Sun Microsystems, Inc. (a)....................... 1,346,247 ------------ 7,524,699 ------------ Construction & Engineering (0.8%): 20,860 Jacobs Engineering Group, Inc. (a).................. 1,415,768 ------------ Consumer Finance (0.8%): 54,200 AmeriCredit Corp. (a) (c)... 1,389,146 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT ($) SECURITY DESCRIPTION VALUE ($) - ------------ ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Diversified Financial Services (2.5%): 45,100 CIT Group, Inc. ............ 2,335,278 73,037 Lazard Ltd., (Bermuda) Class A......................... 2,329,880 ------------ 4,665,158 ------------ Electrical Equipment (0.7%): 31,350 Ametek, Inc. ............... 1,333,629 ------------ Electronic Equipment & Instruments (4.3%): 92,400 Amphenol Corp., Class A..... 4,089,624 49,800 FLIR Systems, Inc. (a) (c)....................... 1,112,034 75,650 Jabil Circuit, Inc. (a)..... 2,805,858 ------------ 8,007,516 ------------ Energy Equipment & Services (6.1%): 50,550 BJ Services Co. (c)......... 1,853,668 56,300 ENSCO International, Inc. ..................... 2,496,905 50,700 Grant Prideco, Inc. (a) (c)....................... 2,236,884 28,450 National Oilwell Varco, Inc. (a)....................... 1,783,815 23,600 Noble Corp. ................ 1,664,744 27,750 Tidewater, Inc. (c)......... 1,233,765 ------------ 11,269,781 ------------ Health Care Equipment & Supplies (1.7%): 16,500 Bausch & Lomb, Inc. ........ 1,120,350 35,750 Mentor Corp. (c)............ 1,647,360 4,850 Millipore Corp. (a) (c)..... 320,294 ------------ 3,088,004 ------------ Health Care Providers & Services (6.5%): 19,200 Aetna, Inc. ................ 1,810,752 30,261 Caremark Rx, Inc. (a)....... 1,567,217 32,132 Coventry Health Care, Inc. (a)....................... 1,830,239 50,350 DaVita, Inc. (a)............ 2,549,724 37,300 LifePoint Hospitals, Inc. (a)....................... 1,398,750 30,800 McKesson Corp. ............. 1,588,972 22,200 Medco Health Solutions, Inc. (a)....................... 1,238,760 ------------ 11,984,414 ------------ Hotels, Restaurants & Leisure (6.7%): 22,800 Four Seasons Hotels, Inc. (Canada) (c).............. 1,134,300 21,181 Harrah's Entertainment, Inc. ..................... 1,509,993 25,800 Panera Bread Co., Class A (a) (c)................... 1,694,544 51,550 Royal Caribbean Cruises Ltd. ..................... 2,322,843 72,200 Scientific Games Corp., Class A (a) (c)........... 1,969,616 44,400 Sonic Corp. (a) (c)......... 1,309,800 18,450 Station Casinos, Inc. ...... 1,250,910 21,550 Wynn Resorts Ltd. (a) (c)... 1,182,018 ------------ 12,374,024 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT ($) SECURITY DESCRIPTION VALUE ($) - ------------ ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Household Durables (1.2%): 34,100 D.R. Horton, Inc. (c)....... 1,218,393 27,250 Toll Brothers, Inc. (a)..... 943,940 ------------ 2,162,333 ------------ Household Products (0.9%): 32,850 Energizer Holdings, Inc. (a) (c)....................... 1,635,602 ------------ Insurance (1.9%): 19,200 Everest Re Group Ltd. (Bermuda)................. 1,926,720 55,300 HCC Insurance Holdings, Inc. ..................... 1,641,304 ------------ 3,568,024 ------------ Internet Software & Services (2.6%): 96,000 McAfee, Inc. (a)............ 2,604,480 52,700 ValueClick, Inc. (a) (c).... 954,397 58,050 VeriSign, Inc. (a).......... 1,272,456 ------------ 4,831,333 ------------ IT Services (1.4%): 74,650 Alliance Data Systems Corp. (a) (c)................... 2,657,540 ------------ Machinery (2.3%): 22,000 Harsco Corp. ............... 1,485,220 13,700 ITT Industries, Inc. ....... 1,408,634 31,200 Oshkosh Truck Corp. (c)..... 1,391,208 ------------ 4,285,062 ------------ Media (3.7%): 15,850 Getty Images, Inc. (a) (c)....................... 1,414,930 21,900 R.H. Donnelley Corp. (a).... 1,349,478 88,450 Regal Entertainment Group, Class A (c)............... 1,682,319 35,550 Rogers Communications, Inc. (Canada), Class B......... 1,502,343 33,650 XM Satellite Radio Holdings, Inc., Class A (a) (c)..... 917,972 ------------ 6,867,042 ------------ Oil, Gas & Consumable Fuels (4.9%): 34,900 Consol Energy, Inc. ........ 2,274,782 17,500 EOG Resources, Inc. ........ 1,283,975 28,200 Newfield Exploration Co. (a) (c)....................... 1,411,974 49,300 Range Resources Corp. ...... 1,298,562 35,750 Southwestern Energy Co. (a)....................... 1,284,855 27,250 Talisman Energy, Inc. (Canada).................. 1,440,980 ------------ 8,995,128 ------------ Pharmaceuticals (3.2%): 9,100 Allergan, Inc. (c).......... 982,436 24,300 Barr Pharmaceuticals, Inc. (a)....................... 1,513,647 44,750 Omnicare, Inc. (c).......... 2,560,595 16,180 Sepracor, Inc. (a) (c)...... 834,888 ------------ 5,891,566 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT ($) SECURITY DESCRIPTION VALUE ($) - ------------ ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Road & Rail (2.9%): 124,100 J.B. Hunt Transport Services, Inc. (c)........ 2,809,624 56,000 Norfolk Southern Corp. ..... 2,510,480 ------------ 5,320,104 ------------ Semiconductors & Semiconductor Equipment (6.9%): 31,300 Broadcom Corp., Class A (a)....................... 1,475,795 34,500 KLA-Tencor Corp. ........... 1,701,885 62,010 Lam Research Corp. (a)...... 2,212,517 37,300 Linear Technology Corp. .... 1,345,411 31,350 Marvell Technology Group Ltd. (Bermuda) (a)........ 1,758,421 81,665 Microchip Technology, Inc. ..................... 2,625,530 42,850 Nvidia Corp. (a)............ 1,566,596 ------------ 12,686,155 ------------ Software (5.3%): 58,750 Adobe Systems, Inc. ........ 2,171,400 71,050 Citrix Systems, Inc. (a).... 2,044,819 55,500 Computer Associates International, Inc. ...... 1,564,545 133,800 Compuware Corp. (a) (c)..... 1,200,186 29,900 NAVTEQ Corp. (a)............ 1,311,713 43,700 Salesforce.com, Inc. (a) (c)....................... 1,400,585 ------------ 9,693,248 ------------ Specialty Retail (7.7%): 21,500 AnnTaylor Stores Corp. (a) (c)....................... 742,180 69,700 Bed Bath & Beyond, Inc. (a)....................... 2,519,655 108,300 Circuit City Stores, Inc. ..................... 2,446,497 49,300 Men's Wearhouse, Inc. (a)... 1,451,392 88,750 Ross Stores, Inc. .......... 2,564,875 63,450 Sherwin-Williams Co. (The)..................... 2,881,899 30,500 Weight Watchers International, Inc. (a) (c)....................... 1,507,615 ------------ 14,114,113 ------------ Textiles, Apparel & Luxury Goods (1.5%): 50,250 Polo Ralph Lauren Corp. .... 2,821,035 ------------ Trading Companies & Distributors (0.9%): 44,360 Fastenal Co. (c)............ 1,738,468 ------------ Wireless Telecommunication Services (1.0%): 40,900 NII Holdings, Inc. (a)...... 1,786,512 ------------ Total Common Stocks (Cost $159,196,969) 183,657,148 ------------ SHORT-TERM INVESTMENT (0.8%): INVESTMENT COMPANY (0.8%): 1,517,113 JPMorgan Liquid Assets Money Market Fund (b) (m) (Cost $1,517,113) 1,517,113 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT ($) SECURITY DESCRIPTION VALUE ($) - ------------ ---------------------------- ------------ INVESTMENT OF CASH COLLATERAL FOR SECURITIES LOANED (18.9%): Cash Deposits (1.5%): 1,000,000 Credit Suisse First Boston, FRN, 4.27%, 10/17/06...... 1,000,000 1,799,974 Wells Fargo Bank San Francisco, 4.30%, 01/27/06.................. 1,799,974 ------------ 2,799,974 ------------ Commercial Paper (0.2%): 393,665 Sigma Finance, Inc., FRN, 4.41%, 02/27/06........... 393,665 ------------ Corporate Notes (3.5%): 1,000,000 Bank of America, FRN, 4.31%, 11/07/06.................. 1,000,000 262,439 CC USA, Inc., FRN, 4.42%, 02/17/06.................. 262,439 1,000,000 CDC Financial Products Inc., FRN, 4.35%, 01/30/06...... 1,000,000 1,400,000 Citigroup Global Markets Holding Inc., FRN, 4.32%, 01/06/06.................. 1,400,000 262,487 Citigroup Global Markets Holding, Inc., FRN, 4.59%, 12/12/06.................. 262,487 1,000,068 K2(USA) LLC, FRN, 4.35%, 02/15/06.................. 1,000,068 1,002,818 Links Finance LLC, FRN, 4.29%, 10/06/06........... 1,002,818 486,577 MBIA Global Funding LLC, FRN, 4.48%, 01/26/07...... 486,577 ------------ 6,414,389 ------------ Repurchase Agreements (13.7%): 1,285,174 Banc of America Securities LLC, 4.26%, dated 12/30/05 due 01/03/06, repurchase price $1,285,782, collateralized by U.S. Government Agency Mortgages................. 1,285,174 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT ($) SECURITY DESCRIPTION VALUE ($) - ------------ ---------------------------- ------------ INVESTMENT OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 6,000,000 Barclays Capital, 4.28%, dated 12/30/05 due 01/03/06, repurchase price $6,002,853, collateralized by U.S. Government Agency Mortgages................. 6,000,000 6,000,000 Lehman Brothers Inc., 4.26%, dated 12/30/05 due 01/03/06, repurchase price $6,002,840, collateralized by U.S. Government Agency Mortgages................. 6,000,000 6,000,000 Morgan Stanley, 4.27%, dated 12/30/05 due 01/03/06, repurchase price $6,002,847, collateralized by U.S. Government Agency Mortgages................. 6,000,000 6,000,000 UBS Securities LLC, 4.26%, dated 12/31/05 due 01/03/06, repurchase price $6,002,840, collateralized by U.S. Government Agency Mortgages................. 6,000,000 ------------ 25,285,174 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $34,893,202) 34,893,202 ------------ Total Investments (119.3%): (Cost $195,607,284) 220,067,463 OTHER LIABILITIES IN EXCESS OF ASSETS ((19.3)%): (35,593,534) ------------ NET ASSETS (100.0%): $184,473,929 ============ </Table> - ------------ Percentages indicated are based on net assets. Abbreviations: (a) Non-income producing security. (b) Investment in affiliate. Money market fund registered under the investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (m) All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. FRN Floating Rate Note. The rate shown is the rate in effect as of December 31, 2005. See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 8 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $193,265,176 Investments in affiliates, at value......................... 1,517,113 Repurchase agreements, at value............................. 25,285,174 ------------ Total investment securities, at value....................... 220,067,463 Cash........................................................ 3,519 Receivables: Investment securities sold................................ 496,499 Portfolio shares sold..................................... 130,176 Interest and dividends.................................... 53,604 ------------ Total Assets................................................ 220,751,261 ------------ LIABILITIES: Payables: Investment securities purchased........................... 132,657 Collateral for securities lending program................. 34,893,202 Portfolio shares redeemed................................. 1,097,795 Accrued liabilities: Investment advisory fees.................................. 103,753 Administration fees....................................... 23,889 Custodian fees............................................ 4,463 Other..................................................... 21,573 ------------ Total liabilities........................................... 36,277,332 ------------ NET ASSETS.................................................. $184,473,929 ============ NET ASSETS: Paid in capital............................................. $155,002,087 Accumulated undistributed (distributions in excess of) net investment income......................................... (7,097) Accumulated net realized gains (losses) from investments.... 5,018,760 Net unrealized appreciation (depreciation) from investments............................................... 24,460,179 ------------ Net Assets.................................................. $184,473,929 ============ OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES)........... 9,399,442 Net asset value, offering and redemption price per share (unlimited amount authorized, no par value)............... $ 19.63 Cost of investments......................................... $195,607,284 Market value of securities on loan.......................... $ 34,000,074 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 9 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME: Dividend income............................................. $ 843,460 Dividend income from affiliates (a)......................... 79,094 Income from securities lending (net)........................ 48,214 Foreign taxes withheld...................................... (1,122) ------------ Total investment income..................................... 969,646 ------------ EXPENSES: Investment advisory fees.................................... 1,220,851 Administration fees......................................... 276,251 Custodian fees.............................................. 22,742 Professional fees........................................... 37,917 Trustees' fees.............................................. 426 Transfer agent fees......................................... 45,202 Other....................................................... 44,127 ------------ Total expenses.............................................. 1,647,516 ------------ Less earnings credits....................................... (454) ------------ Net expenses.............................................. 1,647,062 ------------ Net investment income (loss)................................ (677,416) ------------ REALIZED/UNREALIZED GAINS (LOSSES): Net realized gain (loss) on investments..................... $ 34,053,459 Change in net unrealized appreciation (depreciation) of investments............................................... (13,975,622) ------------ Net realized/unrealized gains (losses)...................... 20,077,837 ------------ Change in net assets resulting from operations.............. $ 19,400,421 ============ (a) Includes reimbursements of investment advisory and administration fees....................................... $ 11,514 ------------ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 10 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ------------ ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ (677,416) $ (661,726) Net realized gain (loss) on investments................... 34,053,459 20,330,933 Change in net unrealized appreciation (depreciation) of investments............................................. (13,975,622) 3,093,831 ------------ ------------ Change in net assets resulting from operations.............. 19,400,421 22,763,038 ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... 13,158,822 9,315,229 Cost of shares redeemed................................... (44,927,766) (30,841,984) ------------ ------------ Change in net assets from capital transactions.............. (31,768,944) (21,526,755) ------------ ------------ NET ASSETS: Change in net assets...................................... (12,368,523) 1,236,283 Beginning of period....................................... 196,842,452 195,606,169 ------------ ------------ End of period............................................. $184,473,929 $196,842,452 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ (7,097) $ (6,783) ============ ============ SHARE TRANSACTIONS: Issued.................................................... 727,008 567,316 Redeemed.................................................. (2,464,580) (1,897,752) ------------ ------------ Change in shares............................................ (1,737,572) (1,330,436) ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 17.67 $ 15.69 $ 12.34 $ 15.45 $ 21.23 -------- -------- -------- -------- -------- INVESTMENT OPERATIONS: Net investment income (loss).......... (0.07) (0.06) (0.04) (0.05) (0.06) Net realized and unrealized gains (losses) on investments............. 2.03 2.04 3.39 (3.06) (2.53) -------- -------- -------- -------- -------- Total from investment operations.... 1.96 1.98 3.35 (3.11) (2.59) -------- -------- -------- -------- -------- DISTRIBUTIONS: Net realized gains.................... -- -- -- -- (3.19) -------- -------- -------- -------- -------- Total distributions................. -- -- -- -- (3.19) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD.......... $ 19.63 $ 17.67 $ 15.69 $ 12.34 $ 15.45 ======== ======== ======== ======== ======== TOTAL RETURN............................ 11.09% 12.62% 27.15% (20.13)% (10.65)% RATIOS/SUPPLEMENTAL DATA: Net assets end of period (000's)........ $184,474 $196,842 $195,606 $144,108 $192,708 Ratios to average net assets: Net expenses.......................... 0.88% 0.85% 0.84% 0.83% 0.82% Net investment income (loss).......... (0.36)% (0.35)% (0.27)% (0.37)% (0.37) Expenses without waivers reimbursements and earnings credits............................. 0.88% 0.86% 0.86% 0.85% 0.83% PORTFOLIO TURNOVER RATE................. 113% 74% 69% 76% 92% </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Mid Cap Growth Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Mid Cap Growth Portfolio to JPMorgan Investment Trust Mid Cap Growth Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Listed securities are valued at the last sale price on the exchange on which they are primarily traded. The value of National Market Systems equity securities quoted by the NASDAQ Stock Market shall generally be the NASDAQ Official Closing Price. Unlisted securities are valued at the last sale price provided by an independent pricing agent or principal market maker. Listed securities for which the latest sales prices are not available are valued at the mean of the latest bid and ask price as of the closing of the primary exchange where such securities are normally traded. Fixed income securities with a maturity of 61 days or more held by the Portfolio will be valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Portfolio applies fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless the Portfolio's adviser determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time the Portfolio calculates its net asset value. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. C. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or instrumentalities (collectively, U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Mid Cap Growth Portfolio on October 18, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES - --------- ----------- ------------ $16,475 $34,893,202 $34,000,074 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio for any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. D. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. E. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. F. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 14 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Code. G. FOREIGN TAXES The Portfolio may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Portfolio will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests. H. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. The following amounts were reclassified within the capital accounts: <Table> <Caption> ACCUMULATED ACCUMULATED NET UNDISTRIBUTED/ REALIZED (OVERDISTRIBUTED) GAIN (LOSS) NET INVESTMENT ON PAID-IN-CAPITAL INCOME INVESTMENTS - --------------- ----------------- ----------- $(677,102) $677,102 -- </Table> The reclassification for the Portfolio relates primarily to the tax treatment of net operating losses. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee rate of 0.65%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.18% of the first $250 million of the average daily net assets of the Trust (excluding the Equity Index Portfolio) and 0.14% of the average daily net assets of the Trust in excess of $250 million (excluding the Equity Index Portfolio). JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Portfolio's Sub-administrator. For its services as Sub- administrator, BISYS received a portion of the fees paid to the Administrator. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED C. DISTRIBUTION FEES Effective May 1, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. ("the Distributor"), a wholly-owned subsidiary of JPMorgan, began serving as the Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. D. CUSTODIAN FEES JPMCB provides portfolio custody services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed the 0.98% of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The expense limitation percentage above is in place until at least April 30, 2006. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, the Portfolio may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not incur brokerage commissions with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES SALES (EXCLUDING (EXCLUDING U.S. GOVERNMENT) U.S. GOVERNMENT) - ---------------- ---------------- $209,459,276 $235,636,105 </Table> 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at December 31, 2005, were as follows: <Table> <Caption> GROSS GROSS NET UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) - ------------ ------------ ------------ -------------- $195,984,130 $29,583,958 $(5,500,625) $24,083,333 </Table> The difference between book and tax basis unrealized appreciation/(depreciation) on investments is primarily attributed to wash sale loss deferrals. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows : <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) ------------- --------------- -------------- $-- $5,395,608 $24,083,333 </Table> The cumulative timing differences primarily consist of wash sale loss deferrals and deferred compensation. During the year ended December 31, 2005, the Portfolio utilized capital loss carryovers of $28,680,248. 6. BORROWINGS Effective February 18, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 17 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Mid Cap Growth Portfolio, formerly One Group Investment Trust Mid Cap Growth Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000- present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003- present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield- Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997- present); Trustee, (investment management) Marion and Washington County, (1990-1998). Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees oversees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD AS OF DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but not the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> EXPENSES PAID BEGINNING ENDING DURING PERIOD ANNUALIZED ACCOUNT VALUE, ACCOUNT VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO -------------- ----------------- ----------------- ---------- Actual ................................... $1,000.00 $1,076.80 $4.71 0.90% Hypothetical ............................. $1,000.00 $1,020.67 $4.58 0.90% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolio's management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF"), an affiliate of the Adviser, was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded fund managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of the Trust's assets, advised by the Adviser, and that the Portfolio would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Mid Cap Growth Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees noted that the performance of the one, three and five year periods of the Investment Trust Mid Cap Growth Portfolio was within a reasonable range of the Universe Group median. ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST MID CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that the Investment Trust Mid Cap Growth Portfolio's contractual advisory fee was within a reasonable range of the median of its Peer Group and the fee was considered reasonable recognizing that the total actual expenses were lower than the median of its Universe Group. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITMCG-1205 ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Mid Cap Value Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 3 Schedule of Portfolio Investments .......................... 5 Statement of Assets and Liabilities ........................ 9 Statement of Operations .................................... 10 Statement of Changes in Net Assets ......................... 11 Financial Highlights ....................................... 12 Notes to Financial Statements .............................. 13 Report of Independent Registered Public Accounting Firm..... 19 Trustees ................................................... 20 Officers ................................................... 22 Schedule of Shareholder Expenses ........................... 24 Board Approval of Investment Advisory Agreements............ 25 Tax Letter.................................................. 28 </Table> HIGHLIGHTS - - The U.S. equity market overcame several challenges. - - FOMC raised rates at a measured pace. - - The outlook for equity markets is somewhat mixed. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Mid Cap Value Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. STOCKS PRODUCE MODEST GAINS The U.S. equity market overcame several challenges during the reporting period, including rising interest rates, surging oil prices, a devastating hurricane season and geopolitical issues. While these factors often overshadowed solid corporate profit growth, the overall market ultimately produced positive returns during the year. As expected, the Federal Open Market Committee (FOMC) continued to raise interest rates at a measured pace in an attempt to control inflation. After five rate hikes in 2004, the FOMC raised rates eight additional times in 2005. All told, short-term rates moved to 4.25% by the end of the period. Despite these actions and the destruction inflicted by the Gulf Coast hurricanes, the U.S. economy continued to expand at a brisk pace in 2005. U.S. gross domestic product (GDP) was 3.8% in the first quarter of the year. Higher oil prices, which surpassed $70 a barrel, were cited as a reason for a fall in GDP to 3.1% in the second quarter of 2005. However, the economy demonstrated its resiliency by expanding 4.1% in the third quarter. While the estimate for fourth-quarter GDP has not yet been released by the U.S. Department of Commerce, another gain cannot be ruled out. MIXED STOCK PERFORMANCE The broad stock market, as measured by the S&P 500 Index, returned 4.91% in the period. While there were hopes for another strong rally in the fourth quarter of the year -- similar to the 12.18% and 9.23% returns in the fourth quarters of 2003 and 2004, respectively -- this did not come to pass in 2005. Concerns over further rate hikes by the FOMC and inflationary pressures tempered the market's gains at the end of the year. Elsewhere during the year, mid-capitalization stocks generated superior returns, with the Russell Midcap Index gaining 12.65%. Large-capitalization stocks outperformed their small-capitalization counterparts in the period, as the Russell 1000 Index at 6.12% outperformed the Russell 2000 Index at 4.55%, respectively. OUTLOOK The outlook for equity markets is somewhat mixed. Positives include a solid economy, relatively lower oil prices and the possibility of the FOMC ending its interest rate hike campaign. On the other hand, corporate profits are expected to decelerate in 2006. In addition, should inflation increase, the FOMC may continue to raise rates. Given these uncertainties, investors should take a long-term approach with investments and maintain a diversified portfolio. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely, /s/ George C.W. Gatch George C.W. Gatch President JPMorgan Funds JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q: HOW DID THE PORTFOLIO PERFORM? A. The JPMorgan Investment Trust Mid Cap Value Portfolio, which seeks capital appreciation with the secondary goal of achieving current income by investing primarily in equity securities*, returned 9.75% in the 12 months ended December 31, 2005, compared to its benchmark, the Russell Midcap Value Index, which returned 12.65% over the same period. Q: WHY DID THE PORTFOLIO PERFORM IN THIS WAY? A. The outlook for interest rates dominated U.S. equity market activity in 2005 as investors attempted to determine when Federal Reserve rate hikes would come to an end. Although there were bumps in the road, most particularly a slowdown in growth and rise in inflation following the hurricanes of late summer, the economy was generally supportive of equity gains in 2005. Equity markets were also supported by continued strength in corporate profits. The Portfolio underperformed the benchmark mostly due to an overweight in the consumer discretionary sector and stock selection in the materials sector. At the individual stock level, Lear Corp. and Family Dollar Stores Inc. were large detractors to performance. Lear Corp., a maker of automotive interiors, experienced unfavorable industry conditions in 2005 due to weakening North American auto production. Family Dollar Stores, a discount retail chain, experienced weaker profits than originally estimated for the year due to a shift toward lower-margin items, higher freight costs and business disruptions from the Gulf Coast hurricanes. The Portfolio was positively impacted by overall stock selection in the consumer staples sector, as well as an overweight in the industrials sector. Coventry Health Care Inc. and Omnicare Inc. were among the top individual contributors to performance. Coventry Health Care, a managed health care company, experienced accelerated earning growth in 2005 as a result of improving margins and realized synergies from their acquisition of First Health Group Corporation. Omnicare, a leading provider of pharmaceutical care for the elderly, acquired rival NeighborCare Inc., which will increase Omnicare's market share in the pharmaceutical and care services industry. Q: HOW WAS THE PORTFOLIO MANAGED? A. We employ a bottom-up approach to stock selection, constructing portfolios based on company fundamentals, quantitative screening and proprietary fundamental analysis. Our research process is designed to identify companies with predictable and durable business models that are deemed capable of achieving sustainable growth. Potential investments are subjected to rigorous financial analysis and a disciplined approach to valuation. Q: WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. The Portfolio is invested in businesses we believe can consistently generate strong free cash flow. While consumer stocks were under pressure for 2005, we are not negative on the U.S. consumer. We anticipate a higher interest-rate climate, which may increase volatility in interest-rate sensitive names. We also feel that many cyclical names in the Portfolio have reached most of their upside potential. The Portfolio favors companies where we believe that senior management can navigate their businesses through difficult environments. <Table> PORTFOLIO COMPOSITION** Financials................................... 28.1% Consumer Discretionary....................... 20.9% Utilities.................................... 10.1% Industrials.................................. 7.5% Materials.................................... 6.7% Energy....................................... 6.6% Consumer Staples............................. 5.5% Information Technology....................... 4.4% Health Care.................................. 3.3% Telecommunications Services.................. 2.7% Investments of Cash Collateral for Securities Loaned..................................... 15.0% Short-Term Investments....................... 4.2% TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO** Coventry Health Care, Inc. .................. 1.5% V.F. Corp. .................................. 1.5% Old Republic International Corp. ............ 1.4% Kinder Morgan, Inc. ......................... 1.4% TJX Cos., Inc. .............................. 1.3% Limited Brands, Inc. ........................ 1.3% Compass Bancshares, Inc. .................... 1.3% Assurant, Inc. .............................. 1.2% Golden West Financial Corp. ................. 1.2% Mercantile Bankshares Corp. ................. 1.1% </Table> - -------------------------------------------------------------------------------- * The manager seeks to achieve the stated objective. There can be no guarantee it will be achieved. ** Percentages indicated are based upon net assets as of December 31, 2005. The Portfolio's composition is subject to change. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED LIFE OF PORTFOLIO PERFORMANCE Value of $10,000 Investment [GRAPH] <Table> <Caption> S&P MIDCAP 400/BARRA MID CAP VALUE PORTFOLIO RUSSELL MIDCAP VALUE INDEX VALUE INDEX ----------------------- -------------------------- -------------------- 5/97 10000 10000 10000 12/97 11697 13212 13440.7 12/98 11309 13883.4 14068.8 12/99 11101 13868.3 14395.9 12/00 14200 16528.2 18404 12/01 14881 16912.6 19718.5 12/02 12969 15281.1 17725.4 12/03 17217 21098.2 24853.9 12/04 19868 26099.6 29557.4 12/05 21806 29400.7 32985.9 </Table> <Table> <Caption> - ------------------------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ------------------------------------------------------------------------------------------------------------------------ INCEPTION DATE 1 YEAR 5 YEAR SINCE INCEPTION - ------------------------------------------------------------------------------------------------------------------------ Mid Cap Value Portfolio 05/01/97 9.75% 8.96% 9.41% - ------------------------------------------------------------------------------------------------------------------------ </Table> SOURCE: LIPPER, INC. THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Mid Cap Value Portfolio, Russell Midcap Value Index and the S&P MidCap 400/BARRA Value Index. The performance of the Portfolio assumes reinvestment of all dividends. The performance of the indices does not include fees and expenses attributable to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The S&P MidCap 400/BARRA Value Index represents the performance of lowest price-to-book securities in the S&P MidCap 400 Index. The Russell Midcap Value Index measures the performance of mid cap companies with lower price-to-book ratios and lower forecasted growth values. The benchmark index for the Portfolio was changed effective May 1, 2005 from the S&P MidCap 400/BARRA Value Index to the Russell Midcap Value Index in order to better represent the investment policies for comparison purposes. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may also reflect the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS (95.8%): COMMON STOCKS (95.8%): Aerospace & Defense (1.2%): 20,300 Alliant Techsystems, Inc. (a) (c)................... 1,546,251 13,400 L-3 Communications Holdings, Inc. ..................... 996,290 ------------ 2,542,541 ------------ Auto Components (0.7%): 11,700 BorgWarner, Inc. (c)........ 709,371 25,200 Lear Corp. (c).............. 717,192 ------------ 1,426,563 ------------ Beverages (1.8%): 24,200 Brown-Forman Corp., Class B......................... 1,677,544 84,900 Constellation Brands, Inc., Class A (a)............... 2,226,927 ------------ 3,904,471 ------------ Building Products (0.6%): 34,400 American Standard Cos., Inc. ..................... 1,374,280 ------------ Capital Markets (2.4%): 6,900 Bear Stearns Cos., Inc. (The)..................... 797,157 73,100 E*Trade Financial Corp. (a)....................... 1,524,866 11,300 Legg Mason, Inc. ........... 1,352,497 30,100 Northern Trust Corp. ....... 1,559,782 ------------ 5,234,302 ------------ Chemicals (3.9%): 36,000 Albemarle Corp. (c)......... 1,380,600 26,400 Ashland, Inc. .............. 1,528,560 18,200 Engelhard Corp. (c)......... 548,730 32,200 Lubrizol Corp. ............. 1,398,446 18,100 PPG Industries, Inc. ....... 1,047,990 45,540 RPM International, Inc. (c)....................... 791,030 26,500 Sigma-Aldrich Corp. (c)..... 1,677,185 ------------ 8,372,541 ------------ Commercial Banks (6.5%): 55,600 Compass Bancshares, Inc. (c)....................... 2,684,924 25,800 Cullen/Frost Bankers, Inc. ..................... 1,384,944 14,100 M&T Bank Corp. ............. 1,537,605 41,800 Mercantile Bankshares Corp. (c)....................... 2,359,192 66,450 North Fork Bancorp, Inc. ... 1,818,072 48,400 TCF Financial Corp. ........ 1,313,576 26,156 TD Banknorth, Inc. (c)...... 759,832 27,900 Zions Bancorp............... 2,108,124 ------------ 13,966,269 ------------ Commercial Services & Supplies (1.0%): 23,700 Pitney Bowes, Inc. ......... 1,001,325 28,100 Republic Services, Inc. .... 1,055,155 ------------ 2,056,480 ------------ Computers & Peripherals (0.9%): 59,600 NCR Corp. (a)............... 2,022,824 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Construction Materials (1.1%): 16,250 Florida Rock Industries, Inc. (c).................. 797,225 24,500 Vulcan Materials Co. ....... 1,659,875 ------------ 2,457,100 ------------ Containers & Packaging (1.3%): 45,200 Ball Corp. (c).............. 1,795,344 42,300 Pactiv Corp. (a)............ 930,600 ------------ 2,725,944 ------------ Diversified Financial Services (0.8%): 35,700 Principal Financial Group (c)....................... 1,693,251 ------------ Diversified Telecommunication Services (2.1%): 36,300 Alltel Corp. ............... 2,290,530 64,900 CenturyTel, Inc. ........... 2,152,084 ------------ 4,442,614 ------------ Electric Utilities (5.2%): 17,000 Allete, Inc. (c)............ 748,000 49,100 American Electric Power Co., Inc. ..................... 1,821,119 26,100 Black Hills Corp. (c)....... 903,321 70,300 DPL, Inc. .................. 1,828,503 47,200 PG&E Corp. ................. 1,752,064 79,700 PPL Corp. .................. 2,343,180 81,000 Westar Energy, Inc. ........ 1,741,500 ------------ 11,137,687 ------------ Electrical Equipment (1.4%): 36,700 Ametek, Inc. ............... 1,561,218 20,200 Cooper Industries Ltd. (Bermuda), Class A........ 1,474,600 ------------ 3,035,818 ------------ Electronic Equipment & Instruments (0.9%): 60,600 Arrow Electronics, Inc. (a)....................... 1,941,018 ------------ Energy Equipment & Services (1.1%): 31,100 Cal Dive International, Inc. (a) (c)................... 1,116,179 22,700 Unit Corp. (a).............. 1,249,181 ------------ 2,365,360 ------------ Food Products (2.4%): 54,200 Dean Foods Co. (a) (c)...... 2,041,172 78,100 Del Monte Foods Co. (a)..... 814,583 22,000 Hershey Foods Corp. ........ 1,215,500 34,600 Hormel Foods Corp. ......... 1,130,728 ------------ 5,201,983 ------------ Gas Utilities (1.5%): 66,600 AGL Resources, Inc. ........ 2,318,346 47,500 UGI Corp. .................. 978,500 ------------ 3,296,846 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Health Care Providers & Services (2.6%): 56,700 Coventry Health Care, Inc. (a)....................... 3,229,632 32,000 Manor Care, Inc. (c)........ 1,272,640 20,600 Quest Diagnostics, Inc. .... 1,060,488 ------------ 5,562,760 ------------ Hotels, Restaurants & Leisure (3.9%): 59,800 Applebees International, Inc. ..................... 1,350,882 96,200 Hilton Hotels Corp. ........ 2,319,382 38,200 International Game Technology................ 1,175,796 17,400 Las Vegas Sands Corp. (a) (c)....................... 686,778 44,500 Outback Steakhouse, Inc. (c)....................... 1,851,645 15,600 Station Casinos, Inc. ...... 1,057,680 ------------ 8,442,163 ------------ Household Durables (2.2%): 16,100 Centex Corp. (c)............ 1,150,989 22,400 Fortune Brands, Inc. ....... 1,747,648 20,800 Lennar Corp., Class A....... 1,269,216 7,200 Mohawk Industries, Inc. (a)....................... 626,256 ------------ 4,794,109 ------------ Household Products (0.6%): 23,400 Clorox Co. ................. 1,331,226 ------------ Industrial Conglomerates (1.1%): 24,400 Carlisle Cos., Inc. ........ 1,687,260 15,100 Walter Industries, Inc. (c)....................... 750,772 ------------ 2,438,032 ------------ Insurance (6.8%): 58,900 Assurant, Inc. ............. 2,561,561 36,880 Cincinnati Financial Corp. .................... 1,647,798 13,000 Everest Re Group Ltd. (Bermuda)................. 1,304,550 46,002 Fidelity National Financial, Inc. ..................... 1,692,414 34,100 Genworth Financial, Inc., Class A................... 1,179,178 30,200 IPC Holdings Ltd. (Bermuda) (c)....................... 826,876 114,650 Old Republic International Corp. (c)................. 3,010,709 32,900 Protective Life Corp. ...... 1,440,033 24,000 Willis Group Holdings Ltd. (Bermuda) (c)............. 886,560 ------------ 14,549,679 ------------ IT Services (0.6%): 21,400 Affiliated Computer Services, Inc., Class A (a) (c)................... 1,266,452 ------------ Machinery (1.7%): 36,800 Crane Co. .................. 1,297,936 26,000 Dover Corp. ................ 1,052,740 19,900 Harsco Corp. ............... 1,343,449 ------------ 3,694,125 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Media (4.0%): 75,900 Belo Corp., Class A......... 1,625,019 27,200 Clear Channel Outdoor Holdings, Inc. (a) ....... 545,360 52,800 Dex Media, Inc. ............ 1,430,352 16,000 E.W. Scripps Co., Class A... 768,320 50,600 Interactive Data Corp. (a)....................... 1,149,126 16,800 Knight Ridder, Inc. (c)..... 1,063,440 106,300 Regal Entertainment Group, Class A (c)............... 2,021,826 ------------ 8,603,443 ------------ Multi-Utilities (3.4%): 30,900 Energen Corp. .............. 1,122,288 63,200 Energy East Corp. .......... 1,440,960 40,420 MDU Resources Group, Inc. (c)....................... 1,323,351 36,300 Oneok, Inc. ................ 966,669 8,200 Questar Corp. .............. 620,740 43,900 SCANA Corp. ................ 1,728,782 ------------ 7,202,790 ------------ Multiline Retail (1.7%): 71,000 Family Dollar Stores, Inc. (c)....................... 1,760,090 15,869 Federated Department Stores, Inc. ..................... 1,052,590 38,800 Tuesday Morning Corp. (c)... 811,696 ------------ 3,624,376 ------------ Office Electronics (0.9%): 126,800 Xerox Corp. (a)............. 1,857,620 ------------ Oil, Gas & Consumable Fuels (5.5%): 19,200 Burlington Resources, Inc. ..................... 1,655,040 24,900 Consol Energy, Inc. (c)..... 1,622,982 26,724 Devon Energy Corp. ......... 1,671,319 32,500 Kinder Morgan, Inc. ........ 2,988,375 17,571 Marathon Oil Corp. ......... 1,071,304 33,400 Newfield Exploration Co. (a) (c)....................... 1,672,338 22,700 Pioneer Natural Resources Co. (c)................... 1,163,829 ------------ 11,845,187 ------------ Paper & Forest Products (0.4%): 26,700 MeadWestvaco Corp. ......... 748,401 ------------ Personal Products (0.7%): 41,900 Estee Lauder Cos., Inc. (The), Class A............ 1,402,812 ------------ Pharmaceuticals (0.8%): 28,800 Omnicare, Inc. (c).......... 1,647,936 ------------ Real Estate (7.3%): 36,800 AMB Property Corp. REIT..... 1,809,456 64,500 American Financial Realty Trust REIT................ 774,000 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Real Estate, continued: 13,500 AvalonBay Communities, Inc. REIT...................... 1,204,875 15,100 Boston Properties, Inc. REIT...................... 1,119,363 38,000 Brookfield Properties Co. (Canada).................. 1,117,960 69,500 Cousins Properties, Inc. REIT...................... 1,966,850 27,100 iStar Financial, Inc. REIT...................... 966,115 35,000 Kimco Realty Corp. REIT..... 1,122,800 44,820 Liberty Property Trust REIT (c)....................... 1,920,537 16,500 PS Business Parks, Inc., Class A REIT.............. 811,800 40,100 Rayonier, Inc. REIT......... 1,597,985 49,800 United Dominion Realty Trust, Inc. REIT.......... 1,167,312 ------------ 15,579,053 ------------ Software (1.1%): 52,800 Computer Associates International, Inc. ...... 1,488,432 50,800 Take-Two Interactive Software, Inc. (a) (c).... 899,160 ------------ 2,387,592 ------------ Specialty Retail (6.2%): 53,200 American Eagle Outfitters, Inc. (c).................. 1,222,536 80,500 Autonation, Inc. (a)........ 1,749,265 25,100 AutoZone, Inc. (a).......... 2,302,925 121,300 Limited Brands, Inc. ....... 2,711,055 26,200 Sherwin-Williams Co. (The)..................... 1,190,004 34,000 Tiffany & Co. .............. 1,301,860 121,600 TJX Cos., Inc. (c).......... 2,824,768 ------------ 13,302,413 ------------ Textiles, Apparel & Luxury Goods (2.1%): 29,700 Columbia Sportswear Co. (a) (c)....................... 1,417,581 57,400 V.F. Corp. ................. 3,176,516 ------------ 4,594,097 ------------ Thrifts & Mortgage Finance (4.3%): 38,800 Golden West Financial Corp. .................... 2,560,800 111,600 Hudson City Bancorp, Inc. ..................... 1,352,592 32,500 Independence Community Bank Corp. .................... 1,291,225 25,500 MGIC Investment Corp. ...... 1,678,410 19,600 Radian Group, Inc. (c)...... 1,148,364 55,700 Sovereign Bancorp, Inc. .... 1,204,234 ------------ 9,235,625 ------------ Trading Companies & Distributors (0.4%): 24,200 Hughes Supply, Inc. ........ 867,570 ------------ Wireless Telecommunication Services (0.7%): 39,300 Telephone & Data Systems, Inc. ..................... 1,387,011 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Wireless Telecommunication Services, continued: Total Common Stocks (Cost $187,794,762) 205,562,364 ------------ SHORT-TERM INVESTMENT (4.2%): INVESTMENT COMPANY (4.2%): 8,956,966 JPMorgan Liquid Assets Money Market Fund (b) (m) (Cost $8,956,966)......... 8,956,966 ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED (15.0%): Certificates of Deposit (1.1%): 1,000,000 Credit Suisse First Boston, NY, FRN, 4.27%, 10/17/06.................. 1,000,000 1,249,982 Wells Fargo Bank San Francisco, FRN, 4.30%, 01/27/06.................. 1,249,982 ------------ 2,249,982 ------------ Corporate Notes (2.3%): 1,000,000 Bank of America, FRN, 4.31%, 11/07/06.................. 1,000,000 476,443 CC USA, Inc., FRN, 4.42%, 02/17/06.................. 476,443 1,000,000 CDC Financial Products, Inc., FRN, 4.35%, 01/30/06.................. 1,000,000 99,045 Citigroup Global Markets Holding, Inc., FRN, 4.59%, 12/12/06.................. 99,045 1,000,000 Citigroup Global Markets, Inc., FRN, 4.32%, 01/06/06.................. 1,000,000 1,002,818 Links Finance LLC, FRN, 4.29%, 10/06/06........... 1,002,818 148,568 MBIA Global Funding LLC, FRN, 4.48%, 01/26/07...... 148,568 241,373 Sigma Finance, Inc., FRN, 4.41%, 02/27/06........... 241,373 ------------ 4,968,247 ------------ Repurchase Agreements (11.6%): 5,363,296 Bank of America Securities LLC, 4.26%, dated 12/30/05 due 01/03/06, repurchase price $5,365,834, collateralized by U.S. Government Agency Mortgages................. 5,363,296 6,500,000 Lehman Brothers Inc. 4.26%, dated 12/30/05, due 01/03/06, repurchase price $6,503,077, collateralized by U.S. Government Agency Mortgages................. 6,500,000 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 8 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 6,500,000 Morgan Stanley, 4.27%, dated 12/30/05, due 01/03/06, repurchase price $6,503,084, collateralized by U.S. Government Agency Mortgages................. 6,500,000 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 6,500,000 UBS Securities LLC,4.26%, dated 12/30/05, due 01/03/06, repurchase price $6,503,077, collateralized by U.S. Government Agency Mortgages................. 6,500,000 ------------ 24,863,296 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $32,081,525) 32,081,525 ------------ TOTAL INVESTMENTS (115.0%): (Cost $228,833,253) 246,600,855 LIABILITIES IN EXCESS OF OTHER ASSETS ((15.0)%): (32,083,616) ------------ NET ASSETS (100.0%): $214,517,239 ============ </Table> - ------------ Percentages indicated are based on net assets. Abbreviations: <Table> (a) Non-income producing security. (b) Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (m) All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. FRN Floating Rate Note. REIT Real Estate Investment Trust. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 See notes to financial statements. 9 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $212,780,593 Investments in affiliates, at value......................... 8,956,966 Repurchase agreements, at value............................. 24,863,296 ------------ Total investment securities, at value....................... 246,600,855 Cash........................................................ 6,516 Receivables: Portfolio shares sold..................................... 165,593 Interest and dividends.................................... 455,336 ------------ Total Assets................................................ 247,228,300 ------------ LIABILITIES: Payables: Investment securities purchased........................... 205,455 Collateral for securities lending program................. 32,081,525 Portfolio shares redeemed................................. 254,666 Accrued liabilities: Investment advisory fees.................................. 132,168 Administration fees....................................... 26,843 Custodian fees............................................ 2,837 Other..................................................... 7,567 ------------ Total liabilities........................................... 32,711,061 ------------ NET ASSETS.................................................. $214,517,239 ============ NET ASSETS: Paid in capital............................................. $171,709,088 Accumulated undistributed (distributions in excess of) net investment income......................................... 1,827,913 Accumulated net realized gains (losses) from investments.... 23,212,636 Net unrealized appreciation (depreciation) from investments............................................... 17,767,602 ------------ Net Assets.................................................. $214,517,239 ============ OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES)........... 13,488,148 Net asset value, offering and redemption price per share (unlimited shares authorized, no par value)............... $ 15.90 Cost of investments......................................... $228,833,253 Market value of securities on loan.......................... $ 31,324,368 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 10 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME: Dividend income............................................. $ 3,182,067 Dividend income from affiliates(a).......................... 263,413 Income from securities lending (net)........................ 26,729 Foreign taxes withheld...................................... (2,523) ----------- Total investment income..................................... 3,469,686 ----------- EXPENSES: Investment advisory fees.................................... 1,293,029 Administration fees......................................... 256,924 Custodian fees.............................................. 23,313 Professional fees........................................... 25,642 Trustees' fees.............................................. 910 Transfer agent fees......................................... 6,265 Other....................................................... 31,306 ----------- Total expenses.............................................. 1,637,389 ----------- Less amounts waived......................................... (1,902) Less earnings credits....................................... (419) ----------- Net expenses............................................ 1,635,068 ----------- Net investment income (loss)................................ 1,834,618 ----------- REALIZED/UNREALIZED GAINS (LOSSES): Net realized gain (loss) on investments..................... 23,526,137 Change in net unrealized appreciation (depreciation) of investments............................................... (7,944,269) ----------- Net realized/unrealized gains (losses)...................... 15,581,868 ----------- Change in net assets resulting from operations.............. $17,416,486 ----------- (a) Includes reimbursements of investment advisory and administration fees....................................... $ 34,443 ----------- </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ------------ ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ 1,834,618 $ 955,279 Net realized gain (loss) on investments................... 23,526,137 13,972,196 Change in net unrealized appreciation (depreciation) of investments............................................. (7,944,269) 2,698,001 ------------ ------------ Change in net assets resulting from operations.............. 17,416,486 17,625,476 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: From net investment income................................ (960,163) (595,535) From net realized gains................................... (11,103,619) -- ------------ ------------ Total distributions to shareholders......................... (12,063,782) (595,535) ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... 90,608,851 31,689,833 Dividends reinvested...................................... 12,063,782 595,535 Cost of shares redeemed................................... (31,679,459) (23,515,982) ------------ ------------ Change in net assets from capital transactions.............. 70,993,174 8,769,386 ------------ ------------ NET ASSETS: Change in net assets...................................... 76,345,878 25,799,327 Beginning of period....................................... 138,171,361 112,372,034 ------------ ------------ End of period............................................. $214,517,239 $138,171,361 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ 1,827,913 $ 953,458 ============ ============ SHARE TRANSACTIONS: Issued.................................................... 5,987,243 2,181,587 Reinvested................................................ 825,720 41,675 Redeemed.................................................. (2,057,526) (1,643,909) ------------ ------------ Change in shares............................................ 4,755,437 579,353 ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 15.82 $ 13.78 $ 10.45 $ 12.68 $ 13.16 -------- -------- -------- ------- ------- INVESTMENT OPERATIONS: Net investment income (loss).......... 0.14 0.11 0.07 0.07 0.08 Net realized and unrealized gains (losses) on investments............. 1.29 2.00 3.33 (1.55) 0.45 -------- -------- -------- ------- ------- Total from investment operations.... 1.43 2.11 3.40 (1.48) 0.53 -------- -------- -------- ------- ------- DISTRIBUTIONS: Net investment income................. (0.11) (0.07) (0.07) -- (0.08) Net realized gains.................... (1.24) -- -- (0.75) (0.93) -------- -------- -------- ------- ------- Total distributions................. (1.35) (0.07) (0.07) (0.75) (1.01) -------- -------- -------- ------- ------- NET ASSET VALUE, END OF PERIOD.......... $ 15.90 $ 15.82 $ 13.78 $ 10.45 $ 12.68 ======== ======== ======== ======= ======= TOTAL RETURN............................ 9.75% 15.40% 32.75% (12.85)% 4.80% RATIOS/SUPPLEMENTAL DATA: Net Assets End of Period (000's)........ $214,517 $138,171 $112,372 $76,913 $82,331 RATIOS TO AVERAGE NET ASSETS: Net expenses.......................... 0.94% 0.92% 0.93% 0.95% 0.95% Net investment income (loss).......... 1.05% 0.81% 0.65% 0.61% 0.67% Expenses without waivers, reimbursements and earnings credits............................. 0.94% 0.93% 0.97% 0.98% 0.97% PORTFOLIO TURNOVER RATE................. 55% 75% 54% 106% 103% </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Mid Cap Value Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Mid Cap Value Portfolio to JPMorgan Investment Trust Mid Cap Value Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Listed securities are valued at the last sale price on the exchange on which they are primarily traded. The value of National Market Systems equity securities quoted by the NASDAQ Stock Market shall generally be the NASDAQ Official Closing Price. Unlisted securities are valued at the last sale price provided by an independent pricing agent or principal market maker. Listed securities for which the latest sales prices are not available are valued at the mean of the latest bid and ask price as of the closing of the primary exchange where such securities are normally traded. Fixed income securities with a maturity of 61 days or more held by the funds will be valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Portfolios apply fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless the Portfolio's adviser determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time the Portfolio calculates its net asset value. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. C. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3 of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or instrumentalities (collectively, U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 14 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Mid Cap Value Portfolio on October 18, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES - --------- ----------- ------------ $12,089 $32,081,525 $31,324,368 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio for any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. D. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. The Portfolio records distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Portfolio adjusts the estimated amounts of components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions. E. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED F. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Code. G. FOREIGN TAXES The Portfolio may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Portfolio will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest. H. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. As of December 31, 2005, there were no reclassifications needed within the capital accounts. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee of 0.74%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"), provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.18% of the first $250 million of the average daily net assets of the Trust (excluding the Equity Index Portfolio) and 0.14% of the average daily net assets of the Trust in excess of $250 million (excluding the Equity Index Portfolio). JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Portfolio's Sub-administrator. For its services as Sub- administrator, BISYS received a portion of the fees paid to the Administrator. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED C. DISTRIBUTION FEES Effective May 1, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the "Distributor"), a wholly-owned subsidiary of JPMorgan, began serving as the Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. D. CUSTODIAN FEES JPMCB provides Portfolio custody services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed 0.95% of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The expense limitation percentage above is in place until at least April 30, 2006. For the year ended December 31, 2005, the Portfolio's Advisor waived investment advisory fees for the Portfolio in the amount of $1,902. The Advisor does not expect the Portfolio to repay any such waived fees in future years. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, the Portfolio may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not incur any brokerage commissions with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES SALES (EXCLUDING (EXCLUDING U.S. GOVERNMENT) U.S. GOVERNMENT) - ---------------- ---------------- $152,638,364 $ 92,083,454 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 17 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at December 31, 2005, were as follows: <Table> <Caption> GROSS GROSS NET UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) - ------------ ------------ ------------ -------------- $228,974,665 $22,405,175 $(4,778,985) $17,626,190 </Table> The difference between book and tax basis unrealized appreciation/(depreciation) on investments is primarily attributed to wash sale loss deferrals. The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows: <Table> <Caption> NET TOTAL ORDINARY LONG-TERM DISTRIBUTIONS INCOME CAPITAL GAINS PAID -------- ------------- ------------- $960,163 $11,103,619 $12,063,782 </Table> The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows: <Table> <Caption> TOTAL ORDINARY DISTRIBUTIONS INCOME PAID -------- ------------- $595,535 $595,535 </Table> As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows: <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) ------------- --------------- -------------- $7,108,112 $18,076,503 $17,626,190 </Table> The cumulative timing differences primarily consist of wash sale loss deferrals and deferred compensation. 6. BORROWINGS Effective February 18, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED 8. SUBSEQUENT EVENT Effective May 8, 2006, the Portfolio will no longer accept any new purchases. This means that the Portfolio will discontinue accepting purchase orders from the separate accounts of the insurance companies that currently offer the Portfolio within their Policies or from any Eligible Plans or accounts. The only exception to the closure of the Portfolio is that dividends and capital gains distributions which are automatically reinvested in Portfolio shares will continue to be reinvested. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Mid Cap Value Portfolio, formerly One Group Investment Trust Mid Cap Value Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000- present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003- present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield- Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997- present); Trustee, (investment management) Marion and Washington County, (1990-1998). Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees oversees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD AS OF DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but not the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> EXPENSES PAID BEGINNING ENDING DURING PERIOD ANNUALIZED ACCOUNT VALUE, ACCOUNT VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO ---------------- ----------------- -------------------- ---------- Actual...................................... $1,000.00 $1,041.30 $4.84 0.94% Hypothetical................................ $1,000.00 $1,020.47 $4.79 0.94% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolio's management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF"), an affiliate of the Adviser, was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded fund managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of the Trust's assets, advised by the Adviser, and that the Portfolio would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Mid Cap Value Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. The Trustees considered the evaluation as noted in the Investment Performance section of this report. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees noted that the one, three and five year performance of the Investment Trust Mid Cap Value Portfolio lagged that of its Universe Group. The Trustees and the Chief Compliance Officer noted the Adviser's process to periodically review the Portfolio and address the Portfolio's performance results. The Trustees directed the Adviser to report to them at each quarterly board meeting about the results of such reviews and steps taken to improve performance and actual performance results. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that although the Investment Trust Mid Cap Value Portfolio's contractual and net advisory fee rates were higher than the median of its Peer Group and Universe Group, respectively, the fee was considered reasonable recognizing that the total actual expenses were lower than the median of its Universe Group. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 JPMORGAN INVESTMENT TRUST MID CAP VALUE PORTFOLIO - -------------------------------------------------------------------------------- TAX LETTER (UNAUDITED) Certain tax information for the Portfolio is required to be provided to shareholders based upon the Portfolio's income and distributions for the taxable year ended December 31, 2005. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover. DIVIDENDS RECEIVED DEDUCTIONS (DRD) 99.73% of ordinary income distributions qualified for the 70% dividend received deduction for corporate shareholders for the Portfolio's fiscal year ended December 31, 2005. LONG-TERM CAPITAL GAIN DESIGNATION The Portfolio hereby designates $11,103,619 as long-term capital gain distributions for the purpose of the dividends paid deduction on its tax return for the fiscal year ended December 31, 2005. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITMCV-1205 ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Diversified Mid Cap Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 3 Schedule of Portfolio Investments .......................... 5 Statement of Assets and Liabilities ........................ 9 Statement of Operations .................................... 10 Statement of Changes in Net Assets ......................... 11 Financial Highlights ....................................... 12 Notes to Financial Statements .............................. 13 Report of Independent Registered Public Accounting Firm..... 18 Trustees ................................................... 19 Officers ................................................... 21 Schedule of Shareholder Expenses ........................... 23 Board Approval of Investment Advisory Agreements............ 24 Tax Letter.................................................. 27 </Table> HIGHLIGHTS - - The U.S. equity market overcame several challenges. - - FOMC raised rates at a measured pace. - - The outlook for equity markets is somewhat mixed. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Diversified Mid Cap Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. STOCKS PRODUCE MODEST GAINS The U.S. equity market overcame several challenges during the reporting period, including rising interest rates, surging oil prices, a devastating hurricane season and geopolitical issues. While these factors often overshadowed solid corporate profit growth, the overall market ultimately produced positive returns during the year. As expected, the Federal Open Market Committee (FOMC) continued to raise interest rates at a measured pace in an attempt to control inflation. After five rate hikes in 2004, the FOMC raised rates eight additional times in 2005. All told, short-term rates moved to 4.25% by the end of the period. Despite these actions and the destruction inflicted by the Gulf Coast hurricanes, the U.S. economy continued to expand at a brisk pace in 2005. U.S. gross domestic product (GDP) was 3.8% in the first quarter of the year. Higher oil prices, which surpassed $70 a barrel, were cited as a reason for a fall in GDP to 3.1% in the second quarter of 2005. However, the economy demonstrated its resiliency by expanding 4.1% in the third quarter. While the estimate for fourth-quarter GDP has not yet been released by the U.S. Department of Commerce, another gain cannot be ruled out. MIXED STOCK PERFORMANCE The broad stock market, as measured by the S&P 500 Index, returned 4.91% in the period. While there were hopes for another strong rally in the fourth quarter of the year -- similar to the 12.18% and 9.23% returns in the fourth quarters of 2003 and 2004, respectively -- this did not come to pass in 2005. Concerns over further rate hikes by the FOMC and inflationary pressures tempered the market's gains at the end of the year. Elsewhere during the year, mid-capitalization stocks generated superior returns, with the Russell Midcap Index gaining 12.65%. Large-capitalization stocks outperformed their small-capitalization counterparts in the period, as the Russell 1000 Index at 6.12% outperformed the Russell 2000 Index at 4.55%, respectively. OUTLOOK The outlook for equity markets is somewhat mixed. Positives include a solid economy, relatively lower oil prices and the possibility of the FOMC ending its interest rate hike campaign. On the other hand, corporate profits are expected to decelerate in 2006. In addition, should inflation increase, the FOMC may continue to raise rates. Given these uncertainties, investors should take a long-term approach with investments and maintain a diversified portfolio. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely, /s/ George C.W. Gatch George C.W. Gatch President JPMorgan Funds JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q: HOW DID THE PORTFOLIO PERFORM? A. The JPMorgan Investment Trust Diversified Mid Cap Portfolio returned 17.10% for the 12 months ended December 31, 2005, outperforming its benchmark, the Russell Midcap Index, which returned 12.65%. The momentum factors employed by the Adviser's behavioral finance investment process coupled with strong stock selection and sector weightings drove the year's relative performance. However, our value factors utilized in the process had a mildly negative impact on the Portfolio's return. Q: WHY DID THE PORTFOLIO PERFORM IN THIS WAY? A. On a sector basis, energy and consumer discretionary sectors were the largest relative contributors in the year. An overweight position combined with stock selection in the energy sector, which was the best-performing sector in the index, contributed to the Portfolio's return. The consumer discretionary sector positively impacted results due to strong stock selection and our underweight position in the media industry. The media industry underperformed the broad market as traditional advertising revenues have come under pressure due to the shift toward on-line marketing. Despite the Portfolio's relative performance, the utilities and materials sectors hindered results. Utilities were negatively impacted by poor stock selection. Within materials, our overweight position detracted from results. Q: HOW WAS THE PORTFOLIO MANAGED? A. Consistent with any diversified portfolio, the stocks held in the Portfolio are exposed to the potential upside and downside risks of market news and security-specific information. Grounded firmly in their conviction in the behavioral finance investment process, the Portfolio's management team refrains from engaging in the practice of making qualitative assessments or purchase/sell decisions based on such news and information, as this is a critical step toward eliminating their own overconfidence and biases in the portfolio management process. Q: WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. Economic indicators continued to point to solid growth in late 2005, as the Federal Reserve tried to engineer a "soft landing" while reining in inflation. We still expect U.S. growth to decelerate in early 2006 as further Fed tightening and a slowing housing market eventually impact consumer spending. But, we are not forecasting a recession. The yield curve may invert and companies may become slightly more cautious in their spending, but the U.S. economy has repeatedly shown its adaptability and is likely to weather the bumps along the way to a non-inflationary expansion. <Table> <Caption> PORTFOLIO COMPOSITION* Financials................................... 21.1% Consumer Discretionary....................... 16.7% Information Technology....................... 14.1% Industrials.................................. 10.5% Health Care.................................. 10.4% Energy....................................... 7.3% Utilities.................................... 7.2% Consumer Staples............................. 5.0% Materials.................................... 4.7% Telecommunication Services................... 1.9% Investments of Cash Collateral for Securities Loaned..................................... 17.2% Short-Term Investments....................... 0.2% <Caption> TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO* Federated Department Stores, Inc............. 1.1% Phelps Dodge Corp............................ 1.0% Sunoco, Inc.................................. 1.0% Norfolk Southern Corp........................ 1.0% Principal Financial Group.................... 1.0% Nucor Corp................................... 1.0% Kerr-McGee Corp.............................. 1.0% E*Trade Financial Corp....................... 0.9% Kroger Co. (The)............................. 0.9% Humana, Inc.................................. 0.9% </Table> - -------------------------------------------------------------------------------- * Percentages indicated are based upon net assets as of December 31, 2005 The Portfolio's composition is subject to change JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED TEN YEAR PORTFOLIO PERFORMANCE [GRAPH] Value of $10,000 Investment <Table> <Caption> DIVERSIFIED MID CAP PORTFOLIO RUSSELL MIDCAP INDEX S&P MIDCAP 400 INDEX ------------------- -------------------- -------------------- 12/95 10000 10000 10000 12/96 12453 11969.2 11890.4 12/97 15771 15441.1 15725.5 12/98 16544 17000.2 18731.5 12/99 18281 20099.7 21489.4 12/00 21836 21757.6 25251.2 12/01 20957 20534.4 25098.2 12/02 17225 17211 21455.9 12/03 22468 24105.6 29098 12/04 25708 28979.2 33894.6 12/05 30103 32645.5 38150 </Table> <Table> <Caption> - ---------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ---------------------------------------------------------------------------------------------------------------------- INCEPTION DATE 1 YEAR 5 YEAR 10 YEAR - ---------------------------------------------------------------------------------------------------------------------- Diversified Mid Cap Portfolio 03/30/95 17.10% 6.63% 11.65% - ---------------------------------------------------------------------------------------------------------------------- </Table> SOURCE: LIPPER, INC. THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Diversified Mid Cap Portfolio, S&P MidCap 400 Index and the Russell Midcap Index. The performance of the Portfolio assumes reinvestment of all dividends. The performance of the indices does not include fees and expenses attributable to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell Midcap Index measures the performance of 800 smallest companies of the Russell 1000 Index. The S&P MidCap 400 Index represents the performance of the mid-size company segment of the U.S. stock market. The benchmark index for the Portfolio was changed effective May 1, 2005 from the S&P MidCap 400 Index to the Russell Midcap Index in order to better represent the investment policies for comparison purposes. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may also reflect the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ----------------------------- ------------ LONG-TERM INVESTMENTS (98.9%): COMMON STOCKS (98.9%): Aerospace & Defense (0.8%): 10,000 Precision Castparts Corp. ... 518,100 ------------ Auto Components (0.7%): 25,875 Goodyear Tire & Rubber Co. (The) (a) (c).............. 449,708 ------------ Biotechnology (0.4%): 8,300 Applera Corp. Applied Biosystems Group........... 220,448 ------------ Building Products (0.7%): 6,725 USG Corp. (a) (c)............ 437,125 ------------ Capital Markets (2.8%): 5,263 Affiliated Managers Group, Inc. (a) (c)............... 422,356 9,850 American Capital Strategies Ltd. (c)................... 356,668 28,484 E*Trade Financial Corp. (a)........................ 594,176 10,300 Raymond James Financial, Inc. (c)........................ 388,001 ------------ 1,761,201 ------------ Commercial Banks (3.4%): 17,750 Colonial BancGroup, Inc. (The)...................... 422,805 14,425 TD Banknorth, Inc. .......... 419,046 4,700 UnionBanCal Corp. ........... 322,984 6,550 Westcorp..................... 436,296 6,900 Zions Bancorp................ 521,364 ------------ 2,122,495 ------------ Commercial Services & Supplies (2.4%): 10,650 Career Education Corp. (a)... 359,118 12,425 Equifax, Inc. ............... 472,398 6,500 Herman Miller, Inc. ......... 183,235 15,000 R.R. Donnelley & Sons Co. (c)........................ 513,150 ------------ 1,527,901 ------------ Communications Equipment (1.3%): 12,075 Adtran, Inc. (c)............. 359,110 11,290 Harris Corp. ................ 485,583 ------------ 844,693 ------------ Computers & Peripherals (2.2%): 6,850 Apple Computer, Inc. (a)..... 492,446 6,200 SanDisk Corp. (a)............ 389,484 27,975 Western Digital Corp. (a) (c)........................ 520,615 ------------ 1,402,545 ------------ Construction Materials (0.7%): 3,425 Eagle Materials, Inc. (c).... 419,083 ------------ Consumer Finance (1.1%): 14,525 AmeriCredit Corp. (a)........ 372,276 8,525 CompuCredit Corp. (a) (c).... 328,042 ------------ 700,318 ------------ Containers & Packaging (0.4%): 14,100 Crown Holdings, Inc. (a)..... 275,373 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ----------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Diversified Consumer Services (0.7%): 52,200 Service Corp. International.............. 426,996 ------------ Diversified Financial Services (1.0%): 13,100 Principal Financial Group (c)........................ 621,333 ------------ Diversified Telecommunication Services (1.9%): 15,140 AT&T, Inc. (m)............... 370,779 13,525 CenturyTel, Inc. ............ 448,489 16,525 Telewest Global, Inc. (a).... 393,625 ------------ 1,212,893 ------------ Electric Utilities (2.8%): 9,625 Edison International......... 419,746 19,325 PPL Corp. ................... 568,155 6,900 TXU Corp. ................... 346,311 7,425 WPS Resources Corp. (c)...... 410,677 ------------ 1,744,889 ------------ Electronic Equipment & Instruments (1.4%): 14,150 Arrow Electronics, Inc. (a)........................ 453,225 18,250 Avnet, Inc. (a).............. 436,905 ------------ 890,130 ------------ Food & Staples Retailing (1.5%): 31,400 Kroger Co. (The) (a)......... 592,832 15,150 Safeway, Inc. ............... 358,449 ------------ 951,281 ------------ Food Products (1.2%): 15,375 Archer-Daniels-Midland Co. ....................... 379,148 12,000 Pilgrim's Pride Corp., Class B (c)...................... 397,920 ------------ 777,068 ------------ Health Care Providers & Services (6.5%): 3,800 Aetna, Inc. ................. 358,378 11,200 AmerisourceBergen Corp. ..... 463,680 2,725 Cigna Corp. ................. 304,382 11,450 Community Health Systems, Inc. (a)................... 438,993 9,201 Coventry Health Care, Inc. (a)........................ 524,089 3,825 Express Scripts, Inc. (a).... 320,535 9,200 Health Net, Inc. (a)......... 474,260 10,675 Humana, Inc. (a)............. 579,973 5,100 Sierra Health Services, Inc. (a) (c).................... 407,796 2,697 WellPoint, Inc. (a).......... 215,194 ------------ 4,087,280 ------------ Hotels, Restaurants & Leisure (2.0%): 6,050 Choice Hotels International, Inc. (c)................... 252,648 13,800 Darden Restaurants, Inc. .... 536,544 13,875 GTECH Holdings Corp. (c)..... 440,393 ------------ 1,229,585 ------------ Household Durables (4.6%): 5,825 Black & Decker Corp. ........ 506,542 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ----------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Household Durables, continued: 6,550 KB Home...................... 475,923 8,475 Lennar Corp., Class A........ 517,144 2,750 Meritage Homes Corp. (a) (c)........................ 173,030 13,000 Pulte Homes, Inc. ........... 511,680 10,175 Standard-Pacific Corp. ...... 374,440 9,175 Toll Brothers, Inc. (a)...... 317,822 ------------ 2,876,581 ------------ Household Products (0.7%): 8,225 Energizer Holdings, Inc. (a)........................ 409,523 ------------ Industrial Conglomerates (1.3%): 6,450 Teleflex, Inc. (c)........... 419,121 7,600 Walter Industries, Inc. (c)........................ 377,872 ------------ 796,993 ------------ Insurance (4.2%): 12,150 Assurant, Inc. .............. 528,403 10,100 CNA Financial Corp. (a)...... 330,573 9,625 First American Corp. ........ 436,013 15,250 HCC Insurance Holdings, Inc. ...................... 452,620 3,950 Loews Corp. ................. 374,658 11,575 W.R. Berkley Corp. .......... 551,201 ------------ 2,673,468 ------------ Internet Software & Services (0.6%): 35,850 EarthLink, Inc. (a).......... 398,294 ------------ IT Services (0.7%): 9,800 Global Payments, Inc. ....... 456,778 ------------ Machinery (2.9%): 5,434 Cummins, Inc. (c)............ 487,593 10,600 Oshkosh Truck Corp. (c)...... 472,654 5,800 Reliance Steel & Aluminum Co. ....................... 354,496 8,725 Terex Corp. (a).............. 518,265 ------------ 1,833,008 ------------ Media (2.7%): 10,600 Dex Media, Inc. ............. 287,154 10,200 John Wiley & Sons, Inc., Class A.................... 398,208 5,000 McGraw-Hill Cos., Inc. (The)...................... 258,150 4,400 Omnicom Group, Inc. ......... 374,572 6,350 R.H. Donnelley Corp. (a)..... 391,287 ------------ 1,709,371 ------------ Metals & Mining (3.6%): 15,025 Allegheny Technologies, Inc. ...................... 542,102 9,200 Nucor Corp. ................. 613,824 4,525 Phelps Dodge Corp. .......... 651,012 6,675 Southern Copper Corp. (c).... 447,091 ------------ 2,254,029 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ----------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Multi-Utilities (4.4%): 31,675 CenterPoint Energy, Inc. (c)........................ 407,024 10,000 Constellation Energy Group, Inc. ...................... 576,000 11,675 Energen Corp. ............... 424,036 13,750 MDU Resources Group, Inc. ... 450,175 10,475 National Fuel Gas Co. (c).... 326,715 12,725 Sempra Energy................ 570,589 ------------ 2,754,539 ------------ Multiline Retail (2.8%): 10,000 Federated Department Stores, Inc. ...................... 663,300 9,300 J.C. Penney Co., Inc. ....... 517,080 15,000 Nordstrom, Inc. ............. 561,000 ------------ 1,741,380 ------------ Oil, Gas & Consumable Fuels (7.3%): 4,800 Burlington Resources, Inc. ...................... 413,760 12,100 Frontier Oil Corp. (c)....... 454,113 6,700 Kerr-McGee Corp. ............ 608,762 5,450 Marathon Oil Corp. .......... 332,287 10,400 Newfield Exploration Co. (a)........................ 520,728 10,175 Noble Energy, Inc. .......... 410,052 4,575 Occidental Petroleum Corp. ..................... 365,451 7,975 Sunoco, Inc. ................ 625,080 8,525 Tesoro Corp. ................ 524,714 6,786 Valero Energy Corp. ......... 350,158 ------------ 4,605,105 ------------ Pharmaceuticals (3.6%): 8,675 Barr Pharmaceuticals, Inc. (a)........................ 540,366 14,425 Endo Pharmaceuticals Holdings, Inc. (a)......... 436,500 28,950 King Pharmaceuticals, Inc. (a)........................ 489,834 5,975 Kos Pharmaceuticals, Inc. (a) (c)........................ 309,087 8,175 Omnicare, Inc. .............. 467,773 ------------ 2,243,560 ------------ Real Estate (6.3%): 9,650 AMB Property Corp. REIT (m)........................ 474,490 8,075 CB Richard Ellis Services, Inc., Class A (a) (c)...... 475,214 10,150 CBL & Associates Properties, Inc., REIT................. 401,027 11,520 General Growth Properties, Inc. REIT.................. 541,325 9,800 Hospitality Properties Trust REIT....................... 392,980 6,600 Macerich Co. (The) REIT...... 443,124 5,000 Simon Property Group, Inc. REIT....................... 383,150 18,550 Trizec Properties, Inc. REIT (c)........................ 425,166 13,875 Ventas, Inc. REIT............ 444,277 ------------ 3,980,753 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ----------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Road & Rail (2.4%): 6,725 Burlington Northern Santa Fe Corp. ..................... 476,264 8,325 CSX Corp. ................... 422,660 13,885 Norfolk Southern Corp. ...... 622,465 ------------ 1,521,389 ------------ Semiconductors & Semiconductor Equipment (4.4%): 22,825 Freescale Semiconductor, Inc., Class B (a).......... 574,505 10,125 Lam Research Corp. (a)....... 361,260 39,750 LSI Logic Corp. (a).......... 318,000 19,225 MEMC Electronic Materials, Inc. (a)................... 426,218 21,450 National Semiconductor Corp. ..................... 557,271 14,150 Nvidia Corp. (a)............. 517,324 ------------ 2,754,578 ------------ Software (3.4%): 22,250 BMC Software, Inc. (a)....... 455,902 27,825 Cadence Design Systems, Inc. (a)........................ 470,799 52,025 Compuware Corp. (a).......... 466,664 7,150 Fair Isaac Corp. (c)......... 315,816 18,525 Sybase, Inc. (a)............. 404,957 ------------ 2,114,138 ------------ Specialty Retail (2.8%): 18,875 American Eagle Outfitters, Inc. ...................... 433,747 9,965 Barnes & Noble, Inc. ........ 425,207 15,000 Claire's Stores, Inc. ....... 438,300 10,800 Sherwin-Williams Co. (The)... 490,536 ------------ 1,787,790 ------------ Textiles, Apparel & Luxury Goods (0.5%): 5,700 Polo Ralph Lauren Corp. ..... 319,998 ------------ Thrifts & Mortgage Finance (2.2%): 6,225 Downey Financial Corp. (c)... 425,728 11,125 PMI Group, Inc. (The) (c).... 456,904 8,650 Radian Group, Inc. .......... 506,803 ------------ 1,389,435 ------------ Tobacco (1.6%): 10,700 Loews Corp. -- Carolina Group...................... 470,693 5,500 Reynolds American, Inc. (c)........................ 524,315 ------------ 995,008 ------------ Total Common Stocks (Cost $54,254,904) 62,236,163 ------------ SHORT-TERM INVESTMENT (0.2%): INVESTMENT COMPANY (0.2%): 130,618 JPMorgan Liquid Assets Money Market Fund (b) (m) (Cost $130,618).................. 130,618 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ----------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED (17.2%): Certificates of Deposit (1.7%): 600,000 Credit Suisse First Boston, FRN, 4.27%, 10/17/06....... 600,000 499,993 Wells Fargo Bank San Francisco, FRN, 4.30%, 01/27/06................... 499,993 ------------ 1,099,993 ------------ Commercial Paper (0.9%): 500,000 Morgan Stanley, FRN, 4.33%, 04/17/06................... 500,000 59,243 Sigma Finance, Inc., FRN, 4.41%, 02/27/06............ 59,243 ------------ 559,243 ------------ Corporate Notes (3.6%): 500,000 Bank of America, FRN, 4.31%, 11/07/06................... 500,000 39,494 CC USA, Inc., FRN, 4.42%, 02/17/06................... 39,494 600,000 CDC Financial Products, Inc., FRN, 4.35%, 01/30/06....... 600,000 575,000 Citigroup Global Markets Holding, Inc., FRN, 4.32%, 01/06/06................... 575,000 39,502 Citigroup Global Markets Holding, Inc., FRN, 4.59%, 12/12/06................... 39,502 451,268 Links Finance LLC, FRN, 4.29%, 10/06/06............ 451,268 59,253 MBIA Global Funding LLC, FRN, 4.48%, 01/26/07............ 59,253 ------------ 2,264,517 ------------ Repurchase Agreements (11.0%): 923,927 Banc of America Securities LLC, 4.26%, dated 12/30/05 due 01/03/06, repurchase price $924,364, collateralized by U.S. Government Agency Mortgages.................. 923,927 2,000,000 Lehman Brothers Inc., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $2,000,947, collateralized by U.S. Government Agency Mortgages.................. 2,000,000 2,000,000 Morgan Stanley, 4.27%, dated 12/30/05, due 01/03/06, repurchase price $2,000,949, collateralized by U.S. Government Agency Mortgages.................. 2,000,000 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 8 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ----------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 2,000,000 UBS Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $2,000,947, collateralized by U.S. Government Agency Mortgages.................. 2,000,000 ------------ 6,923,927 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $10,847,680) 10,847,680 ------------ TOTAL INVESTMENTS (116.3%): (Cost $65,233,202) 73,214,461 LIABILITIES IN EXCESS OF OTHER ASSETS ((16.3)%): (10,255,420) ------------ NET ASSETS (100.0%): $ 62,959,041 ============ </Table> - ------------ Percentages indicated are based on net assets. Abbreviations: <Table> (a) Non-income producing security. (b) Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (m) All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. FRN Floating Rate Note. REIT Real Estate Investment Trust. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 See notes to financial statements. 9 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $73,083,843 Investments in affiliates, at value......................... 130,618 ----------- Total investment securities, at value....................... 73,214,461 Receivables: Investment securities sold................................ 614,445 Portfolio shares sold..................................... 73,837 Interest and dividends.................................... 86,168 ----------- Total Assets................................................ 73,988,911 ----------- LIABILITIES: Payables: Collateral for securities lending program................. 10,847,680 Portfolio shares redeemed................................. 138,093 Accrued liabilities: Investment advisory fees.................................. 35,679 Administration fees....................................... 7,372 Other..................................................... 1,046 ----------- Total liabilities........................................... 11,029,870 ----------- NET ASSETS.................................................. $62,959,041 =========== NET ASSETS: Paid in capital............................................. $43,280,127 Accumulated undistributed (distributions in excess of) net investment income......................................... 258,443 Accumulated net realized gains (losses) from investments.... 11,439,212 Net unrealized appreciation (depreciation) from investments............................................... 7,981,259 ----------- Net Assets.................................................. $62,959,041 =========== OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES)........... 3,145,234 Net asset value, offering and redemption price per share (unlimited amount authorized, no par value)............... $ 20.02 Cost of investments......................................... $65,233,202 Market value of securities on loan.......................... $10,578,763 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 10 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME: Dividend income............................................. $ 767,922 Dividend income from affiliates (a)......................... 23,943 Income from securities lending (net)........................ 42,159 Foreign taxes withheld...................................... (112) ----------- Total investment income..................................... 833,912 ----------- EXPENSES: Investment advisory fees.................................... 447,538 Administration fees......................................... 88,937 Custodian fees.............................................. 13,974 Interest expense............................................ 191 Professional fees........................................... 17,940 Trustees' fees.............................................. 138 Transfer agent fees......................................... 4,363 Other....................................................... 16,810 ----------- Total expenses.............................................. 589,891 ----------- Less amounts waived......................................... (15,854) Less earnings credits....................................... (173) ----------- Net expenses.............................................. 573,864 ----------- Net investment income (loss)................................ 260,048 ----------- REALIZED/UNREALIZED GAINS (LOSSES): Net realized gain (loss) on transactions from investments... $11,456,788 Change in net unrealized appreciation (depreciation) of investments............................................... (2,165,263) ----------- Net realized/unrealized gains (losses)...................... 9,291,525 ----------- Change in net assets resulting from operations.............. $ 9,551,573 =========== (a) Includes reimbursements of investment advisory and administration fees....................................... $ 3,142 ----------- </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ------------ ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ 260,048 $ 79,425 Net realized gain (loss) on investments................... 11,456,788 9,748,113 Change in net unrealized appreciation (depreciation) of investments............................................. (2,165,263) (1,960,744) ------------ ------------ Change in net assets resulting from operations.............. 9,551,573 7,866,794 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: From net investment income................................ (79,752) (118,268) From net realized gains................................... (1,921,835) -- ------------ ------------ Total distributions to shareholders......................... (2,001,587) (118,268) ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... 7,980,708 4,065,311 Dividends reinvested...................................... 2,001,587 118,268 Cost of shares redeemed................................... (14,970,000) (10,742,474) ------------ ------------ Change in net assets from capital transactions.............. (4,987,705) (6,558,895) ------------ ------------ NET ASSETS: Change in net assets...................................... 2,562,281 1,189,631 Beginning of period....................................... 60,396,760 59,207,129 ------------ ------------ End of period............................................. $ 62,959,041 $ 60,396,760 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ 258,443 $ 78,147 ============ ============ SHARE TRANSACTIONS: Issued.................................................... 425,575 255,958 Reinvested................................................ 115,299 7,452 Redeemed.................................................. (807,861) (671,657) ------------ ------------ Change in shares............................................ (266,987) (408,247) ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 17.70 $ 15.50 $ 11.91 $ 14.49 $ 17.83 ------- ------- ------- ------- ------- INVESTMENT OPERATIONS: Net investment income (loss).......... 0.08 0.02 0.03 0.03 0.04 Net realized and unrealized gains (losses) on investments............. 2.85 2.21 3.59 (2.61) (0.95) ------- ------- ------- ------- ------- Total from investment operations.... 2.93 2.23 3.62 (2.58) (0.91) ------- ------- ------- ------- ------- DISTRIBUTIONS: Net investment income................. (0.02) (0.03) (0.03) -- (0.04) Net realized gains.................... (0.59) -- -- -- (2.39) ------- ------- ------- ------- ------- Total distributions................. (0.61) (0.03) (0.03) -- (2.43) ------- ------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD.......... $ 20.02 $ 17.70 $ 15.50 $ 11.91 $ 14.49 ======= ======= ======= ======= ======= TOTAL RETURN............................ 17.10% 14.42% 30.44% (17.81)% (4.03)% RATIOS/SUPPLEMENTAL DATA: Net assets end of period (000's)........ $62,959 $60,397 $59,207 $43,303 $50,785 RATIOS TO AVERAGE NET ASSETS: Net expenses.......................... 0.95% 0.93% 0.94% 0.95% 0.95% Net investment income (loss).......... 0.43% 0.14% 0.24% 0.20% 0.24% Expenses without waivers, reimbursements and earnings credits............................. 0.98% 0.94% 0.98% 1.00% 0.98% PORTFOLIO TURNOVER RATE................. 151% 98% 79% 29% 52% </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Diversified Mid Cap Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Diversified Mid Cap Portfolio to JPMorgan Investment Trust Diversified Mid Cap Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Listed securities are valued at the last sale price on the exchange on which they are primarily traded. The value of National Market Systems equity securities quoted by the NASDAQ Stock Market shall generally be the NASDAQ Official Closing Price. Unlisted securities are valued at the last sale price provided by an independent pricing agent or principal market maker. Listed securities for which the latest sales prices are not available are valued at the mean of the latest bid and ask price as of the closing of the primary exchange where such securities are normally traded. Fixed income securities with a maturity of 61 days or more held by the Portfolio will be valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Portfolio applies fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless the Portfolio's adviser determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time the Portfolio calculates its net asset value. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. C. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or instrumentalities (collectively, U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 14 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Diversified Mid Cap Portfolio on October 18, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES --------- ----------- ------------ $10,681 $10,847,680 $10,578,763 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio for any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. D. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. The Portfolio records distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Portfolio adjusts the estimated amounts of components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions. E. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED F. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Code. G. FOREIGN TAXES The Portfolio may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Portfolio will accrue such taxes and recoveries as applicable, based upon the current interpretation of tax rules and regulations that exist in the markets in which it invests. H. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. As of December 31, 2005, there were no reclassifications needed within the capital accounts. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee rate of 0.74%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.18% of the first $250 million of the average daily net assets of the Trust (excluding the Equity Index Portfolio) and 0.14% of the average daily net assets of the Trust in excess of $250 million (excluding the Equity Index Portfolio). JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Portfolio's Sub-administrator. For its services as Sub- administrator, BISYS received a portion of the fees paid to the Administrator. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED C. DISTRIBUTION FEES Effective May 1, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the "Distributor"), a wholly-owned subsidiary of JPMorgan, serves as the Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. D. CUSTODIAN FEES JPMCB provides portfolio custodian services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. Interest expense paid to the custodian related to cash overdrafts is presented as interest expense in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed 0.95% of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The expense limitation percentage above is in place until at least April 30, 2006. For the year ended December, 2005, the Portfolio's Advisor waived investment advisory fees for the Portfolio in the amount of $15,854. The Advisor does not expect the Portfolio to repay any such waived fees in future years. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, the Portfolio may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not incur any brokerage commissions with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES (EXCLUDING SALES (EXCLUDING U.S. GOVERNMENT) U.S. GOVERNMENT) - -------------------- ----------------- $90,281,632 $96,779,785 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 17 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at December 31, 2005, were as follows: <Table> <Caption> GROSS GROSS NET UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) - ----------- ------------ ------------ -------------- $65,275,041 $8,826,519 $(887,099) $7,939,420 </Table> The difference between book and tax basis unrealized appreciation/(depreciation) on investments is primarily attributed to wash sale loss deferrals. The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows: <Table> <Caption> NET TOTAL ORDINARY LONG-TERM TAXABLE INCOME CAPITAL GAINS DISTRIBUTIONS -------- ------------- ------------- $79,752 $1,921,835 $2,001,587 </Table> The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $118,268 $118,268 </Table> As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows: <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) ------------- --------------- -------------- $4,651,399 $7,089,800 $7,939,420 </Table> The cumulative timing differences primarily consist of wash sale loss deferrals and deferred compensation. 6. BORROWINGS Effective February 18, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Diversified Mid Cap Portfolio, formerly One Group Investment Trust Diversified Mid Cap Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000- present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003- present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield- Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997- present); Trustee, (investment management) Marion and Washington County, (1990-1998). Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees oversees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but no the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> BEGINNING EXPENSES PAID ACCOUNT ENDING ACCOUNT DURING PERIOD ANNUALIZED VALUE, VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO --------------- ----------------- -------------------- ---------- Actual .................................. $1,000.00 $1,097.60 $5.02 0.95% Hypothetical ............................ $1,000.00 $1,020.42 $4.84 0.95% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolio's management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF"), an affiliate of the Adviser, was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded fund managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of the Trust's assets, advised by the Adviser, and that the Portfolio would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Diversified Mid Cap Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. The Trustees considered the evaluation as noted in the Investment Performance section of this report. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees noted that although the three and five year performance of the Investment Trust Diversified Mid Cap Portfolio lagged that of its Universe Group, the Portfolio's one-year performance demonstrated improvement as the Portfolio had outperformed the median of its Universe Group. The Trustees found such performance satisfactory in view of the recent improvement, however, the Trustees accepted the Chief Compliance Officer's recommendation that, while considering the Portfolio's portfolio management team change within the past year, the Board's Equity Investment Sub-Committee would review the Portfolio's performance at each quarterly board meeting until improved performance is demonstrated over a period of time. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that the Investment Trust Diversified Mid Cap Portfolio's contractual advisory fee was within a reasonable range of the median of its Peer Group and that the fee was considered reasonable recognizing that the total actual expenses were lower than the median of the Portfolio's Universe Group. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 JPMORGAN INVESTMENT TRUST DIVERSIFIED MID CAP PORTFOLIO - -------------------------------------------------------------------------------- TAX LETTER (UNAUDITED) Certain tax information for the Portfolio is required to be provided to shareholders based upon the Portfolio's income and distributions for the taxable year ended December 31, 2005. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover. DIVIDENDS RECEIVED DEDUCTIONS (DRD) 100% of ordinary income distributions qualified for the 70% dividend received deduction for corporate shareholders for the Portfolio's fiscal year ended December 31, 2005. The Portfolio hereby designates $1,921,835 as long-term capital gain distributions for the purpose of the dividend paid deduction on its respective tax return for the fiscal year ended December 31, 2005. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITDMC-1205 ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Large Cap Growth Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 3 Schedule of Portfolio Investments .......................... 5 Statement of Assets and Liabilities ........................ 8 Statement of Operations .................................... 9 Statement of Changes in Net Assets ......................... 10 Financial Highlights ....................................... 11 Notes to Financial Statements .............................. 12 Report of Independent Registered Public Accounting Firm .... 17 Trustees ................................................... 18 Officers ................................................... 20 Schedule of Shareholder Expenses ........................... 22 Board Approval of Investment Advisory Agreements ........... 23 Tax Letter ................................................. 26 </Table> HIGHLIGHTS - - The U.S. equity market overcame several challenges. - - FOMC raised rates at a measured pace. - - The outlook for equity markets is somewhat mixed. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Large Cap Growth Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. STOCKS PRODUCE MODEST GAINS The U.S. equity market overcame several challenges during the reporting period, including rising interest rates, surging oil prices, a devastating hurricane season and geopolitical issues. While these factors often overshadowed solid corporate profit growth, the overall market ultimately produced positive returns during the year. As expected, the Federal Open Market Committee (FOMC) continued to raise interest rates at a measured pace in an attempt to control inflation. After five rate hikes in 2004, the FOMC raised rates eight additional times in 2005. All told, short-term rates moved to 4.25% by the end of the period. Despite these actions and the destruction inflicted by the Gulf Coast hurricanes, the U.S. economy continued to expand at a brisk pace in 2005. U.S. gross domestic product (GDP) was 3.8% in the first quarter of the year. Higher oil prices, which surpassed $70 a barrel, were cited as a reason for a fall in GDP to 3.1% in the second quarter of 2005. However, the economy demonstrated its resiliency by expanding 4.1% in the third quarter. While the estimate for fourth-quarter GDP has not yet been released by the U.S. Department of Commerce, another gain cannot be ruled out. MIXED STOCK PERFORMANCE The broad stock market, as measured by the S&P 500 Index, returned 4.91% in the period. While there were hopes for another strong rally in the fourth quarter of the year -- similar to the 12.18% and 9.23% returns in the fourth quarters of 2003 and 2004, respectively -- this did not come to pass in 2005. Concerns over further rate hikes by the FOMC and inflationary pressures tempered the market's gains at the end of the year. Elsewhere during the year, mid-capitalization stocks generated superior returns, with the Russell Midcap Index gaining 12.65%. Large-capitalization stocks outperformed their small-capitalization counterparts in the period, as the Russell 1000 Index at 6.12% outperformed the Russell 2000 Index at 4.55%, respectively. OUTLOOK The outlook for equity markets is somewhat mixed. Positives include a solid economy, relatively lower oil prices and the possibility of the FOMC ending its interest rate hike campaign. On the other hand, corporate profits are expected to decelerate in 2006. In addition, should inflation increase, the FOMC may continue to raise rates. Given these uncertainties, investors should take a long-term approach with investments and maintain a diversified portfolio. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely, /s/ George C.W. Gatch George C.W. Gatch President JPMorgan Funds JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q. HOW DID THE PORTFOLIO PERFORM? A. The JPMorgan Investment Trust Large Cap Growth Portfolio returned 5.05% in the 12 months ended December 31, 2005, compared to 5.26% for its benchmark, the Russell 1000 Growth Index. Q. WHY DID THE PORTFOLIO PERFORM THIS WAY? A. Positive contributors to performance in the year included Google from the media sector and Chicago Mercantile from the capital markets sector. Google's stock performed well as online search demand and international growth was strong. Additionally, Google's earnings continually beat Street expectations. Chicago Mercantile's stock was strong for the year as its trading volume increased 24.9% from 2004, achieving double-digit volume gains for the sixth consecutive year with growth mainly from its Globex electronic trading platform. Dampening results were stocks in the pharmaceutical sector, especially our holding in OSI Pharmaceuticals. Our initial investment in OSI was based on the company's promising cancer drug Tarceva. However, in 2005, the company announced a dilutive acquisition, which we did not support and we sold the stock soon after this announcement. Our position in First Marblehead, the financial outsourcing education lender, declined due to disappointing volume trends. Q. HOW WAS THE PORTFOLIO MANAGED? A. The Large Cap Growth Portfolio strategy utilizes active stock selection with a systematic valuation process and invests in a diversified portfolio of U.S. large-cap equities. To help ensure that stock selection is the principal source of the potential excess return, we allow only modest deviations in sector weightings, normally ranging from +/-4%, relative to the Russell 1000 Growth Index. We also stay fully invested, with cash limited to no more than 5% of portfolio value. Q. WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. The Portfolio continues to emphasize a bottom-up focus with a momentum and growth bias relative to the benchmark. Top overweights continue to be Google, Chicago Mercantile, United Healthcare, Crown Castle and Corning. The largest underweights include Cisco, IBM, Wal-Mart and Home Depot. The Portfolio's average market cap is close to the benchmark at $75 billion. <Table> <Caption> PORTFOLIO COMPOSITION* Information Technology....................... 27.7% Health Care.................................. 21.5% Industrials.................................. 12.2% Consumer Discretionary....................... 11.9% Consumer Staples............................. 9.7% Financials................................... 5.8% Energy....................................... 4.6% Telecommunication Services................... 2.6% Materials.................................... 1.9% Investments of Cash Collateral for Securities Loaned..................................... 5.5% Short-Term Investments....................... 2.0% <Caption> TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO* Procter & Gamble Co.......................... 4.0% General Electric Co.......................... 3.7% Microsoft Corp............................... 3.2% UnitedHealth Group, Inc...................... 3.1% Google, Inc., Class A........................ 2.9% Amgen, Inc................................... 2.4% Johnson & Johnson............................ 2.4% Lowe's Cos., Inc............................. 2.3% Altria Group, Inc............................ 2.3% Apple Computer, Inc.......................... 2.1% </Table> - -------------------------------------------------------------------------------- *Percentages indicated are based upon net assets as of December 31, 2005. The Portfolio's composition is subject to change. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED TEN YEAR PORTFOLIO PERFORMANCE [GRAPH] Value of $10,000 Investment <Table> <Caption> LARGE CAP GROWTH PORTFOLIO RUSSELL 1000 GROWTH INDEX -------------------------- ------------------------- 12/95 10000.00 10000.00 12/96 11667.00 12382.80 12/97 15393.00 16158.00 12/98 21745.00 22412.10 12/99 28108.00 29843.80 12/00 21655.00 23151.70 12/01 17264.00 18423.50 12/02 12348.00 13286.00 12/03 15748.00 17238.50 12/04 16858.00 18324.50 12/05 17710.00 19288.90 </Table> <Table> <Caption> - ------------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ------------------------------------------------------------------------------------------------------------------------- INCEPTION DATE 1 YEAR 5 YEAR 10 YEAR - ------------------------------------------------------------------------------------------------------------------------- Large Cap Growth Portfolio 08/01/94 5.05% (3.94)% 5.88% - ------------------------------------------------------------------------------------------------------------------------- </Table> SOURCE: LIPPER, INC. THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Large Cap Growth Portfolio and the Russell 1000 Growth Index. The performance of the Portfolio assumes reinvestment of all dividends. The performance of the index does not include fees and expenses attributable to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Russell 1000 Growth Index measures the performance of companies with higher price-to-book ratios and higher forecasted growth values. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may also reflect the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS (97.9%): COMMON STOCK (97.9%): Aerospace & Defense (3.8%): 65,600 Boeing Co. ................. 4,607,744 22,810 General Dynamics Corp. ..... 2,601,481 22,400 Lockheed Martin Corp. ...... 1,425,312 ------------ 8,634,537 ------------ Air Freight & Logistics (1.1%): 37,300 Expeditors International of Washington, Inc. (c)...... 2,518,123 ------------ Beverages (1.2%): 45,600 PepsiCo, Inc. .............. 2,694,048 ------------ Biotechnology (6.3%): 69,534 Amgen, Inc. (a)............. 5,483,452 15,700 Celgene Corp. (a)........... 1,017,360 44,140 Genentech, Inc. (a)......... 4,082,950 39,300 Gilead Sciences, Inc. (a)... 2,068,359 48,410 MedImmune, Inc. (a)......... 1,695,318 ------------ 14,347,439 ------------ Capital Markets (1.1%): 25,800 Franklin Resources, Inc. ... 2,425,458 ------------ Chemicals (1.9%): 27,300 Monsanto Co. ............... 2,116,569 43,920 Praxair, Inc. .............. 2,326,003 ------------ 4,442,572 ------------ Commercial Services & Supplies (1.7%): 23,000 Corporate Executive Board Co. (c)................... 2,063,100 49,000 Robert Half International, Inc. ..................... 1,856,610 ------------ 3,919,710 ------------ Communications Equipment (6.1%): 35,500 Cisco Systems, Inc. (a)..... 607,760 232,050 Corning, Inc. (a)........... 4,562,103 39,300 Juniper Networks, Inc. (a)....................... 876,390 132,020 Motorola, Inc. ............. 2,982,332 112,680 QUALCOMM, Inc. ............. 4,854,254 ------------ 13,882,839 ------------ Computers & Peripherals (4.0%): 67,800 Apple Computer, Inc. (a).... 4,874,142 79,690 Dell, Inc. (a).............. 2,389,903 63,800 Hewlett-Packard Co. ........ 1,826,594 ------------ 9,090,639 ------------ Diversified Financial Services (3.7%): 13,070 Chicago Mercantile Exchange Holdings, Inc. ........... 4,803,094 42,504 Lazard Ltd., Class A (Bermuda)................. 1,355,878 38,500 Moody's Corp. .............. 2,364,670 ------------ 8,523,642 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCK, CONTINUED: Diversified Telecommunication Services (0.9%): 90,895 Sprint Nextel Corp. ........ 2,123,307 ------------ Electrical Equipment (0.9%): 51,600 Roper Industries, Inc. ..... 2,038,716 ------------ Energy Equipment & Services (1.5%): 8,900 Schlumberger Ltd. (Netherlands)............. 864,635 70,440 Smith International, Inc. (c)....................... 2,614,028 ------------ 3,478,663 ------------ Food & Staples Retailing (2.2%): 28,800 Costco Wholesale Corp. ..... 1,424,736 136,400 CVS Corp. .................. 3,603,688 ------------ 5,028,424 ------------ Health Care Equipment & Supplies (2.7%): 13,300 Alcon, Inc. (Switzerland)... 1,723,680 5,000 Bausch & Lomb, Inc. ........ 339,500 7,700 Fisher Scientific International, Inc. (a) (c)....................... 476,322 62,100 Medtronic, Inc. ............ 3,575,097 ------------ 6,114,599 ------------ Health Care Providers & Services (8.0%): 30,300 Aetna, Inc. ................ 2,857,593 37,400 DaVita, Inc. (a)............ 1,893,936 52,600 HCA, Inc. (c)............... 2,656,300 30,000 Laboratory Corp. of America Holdings (a) (c).......... 1,615,500 39,100 Medco Health Solutions, Inc. (a)....................... 2,181,780 116,240 UnitedHealth Group, Inc. ... 7,223,154 ------------ 18,428,263 ------------ Hotels, Restaurants & Leisure (3.1%): 29,800 Carnival Corp. (c).......... 1,593,406 52,000 Marriott International, Inc., Class A............. 3,482,440 60,300 McDonald's Corp. ........... 2,033,316 ------------ 7,109,162 ------------ Household Durables (0.8%): 54,300 Toll Brothers, Inc. (a)..... 1,880,952 ------------ Household Products (4.0%): 160,313 Procter & Gamble Co. (c).... 9,278,916 ------------ Industrial Conglomerates (3.7%): 242,400 General Electric Co. ....... 8,496,120 ------------ Insurance (1.0%): 31,500 Prudential Financial, Inc. ..................... 2,305,485 ------------ Internet & Catalog Retail (0.6%): 33,480 eBay, Inc. (a).............. 1,448,010 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCK, CONTINUED: Internet Software & Services (3.8%): 16,250 Google, Inc., Class A (a)... 6,741,475 48,400 Yahoo!, Inc. (a)............ 1,896,312 ------------ 8,637,787 ------------ IT Services (4.2%): 15,920 Affiliated Computer Services, Inc., Class A (a)....................... 942,146 76,100 Automatic Data Processing, Inc. ..................... 3,492,229 64,800 Cognizant Technology Solutions Corp., Class A (a)....................... 3,262,680 45,500 Iron Mountain, Inc. (a) (c)....................... 1,921,010 ------------ 9,618,065 ------------ Media (0.8%): 21,000 Getty Images, Inc. (a) (c)....................... 1,874,670 ------------ Multiline Retail (1.3%): 54,800 Target Corp. ............... 3,012,356 ------------ Oil, Gas & Consumable Fuels (3.0%): 48,600 EOG Resources, Inc. ........ 3,565,782 13,000 Newfield Exploration Co. (a)....................... 650,910 52,600 Valero Energy Corp. ........ 2,714,160 ------------ 6,930,852 ------------ Pharmaceuticals (4.6%): 89,900 Johnson & Johnson........... 5,402,990 48,100 Teva Pharmaceutical Industries Ltd. (Israel) ADR (c)................... 2,068,781 64,800 Wyeth....................... 2,985,336 ------------ 10,457,107 ------------ Road & Rail (1.0%): 33,800 Burlington Northern Santa Fe Corp. .................... 2,393,716 ------------ Semiconductors & Semiconductor Equipment (4.3%): 153,720 Intel Corp. ................ 3,836,851 54,300 Marvell Technology Group Ltd. (Bermuda) (a)........ 3,045,687 96,600 Texas Instruments, Inc. .... 3,097,962 ------------ 9,980,500 ------------ Software (5.4%): 65,800 Adobe Systems, Inc. ........ 2,431,968 58,200 Autodesk, Inc. ............. 2,499,690 173 Computer Associates International, Inc. ...... 4,877 283,700 Microsoft Corp. ............ 7,418,755 ------------ 12,355,290 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCK, CONTINUED: Specialty Retail (4.3%): 80,000 Lowe's Cos., Inc. .......... 5,332,800 44,500 Michaels Stores, Inc. ...... 1,573,965 127,755 Staples, Inc. .............. 2,901,316 ------------ 9,808,081 ------------ Textiles, Apparel & Luxury Goods (0.9%): 63,600 Coach, Inc. (a)............. 2,120,424 ------------ Tobacco (2.3%): 70,500 Altria Group, Inc. ......... 5,267,760 ------------ Wireless Telecommunication Services (1.7%): 145,100 Crown Castle International Corp. (a)................. 3,904,641 ------------ Total Common Stocks (Cost $195,316,998) 224,570,873 ------------ SHORT-TERM INVESTMENT (2.0%): INVESTMENT COMPANY (2.0%): 4,599,291 JPMorgan Liquid Assets Money Market Fund (b) (m) (Cost $4,599,291)......... 4,599,291 ------------ INVESTMENT OF CASH COLLATERAL FOR SECURITIES LOANED (5.5%): Cash Deposits (0.6%): 740,000 Credit Suisse First Boston, FRN, 4.27%):, 10/17/06.... 740,000 499,993 Wells Fargo Bank San Francisco, FRN, 4.30%):, 01/27/06.................. 499,993 ------------ 1,239,993 ------------ Commercial Paper (0.3%): 749,331 Sigma Finance, Inc., FRN, 4.41%, 02/27/06........... 749,331 ------------ Corporate Notes (1.2%): 500,000 Bank of America, FRN, 4.31%, 11/07/06.................. 500,000 184,030 CC USA, Inc. FRN, 4.42%, 02/17/06.................. 184,030 750,000 CDC Financial Products Inc., FRN, 4.35%, 01/30/06...... 750,000 122,165 Citigroup Global Markets Holding, Inc., FRN, 4.59%, 12/12/06.................. 122,165 645,000 Citigroup Global Markets Inc., FRN, 4.32%, 01/06/06.................. 645,000 451,268 Links Finance LLC, FRN, 4.29%, 10/06/06........... 451,268 183,247 MBIA Global Funding LLC, FRN, 4.48%, 01/26/07...... 183,247 ------------ 2,835,710 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ INVESTMENT OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements (3.4%): 1,794,975 Banc of America Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $1,795,825 collateralized by U.S. Government Agency Mortgages................. 1,794,975 2,000,000 Lehman Brothers Inc., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $2,000,947, collateralized by U.S. Government Agency Mortgages................. 2,000,000 2,000,000 Morgan Stanley, 4.27%, dated 12/30/05, due 01/03/06, repurchase price $2,000,949, collateralized U.S. Government Agency Mortgages................. 2,000,000 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - --------- ---------------------------- ------------ INVESTMENT OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 2,000,000 UBS Securities LLC,4.26%, dated 12/30/05, due 01/03/06, repurchase price $2,000,947, collateralized by U.S. Government Agency Mortgages................. 2,000,000 ------------ 7,794,975 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $12,620,009) 12,620,009 ------------ TOTAL INVESTMENTS (105.4%): (Cost $212,536,298) 241,790,173 OTHER LIABILITIES IN EXCESS OF ASSETS ((5.4)%): (12,403,126) ------------ NET ASSETS (100.0%): $229,387,047 ============ </Table> - ------------ Percentages indicated are based on net assets. Abbreviations: <Table> (a) Non-income producing security. (b) Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (m) All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. ADR American Depositary Receipt. FRN Floating Rate Note. The rate shown in the rate in effect as of December 31, 2005. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 See notes to financial statements. 8 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $ 237,190,882 Investments in affiliates, at value......................... 4,599,291 ------------- Total investment securities, at value....................... 241,790,173 Receivables: Investment securities sold................................ 1,350,002 Portfolio shares sold..................................... 128,970 Interest and dividends.................................... 202,059 ------------- Total Assets................................................ 243,471,204 ------------- LIABILITIES: Payables: Investment securities purchased........................... 1,078,408 Collateral for securities lending program................. 12,620,009 Portfolio shares redeemed................................. 204,727 Accrued liabilities: Investment advisory fees.................................. 128,478 Administration fees....................................... 29,755 Custodian fees............................................ 6,940 Other..................................................... 15,840 ------------- Total liabilities........................................... 14,084,157 ------------- NET ASSETS.................................................. $ 229,387,047 ============= NET ASSETS: Paid in capital............................................. $ 333,531,662 Accumulated undistributed (distributions in excess of) net investment income......................................... 152,073 Accumulated net realized gains (losses) from investments.... (133,550,563) Net unrealized appreciation (depreciation) from investments............................................... 29,253,875 ------------- Net Assets.................................................. $ 229,387,047 ============= OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES):.......... 16,426,300 Net asset value, offering and redemption price per share (unlimited amount authorized, no par value)............... $ 13.96 Cost of investments......................................... $ 212,536,298 Market value of securities on loan.......................... $ 12,345,531 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 9 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME: Dividend income............................................. $ 1,800,657 Dividend income from affiliates (a)......................... 178,033 Income from securities lending (net)........................ 31,191 ----------- Total investment income..................................... 2,009,881 ----------- EXPENSES: Investment advisory fees.................................... 1,404,030 Administration fees......................................... 317,692 Custodian fees.............................................. 30,330 Professional fees........................................... 40,400 Trustees' fees.............................................. 505 Transfer agent fees......................................... 6,237 Other....................................................... 46,389 ----------- Total expenses.............................................. 1,845,583 ----------- Less earnings credits....................................... (185) ----------- Net expenses.............................................. 1,845,398 ----------- Net investment income (loss)................................ 164,483 ----------- REALIZED/ UNREALIZED GAINS (LOSSES): Net realized gain (loss) on investments..................... $(4,357,084) Change in net unrealized appreciation (depreciation) of investments............................................... 15,043,002 ----------- Net realized/ unrealized gains (losses)..................... 10,685,918 ----------- Change in net assets resulting from operations.............. $10,850,401 =========== (a) Includes reimbursements of investment advisory and administration fees....................................... $ 23,747 ----------- </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 10 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ---------------- ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ 164,483 $ 1,147,121 Net realized gain (loss) on investments................... (4,357,084) 1,418,894 Change in net unrealized appreciation (depreciation) of investments............................................. 15,043,002 11,652,111 ------------ ------------ Change in net assets resulting from operations.............. 10,850,401 14,218,126 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: From net investment income................................ (1,147,913) (478,551) ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... 62,244,338 32,943,844 Dividends reinvested...................................... 1,147,913 478,551 Cost of shares redeemed................................... (60,515,553) (36,015,704) ------------ ------------ Change in net assets from capital transactions.............. 2,876,698 (2,593,309) ------------ ------------ NET ASSETS: Change in net assets...................................... 12,579,186 11,146,266 Beginning of period....................................... 216,807,861 205,661,595 ------------ ------------ End of period............................................. $229,387,047 $216,807,861 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ 152,073 $ 1,135,503 ============ ============ SHARE TRANSACTIONS: Issued.................................................... 4,793,958 2,622,239 Reinvested................................................ 92,128 38,101 Redeemed.................................................. (4,692,063) (2,869,594) ------------ ------------ Change in shares............................................ 194,023 (209,254) ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 13.36 $ 12.51 $ 9.82 $ 13.73 $ 20.07 -------- -------- -------- -------- -------- INVESTMENT OPERATIONS: Net investment income (loss).......... 0.01 0.07 0.03 0.01 (0.01) Net realized and unrealized gains (losses) on investments............. 0.66 0.81 2.67 (3.92) (4.01) -------- -------- -------- -------- -------- Total from investment operations.... 0.67 0.88 2.70 (3.91) (4.02) -------- -------- -------- -------- -------- DISTRIBUTIONS: Net investment income................. (0.07) (0.03) (0.01) -- -- Net realized gains.................... -- -- -- -- (2.32) -------- -------- -------- -------- -------- Total distributions................. (0.07) (0.03) (0.01) -- (2.32) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD.......... $ 13.96 $ 13.36 $ 12.51 $ 9.82 $ 13.73 ======== ======== ======== ======== ======== TOTAL RETURN............................ 5.05% 7.05% 27.54% (28.48)% (20.28)% RATIOS/SUPPLEMENTAL DATA: Net assets end of period (000's)........ $229,387 $216,808 $205,662 $169,693 $259,557 RATIOS TO AVERAGE NET ASSETS: Net expenses.......................... 0.85% 0.82% 0.81% 0.92% 0.81% Net investment income (loss).......... 0.08% 0.58% 0.26% 0.68% (0.06)% Expenses without waivers reimbursements and earnings credits............................. 0.85% 0.83% 0.83% 0.93% 0.82% PORTFOLIO TURNOVER RATE................. 92% 95% 49% 71% 75% </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Large Cap Growth Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Large Cap Growth Portfolio to JPMorgan Investment Trust Large Cap Growth Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Listed securities are valued at the last sale price on the exchange on which they are primarily traded. The value of National Market Systems equity securities quoted by the NASDAQ Stock Market shall generally be the NASDAQ Official Closing Price. Unlisted securities are valued at the last sale price provided by an independent pricing agent or principal market maker. Listed securities for which the latest sales prices are not available are valued at the mean of the latest bid and ask price as of the closing of the primary exchange where such securities are normally traded. Fixed income securities with a maturity of 61 days or more held by the Portfolio will be valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Portfolio applies fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless the Portfolio's adviser determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time the Portfolio calculates its net asset value. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED C. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or instrumentalities (collectively, U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Large Cap Growth Portfolio on October 18, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES - --------- ---------- ------------ $8,462 $12,620,009 $12,345,531 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio for any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. D. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. E. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 14 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED F. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Code. G. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. As of December 31, 2005, there were no reclassifications needed within the capital accounts. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee rate of 0.65%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan, provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.18% of the first $250 million of the average daily net assets of the Trust (excluding the Equity Index Portfolio) and 0.14% of the average daily net assets of the Trust in excess of $250 million (excluding the Equity Index Portfolio). JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Portfolio's Sub-administrator. For its services as Sub- administrator, BISYS received a portion of the fees paid to the Administrator. C. DISTRIBUTION FEES Effective May 1, 2005 pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the "Distributor"), a wholly-owned subsidiary of JPMorgan, began serving Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED D. CUSTODIAN FEES JPMCB provides portfolio custody services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. Interest expense paid to the custodian related to cash overdrafts is presented as interest expense in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding dividend expenses on short sales, interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed 0.95% of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The expense limitation percentage above is in place until at least April 30, 2006. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, the Portfolio may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not incur any brokerage commission with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES SALES (EXCLUDING (EXCLUDING U.S. GOVERNMENT) U.S. GOVERNMENT) - ---------------- ---------------- $196,928,364 $194,801,819 </Table> 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at June 30, 2005, were as follows: <Table> <Caption> GROSS GROSS NET UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) - ------------ ------------ ------------ -------------- $214,567,241 $32,106,807 $(4,883,875) $27,222,932 </Table> The difference between book and tax basis unrealized appreciation/(depreciation) on investments is primarily attributed to wash sale loss deferrals. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $1,147,913 $1,147,913 </Table> The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $478,551 $478,551 </Table> As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows: <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) ------------- --------------- -------------- $164,808 $(131,044,376) $27,222,932 </Table> The cumulative timing differences primarily consist of wash sale loss deferrals, post-October loss deferrals and deferred compensation. As of December 31, 2005, the Portfolio had net capital loss carryforwards, which are available to offset future realized gains: <Table> <Caption> EXPIRES ---------------------------------------------------------------------- 2009 2010 2011 2013 TOTAL ---- ---- ---- ---- ----- $60,562,163 $50,265,496 $15,519,251 $4,697,466 $131,044,376 </Table> Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Portfolio's next taxable year. For the period ended December 31, 2005, the Portfolio deferred to January 1, 2006 post-October capital losses of $475,244. 6. BORROWINGS Effective February 18, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 17 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Large Cap Growth Portfolio, formerly One Group Investment Trust Large Cap Growth Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000- present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003- present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield- Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997- present); Trustee, (investment management) Marion and Washington County, (1990-1998). Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees oversees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO TRUST (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO TRUST (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD AS OF DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but not the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> EXPENSES PAID BEGINNING ENDING DURING PERIOD ANNUALIZED ACCOUNT VALUE, ACCOUNT VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO -------------- ----------------- -------------------- ---------- Actual...................................... $1,000.00 $1,082.20 $4.57 0.87% Hypothetical................................ $1,000.00 $1,020.82 $4.43 0.87% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolio's management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF"), an affiliate of the Adviser, was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded fund managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of the Trust's assets, advised by the Adviser, and that the Portfolio would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Large Cap Growth Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. The Trustees considered the evaluation as noted in the Investment Performance section of this report. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees noted that the one, three and five year performance of the Investment Trust Large Cap Growth Portfolio lagged that of its Universe Group. The Trustees and the Chief Compliance Officer noted the Adviser's process to periodically review the Portfolio and address the Portfolio's performance results. The Trustees directed the Adviser to report to them at each quarterly board meeting about the results of such reviews and steps taken to improve performance and actual performance results. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that the Investment Trust Large Cap Growth Portfolio's contractual advisory fee was within a reasonable range of the median of its Peer Group and the fee was considered reasonable recognizing that the total actual expenses were lower than the median of its Universe Group. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 JPMORGAN INVESTMENT TRUST LARGE CAP GROWTH PORTFOLIO - -------------------------------------------------------------------------------- TAX LETTER (UNAUDITED) Certain tax information for the Portfolio is required to be provided to shareholders based upon the Portfolio's income and distributions for the taxable year ended December 31, 2005. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover. DIVIDENDS RECEIVED DEDUCTIONS (DRD) 100% of ordinary income distributions qualified for the 70% dividend received deduction for corporate shareholders for the Portfolio's fiscal year ended December 31, 2005. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITLCG-1205 ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Diversified Equity Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 3 Schedule of Portfolio Investments .......................... 5 Statement of Assets and Liabilities ........................ 9 Statement of Operations .................................... 10 Statement of Changes in Net Assets ......................... 11 Financial Highlights ....................................... 12 Notes to Financial Statements .............................. 13 Report of Independent Registered Public Accounting Firm .... 18 Trustees ................................................... 19 Officers ................................................... 21 Schedule of Shareholder Expenses ........................... 23 Board Approval of Investment Advisory Agreements............ 24 Tax Letter.................................................. 27 </Table> HIGHLIGHTS - - The U.S. equity market overcame several challenges. - - FOMC raised rates at a measured pace. - - The outlook for equity markets is somewhat mixed. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Diversified Equity Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. STOCKS PRODUCE MODEST GAINS The U.S. equity market overcame several challenges during the reporting period, including rising interest rates, surging oil prices, a devastating hurricane season and geopolitical issues. While these factors often overshadowed solid corporate profit growth, the overall market ultimately produced positive returns during the year. As expected, the Federal Open Market Committee (FOMC) continued to raise interest rates at a measured pace in an attempt to control inflation. After five rate hikes in 2004, the FOMC raised rates eight additional times in 2005. All told, short-term rates moved to 4.25% by the end of the period. Despite these actions and the destruction inflicted by the Gulf Coast hurricanes, the U.S. economy continued to expand at a brisk pace in 2005. U.S. gross domestic product (GDP) was 3.8% in the first quarter of the year. Higher oil prices, which surpassed $70 a barrel, were cited as a reason for a fall in GDP to 3.1% in the second quarter of 2005. However, the economy demonstrated its resiliency by expanding 4.1% in the third quarter. While the estimate for fourth-quarter GDP has not yet been released by the U.S. Department of Commerce, another gain cannot be ruled out. MIXED STOCK PERFORMANCE The broad stock market, as measured by the S&P 500 Index, returned 4.91% in the period. While there were hopes for another strong rally in the fourth quarter of the year -- similar to the 12.18% and 9.23% returns in the fourth quarters of 2003 and 2004, respectively -- this did not come to pass in 2005. Concerns over further rate hikes by the FOMC and inflationary pressures tempered the market's gains at the end of the year. Elsewhere during the year, mid-capitalization stocks generated superior returns, with the Russell Midcap Index gaining 12.65%. Large-capitalization stocks outperformed their small-capitalization counterparts in the period, as the Russell 1000 Index at 6.12% outperformed the Russell 2000 Index at 4.55%, respectively. OUTLOOK The outlook for equity markets is somewhat mixed. Positives include a solid economy, relatively lower oil prices and the possibility of the FOMC ending its interest rate hike campaign. On the other hand, corporate profits are expected to decelerate in 2006. In addition, should inflation increase, the FOMC may continue to raise rates. Given these uncertainties, investors should take a long-term approach with investments and maintain a diversified portfolio. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely, /s/ George C.W. Gatch George C.W. Gatch President JPMorgan Funds JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q. HOW DID THE PORTFOLIO PERFORM? A. The JPMorgan Investment Trust Diversified Equity Portfolio, which seeks long-term capital and growth of income with a secondary objective of providing a moderate level of current income**, returned 2.33% for the year ended December 31, 2005. This compared to 4.91% for the S&P 500 Index and 5.65% for the S&P 1500 SuperComposite Index. Q. WHY DID THE PORTFOLIO PERFORM THIS WAY? A. The majority of the Portfolio's underperformance was driven by stock selection in the insurance and pharmaceutical/medical technology sectors. OSI Pharmaceuticals and Willis Group were among the biggest detractors from performance. Our initial investment in OSI was based on the company's promising cancer drug Tarceva. After announcing a proposed acquisition of Eyetech in August, we began to question management's direction since the deal will likely dilute the potential impact of Tarceva, is a questionable use of cash and puts OSI on a possible competitive course with its key partner, Genentech. Willis was hurt by a probe of its commission practices by the New York Attorney General's Office. All contentions were settled by the company without the need for a formal lawsuit, so we think much of the bad news is behind Willis, and continue to maintain our position. On the positive side, stock selection in both the network technology and consumer staples sectors contributed favorably to performance. Corning benefited from strong demand for liquid crystal display (LCD) monitors for televisions and notebook computers. Positive news from retailers in December confirmed continued customer penetration of LCD TVs, giving us confidence that price reductions are driving strong adoption rates for this technology, which benefits Corning. Positive performance also came from FedEx Corp., which rallied on robust earnings growth, as the company benefited from strong margin expansion in both its express and ground businesses. Q. HOW WAS THE PORTFOLIO MANAGED? A. The Portfolio utilizes active stock selection with a systematic valuation process and currently invests in a diversified portfolio of primarily U.S. large-cap equities. To help ensure that stock selection is the principal source of the potential excess return, we allow only modest deviations in sector weightings relative to the S&P 500 Index, normally ranging within +/-3%. We also are fully invested at all times, with cash limited to no more than 5% of Portfolio value. Q. WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. We expect another positive but choppy year for U.S. equities in 2006, with returns likely in the high single digits. We also continue to believe that stocks will outperform bonds in 2006. Valuation factors remain strongly in favor of equities and a range of indicators suggest that stocks are generally inexpensive, relative to both historical levels and to other asset classes. The one dampener for equities is the current high level of risk appetite, which tends to bring awkward corrections in risk assets. <Table> <Caption> PORTFOLIO COMPOSITION* Financials................................... 21.2% Information Technology....................... 14.0% Consumer Discretionary....................... 13.7% Health Care.................................. 12.9% Industrials.................................. 11.0% Energy....................................... 8.9% Consumer Staples............................. 7.8% Utilities.................................... 3.6% Materials.................................... 3.0% Telecommunication Services................... 2.9% Investments of Cash Collateral for Securities Loaned..................................... 21.9% Short-Term Investment........................ 0.9% <Caption> TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO* General Electric Co. ........................ 4.4% Citigroup, Inc. ............................. 3.9% Exxon Mobil Corp. ........................... 3.1% Microsoft Corp. ............................. 2.4% Altria Group, Inc. .......................... 2.4% Bank of America Corp. ....................... 1.9% Tyco International Ltd. (Bermuda)............ 1.9% AMBAC Financial Group, Inc. ................. 1.8% Coca-Cola Co. (The).......................... 1.7% Viacom, Inc., Class B........................ 1.7% </Table> - -------------------------------------------------------------------------------- * Percentages indicated are based upon net assets as of December 31, 2005. The Portfolio's composition is subject to change. ** The manager seeks to achieve the stated objective. There can be no guarantee it will be achieved. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED TEN YEAR PORTFOLIO PERFORMANCE Value of $10,000 Investment [GRAPH] <Table> <Caption> S&P SUPERCOMPOSITE 1500 DIVERSIFIED EQUITY PORTFOLIO INDEX S&P 500 INDEX ---------------------------- ----------------------- ------------- 12/95 10000 10000 10000 12/96 11875 12446 12296 12/97 15056 16544 16398 12/98 17034 20898.2 21084 12/99 18589 25130.2 25520 12/00 17779 23375.9 23197 12/01 15892 20889.6 20440 12/02 12114 16438.7 15923 12/03 15255 21304.8 20490 12/04 16330 23815.4 22720 12/05 16710 25160.4 23835 </Table> <Table> <Caption> - ------------------------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ------------------------------------------------------------------------------------------------------------------------ INCEPTION DATE 1 YEAR 5 YEAR 10 YEAR - ------------------------------------------------------------------------------------------------------------------------ Diversified Equity Portfolio 03/30/95 2.33% (1.23)% 5.27% - ------------------------------------------------------------------------------------------------------------------------ </Table> SOURCE: LIPPER, INC. THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Diversified Equity Portfolio and the S&P SuperComposite 1500 Index and the S&P 500 Index. The performance of the Portfolio assumes reinvestment of all dividends and does not include a sales charge. The performance of the indices does not include fees and expenses attributed to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The S&P SuperComposite 1500 Index is an index consisting of those stocks making up the S&P 500, S&P MidCap 400 and S&P SmallCap 600 indices representing approximately 87% of the total U.S. equity market capitalization. The S&P 500 Index measures the performance of large companies in the U.S. stock market. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may also reflect the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS (99.0%): COMMON STOCKS (99.0%): Aerospace & Defense (1.3%): 34,870 United Technologies Corp. ................... 1,949,582 ------------ Air Freight & Logistics (1.0%): 14,980 FedEx Corp. ............... 1,548,782 ------------ Auto Components (0.5%): 10,700 Johnson Controls, Inc. (c)...................... 780,137 ------------ Beverages (2.1%): 65,540 Coca-Cola Co. (The)........ 2,641,917 27,470 Coca-Cola Enterprises, Inc. (c)...................... 526,600 ------------ 3,168,517 ------------ Biotechnology (1.7%): 23,112 Amgen, Inc. (a)............ 1,822,612 5,100 Charles River Laboratories International, Inc. (a)...................... 216,087 13,300 MedImmune, Inc. (a) (c).... 465,766 ------------ 2,504,465 ------------ Capital Markets (2.7%): 6,120 Goldman Sachs Group, Inc. (c)...................... 781,585 32,132 Morgan Stanley............. 1,823,170 26,239 State Street Corp. (c)..... 1,454,690 ------------ 4,059,445 ------------ Chemicals (2.8%): 33,770 Air Products & Chemicals, Inc. (c)................. 1,998,846 42,860 Praxair, Inc. (c).......... 2,269,866 ------------ 4,268,712 ------------ Commercial Banks (5.1%): 63,500 Bank of America Corp. (c)...................... 2,930,525 11,830 Compass Bancshares, Inc. (c)...................... 571,271 10,200 Marshall & Ilsley Corp. (c)...................... 439,008 17,329 North Fork Bancorp, Inc. .................... 474,121 48,220 U.S. Bancorp (c)........... 1,441,296 29,858 Wells Fargo & Co. ......... 1,875,978 ------------ 7,732,199 ------------ Communications Equipment (3.5%): 57,000 Corning, Inc. (a).......... 1,120,620 17,320 Juniper Networks, Inc. (a) (c)...................... 386,236 32,781 Motorola, Inc. ............ 740,523 29,800 Nokia OYJ (Finland) ADR (c)...................... 545,340 38,900 QUALCOMM, Inc. ............ 1,675,812 75,000 Tellabs, Inc. (a).......... 817,500 ------------ 5,286,031 ------------ Computers & Peripherals (3.6%): 8,110 Apple Computer, Inc. (a) (c)...................... 583,028 30,969 Dell, Inc. (a)............. 928,760 55,800 EMC Corp. (a).............. 759,996 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Computers & Peripherals, continued: 54,270 Hewlett-Packard Co. ....... 1,553,750 19,052 International Business Machines Corp. .......... 1,566,075 ------------ 5,391,609 ------------ Consumer Finance (1.0%): 55,575 MBNA Corp. ................ 1,508,861 ------------ Diversified Financial Services (5.3%): 17,620 CIT Group, Inc. ........... 912,364 121,834 Citigroup, Inc. (c)........ 5,912,604 36,865 Lazard Ltd., Class A (Bermuda)................ 1,175,993 ------------ 8,000,961 ------------ Diversified Telecommunication Services (2.9%): 52,438 AT&T, Inc. (c)............. 1,284,206 56,738 Sprint Nextel Corp. ....... 1,325,400 57,092 Verizon Communications, Inc. .................... 1,719,611 ------------ 4,329,217 ------------ Electric Utilities (1.9%): 18,200 Consolidated Edison, Inc. .................... 843,206 39,400 Northeast Utilities (c).... 775,786 71,800 Xcel Energy, Inc. (c)...... 1,325,428 ------------ 2,944,420 ------------ Energy Equipment & Services (1.3%): 16,800 Halliburton Co. (c)........ 1,040,928 26,000 Weatherford International Ltd. (a) (c)............. 941,200 ------------ 1,982,128 ------------ Food & Staples Retailing (0.9%): 25,770 Sysco Corp. (c)............ 800,158 13,501 Wal-Mart Stores, Inc. ..... 631,847 ------------ 1,432,005 ------------ Food Products (0.7%): 26,200 Kellogg Co. ............... 1,132,364 ------------ Health Care Equipment & Supplies (2.1%): 6,100 Bausch & Lomb, Inc. ....... 414,190 19,000 Baxter International, Inc. .................... 715,350 14,500 Boston Scientific Corp. (a)...................... 355,105 18,600 Medtronic, Inc. ........... 1,070,802 11,840 St. Jude Medical, Inc. (a)...................... 594,368 ------------ 3,149,815 ------------ Health Care Providers & Services (3.0%): 12,860 Aetna, Inc. ............... 1,212,827 9,340 HCA, Inc. ................. 471,670 11,250 McKesson Corp. ............ 580,387 14,740 Medco Health Solutions, Inc. (a)................. 822,492 18,620 WellPoint, Inc. (a) (c).... 1,485,690 ------------ 4,573,066 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Hotels, Restaurants & Leisure (1.7%): 10,020 Carnival Corp. ............ 535,769 20,100 Hilton Hotels Corp. ....... 484,611 28,830 McDonald's Corp. .......... 972,148 7,900 Starwood Hotels & Resorts Worldwide, Inc. (c)...... 504,494 ------------ 2,497,022 ------------ Household Durables (1.0%): 12,850 Lennar Corp., Class A...... 784,107 8,240 Mohawk Industries, Inc. (a) (c)...................... 716,715 ------------ 1,500,822 ------------ Household Products (1.6%): 42,207 Procter & Gamble Co. ...... 2,442,941 ------------ Industrial Conglomerates (6.8%): 9,204 3M Co. .................... 713,310 189,475 General Electric Co. (c)... 6,641,099 99,405 Tyco International Ltd. (Bermuda)................ 2,868,828 ------------ 10,223,237 ------------ Insurance (5.0%): 34,930 AMBAC Financial Group, Inc. (c)...................... 2,691,706 49,900 Genworth Financial, Inc., Class A (c).............. 1,725,542 13,370 Hartford Financial Services Group, Inc. ............. 1,148,349 28,900 Marsh & McLennan Cos., Inc. .................... 917,864 23,820 Renaissance Re Holdings Ltd. (Bermuda) (c)....... 1,050,700 ------------ 7,534,161 ------------ Internet & Catalog Retail (0.9%): 32,120 eBay, Inc. (a) (c)......... 1,389,190 ------------ IT Services (0.9%): 13,790 Affiliated Computer Services, Inc., Class A (a)...................... 816,092 6,550 Infosys Technologies Ltd. (India) ADR.............. 529,633 ------------ 1,345,725 ------------ Machinery (1.0%): 21,700 Eaton Corp. ............... 1,455,853 ------------ Media (4.0%): 18,870 E.W. Scripps Co., Class A (c)...................... 906,137 17,810 Gannett Co., Inc. (c)...... 1,078,752 91,960 News Corp., Class A........ 1,429,978 78,360 Viacom, Inc., Class B (a)...................... 2,554,536 ------------ 5,969,403 ------------ Metals & Mining (0.2%): 10,234 Alcoa, Inc. ............... 302,619 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Multi-Utilities (1.7%): 22,360 Dominion Resources, Inc. .................... 1,726,192 19,500 SCANA Corp. (c)............ 767,910 ------------ 2,494,102 ------------ Multiline Retail (2.1%): 42,880 Kohl's Corp. (a) (c)....... 2,083,968 18,777 Target Corp. .............. 1,032,172 ------------ 3,116,140 ------------ Oil, Gas & Consumable Fuels (7.6%): 3,200 Anadarko Petroleum Corp. ................... 303,200 9,230 Apache Corp. .............. 632,440 29,170 Chevron Corp. ............. 1,655,981 21,250 ConocoPhillips (c)......... 1,236,325 12,800 EOG Resources, Inc. (c).... 939,136 82,409 Exxon Mobil Corp. ......... 4,628,913 13,760 Occidental Petroleum Corp. (c)...................... 1,099,149 19,700 Valero Energy Corp. (c).... 1,016,520 ------------ 11,511,664 ------------ Pharmaceuticals (6.1%): 5,000 Barr Pharmaceuticals, Inc. (a) (c).................. 311,450 26,940 Eli Lilly & Co. ........... 1,524,535 30,720 Johnson & Johnson.......... 1,846,272 19,400 Merck & Co., Inc. ......... 617,114 76,479 Pfizer, Inc. .............. 1,783,490 13,660 Sepracor, Inc. (a) (c)..... 704,856 53,850 Wyeth...................... 2,480,869 ------------ 9,268,586 ------------ Real Estate (0.7%): 26,300 Host Marriott Corp. REIT (c)...................... 498,385 13,000 Prologis REIT.............. 607,360 ------------ 1,105,745 ------------ Road & Rail (0.9%): 14,450 CSX Corp. (c).............. 733,627 15,200 Norfolk Southern Corp. (c)...................... 681,416 ------------ 1,415,043 ------------ Semiconductors & Semiconductor Equipment (2.7%): 36,330 Altera Corp. (a) (c)....... 673,195 12,300 Broadcom Corp., Class A (a) (c)...................... 579,945 37,527 Intel Corp. ............... 936,674 25,800 Linear Technology Corp. (c)...................... 930,606 12,500 Maxim Integrated Products, Inc. .................... 453,000 53,200 Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan) ADR............. 527,212 ------------ 4,100,632 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Software (3.4%): 140,705 Microsoft Corp. ........... 3,679,436 115,340 Oracle Corp. (a)........... 1,408,301 ------------ 5,087,737 ------------ Specialty Retail (2.5%): 9,900 Abercrombie & Fitch Co. ... 645,282 19,270 Home Depot, Inc. .......... 780,050 17,630 Lowe's Cos., Inc. (c)...... 1,175,216 52,320 Staples, Inc. ............. 1,188,187 ------------ 3,788,735 ------------ Textiles, Apparel & Luxury Goods (1.1%): 14,780 Coach, Inc. (a)............ 492,765 13,460 Nike, Inc., Class B........ 1,168,194 ------------ 1,660,959 ------------ Thrifts & Mortgage Finance (1.3%): 18,040 Countrywide Financial Corp. ................... 616,788 21,691 Freddie Mac................ 1,417,507 ------------ 2,034,295 ------------ Tobacco (2.4%): 48,058 Altria Group, Inc. ........ 3,590,894 ------------ Total Long-Term Investments (Cost $140,218,563) 149,577,821 ------------ SHORT-TERM INVESTMENT (0.9%): INVESTMENT COMPANY (0.9%): 1,362,778 JPMorgan Liquid Assets Money Market Fund (b) (m) (Cost $1,362,778)........ 1,362,778 ------------ INVESTMENTS FOR CASH COLLATERAL FOR SECURITIES LOANED (21.9%): Certificates of Deposit (0.7%): 135,000 Credit Suisse First Boston, FRN, 4.27%, 10/17/06..... 135,000 899,987 Wells Fargo Bank San Francisco, 4.30%, 01/27/06................. 899,987 ------------ 1,034,987 ------------ Corporate Notes (0.8%): 800,000 Bank of America, FRN, 4.31%, 11/07/06.......... 800,000 145,000 CDC Financial Products Inc., FRN, 4.35%, 01/30/06................. 145,000 145,000 Citigroup Global Markets Inc., FRN, 4.32%, 01/06/06................. 145,000 200,564 Links Finance LLC, FRN, 4.29%, 10/06/06.......... 200,564 ------------ 1,290,564 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ INVESTMENTS FOR CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements (20.4%): 4,800,113 Banc of America Securities LLC, 4.26%, dated 12/30/05 due 01/03/06, repurchase price $4,802,386 collateralized by U.S. Government Agency Mortgages................ 4,800,113 6,500,000 Barclays Capital, 4.28%, dated 12/30/05 due 01/03/06, repurchase price $6,503,091, collateralized by U.S. Government Agency Mortgages................ 6,500,000 6,500,000 Lehman Brothers Inc., 4.26%, dated 12/30/05 due 01/03/06, repurchase price $6,503,077, collateralized by U.S. Government Agency Mortgages................ 6,500,000 6,500,000 Morgan Stanley, 4.27%, dated 12/30/05 due 01/03/06, repurchase price $6,503,084, collateralized by U.S. Government Agency Mortgages................ 6,500,000 6,500,000 UBS Securities LLC, 4.26%, dated 12/30/05 due 01/03/06, repurchase price $6,503,077, collateralized by U.S. Government Agency Mortgages................ 6,500,000 ------------ 30,800,113 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $33,125,664) 33,125,664 ------------ TOTAL INVESTMENTS (121.8%): (Cost $174,707,005) 184,066,263 LIABILITIES IN EXCESS OF OTHER ASSETS ((21.8)%): (32,933,508) ------------ NET ASSETS (100.0%): $151,132,755 ============ </Table> - ------------ Percentages indicated are based on net assets. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 8 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 Abbreviations: <Table> (a) Non-income producing security. (b) Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (m) All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. ADR American Depositary Receipt. REIT Real Estate Investment Trust. FRN Floating Rate Note. The rate shown is the rate in effect as of December 31, 2005. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 See notes to financial statements. 9 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $151,903,372 Investments in affiliates, at value......................... 1,362,778 Repurchase agreements, at value............................. 30,800,113 ------------ Total investment securities, at value....................... 184,066,263 Cash........................................................ 4,844 Receivables: Portfolio shares sold..................................... 111,265 Interest and dividends.................................... 269,241 ------------ Total Assets................................................ 184,451,613 ------------ LIABILITIES: Payables: Collateral for securities lending program................. 33,125,664 Portfolio shares redeemed................................. 73,440 Accrued liabilities: Investment advisory fees.................................. 89,798 Administration fees....................................... 17,583 Trustees' fees- deferred compensation plan................ 51 Other..................................................... 12,322 ------------ Total liabilities........................................... 33,318,858 ------------ NET ASSETS.................................................. $151,132,755 ============ NET ASSETS: Paid in capital............................................. $151,517,492 Accumulated undistributed (distributions in excess of) net investment income......................................... 1,254,721 Accumulated net realized gains (losses) from investments.... (10,998,716) Net unrealized appreciation (depreciation) from investments............................................... 9,359,258 ------------ Net Assets.................................................. $151,132,755 ============ OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES)........... 9,892,855 Net asset value, offering and redemption price per share (unlimited amount authorized, no par value)............... $ 15.28 Cost of investments......................................... $174,707,005 Market value of securities on loan.......................... $ 32,254,910 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 10 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME: Dividend income............................................. $2,720,795 Dividend income from affiliates(a).......................... 50,363 Income from securities lending (net)........................ 8,743 ---------- Total investment income..................................... 2,779,901 ---------- EXPENSES: Investment advisory fees.................................... 1,196,215 Administration fees......................................... 237,744 Custodian fees.............................................. 13,726 Interest expense............................................ 4,591 Professional fees........................................... 34,906 Trustees' fees.............................................. 370 Transfer agent fees......................................... 5,068 Other....................................................... 38,271 ---------- Total expenses.............................................. 1,530,891 ---------- Less amounts waived......................................... (9,300) Less earnings credits....................................... (120) ---------- Net expenses............................................ 1,521,471 ---------- Net investment income (loss)................................ 1,258,430 ---------- REALIZED/UNREALIZED GAINS (LOSSES): Net realized gain (loss) on investments..................... 1,289,618 Change in net unrealized appreciation (depreciation) of investments............................................... 528,086 ---------- Net realized/unrealized gains (losses)...................... 1,817,704 ---------- Change in net assets resulting from operations.............. $3,076,134 ========== (a) Includes reimbursements of investment advisory and administration fees....................................... $ 7,230 ---------- </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ------------ ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ 1,258,430 $ 1,655,324 Net realized gain (loss) on investments................... 1,289,618 6,640,650 Change in net unrealized appreciation (depreciation) of investments............................................. 528,086 3,233,137 ------------ ------------ Change in net assets resulting from operations.............. 3,076,134 11,529,111 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: From net investment income................................ (1,655,906) (1,155,483) ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... $ 10,861,692 26,835,851 Dividends reinvested...................................... 1,655,906 1,155,483 Cost of shares redeemed................................... (40,927,944) (21,529,258) ------------ ------------ Change in net assets from capital transactions.............. (28,410,346) 6,462,076 ------------ ------------ NET ASSETS: Change in net assets...................................... (26,990,118) 16,835,704 Beginning of period....................................... 178,122,873 161,287,169 ------------ ------------ End of period............................................. $151,132,755 $178,122,873 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ 1,254,721 $ 1,652,197 ------------ ------------ SHARE TRANSACTIONS: Issued.................................................... 737,627 1,883,528 Reinvested................................................ 114,516 82,299 Redeemed.................................................. (2,773,115) (1,519,191) ------------ ------------ Change in shares............................................ (1,920,972) 446,636 ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 15.08 $ 14.19 $ 11.35 $ 14.89 $ 16.74 -------- -------- -------- -------- -------- INVESTMENT OPERATIONS: Net investment income (loss).......... 0.13 0.14 0.10 0.08 0.07 Net realized and unrealized gains (losses) on investments............. 0.21 0.85 2.82 (3.62) (1.85) -------- -------- -------- -------- -------- Total from investment operations.... 0.34 0.99 2.92 (3.54) (1.78) -------- -------- -------- -------- -------- DISTRIBUTIONS: Net investment income................. (0.14) (0.10) (0.08) -- (0.07) -------- -------- -------- -------- -------- Total distributions................. (0.14) (0.10) (0.08) -- (0.07) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD.......... $ 15.28 $ 15.08 $ 14.19 $ 11.35 $ 14.89 ======== ======== ======== ======== ======== TOTAL RETURN............................ 2.33% 7.05% 25.93% (23.77)% (10.61)% RATIOS/SUPPLEMENTAL DATA: Net assets end of period (000's)........ $151,133 $178,123 $161,287 $116,329 $130,009 RATIOS TO AVERAGE NET ASSETS: Net expenses.......................... 0.94% 0.91% 0.91% 0.92% 0.92% Net investment income (loss).......... 0.78% 1.01% 0.85% 0.68% 0.49% Expenses without waivers, reimbursements and earnings credits............................. 0.95% 0.92% 0.93% 0.93% 0.93% PORTFOLIO TURNOVER RATE................. 74% 84% 32% 18% 24% </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Diversified Equity Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Diversified Equity Portfolio to JPMorgan Investment Trust Diversified Equity Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Listed securities are valued at the last sale price on the exchange on which they are primarily traded. The value of National Market Systems equity securities quoted by the NASDAQ Stock Market shall generally be the NASDAQ Official Closing Price. Unlisted securities are valued at the last sale price provided by an independent pricing agent or principal market maker. Listed securities for which the latest sales prices are not available are valued at the mean of the latest bid and ask price as of the closing of the primary exchange where such securities are normally traded. Fixed income securities with a maturity of 61 days or more held by the Portfolio will be valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Portfolio applies fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless the Portfolio's adviser determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time the Portfolio calculates its net asset value. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 14 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED C. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or instrumentalities (collectively, U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Diversified Equity Portfolio on October 18, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES - --------- ----------- ------------ $4,012 $33,125,664 $32,254,910 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio for any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. D. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. E. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED F. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended ("the Code") applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Internal Revenue Code. G. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. As of December 31, 2005, there were no reclassifications needed within the capital accounts. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee rate of 0.74%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan, provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.18% of the first $250 million of the average daily net assets of the Trust (excluding the Equity Index Portfolio) and 0.14% of the average daily net assets of the Trust in excess of $250 million (excluding the Equity Index Portfolio). JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Portfolio's Sub-administrator. For its services as Sub- administrator, BISYS received a portion of the fees paid to the Administrator. C. DISTRIBUTION FEES Effective May 1, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the "Distributor"), a wholly-owned subsidiary of JPMorgan, began serving as the Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED D. CUSTODIAN FEES JPMCB provides portfolio custody services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. Interest expense paid to the custodian related to cash overdrafts is presented as interest expense in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed 0.95% of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The expense limitation percentage above is in place until at least April 30, 2006. For the year ended December, 2005, the Portfolio's Advisor waived investment advisory fees for the Portfolio in the amount of $9,300. The Advisor does not expect the Portfolio to repay any such waived fees in future years. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, the Portfolio may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not have any brokerage commissions with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES SALES (EXCLUDING (EXCLUDING U.S. GOVERNMENT) U.S. GOVERNMENT) - ---------------- ---------------- $118,657,615 $143,787,416 </Table> 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at December 31, 2005, were as follows: <Table> <Caption> GROSS GROSS NET UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) - ------------ ------------ ------------ -------------- $175,710,710 $13,628,355 $(5,272,802) $8,355,553 </Table> The differences between book and tax basis unrealized appreciation/(depreciation) on investments is primarily attributed to wash sale loss deferrals. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 17 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $1,655,906 $1,655,906 </Table> The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $1,155,483 $1,155,483 </Table> As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows: <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) ------------- --------------- -------------- $1,258,697 $(9,995,011) $8,355,553 </Table> The cumulative timing differences primarily consist of wash sale loss deferrals and deferred compensation. As of December 31, 2005, the Portfolio had net capital loss carryforwards, which are available to offset future realized gains: <Table> <Caption> EXPIRES - ------------------------ 2010 2011 TOTAL ---- ---- ----- $4,512,175 $5,482,836 $9,995,011 </Table> During the year ended December 31, 2005, the Portfolio utilized capital loss carryovers of $1,835,861. 6. BORROWINGS Effective February 19, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds, including the Diversified Equity Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Diversified Equity Portfolio, formerly One Group Investment Trust Diversified Equity Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000- present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003- present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield- Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997- present); Trustee, (investment management) Marion and Washington County, (1990-1998). Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD AS OF DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but not the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> EXPENSES PAID BEGINNING ENDING DURING PERIOD ANNUALIZED ACCOUNT VALUE, ACCOUNT VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO -------------- ----------------- ----------------- ---------- Actual.......................................... $1,000.00 $1,043.70 $4.95 0.96% Hypothetical.................................... $1,000.00 $1,020.37 $4.89 0.96% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolios' management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the "40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF") an affiliate of the Adviser was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded funds managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of the Trust's assets, advised by the Adviser, and that the Portfolio would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Diversified Equity Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. The Trustees considered the evaluation as noted in the Investment Performance section of this report. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees noted that the one and three year performance of the Investment Trust Diversified Equity Portfolio lagged that of its Universe Group. The Trustees and the Chief Compliance Officer noted the Adviser's process to periodically review the Portfolio and address the Portfolio's performance results. The Trustees directed the Adviser to report to them at each quarterly board meeting about the results of such reviews and steps taken to improve performance and actual performance results. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that although the Investment Trust Diversified Equity Portfolio's contractual and net advisory fee rates were higher than the median of its Peer Group and Universe Group, respectively, the fee was considered reasonable recognizing that the total actual expenses were within a reasonable range of the Universe Group. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 JPMORGAN INVESTMENT TRUST DIVERSIFIED EQUITY PORTFOLIO - -------------------------------------------------------------------------------- TAX LETTER (UNAUDITED) Certain tax information for the Portfolio is required to be provided to shareholders based upon the Portfolio's income and distributions for the taxable year ended December 31, 2005. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover. DIVIDENDS RECEIVED DEDUCTIONS (DRD) 100% of ordinary income distributions qualified for the 70% dividend received deduction for corporate shareholders for the Portfolio's fiscal year ended December 31, 2005. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITDE-1205 ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Equity Index Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 3 Schedule of Portfolio Investments .......................... 5 Statement of Assets and Liabilities ........................ 14 Statement of Operations .................................... 15 Statement of Changes in Net Assets ......................... 16 Financial Highlights ....................................... 17 Notes to Financial Statements .............................. 18 Report of Independent Registered Public Accounting Firm .... 24 Trustees ................................................... 25 Officers ................................................... 27 Schedule of Shareholder Expenses ........................... 29 Board Approval of Investment Advisory Agreements ........... 30 Tax Letter ................................................. 33 </Table> HIGHLIGHTS - - The U.S. equity market overcame several challenges. - - FOMC raised rates at a measured pace. - - The outlook for equity markets is somewhat mixed. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Equity Index Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. STOCKS PRODUCE MODEST GAINS The U.S. equity market overcame several challenges during the reporting period, including rising interest rates, surging oil prices, a devastating hurricane season and geopolitical issues. While these factors often overshadowed solid corporate profit growth, the overall market ultimately produced positive returns during the year. As expected, the Federal Open Market Committee (FOMC) continued to raise interest rates at a measured pace in an attempt to control inflation. After five rate hikes in 2004, the FOMC raised rates eight additional times in 2005. All told, short-term rates moved to 4.25% by the end of the period. Despite these actions and the destruction inflicted by the Gulf Coast hurricanes, the U.S. economy continued to expand at a brisk pace in 2005. U.S. gross domestic product (GDP) was 3.8% in the first quarter of the year. Higher oil prices, which surpassed $70 a barrel, were cited as a reason for a fall in GDP to 3.1% in the second quarter of 2005. However, the economy demonstrated its resiliency by expanding 4.1% in the third quarter. While the estimate for fourth-quarter GDP has not yet been released by the U.S. Department of Commerce, another gain cannot be ruled out. MIXED STOCK PERFORMANCE The broad stock market, as measured by the S&P 500 Index, returned 4.91% in the period. While there were hopes for another strong rally in the fourth quarter of the year -- similar to the 12.18% and 9.23% returns in the fourth quarters of 2003 and 2004, respectively -- this did not come to pass in 2005. Concerns over further rate hikes by the FOMC and inflationary pressures tempered the market's gains at the end of the year. Elsewhere during the year, mid-capitalization stocks generated superior returns, with the Russell Midcap Index gaining 12.65%. Large-capitalization stocks outperformed their small-capitalization counterparts in the period, as the Russell 1000 Index at 6.12% outperformed the Russell 2000 Index at 4.55%, respectively. OUTLOOK The outlook for equity markets is somewhat mixed. Positives include a solid economy, relatively lower oil prices and the possibility of the FOMC ending its interest rate hike campaign. On the other hand, corporate profits are expected to decelerate in 2006. In addition, should inflation increase, the FOMC may continue to raise rates. Given these uncertainties, investors should take a long-term approach with investments and maintain a diversified portfolio. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely, /s/ George C.W. Gatch George C.W. Gatch President JPMorgan Funds JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q. HOW DID THE PORTFOLIO PERFORM? A. The JPMorgan Investment Trust Equity Index Portfolio seeks investment results that correspond to the aggregate price and dividend performance in the S&P 500 Index(1). The Portfolio posted a total return of 4.46% for the 12 months ended December 31, 2005, compared to 4.91% for the Portfolio's benchmark, the S&P 500 Index. Q. WHY DID THE PORTFOLIO PERFORM THIS WAY? A. Large-cap U.S. equities were up only modestly for 2005. Although corporate earnings news was positive, concerns about interest rates and the shape of the yield curve weighed on the market. In addition, energy prices increased throughout the year. This was a positive factor for some market sectors but a drag on others. Overall, the mix of positive and negative news resulted in favorable, yet not stellar, returns for the stock market. The best-performing sectors for the year included industrial services, which advanced more than 40%, and health services, with returns of more than 30%. The worst-performing sectors were consumer durables and consumer services, both of which posted returns in the negative low teens. Q. HOW WAS THE PORTFOLIO MANAGED? A. Our primary, ongoing strategies include the replication of benchmark stocks and 100% investment of cash. These strategies promote minimal active risk and minimal cash drag, resulting in a portfolio return that is comparable to that of the S&P 500 Index. During the year, Standard & Poor's transformed its indexes to a full free-float methodology(2), implementing the changes in two increments. The first phase occurred in the first quarter of 2005, and the second happened in the third quarter. Accordingly, we implemented the new methodology in the Portfolio in a timely and efficient way, thereby limiting any negative tracking. Q. WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. Going forward, we will continue to seek returns that closely match those of the benchmark index. We will continue to explore opportunities to trade index changes in a value-added manner. In addition, we will maintain our stringent risk management strategies while seeking to minimize transaction costs. <Table> <Caption> Portfolio Composition* Financials................................... 21.1% Information Technology....................... 15.0% Health Care.................................. 13.3% Industrials.................................. 11.4% Consumer Discretionary....................... 10.6% Consumer Staples............................. 9.5% Energy....................................... 9.2% Utilities.................................... 3.3% Materials.................................... 3.0% Telecommunication Services................... 3.0% Investments of Cash Collateral for Securities Loaned..................................... 7.1% Short-Term Investments....................... 0.7% <Caption> Top Ten Equity Holdings Of The Portfolio* General Electric Co. ........................ 3.3% Exxon Mobil Corp. ........................... 3.1% Citigroup, Inc. ............................. 2.2% Microsoft Corp. ............................. 2.1% Procter & Gamble Co. ........................ 1.7% Bank of America Corp. ....................... 1.6% Johnson & Johnson............................ 1.6% American International Group, Inc. .......... 1.6% Pfizer, Inc. ................................ 1.5% Altria Group, Inc. .......................... 1.4% </Table> - -------------------------------------------------------------------------------- <Table> * Percentages indicated are based upon net assets as of December 31, 2005. The Portfolio's composition is subject to change. (1) The manager seeks to achieve the stated objective. There can be no guarantee it will be achieved. (2) The share counts used in calculating the indexes now reflect only those shares available to investors, not all of a company's outstanding shares. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED LIFE OF PORTFOLIO PERFORMANCE Value of $10,000 Investment [GRAPH] <Table> <Caption> EQUITY INDEX PORTFOLIO S&P 500 INDEX ---------------------- ------------- 5/98 10000.00 10000.00 12/98 11052.00 11283.70 12/99 13385.00 13657.60 12/00 12116.00 12414.10 12/01 10621.00 10938.70 12/02 8233.00 8521.28 12/03 10537.00 10965.50 12/04 11627.00 12158.80 12/05 12145.00 12756.00 </Table> <Table> <Caption> - ------------------------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ------------------------------------------------------------------------------------------------------------------------ INCEPTION DATE 1 YEAR 5 YEAR SINCE INCEPTION - ------------------------------------------------------------------------------------------------------------------------ Equity Index Portfolio 05/01/98 4.46% 0.05% 2.57% - ------------------------------------------------------------------------------------------------------------------------ </Table> SOURCE: LIPPER, INC. THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Equity Index Portfolio and the S&P 500 Index. The performance of the Portfolio assumes reinvestment of all dividends. The performance of the index does not include fees and expenses attributable to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The S&P 500 Index represents the performance of large companies in the U.S. stock market. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may also reflect the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS (99.4%): COMMON STOCKS (99.4%): Aerospace & Defense (2.2%): 9,751 Boeing Co.................. 684,910 2,431 General Dynamics Corp...... 277,256 1,485 Goodrich Corp.............. 61,033 10,179 Honeywell International, Inc...................... 379,168 1,451 L-3 Communications Holdings, Inc. (c)....... 107,882 4,319 Lockheed Martin Corp....... 274,818 4,292 Northrop Grumman Corp...... 257,992 5,396 Raytheon Co................ 216,649 2,087 Rockwell Collins, Inc...... 96,983 12,304 United Technologies Corp..................... 687,917 ------------ 3,044,608 ------------ Air Freight & Logistics (1.0%): 3,660 FedEx Corp................. 378,407 775 Ryder System, Inc. (c)..... 31,791 13,329 United Parcel Service, Inc., Class B (c)........ 1,001,674 ------------ 1,411,872 ------------ Airlines (0.1%): 8,426 Southwest Airlines Co...... 138,439 ------------ Auto Components (0.2%): 740 Cooper Tire & Rubber Co. (c)...................... 11,337 1,816 Dana Corp. (c)............. 13,039 2,130 Goodyear Tire & Rubber Co. (The) (a) (c)............ 37,019 2,331 Johnson Controls, Inc...... 169,953 ------------ 231,348 ------------ Automobiles (0.4%): 22,436 Ford Motor Co. (c)......... 173,206 6,831 General Motors Corp. (c)... 132,658 3,317 Harley-Davidson, Inc. (c)...................... 170,792 ------------ 476,656 ------------ Beverages (2.1%): 9,377 Anheuser-Busch Cos., Inc...................... 402,836 1,003 Brown-Forman Corp., Class B........................ 69,528 25,001 Coca-Cola Co. (The)........ 1,007,790 3,661 Coca-Cola Enterprises, Inc...................... 70,182 2,376 Constellation Brands, Inc., Class A (a).............. 62,323 682 Molson Coors Brewing Co., Class B.................. 45,687 1,656 Pepsi Bottling Group, Inc...................... 47,378 20,041 PepsiCo, Inc............... 1,184,022 ------------ 2,889,746 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Biotechnology (1.5%): 14,909 Amgen, Inc. (a)............ 1,175,724 2,270 Applera Corp.--Applied Biosystems Group (c)..... 60,291 4,099 Biogen Idec, Inc. (a)...... 185,808 1,321 Chiron Corp. (a)........... 58,732 3,119 Genzyme Corp. (a).......... 220,763 5,531 Gilead Sciences, Inc. (a)...................... 291,096 2,972 MedImmune, Inc. (a)........ 104,079 ------------ 2,096,493 ------------ Building Products (0.2%): 2,208 American Standard Cos., Inc...................... 88,209 5,119 Masco Corp................. 154,543 ------------ 242,752 ------------ Capital Markets (3.1%): 9,303 Bank of New York Co., Inc. (The).................... 296,301 1,369 Bear Stearns Cos., Inc. (The).................... 158,161 12,460 Charles Schwab Corp. (The).................... 182,788 4,941 E*Trade Financial Corp. (a)...................... 103,069 1,023 Federated Investors, Inc., Class B (c).............. 37,892 1,793 Franklin Resources, Inc.... 168,560 5,445 Goldman Sachs Group, Inc...................... 695,381 2,605 Janus Capital Group, Inc. (c)...................... 48,531 3,236 Lehman Brothers Holdings, Inc...................... 414,758 5,050 Mellon Financial Corp...... 172,962 11,100 Merrill Lynch & Co., Inc...................... 751,803 13,020 Morgan Stanley............. 738,755 2,241 Northern Trust Corp........ 116,129 3,961 State Street Corp.......... 219,598 1,579 T. Rowe Price Group, Inc...................... 113,735 ------------ 4,218,423 ------------ Chemicals (1.6%): 2,680 Air Products & Chemicals, Inc...................... 158,629 867 Ashland, Inc............... 50,199 11,657 Dow Chemical Co. (The) (c)...................... 510,810 984 Eastman Chemical Co........ 50,765 2,226 Ecolab, Inc................ 80,737 11,105 El Du Pont de Nemours & Co....................... 471,963 1,448 Engelhard Corp............. 43,657 1,362 Hercules, Inc. (a) (c)..... 15,391 976 International Flavors & Fragrances, Inc.......... 32,696 3,243 Monsanto Co................ 251,430 2,017 PPG Industries, Inc........ 116,784 3,893 Praxair, Inc............... 206,173 1,740 Rohm & Haas Co............. 84,251 812 Sigma-Aldrich Corp......... 51,391 ------------ 2,124,876 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Commercial Banks (5.8%): 4,210 AmSouth Bancorp (c)........ 110,344 48,508 Bank of America Corp....... 2,238,644 6,550 BB&T Corp.................. 274,511 1,996 Comerica, Inc.............. 113,293 1,504 Compass Bancshares, Inc.... 72,628 6,702 Fifth Third Bancorp........ 252,799 1,522 First Horizon National Corp. (c)................ 58,506 2,756 Huntington Bancshares, Inc...................... 65,455 4,926 Keycorp.................... 162,213 964 M&T Bank Corp.............. 105,124 2,526 Marshall & Ilsley Corp..... 108,719 6,657 National City Corp. (c).... 223,475 5,746 North Fork Bancorp, Inc.... 157,211 3,530 PNC Financial Services Group, Inc............... 218,260 5,531 Regions Financial Corp. (c)...................... 188,939 4,365 SunTrust Banks, Inc........ 317,597 3,772 Synovus Financial Corp..... 101,882 21,939 U.S. Bancorp............... 655,757 18,764 Wachovia Corp.............. 991,865 6,665 Waste Management, Inc...... 202,283 20,198 Wells Fargo & Co........... 1,269,040 1,261 Zions Bancorp.............. 95,281 ------------ 7,983,826 ------------ Commercial Services & Supplies (0.7%): 2,636 Allied Waste Industries, Inc. (a) (c)............. 23,039 1,758 Apollo Group, Inc., Class A (a)...................... 106,289 1,334 Avery Dennison Corp........ 73,730 12,373 Cendant Corp............... 213,434 1,663 Cintas Corp................ 68,482 1,569 Equifax, Inc............... 59,654 3,957 H&R Block, Inc............. 97,144 1,487 Monster Worldwide, Inc. (a)...................... 60,699 2,755 Pitney Bowes, Inc.......... 116,399 2,625 R.R. Donnelley & Sons Co....................... 89,801 2,057 Robert Half International, Inc...................... 77,940 ------------ 986,611 ------------ Communications Equipment (2.7%): 1,407 ADC Telecommunications, Inc. (a) (c)............. 31,432 1,963 Andrew Corp. (a) (c)....... 21,063 5,058 Avaya, Inc. (a)............ 53,969 6,982 CIENA Corp.(a) (c)......... 20,737 74,193 Cisco Systems, Inc. (a).... 1,270,184 2,440 Comverse Technology, Inc. (a)...................... 64,880 18,407 Corning, Inc. (a).......... 361,882 19,957 JDS Uniphase Corp. (a) (c)...................... 47,098 53,687 Lucent Technologies, Inc. (a) (c).................. 142,807 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Communications Equipment, continued: 30,085 Motorola, Inc.............. 679,620 19,859 QUALCOMM, Inc.............. 855,526 1,855 Scientific-Atlanta, Inc.... 79,895 5,417 Tellabs, Inc. (a).......... 59,045 ------------ 3,688,138 ------------ Computers & Peripherals (3.7%): 10,179 Apple Computer, Inc. (a)... 731,768 28,427 Dell, Inc. (a)............. 852,526 28,876 EMC Corp. (a).............. 393,291 3,198 Gateway, Inc. (a) (c)...... 8,027 34,605 Hewlett-Packard Co......... 990,741 19,078 International Business Machines Corp............ 1,568,211 1,402 Lexmark International, Inc., Class A (a)........ 62,852 2,217 NCR Corp. (a).............. 75,245 4,494 Network Appliance, Inc. (a)...................... 121,338 972 QLogic Corp. (a)........... 31,600 41,240 Sun Microsystems, Inc. (a)...................... 172,796 ------------ 5,008,395 ------------ Construction & Engineering (0.1%): 1,049 Fluor Corp................. 81,046 ------------ Construction Materials (0.1%): 1,230 Vulcan Materials Co. (c)... 83,332 ------------ Consumer Finance (1.3%): 14,998 American Express Co........ 771,797 3,618 Capital One Financial Corp..................... 312,595 15,159 MBNA Corp.................. 411,567 5,041 SLM Corp................... 277,709 ------------ 1,773,668 ------------ Containers & Packaging (0.2%): 1,257 Ball Corp.................. 49,928 1,272 Bemis Co. (c).............. 35,451 1,730 Pactiv Corp. (a)........... 38,060 983 Sealed Air Corp. (a) (c)... 55,215 1,356 Temple-Inland, Inc......... 60,816 ------------ 239,470 ------------ Distributors (0.1%): 2,096 Genuine Parts Co........... 92,056 ------------ Diversified Financial Services (3.8%): 2,971 Ameriprise Financial, Inc...................... 121,811 2,413 CIT Group, Inc............. 124,945 61,105 Citigroup, Inc............. 2,965,426 42,264 JPMorgan Chase & Co. (d)... 1,677,458 2,997 Moody's Corp............... 184,076 3,384 Principal Financial Group.................... 160,503 ------------ 5,234,219 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Diversified Telecommunication Services (2.6%): 4,625 Alltel Corp................ 291,837 47,184 AT&T, Inc.................. 1,155,536 1,582 CenturyTel, Inc............ 52,459 4,033 Citizens Communications Co....................... 49,324 18,646 Qwest Communications International, Inc. (a) (c)...................... 105,350 35,685 Sprint Nextel Corp......... 833,602 33,397 Verizon Communications, Inc...................... 1,005,918 ------------ 3,494,026 ------------ Electric Utilities (2.2%): 1,967 Allegheny Energy, Inc. (a) (c)...................... 62,256 2,467 Ameren Corp. (c)........... 126,409 4,755 American Electric Power Co., Inc................. 176,363 2,409 Cinergy Corp............... 102,286 2,959 Consolidated Edison, Inc. (c)...................... 137,090 2,148 DTE Energy Co. (c)......... 92,772 3,935 Edison International....... 171,605 2,506 Entergy Corp............... 172,037 8,059 Exelon Corp................ 428,255 3,984 FirstEnergy Corp........... 195,176 4,769 FPL Group, Inc............. 198,200 4,144 PG&E Corp.................. 153,825 1,196 Pinnacle West Capital Corp..................... 49,455 4,591 PPL Corp................... 134,975 3,040 Progress Energy, Inc. (c)...................... 133,517 8,956 Southern Co. (The)......... 309,251 2,514 TECO Energy, Inc. (c)...... 43,191 5,832 TXU Corp................... 292,708 4,867 Xcel Energy, Inc. (c)...... 89,845 ------------ 3,069,216 ------------ Electrical Equipment (0.5%): 2,076 American Power Conversion Corp..................... 45,672 1,107 Cooper Industries Ltd. (Bermuda), Class A....... 80,811 4,962 Emerson Electric Co........ 370,662 2,164 Rockwell Automation, Inc...................... 128,022 ------------ 625,167 ------------ Electronic Equipment & Instruments (0.3%): 4,965 Agilent Technologies, Inc. (a)...................... 165,285 2,101 Jabil Circuit, Inc. (a).... 77,926 1,734 Molex, Inc. (c)............ 44,997 6,348 Sanmina-SCI Corp. (a)...... 27,043 11,036 Solectron Corp. (a)........ 40,392 3,031 Symbol Technologies, Inc...................... 38,857 1,007 Tektronix, Inc............. 28,407 ------------ 422,907 ------------ Energy Equipment & Services (1.7%): 4,129 Baker Hughes, Inc.......... 250,961 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Energy Equipment & Services, continued: 3,893 BJ Services Co............. 142,756 6,194 Halliburton Co............. 383,780 1,909 Nabors Industries Ltd. (Bermuda) (a) (c)........ 144,607 2,105 National Oilwell Varco, Inc. (a)................. 131,983 1,654 Noble Corp. (Cayman Islands) (c)............. 116,673 1,320 Rowan Cos., Inc............ 47,045 7,115 Schlumberger Ltd. (Netherlands)............ 691,222 3,987 Transocean, Inc. (a)....... 277,854 4,199 Weatherford International Ltd. (a)................. 152,004 ------------ 2,338,885 ------------ Food & Staples Retailing (2.4%): 4,454 Albertson's, Inc........... 95,093 5,702 Costco Wholesale Corp...... 282,078 9,834 CVS Corp................... 259,814 8,755 Kroger Co. (The) (a)....... 165,294 5,427 Safeway, Inc............... 128,403 1,645 Supervalu, Inc. (c)........ 53,430 7,492 Sysco Corp................. 232,627 30,173 Wal-Mart Stores, Inc....... 1,412,096 12,224 Walgreen Co................ 541,034 1,663 Whole Foods Market, Inc. .................... 128,700 ------------ 3,298,569 ------------ Food Products (1.0%): 7,890 Archer-Daniels-Midland Co....................... 194,567 2,248 Campbell Soup Co........... 66,923 6,267 ConAgra Foods, Inc......... 127,095 4,291 General Mills, Inc......... 211,632 2,187 Hershey Foods Corp......... 120,832 4,042 HJ Heinz Co................ 136,296 3,102 Kellogg Co................. 134,068 1,617 McCormick & Co., Inc. (Non- Voting).................. 49,998 9,174 Sara Lee Corp.............. 173,389 3,040 Tyson Foods, Inc., Class A (c)...................... 51,984 2,167 Wm. Wrigley Jr. Co. (c).... 144,084 ------------ 1,410,868 ------------ Gas Utilities (0.1%): 2,106 KeySpan Corp............... 75,163 534 Nicor, Inc. (c)............ 20,992 3,293 NiSource, Inc. (c)......... 68,692 461 Peoples Energy Corp. (c)... 16,167 ------------ 181,014 ------------ Health Care Equipment & Supplies (2.2%): 649 Bausch & Lomb, Inc......... 44,067 7,532 Baxter International, Inc...................... 283,580 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 8 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Health Care Equipment & Supplies, continued: 3,044 Becton, Dickinson & Co..... 182,883 3,008 Biomet, Inc. (c)........... 110,002 7,127 Boston Scientific Corp. (a)...................... 174,540 1,267 C.R. Bard, Inc............. 83,521 1,481 Fisher Scientific International, Inc. (a) (c)...................... 91,615 4,008 Guidant Corp............... 259,518 1,943 Hospira, Inc. (a).......... 83,121 14,610 Medtronic, Inc............. 841,098 629 Millipore Corp. (a) (c).... 41,539 1,670 Patterson Cos., Inc. (a) (c)...................... 55,778 1,580 PerkinElmer, Inc........... 37,225 4,428 St. Jude Medical, Inc. (a)...................... 222,286 3,522 Stryker Corp............... 156,482 1,959 Thermo Electron Corp. (a)...................... 59,025 1,337 Waters Corp. (a)........... 50,539 2,993 Zimmer Holdings, Inc. (a)...................... 201,848 ------------ 2,978,667 ------------ Health Care Providers & Services (3.2%): 3,455 Aetna, Inc................. 325,841 2,518 AmerisourceBergen Corp..... 104,245 5,172 Cardinal Health, Inc....... 355,575 5,432 Caremark Rx, Inc. (a)...... 281,323 1,519 Cigna Corp................. 169,672 1,962 Coventry Health Care, Inc. (a)...................... 111,756 1,759 Express Scripts, Inc. (a)...................... 147,404 5,120 HCA, Inc................... 258,560 2,985 Health Management Associates, Inc., Class A........................ 65,551 1,966 Humana, Inc. (a)........... 106,813 2,798 IMS Health, Inc............ 69,726 1,605 Laboratory Corp. of America Holdings (a)............. 86,429 956 Manor Care, Inc. (c)....... 38,020 3,716 McKesson Corp.............. 191,709 3,715 Medco Health Solutions, Inc. (a)................. 207,297 2,002 Quest Diagnostics, Inc..... 103,063 5,670 Tenet Healthcare Corp. (a) (c)...................... 43,432 16,488 UnitedHealth Group, Inc.... 1,024,565 7,970 WellPoint, Inc. (a)........ 635,926 ------------ 4,326,907 ------------ Hotels, Restaurants & Leisure (1.5%): 5,233 Carnival Corp. (c)......... 279,809 1,582 Darden Restaurants, Inc.... 61,508 2,220 Harrah's Entertainment, Inc...................... 158,264 3,963 Hilton Hotels Corp......... 95,548 4,070 International Game Technology............... 125,275 1,988 Marriott International, Inc., Class A............ 133,136 15,202 McDonald's Corp. (c)....... 512,611 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Hotels, Restaurants & Leisure, continued: 9,282 Starbucks Corp. (a)........ 278,553 2,648 Starwood Hotels & Resorts Worldwide, Inc........... 169,101 1,404 Wendy's International, Inc...................... 77,585 3,419 Yum! Brands, Inc........... 160,283 ------------ 2,051,673 ------------ Household Durables (0.7%): 947 Black & Decker Corp........ 82,351 1,543 Centex Corp. (c)........... 110,309 3,288 D.R. Horton, Inc........... 117,480 1,765 Fortune Brands, Inc........ 137,705 946 KB Home (c)................ 68,736 2,222 Leggett & Platt, Inc....... 51,017 1,659 Lennar Corp., Class A...... 101,232 968 Maytag Corp................ 18,218 3,328 Newell Rubbermaid, Inc. (c)...................... 79,140 2,591 Pulte Homes, Inc........... 101,982 700 Snap-On, Inc. (c).......... 26,292 878 Stanley Works (The)........ 42,179 815 Whirlpool Corp............. 68,265 ------------ 1,004,906 ------------ Household Products (2.3%): 1,820 Clorox Co.................. 103,540 6,257 Colgate-Palmolive Co....... 343,196 5,643 Kimberly-Clark Corp........ 336,605 40,232 Procter & Gamble Co........ 2,328,628 ------------ 3,111,969 ------------ Independent Power Producers & Energy Traders (0.2%): 11,204 Duke Energy Corp. (c)...... 307,550 ------------ Industrial Conglomerates (4.4%): 9,179 3M Co...................... 711,373 127,624 General Electric Co........ 4,473,221 1,599 Textron, Inc............... 123,091 24,315 Tyco International Ltd. (Bermuda)................ 701,731 ------------ 6,009,416 ------------ Insurance (4.9%): 3,893 ACE Ltd. (Cayman Islands)................. 208,042 6,044 Aflac, Inc................. 280,562 7,835 Allstate Corp. (The)....... 423,638 968 AMBAC Financial Group, Inc...................... 74,594 31,351 American International Group, Inc............... 2,139,079 3,865 AON Corp................... 138,947 2,415 Chubb Corp................. 235,825 2,110 Cincinnati Financial Corp. (c)...................... 94,275 4,549 Genworth Financial, Inc., Class A.................. 157,304 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 9 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Insurance, continued: 3,628 Hartford Financial Services Group, Inc............... 311,609 1,619 Jefferson-Pilot Corp....... 92,170 2,093 Lincoln National Corp...... 110,992 1,638 Loews Corp................. 155,364 6,579 Marsh & McLennan Cos., Inc...................... 208,949 1,619 MBIA, Inc. (c)............. 97,399 9,147 MetLife, Inc............... 448,203 2,382 Progressive Corp. (The).... 278,170 6,100 Prudential Financial, Inc...................... 446,459 1,492 Safeco Corp................ 84,298 8,364 St. Paul Travelers Cos., Inc. (The)............... 373,620 1,253 Torchmark Corp............. 69,667 3,599 UnumProvident Corp. (c).... 81,877 2,106 XL Capital Ltd. (Cayman Islands), Class A........ 141,902 ------------ 6,652,945 ------------ Internet & Catalog Retail (0.6%): 3,705 Amazon.com, Inc. (a)....... 174,691 13,804 eBay, Inc. (a)............. 597,023 ------------ 771,714 ------------ Internet Software & Services (0.4%): 15,251 Yahoo!, Inc. (a)........... 597,534 ------------ Investment Company (0.0%):(g) 160 S&P 500 Depositary Receipts (c)...................... 19,922 ------------ IT Services (1.0%): 1,501 Affiliated Computer Services, Inc., Class A (a)...................... 88,829 6,964 Automatic Data Processing, Inc...................... 319,578 2,235 Computer Sciences Corp. (a)...................... 113,181 1,691 Convergys Corp. (a)........ 26,802 6,300 Electronic Data Systems Corp..................... 151,452 9,229 First Data Corp............ 396,939 2,228 Fiserv, Inc. (a)........... 96,406 4,028 Paychex, Inc............... 153,548 1,585 Sabre Holdings Corp., Class A........................ 38,214 4,123 Unisys Corp. (a)........... 24,037 ------------ 1,408,986 ------------ Leisure Equipment & Products (0.2%): 1,165 Brunswick Corp. (c)........ 47,369 3,469 Eastman Kodak Co. (c)...... 81,174 2,154 Hasbro, Inc................ 43,468 4,878 Mattel, Inc................ 77,170 ------------ 249,181 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Machinery (1.4%): 8,216 Caterpillar, Inc........... 474,638 566 Cummins, Inc. (c).......... 50,787 2,866 Danaher Corp............... 159,866 2,913 Deere & Co................. 198,405 2,448 Dover Corp. (c)............ 99,120 1,788 Eaton Corp................. 119,957 2,473 Illinois Tool Works, Inc...................... 217,599 3,996 Ingersoll-Rand Co., Ltd. (Bermuda), Class A....... 161,319 1,115 ITT Industries, Inc........ 114,644 745 Navistar International Corp. (a) (c)............ 21,322 2,045 PACCAR, Inc. (c)........... 141,575 1,505 Pall Corp. (c)............. 40,424 1,446 Parker-Hannifin Corp....... 95,378 ------------ 1,895,034 ------------ Media (3.3%): 6,529 Clear Channel Communications, Inc. (c)...................... 205,337 26,229 Comcast Corp., Class A (a)...................... 680,905 713 Dow Jones & Co., Inc. (c)...................... 25,304 1,029 E.W. Scripps Co., Class A........................ 49,413 2,897 Gannett Co., Inc........... 175,471 5,200 Interpublic Group of Cos., Inc. (a) (c)............. 50,180 838 Knight Ridder, Inc. (c).... 53,045 4,528 McGraw-Hill Cos., Inc. (The).................... 233,781 506 Meredith Corp.............. 26,484 1,753 New York Times Co., Class A (c)...................... 46,367 29,390 News Corp., Class A........ 457,015 2,178 Omnicom Group, Inc......... 185,413 56,317 Time Warner, Inc........... 982,168 3,162 Tribune Co................. 95,682 2,701 Univision Communications, Inc., Class A (a)........ 79,382 18,666 Viacom, Inc., Class B (a)...................... 608,512 23,234 Walt Disney Co............. 556,919 ------------ 4,511,378 ------------ Metals & Mining (0.8%): 10,511 Alcoa, Inc................. 310,810 1,027 Allegheny Technologies, Inc...................... 37,054 2,223 Freeport-McMoRan Copper & Gold, Inc., Class B...... 119,597 5,397 Newmont Mining Corp........ 288,200 1,880 Nucor Corp................. 125,434 1,227 Phelps Dodge Corp. (c)..... 176,529 1,370 United States Steel Corp. (c)...................... 65,856 ------------ 1,123,480 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 10 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Multi-Utilities (0.7%): 7,890 AES Corp. (The) (a)........ 124,899 3,745 CenterPoint Energy, Inc. (c)...................... 48,123 2,659 CMS Energy Corp. (a) (c)... 38,582 2,156 Constellation Energy Group, Inc...................... 124,186 4,195 Dominion Resources, Inc.... 323,854 3,638 Dynegy, Inc., Class A (a) (c)...................... 17,608 3,028 Public Service Enterprise Group, Inc............... 196,729 3,105 Sempra Energy.............. 139,228 ------------ 1,013,209 ------------ Multiline Retail (1.1%): 1,376 Big Lots, Inc. (a) (c)..... 16,526 744 Dillards, Inc., Class A (c)...................... 18,466 3,825 Dollar General Corp........ 72,943 1,875 Family Dollar Stores, Inc. (c)...................... 46,481 3,288 Federated Department Stores, Inc.............. 218,093 2,805 J.C. Penney Co., Inc....... 155,958 4,164 Kohl's Corp. (a)........... 202,370 2,640 Nordstrom, Inc............. 98,736 1,205 Sears Holdings Corp. (a) (c)...................... 139,214 10,619 Target Corp................ 583,726 ------------ 1,552,513 ------------ Office Electronics (0.1%): 11,601 Xerox Corp. (a)............ 169,955 ------------ Oil, Gas & Consumable Fuels (7.5%): 966 Amerada Hess Corp. (c)..... 122,508 2,865 Anadarko Petroleum Corp.... 271,459 3,977 Apache Corp................ 272,504 4,566 Burlington Resources, Inc...................... 393,589 27,116 Chevron Corp............... 1,539,375 16,760 ConocoPhillips............. 975,097 5,366 Devon Energy Corp.......... 335,590 7,964 El Paso Corp. (c).......... 96,842 2,918 EOG Resources, Inc......... 214,094 75,157 Exxon Mobil Corp........... 4,221,569 1,401 Kerr-McGee Corp............ 127,295 1,271 Kinder Morgan, Inc......... 116,868 4,427 Marathon Oil Corp.......... 269,914 1,994 Murphy Oil Corp............ 107,656 4,856 Occidental Petroleum Corp..................... 387,897 1,644 Sunoco, Inc................ 128,857 7,448 Valero Energy Corp......... 384,317 6,921 Williams Cos., Inc......... 160,359 4,387 XTO Energy, Inc............ 192,765 ------------ 10,318,555 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Paper & Forest Products (0.4%): 5,924 International Paper Co..... 199,105 1,278 Louisiana-Pacific Corp. (c)...................... 35,107 2,192 MeadWestvaco Corp.......... 61,442 2,938 Weyerhaeuser Co. (c)....... 194,907 ------------ 490,561 ------------ Personal Products (0.1%): 912 Alberto-Culver Co.......... 41,724 5,537 Avon Products, Inc......... 158,081 ------------ 199,805 ------------ Pharmaceuticals (6.4%): 18,737 Abbott Laboratories........ 738,800 1,590 Allergan, Inc. (c)......... 171,657 23,632 Bristol-Myers Squibb Co.... 543,063 13,729 Eli Lilly & Co............. 776,924 4,080 Forest Laboratories, Inc. (a)...................... 165,975 35,933 Johnson & Johnson.......... 2,159,573 2,920 King Pharmaceuticals, Inc. (a)...................... 49,406 26,411 Merck & Co., Inc........... 840,134 2,641 Mylan Laboratories, Inc.... 52,714 89,036 Pfizer, Inc................ 2,076,320 17,851 Schering-Plough Corp....... 372,193 1,225 Watson Pharmaceuticals, Inc. (a)................. 39,825 16,212 Wyeth...................... 746,887 ------------ 8,733,471 ------------ Real Estate (0.7%): 1,156 Apartment Investment & Management Co. REIT (c)...................... 43,778 2,561 Archstone-Smith Trust REIT (c)...................... 107,280 4,906 Equity Office Properties Trust, REIT.............. 148,799 3,481 Equity Residential REIT.... 136,177 2,223 Plum Creek Timber Co., Inc. REIT..................... 80,139 2,941 Prologis REIT.............. 137,404 999 Public Storage, Inc. REIT (c)...................... 67,652 2,252 Simon Property Group, Inc. REIT (c)................. 172,571 1,426 Vornado Realty Trust REIT (c)...................... 119,028 ------------ 1,012,828 ------------ Road & Rail (0.7%): 4,510 Burlington Northern Santa Fe Corp.................. 319,398 2,624 CSX Corp................... 133,221 4,909 Norfolk Southern Corp...... 220,070 3,200 Union Pacific Corp......... 257,632 ------------ 930,321 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Semiconductors & Semiconductor Equipment (3.2%): 4,881 Advanced Micro Devices, Inc. (a) (c)............. 149,359 4,378 Altera Corp. (a)........... 81,124 4,431 Analog Devices, Inc........ 158,940 19,597 Applied Materials, Inc..... 351,570 3,609 Applied Micro Circuits Corp. (a)................ 9,275 3,493 Broadcom Corp., Class A (a)...................... 164,695 4,957 Freescale Semiconductor, Inc., Class B (a)........ 124,768 72,821 Intel Corp................. 1,817,612 2,385 KLA-Tencor Corp............ 117,652 3,681 Linear Technology Corp..... 132,774 4,732 LSI Logic Corp. (a)........ 37,856 3,959 Maxim Integrated Products, Inc...................... 143,474 7,464 Micron Technology, Inc. (a)...................... 99,346 4,151 National Semiconductor Corp..................... 107,843 1,611 Novellus Systems, Inc. (a) (c)...................... 38,857 2,068 Nvidia Corp. (a)........... 75,606 2,213 PMC-Sierra, Inc. (a) (c)... 17,062 2,378 Teradyne, Inc. (a)......... 34,648 19,544 Texas Instruments, Inc..... 626,776 4,209 Xilinx, Inc................ 106,109 ------------ 4,395,346 ------------ Software (3.5%): 7,262 Adobe Systems, Inc......... 268,403 2,788 Autodesk, Inc.............. 119,745 2,613 BMC Software, Inc. (a)..... 53,540 2,130 Citrix Systems, Inc. (a)... 61,301 5,542 Computer Associates International, Inc. (c)...................... 156,229 4,680 Compuware Corp. (a)........ 41,980 3,631 Electronic Arts, Inc. (a)...................... 189,938 2,137 Intuit, Inc. (a)........... 113,902 1,046 Mercury Interactive Corp. (a) (c).................. 29,068 110,572 Microsoft Corp............. 2,891,458 4,614 Novell, Inc. (a) (c)....... 40,742 45,425 Oracle Corp. (a)........... 554,639 3,290 Parametric Technology Corp. (a)...................... 20,069 6,391 Siebel Systems, Inc........ 67,617 13,063 Symantec Corp. (a)......... 228,602 ------------ 4,837,233 ------------ Specialty Retail (2.2%): 2,187 AutoNation, Inc. (a) (c)... 47,523 667 AutoZone, Inc. (a)......... 61,197 3,586 Bed Bath & Beyond, Inc. (a)...................... 129,634 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Specialty Retail, continued: 4,937 Best Buy Co., Inc.......... 214,661 1,892 Circuit City Stores, Inc...................... 42,740 6,932 Gap, Inc. (The)............ 122,280 25,658 Home Depot, Inc............ 1,038,636 4,206 Limited Brands, Inc........ 94,004 9,444 Lowe's Cos., Inc........... 629,537 3,730 Office Depot, Inc. (a)..... 117,122 855 OfficeMax, Inc............. 21,683 1,626 RadioShack Corp. (c)....... 34,195 1,356 Sherwin-Williams Co. (The).................... 61,590 8,834 Staples, Inc............... 200,620 1,718 Tiffany & Co............... 65,782 5,564 TJX Cos., Inc.............. 129,252 ------------ 3,010,456 ------------ Textiles, Apparel & Luxury Goods (0.4%): 4,591 Coach, Inc. (a)............ 153,064 1,411 Jones Apparel Group, Inc. (c)...................... 43,346 1,288 Liz Claiborne, Inc......... 46,136 2,296 Nike, Inc., Class B........ 199,270 636 Reebok International Ltd...................... 37,034 1,074 V.F. Corp.................. 59,435 ------------ 538,285 ------------ Thrifts & Mortgage Finance (1.6%): 7,213 Countrywide Financial Corp..................... 246,612 11,691 Fannie Mae................. 570,638 8,346 Freddie Mac................ 545,411 3,078 Golden West Financial Corp..................... 203,148 1,096 MGIC Investment Corp....... 72,139 4,314 Sovereign Bancorp, Inc..... 93,269 11,919 Washington Mutual, Inc..... 518,476 ------------ 2,249,693 ------------ Tobacco (1.5%): 25,152 Altria Group, Inc.......... 1,879,357 1,033 Reynolds American, Inc. (c)...................... 98,476 1,976 UST, Inc. (c).............. 80,680 ------------ 2,058,513 ------------ Trading Companies & Distributors (0.1%): 918 Grainger (W.W.), Inc....... 65,270 ------------ Wireless Telecommunication Services (0.4%): 22,087 BellSouth Corp. (c)........ 598,558 ------------ Total Common Stocks (Cost $133,362,782) 136,082,460 ------------ SHORT-TERM INVESTMENTS (0.7%): INVESTMENT COMPANY (0.6%): 832,608 JPMorgan Liquid Assets Money Market Fund (b)(m)................... 832,608 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ SHORT-TERM INVESTMENTS, CONTINUED: U.S. TREASURY BILLS (0.1%): 30,000 U.S. Treasury Bills, 3.83%, 01/26/2006 (k) (n)....... 29,925 30,000 U.S. Treasury Bills, 3.92%, 02/09/2006 (k) (n)....... 29,882 35,000 U.S. Treasury Bills, 3.81%, 02/23/2006 (k) (n)....... 34,811 ------------ 94,618 ------------ Total Short-Term Investments (Cost $927,208) 927,226 ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED (7.1%): Certificates of Deposit (0.4%): 485,000 Credit Suisse First Boston, FRN, 4.27%, 10/17/06..... 485,000 ------------ Commercial Paper (0.3%): 400,000 Morgan Stanley, FRN, 4.33%, 04/17/06.......... 400,000 ------------ Corporate Notes (1.2%): 300,000 Bank of America, FRN, 4.31%, 11/07/06.......... 300,000 37,544 CC USA, Inc., FRN, 4.42%, 02/17/06.......... 37,544 450,000 CDC Financial Products, Inc., FRN, 4.35%, 01/30/06.......... 450,000 400,000 Citigroup Global Markets Holding, Inc., FRN, 4.32%, 01/06/06.......... 400,000 37,551 Citigroup Global Markets Holding, Inc., FRN, 4.59%, 12/12/06.......... 37,551 350,986 Links Finance LLC, FRN, 4.29%, 10/06/06.......... 350,986 56,327 MBIA Global Funding LLC, FRN, 4.48%, 01/26/07.......... 56,327 56,318 Sigma Finance, Inc., FRN, 4.41%, 02/27/06.......... 56,318 ------------ 1,688,726 ------------ Repurchase Agreements (5.2%): 639,940 Banc of America Securities LLC, 4.26%, dated 12/30/05 due 01/03/06, repurchase price $640,243 collateralized by U.S. Government Agency Mortgages................ 639,940 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 2,000,000 Barclays Capital, 4.28%, dated 12/30/05 due 01/03/06, repurchase price $2,000,951, collateralized Government Agency Mortgages......... 2,000,000 1,500,000 Lehman Brothers Inc., 4.26%, dated 12/30/05 due 01/03/06, repurchase price $1,500,710, collateralized, by U.S. Government Agency Mortgages................ 1,500,000 1,500,000 Morgan Stanley, 4.27%, dated 12/30/05 due 01/03/06, repurchase price $1,500,712, collateralized Government Agency Mortgages......... 1,500,000 1,500,000 UBS Securities LLC, 4.26%, dated 12/30/05 due 01/03/06, repurchase price $1,500,710, collateralized by U.S. Government Agency Mortgages................ 1,500,000 ------------ 7,139,940 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $9,713,666) 9,713,666 ------------ TOTAL INVESTMENTS (107.2%) (Cost $144,003,656) $146,723,352 LIABILITIES IN EXCESS OF OTHER ASSETS ((7.2)%) (9,794,691) ------------ NET ASSETS (100.0%) $136,928,661 ============ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 - ------------ Percentages indicated are based on net assets. Abbreviations: (a) Non-income producing security. (b) Investment in affiliate. Money market fund registered under the investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (d) Investment in affiliate. This security is included in an index in which the Portfolio, as an index fund, invests. (g) Amount rounds to less than 0.1% (k) Security is fully or partially segregated with the broker as collateral for futures or with brokers as initial margin for futures contracts. (m) All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. (n) The rate shown is the effective yield at the date of purchase. FRN Floating Rate Note. The rate shown is the rate in effect as of December 31, 2005. REIT Real Estate Investment Trust. FUTURES CONTRACTS <Table> <Caption> UNREALIZED NOTIONAL VALUE APPRECIATION NUMBER OF AT 12/31/05 (DEPRECIATION) CONTRACTS DESCRIPTION EXPIRATION DATE (USD) (USD) - ------------------------------------------------------------------------- Emini S&P 500 12 Index March, 2006 $752,850 $(12,213) </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 See notes to financial statements. 14 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $144,213,286 Investments in affiliates, at value......................... 2,510,066 ------------ Total investment securities, at value....................... 146,723,352 Cash........................................................ 20,899 Receivables: Investment securities sold................................ 9,681 Portfolio shares sold..................................... 32,026 Interest and dividends.................................... 182,196 ------------ Total Assets................................................ 146,968,154 ------------ LIABILITIES: Payables: Investment securities purchased........................... 170,925 Collateral for securities lending program................. 9,713,666 Portfolio shares redeemed................................. 108,913 Variation margin on futures contracts..................... 3,150 Accrued liabilities: Investment advisory fees.................................. 15,636 Administration fees....................................... 17,239 Custodian fees............................................ 1,725 Other..................................................... 8,239 ------------ Total liabilities........................................... 10,039,493 ------------ NET ASSETS.................................................. $136,928,661 ============ NET ASSETS: Paid in capital............................................. $138,272,573 Accumulated undistributed (distributions in excess of) net investment income......................................... 1,912,321 Accumulated net realized gains (losses) from investments and futures................................................... (5,963,716) Net unrealized appreciation (depreciation) from investments and futures............................................... 2,707,483 ------------ Net Assets.................................................. $136,928,661 ============ OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES)........... 12,534,357 Net asset value, offering and redemption price per share (unlimited amount authorized, no par value)............... $ 10.92 Cost of investments......................................... $144,003,656 Market value of securities on loan.......................... $ 9,437,175 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME: Dividend income............................................. $ 2,444,992 Dividend income from affiliates (a)......................... 73,263 Interest income............................................. 2,233 Income from securities lending (net)........................ 22,274 ----------- Total investment income..................................... 2,542,762 ----------- EXPENSES: Investment advisory fees.................................... 406,133 Administration fees......................................... 190,294 Custodian fees.............................................. 30,337 Interest expense............................................ 135 Professional fees........................................... 30,408 Trustees' fees.............................................. 324 Transfer agent fees......................................... 4,848 Other....................................................... 32,049 ----------- Total expenses.............................................. 694,528 ----------- Less amounts waived......................................... (66,763) Less earnings credits....................................... (235) ----------- Net expenses.............................................. 627,530 ----------- Net investment income (loss)................................ 1,915,232 ----------- REALIZED/UNREALIZED GAINS (LOSSES): Net realized gain (loss) on transactions from: Investments............................................... $ (379,562) Investments in affiliates................................. 5,514 Futures................................................... 23,353 Change in net unrealized appreciation (depreciation) of: Investments............................................... 4,443,093 Futures................................................... (28,442) ----------- Net realized/unrealized gains (losses) on investments and futures................................................... 4,063,956 ----------- Change in net assets resulting from operations.............. $ 5,979,188 =========== (a) Includes reimbursements of investment advisory and administration fees....................................... $ 1,856 ----------- </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ------------ ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ 1,915,232 $ 1,957,840 Net realized gain (loss) on investments and futures....... (350,695) 602,755 Change in net unrealized appreciation (depreciation) of investments and futures................................. 4,414,651 10,252,153 ------------ ------------ Change in net assets resulting from operations.............. 5,979,188 12,812,748 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: From net investment income................................ (1,958,403) (1,375,652) ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... 18,903,292 19,022,757 Dividends reinvested...................................... 1,958,403 1,375,652 Cost of shares redeemed................................... (25,151,037) (21,371,571) ------------ ------------ Change in net assets from capital transactions.............. (4,289,342) (973,162) ------------ ------------ NET ASSETS: Change in net assets...................................... (268,557) 10,463,934 Beginning of period....................................... 137,197,218 126,733,284 ------------ ------------ End of period............................................. $136,928,661 $137,197,218 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ 1,912,321 $ 1,955,492 ============ ============ SHARE TRANSACTIONS: Issued.................................................... 1,803,028 1,912,975 Reinvested................................................ 191,625 140,804 Redeemed.................................................. (2,390,262) (2,161,769) ------------ ------------ Change in shares............................................ (395,609) (107,990) ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 17 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 10.61 $ 9.72 $ 7.69 $ 9.92 $ 11.42 -------- -------- -------- ------- -------- INVESTMENT OPERATIONS: Net investment income (loss).......... 0.15 0.15 0.11 0.09 0.09 Net realized and unrealized gains (losses) on investments............. 0.31 0.85 2.01 (2.32) (1.50) -------- -------- -------- ------- -------- Total from investment operations.... 0.46 1.00 2.12 (2.23) (1.41) -------- -------- -------- ------- -------- DISTRIBUTIONS: Net investment income................. (0.15) (0.11) (0.09) -- (0.09) -------- -------- -------- ------- -------- Total distributions................. (0.15) (0.11) (0.09) -- (0.09) -------- -------- -------- ------- -------- NET ASSET VALUE, END OF PERIOD.......... $ 10.92 $ 10.61 $ 9.72 $ 7.69 $ 9.92 ======== ======== ======== ======= ======== TOTAL RETURN............................ 4.46% 10.34% 27.98% (22.48)% (12.34)% RATIOS/SUPPLEMENTAL DATA: Net assets end of period (000's)........ $136,929 $137,197 $126,733 $89,012 $104,301 RATIOS TO AVERAGE NET ASSETS: Net expenses.......................... 0.46%(a) 0.50% 0.50% 0.50% 0.50% Net investment income (loss).......... 1.41% 1.53% 1.32% 1.15% 0.90% Expenses without waivers reimbursements and earnings credits............................. 0.51% 0.51% 0.51% 0.51% 0.51% PORTFOLIO TURNOVER RATE................. 12% 14% 1% 5% 1% </Table> - ------------ (a) Effective September 1, 2005, the contractual expense limitation percentage is 0.41%. See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Equity Index Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Equity Index Portfolio to JPMorgan Investment Trust Equity Index Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Listed securities are valued at the last sale price on the exchange on which they are primarily traded. The value of National Market Systems equity securities quoted by the NASDAQ Stock Market shall generally be the NASDAQ Official Closing Price. Unlisted securities are valued at the last sale price provided by an independent pricing agent or principal market maker. Listed securities for which the latest sales prices are not available are valued at the mean of the latest bid and ask price as of the closing of the primary exchange where such securities are normally traded. Fixed income securities with a maturity of 61 days or more held by the Portfolio will be valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Futures are valued on the basis of available market quotations. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Portfolio applies fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless the Portfolio's adviser determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining fair value as of the time the Portfolio calculates its net asset value. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. C. FUTURES CONTRACTS The Portfolio may enter into futures contracts for the delayed delivery of securities at a fixed price at some future date or for the change in the value of a specified financial index over a predetermined time period. Upon entering into a futures contract, the Portfolio is required to pledge to the broker an amount of cash, U.S. government securities, or other assets, JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED equal to a certain percentage of the contract amount. This is known as the initial margin deposit. Subsequent payments, known as variation margin, are made or received by the Portfolio each day, depending on the daily fluctuations in fair value of the position. Variation margin is recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the Portfolio realizes a gain or loss equal to the variation margin. Use of long futures contracts subjects the Portfolio to risk of loss in excess of the amounts shown on the Statement of Assets and Liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. The Portfolio may enter into futures contracts only on exchanges or boards of trade. The exchange or board of trade acts as the counterparty to each futures transaction; therefore, the Portfolio's credit risk is limited to failure of the exchange or board of trade. As of December 31, 2005, the Portfolio had outstanding futures contracts as listed on its Schedule of Portfolio Investments. D. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or instrumentalities (collectively, U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Equity Index Portfolio on October 18, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES --------- ---------- ------------ $6,203 $9,713,666 $9,437,175 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio for any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED E. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. F. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. G. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Code. H. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. As of December 31, 2005, there was no reclassification needed within the capital accounts. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee rate of 0.30%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan, provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.14% of the average daily net assets of the Portfolio. JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED 2005, BISYS Fund Services, L.P. ("BISYS") served as the Portfolio's Sub-administrator. For its services as Sub-administrator, BISYS received a portion of the fees paid to the Administrator. C. DISTRIBUTION FEES Effective May 1, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the "Distributor"), a wholly-owned subsidiary of JPMorgan, began serving as the Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. D. CUSTODIAN FEES JPMCB provides portfolio custody services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. Interest expense paid to the custodian related to cash overdrafts is presented as interest expense in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding dividend expenses on short sales, interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed 0.41% (0.55% prior to September 1, 2005) of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The new expense limitation will be in place until at least April 30, 2007. For the year ended December 31, 2005, the Portfolio's Advisor waived investment advisory fees for the Portfolio in the amount of $66,763. The Advisor does not expect the Portfolio to repay any such waived fees in future years. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, the Portfolio may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not incur any brokerage commissions with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES SALES (EXCLUDING (EXCLUDING U.S. GOVERNMENT) U.S. GOVERNMENT) - ---------------- ---------------- $16,800,099 $19,981,733 </Table> 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at December 31, 2005, were as follows: <Table> <Caption> GROSS GROSS NET UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) - ------------ ------------ ------------ -------------- $145,187,503 $30,488,127 $(28,952,278) $1,535,849 </Table> The difference between book and tax basis unrealized appreciation/(depreciation) on investments is primarily attributed to wash sale loss deferrals. The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $1,958,403 $1,958,403 </Table> The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows: <Table> <Caption> TOTAL TOTAL ORDINARY TAXABLE DISTRIBUTIONS INCOME DISTRIBUTIONS PAID -------- ------------- ------------- $1,375,652 $1,375,652 $1,375,652 </Table> As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows: <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) ------------- --------------- -------------- $1,915,406 $(4,571,952) $1,535,849 </Table> The cumulative timing differences primarily consist of wash sale loss deferrals, post-October loss deferrals, mark-to-market of Section 1256 contracts and deferred compensation. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED As of December 31, 2005, the Portfolio had net capital loss carryforwards, which are available to offset future realized gains: <Table> <Caption> EXPIRES ---------------------- 2009 2010 TOTAL ---- ---- ----- $530,160 $4,041,792 $4,571,952 </Table> During the year ended December 31, 2005, the Portfolio utilized capital loss carryovers of $352,011. Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Portfolio's next taxable year. For the year ended December 31, 2005, the Portfolio deferred to January 1, 2006 post October capital losses of $220,130. 6. BORROWINGS Effective February 18, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Equity Index Portfolio, formerly One Group Investment Trust Equity Index Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000- present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003- present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield- Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997- present); Trustee, (investment management) Marion and Washington County, (1990-1998). Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees oversees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 29 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD AS OF DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but not the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> EXPENSES PAID BEGINNING ENDING DURING PERIOD ANNUALIZED ACCOUNT VALUE, ACCOUNT VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO -------------- ----------------- ----------------- ---------- Actual.......................................... $1,000.00 $1,055.10 $2.33 0.45% Hypothetical.................................... $1,000.00 $1,022.94 $2.29 0.45% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 30 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolio's management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF"), an affiliate of the Adviser, was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 31 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded funds managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Equity Index Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. The Trustees considered the evaluation as noted in the Investment Performance section of this report. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees noted that the one, three and five year performance of the Investment Trust Equity Index Portfolio lagged that of its Universe Group. The Trustees and the Chief Compliance Officer noted the Adviser's process to periodically review the Portfolio and address the Portfolio's performance results. The Trustees directed the Adviser to report to them at each quarterly board meeting about the results of such reviews and steps taken to improve performance and actual performance results. ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 32 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that the Investment Trust Equity Index Portfolio's contractual and net advisory fees were higher than the majority of its Peer Group and Universe Group, respectively, as were the total actual expenses when compared to the Universe Group. However, after considering the Adviser's agreement to implement expense limitations equal to the Lipper median for the Portfolio's Universe Group, the Trustees concluded that the advisory fee was reasonable. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 33 JPMORGAN INVESTMENT TRUST EQUITY INDEX PORTFOLIO - -------------------------------------------------------------------------------- TAX LETTER (UNAUDITED) Certain tax information for the Portfolio is required to be provided to shareholders based upon the Portfolio's income and distributions for the taxable year ended December 31, 2005. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover. DIVIDENDS RECEIVED DEDUCTIONS (DRD) 100% of ordinary income distributions qualified for the 70% dividend received deduction for corporate shareholders for the Portfolio's fiscal year ended December 31, 2005. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 34 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 35 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 36 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITEI-1205 ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Balanced Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 3 Schedule of Portfolio Investments .......................... 6 Statement of Assets and Liabilities ........................ 17 Statement of Operations .................................... 18 Statement of Changes in Net Assets ......................... 19 Financial Highlights ....................................... 20 Notes to Financial Statements .............................. 21 Report of Independent Registered Public Accounting Firm..... 26 Trustees ................................................... 27 Officers ................................................... 29 Schedule of Shareholder Expenses ........................... 31 Board Approval of Investment Advisory Agreements............ 32 Tax Letter.................................................. 35 </Table> HIGHLIGHTS - - The U.S. equity market overcame several challenges. - - Bond markets remained lethargic. - - The outlook for equity markets is somewhat mixed. - - Investors should take long-term approach and maintain a diversified portfolio. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Balanced Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. STOCKS PRODUCE MODEST GAINS The U.S. equity market overcame several challenges during the reporting period, including rising interest rates, surging oil prices, a devastating hurricane season and geopolitical issues. While these factors often overshadowed solid corporate profit growth, the overall market ultimately produced positive returns during the year. As expected, the Federal Open Market Committee (FOMC) continued to raise interest rates at a measured pace in an attempt to control inflation. After five rate hikes in 2004, the FOMC raised rates eight additional times in 2005. All told, short-term rates moved to 4.25% by the end of the period. Despite these actions and the destruction inflicted by the Gulf Coast hurricanes, the U.S. economy continued to expand at a brisk pace in 2005. U.S. gross domestic product (GDP) was 3.8% in the first quarter of the year. Higher oil prices, which surpassed $70 a barrel, were cited as a reason for a fall in GDP to 3.1% in the second quarter of 2005. However, the economy demonstrated its resiliency by expanding 4.1% in the third quarter. While the estimate for fourth-quarter GDP has not yet been released by the U.S. Department of Commerce, another gain cannot be ruled out. MIXED STOCK PERFORMANCE The broad stock market, as measured by the S&P 500 Index, returned 4.91% in the period. While there were hopes for another strong rally in the fourth quarter of the year -- similar to the 12.18% and 9.23% returns in the fourth quarters of 2003 and 2004, respectively -- this did not come to pass in 2005. Concerns over further rate hikes by the FOMC and inflationary pressures tempered the market's gains at the end of the year. Elsewhere during the year, mid-capitalization stocks generated superior returns, with the Russell Midcap Index gaining 12.65%. Large-capitalization stocks outperformed their small-capitalization counterparts in the period, as the Russell 1000 Index at 6.12% outperformed the Russell 2000 Index at 4.55%, respectively. BOND MARKETS REMAINED LETHARGIC Throughout the period, there was little movement beyond the short end of the yield curve. Rates at the longer end of the yield curve were slow to respond to the activity at the shorter end. In fact, during the first half of 2005, long-term rates declined, causing the yield curve to flatten as short-term rates rose. Yields on longer-term bonds headed upward during the second half of 2005, but at a muted pace. OUTLOOK The outlook for equity markets is somewhat mixed. Positives include a solid economy, relatively lower oil prices and the possibility of the FOMC ending its interest rate hike campaign. On the other hand, corporate profits are expected to decelerate in 2006. In addition, should inflation increase, the FOMC may continue to raise rates. If the flat curve persists in the fixed income markets, liquidity could suffer. Given these uncertainties, investors should take a long-term approach with investments and maintain a diversified portfolio. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely, /s/ George C.W. Gatch George C.W. Gatch President JPMorgan Funds JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q: HOW DID THE PORTFOLIO PERFORM? A. The JPMorgan Investment Trust Balanced Portfolio seeks to provide total return while preserving capital,* which it does through investments in stocks, fixed income securities and money market investments. The Portfolio returned 2.5% for the 12 months ended December 31, 2005, compared to its composite benchmark return of 4.0%. The composite benchmark consists of 60% S&P 500 Index, 38% Lehman Brothers Intermediate Government/Credit Bond Index and 2% Treasury bills. Q: WHY DID THE PORTFOLIO PERFORM THIS WAY? A. On the equity side, 2005 was driven by the outperformance of stocks that the Portfolio held at an underweight or not at all. The markets paid little attention to security valuations, as investors chased higher price/earnings ratios and historically riskier assets. The majority of the Portfolio's underperformance was driven by stock selection within the pharmaceutical/medical technology and semiconductor sectors. However, by maintaining our disciplined equity selection process, we believe that there is a significant opportunity in these areas going forward. Toward the end of the year, we witnessed a return to a more rational investment environment, as stock selection in both the consumer staples and consumer cyclical sectors contributed positively to performance. We have continued to employ the same fixed income strategy since the Portfolio's inception, which included holding an overweight position in mortgage-backed securities, specifically well-structured collateralized mortgage obligations (CMOs). We maintained an underweight in the corporate, Treasury and agency sectors. Within the corporate sector, we continued to hold our bias to financial credits as well as higher-rated credit, which served well during the year. The overweight in the mortgage sector was positive as our security selection added to excess returns. Q: HOW WAS THE PORTFOLIO MANAGED? A. The Balanced Portfolio was managed with a slight overweight of stocks over bonds. Within equity, high-quality, undervalued names were given the largest Portfolio weights, a strategy that worked against us in the momentum-driven year. In fixed income, the Portfolio continued to maintain its yield advantage over the index. Duration positioning, roughly 3.48 years versus 3.63 years for the fixed-income benchmark, is consistent with our duration management philosophy, maintaining our duration at +/-5% of the fixed-income benchmark. Given ambiguity surrounding the Fed's intentions, the flat yield curve and the Portfolio's yield advantage, we are comfortable with a slightly shorter duration. Q: WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. Economic indicators continued to point to solid growth in late 2005, as the Fed tried to engineer a "soft landing" while reining in inflation. We still expect U.S. growth to decelerate in early 2006 as further Fed tightening and a slowing housing market will eventually impact consumer spending, but we are not forecasting a recession. The yield curve may invert and companies may become slightly more cautious in their spending, but the U.S. economy has repeatedly shown that it is adaptable and is likely to manage the bumps along the way to a non-inflationary expansion. * The manager seeks to achieve the stated objective. There can be no guarantee it will be achieved. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED <Table> PORTFOLIO COMPOSITION* Corporate Bonds.............................. 12.7% Financials................................... 13.0% Collateralized Mortgage Obligations.......... 10.0% Information Technology....................... 8.4% Consumer Discretionary....................... 8.1% Health Care.................................. 8.0% U.S. Treasury Obligations.................... 7.4% Industrials.................................. 6.7% Energy....................................... 5.5% Consumer Staples............................. 4.9% Utilities.................................... 2.2% Materials.................................... 1.9% Telecommunication Services................... 1.8% Asset Backed Securities...................... 1.9% Mortgage Pass-Through Securities............. 1.9% U.S. Government Agency Securities............ 1.2% Other (less than 1.0%)....................... 0.9% Short-Term Investment........................ 3.1% Investments of Cash Collateral for Securities Loaned..................................... 10.4% TOP TEN EQUITY HOLDINGS OF THE PORTFOLIO* General Electric Co. ........................ 2.6% Citigroup, Inc. ............................. 2.1% Exxon Mobil Corp. ........................... 1.9% Microsoft Corp. ............................. 1.6% Altria Group, Inc. .......................... 1.4% Bank of America Corp. ....................... 1.2% Procter & Gamble Co. ........................ 1.1% Coca-Cola Co. (The).......................... 1.0% Wyeth........................................ 0.9% Tyco International Ltd. (Bermuda)............ 0.9% </Table> - -------------------------------------------------------------------------------- * Percentages indicated are based upon net assets as of December 31, 2005. The Portfolio's composition is subject to change. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED TEN YEAR PORTFOLIO PERFORMANCE [GRAPH] Value of $10,000 Investment <Table> <Caption> LEHMAN BROTHERS INTERMEDIATE LIPPER BALANCED FUNDS GOVERNMENT/CREDIT BALANCED PORTFOLIO S&P 500 INDEX INDEX BOND INDEX ------------------ ------------- --------------------- ----------------- 12/95 10000.0 10000.0 10000.0 10000.0 12/96 11192.0 12532.8 11484.0 10441.9 12/97 13756.0 16714.2 13816.0 11460.3 12/98 16382.0 21490.5 15900.0 12545.1 12/99 17725.0 26011.8 17330.0 12275.1 12/00 18018.0 23643.3 17747.0 13728.3 12/01 17375.0 20833.4 17172.0 14895.9 12/02 15345.0 16229.3 15335.0 16537.2 12/03 17984.0 20884.5 18393.0 17310.5 12/04 19015.0 23157.2 20044.0 18036.4 12/05 19490.0 24294.5 21086.0 18463.7 </Table> <Table> <Caption> - ----------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ----------------------------------------------------------------------------------------------------------------------- INCEPTION 1 5 10 DATE YEAR YEAR YEAR - ----------------------------------------------------------------------------------------------------------------------- Balanced Portfolio 08/01/94 2.50% 1.58% 6.90% - ----------------------------------------------------------------------------------------------------------------------- </Table> THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Balanced Portfolio, S&P 500 Index, Lehman Brothers Intermediate Government/Credit Bond Index, and the Lipper Balanced Funds Index. The performance of the Portfolio assumes reinvestment of all dividends. The performance of the indices does not include fees and expenses attributable to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The S&P 500 Index represents the performance of large companies in the U.S. stock market. The Lehman Brothers Intermediate Government/Credit Bond Index represents the performance U.S. Treasury and agency securities and investment grade corporate and international (dollar-denominated) bonds, with maturities between five and 10 years. The Lipper Balanced Funds Index represents the total returns of the funds in the indicated category, as defined by Lipper Inc. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may also reflect the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS (96.5%): COMMON STOCKS (60.5%): Aerospace & Defense (1.1%): 4,000 Boeing Co. .............. 280,960 2,500 Lockheed Martin Corp. ... 159,075 5,100 Northrop Grumman Corp. ................. 306,561 2,600 Raytheon Co. ............ 104,390 9,600 United Technologies Corp. ................. 536,736 ------------ 1,387,722 ------------ Air Freight & Logistics (0.6%): 7,150 FedEx Corp. ............. 739,239 500 United Parcel Service, Inc., Class B.......... 37,575 ------------ 776,814 ------------ Auto Components (0.4%): 6,650 Johnson Controls, Inc. .................. 484,852 3,400 Lear Corp. .............. 96,764 ------------ 581,616 ------------ Automobiles (0.1%): 1,400 Harley-Davidson, Inc. ... 72,086 ------------ Beverages (1.3%): 32,800 Coca-Cola Co. (The)...... 1,322,168 12,791 Coca-Cola Enterprises, Inc. .................. 245,203 1,400 PepsiCo, Inc. ........... 82,712 ------------ 1,650,083 ------------ Biotechnology (1.1%): 12,400 Amgen, Inc. (a).......... 977,864 2,800 Charles River Laboratories International, Inc. (a).................... 118,636 900 Gilead Sciences, Inc. (a).................... 47,367 3,750 MedImmune, Inc. (a)...... 131,325 4,300 OSI Pharmaceuticals, Inc. (a).................... 120,572 ------------ 1,395,764 ------------ Capital Markets (2.1%): 1,300 Ameritrade Holding Corp. (a).................... 31,200 600 Charles Schwab Corp. (The).................. 8,802 600 E*Trade Financial Corp. (a).................... 12,516 7,150 Goldman Sachs Group, Inc. .................. 913,126 6,600 Mellon Financial Corp. ................. 226,050 700 Merrill Lynch & Co., Inc. .................. 47,411 14,650 Morgan Stanley........... 831,241 13,568 State Street Corp. ...... 752,210 ------------ 2,822,556 ------------ Chemicals (1.4%): 12,650 Air Products & Chemicals, Inc. .................. 748,754 8,300 Nalco Holding Co. (a).... 146,993 13,000 Praxair, Inc. ........... 688,480 4,800 Rohm & Haas Co. ......... 232,416 ------------ 1,816,643 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Commercial Banks (3.3%): 35,500 Bank of America Corp. ... 1,638,325 200 BB&T Corp. .............. 8,382 2,150 Compass Bancshares, Inc. .................. 103,824 200 Keycorp.................. 6,586 3,000 Marshall & Ilsley Corp. ................. 129,120 14,350 North Fork Bancorp, Inc. .................. 392,616 500 PNC Financial Services Group, Inc. ........... 30,915 35,050 U.S. Bancorp............. 1,047,644 15,200 Wells Fargo & Co. ....... 955,016 500 Zions Bancorp............ 37,780 ------------ 4,350,208 ------------ Communications Equipment (2.7%): 37,300 Cisco Systems, Inc. (a).................... 638,576 38,950 Corning, Inc. (a)........ 765,757 10,050 Juniper Networks, Inc. (a).................... 224,115 27,550 Motorola, Inc. .......... 622,354 5,500 Nokia OYJ (Finland) ADR.................... 100,650 21,150 QUALCOMM, Inc. .......... 911,142 23,400 Tellabs, Inc. (a)........ 255,060 ------------ 3,517,654 ------------ Computers & Peripherals (1.6%): 1,450 Apple Computer, Inc. (a).................... 104,240 15,300 Dell, Inc. (a)........... 458,847 19,800 EMC Corp. (a)............ 269,676 13,800 Hewlett-Packard Co. ..... 395,094 10,150 International Business Machines Corp. ........ 834,330 1,800 NCR Corp. (a)............ 61,092 ------------ 2,123,279 ------------ Consumer Finance (0.6%): 200 American Express Co. .... 10,292 1,200 Capital One Financial Corp. ................. 103,680 26,600 MBNA Corp. .............. 722,190 ------------ 836,162 ------------ Containers & Packaging (0.1%): 7,500 Smurfit-Stone Container Corp. (a).............. 106,275 1,000 Temple-Inland, Inc. ..... 44,850 ------------ 151,125 ------------ Diversified Financial Services (2.6%): 900 Ameriprise Financial, Inc. .................. 36,900 9,400 CIT Group, Inc. ......... 486,732 56,500 Citigroup, Inc. ......... 2,741,945 6,782 Lazard Ltd. (Bermuda), Class A................ 216,346 ------------ 3,481,923 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Diversified Telecommunication Services (1.8%): 33,819 AT&T, Inc. .............. 828,227 700 MCI, Inc. ............... 13,811 18,855 Sprint Nextel Corp. ..... 440,453 34,700 Verizon Communications, Inc. .................. 1,045,164 ------------ 2,327,655 ------------ Electric Utilities (1.2%): 200 American Electric Power Co., Inc. ............. 7,418 3,400 Consolidated Edison, Inc. .................. 157,522 5,400 Edison International..... 235,494 1,600 FPL Group, Inc. ......... 66,496 11,500 Northeast Utilities...... 226,435 3,400 PG&E Corp. .............. 126,208 6,900 Pinnacle West Capital Corp. ................. 285,315 5,000 PPL Corp. ............... 147,000 15,200 Xcel Energy, Inc. ....... 280,592 ------------ 1,532,480 ------------ Energy Equipment & Services (0.9%): 1,800 Baker Hughes, Inc. ...... 109,404 7,500 Halliburton Co. ......... 464,700 3,900 Rowan Cos., Inc. ........ 138,996 300 Transocean, Inc. (a)..... 20,907 10,800 Weatherford International Ltd. (a)............... 390,960 ------------ 1,124,967 ------------ Food & Staples Retailing (0.7%): 5,000 CVS Corp. ............... 132,100 14,100 Sysco Corp. ............. 437,805 8,350 Wal-Mart Stores, Inc. ... 390,780 ------------ 960,685 ------------ Food Products (0.3%): 1,000 Campbell Soup Co. ....... 29,770 200 General Mills, Inc. ..... 9,864 9,200 Kellogg Co. ............. 397,624 ------------ 437,258 ------------ Health Care Equipment & Supplies (1.4%): 3,950 Bausch & Lomb, Inc. ..... 268,205 10,550 Baxter International, Inc. .................. 397,208 800 Biomet, Inc. ............ 29,256 10,400 Boston Scientific Corp. (a).................... 254,696 1,000 Cooper Cos., Inc. (The).................. 51,300 900 Guidant Corp. ........... 58,275 4,600 Medtronic, Inc. ......... 264,822 5,950 St. Jude Medical, Inc. (a).................... 298,690 2,400 Zimmer Holdings, Inc. (a).................... 161,856 ------------ 1,784,308 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Health Care Providers & Services (1.9%): 8,250 Aetna, Inc. ............. 778,057 3,650 HCA, Inc. ............... 184,325 4,950 McKesson Corp. .......... 255,371 4,250 Medco Health Solutions, Inc. (a)............... 237,150 1,500 UnitedHealth Group, Inc. .................. 93,210 11,250 WellPoint, Inc. (a)...... 897,637 ------------ 2,445,750 ------------ Hotels, Restaurants & Leisure (1.0%): 7,250 Carnival Corp. .......... 387,658 6,200 Hilton Hotels Corp. ..... 149,482 400 International Game Technology............. 12,312 1,300 Marriott International, Inc., Class A.......... 87,061 11,900 McDonald's Corp. ........ 401,268 2,450 Starwood Hotels & Resorts Worldwide, Inc. ....... 156,457 1,900 Yum! Brands, Inc. ....... 89,072 ------------ 1,283,310 ------------ Household Durables (0.4%): 100 Fortune Brands, Inc. .... 7,802 5,450 Lennar Corp., Class A.... 332,559 1,900 Mohawk Industries, Inc. (a).................... 165,262 ------------ 505,623 ------------ Household Products (1.2%): 3,300 Kimberly-Clark Corp. .... 196,845 24,127 Procter & Gamble Co. .... 1,396,471 ------------ 1,593,316 ------------ Industrial Conglomerates (3.7%): 3,050 3M Co. .................. 236,375 96,000 General Electric Co. .... 3,364,800 42,740 Tyco International Ltd. (Bermuda).............. 1,233,476 ------------ 4,834,651 ------------ Insurance (3.0%): 3,800 Aflac, Inc. ............. 176,396 13,900 AMBAC Financial Group, Inc. .................. 1,071,134 3,900 American International Group, Inc. ........... 266,097 2,400 Assurant, Inc. .......... 104,376 18,500 Genworth Financial, Inc., Class A................ 639,730 9,150 Hartford Financial Services Group, Inc. .................. 785,893 1,000 Lincoln National Corp. ................. 53,030 5,300 Marsh & McLennan Cos., Inc. .................. 168,328 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 8 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Insurance, continued: 2,700 MBIA, Inc. .............. 162,432 900 Metlife, Inc. ........... 44,100 4,400 RenaissanceRe Holdings Ltd. (Bermuda)......... 194,084 4,600 W.R. Berkley Corp. ...... 219,052 1,200 XL Capital Ltd. (Cayman Islands), Class A...... 80,856 ------------ 3,965,508 ------------ Internet & Catalog Retail (0.5%): 15,100 eBay, Inc. (a)........... 653,075 ------------ IT Services (0.4%): 6,750 Affiliated Computer Services, Inc., Class A (a).................... 399,465 1,200 Infosys Technologies Ltd. (India) ADR............ 97,032 ------------ 496,497 ------------ Leisure Equipment & Products (0.0%): (g) 2,800 Mattel, Inc. ............ 44,296 ------------ Machinery (0.8%): 700 AGCO Corp. (a)........... 11,599 1,100 Danaher Corp. ........... 61,358 4,000 Deere & Co. ............. 272,440 7,350 Eaton Corp. ............. 493,112 1,000 Illinois Tool Works, Inc. .................. 87,990 1,200 Ingersoll-Rand Co., Ltd. (Bermuda), Class A..... 48,444 1,900 SPX Corp. ............... 86,963 ------------ 1,061,906 ------------ Media (2.4%): 9,850 E.W. Scripps Co., Class A...................... 472,997 4,500 EchoStar Communications Corp., Class A (a)..... 122,265 11,450 Gannett Co., Inc. ....... 693,526 41,200 News Corp., Class A...... 640,660 1,700 Time Warner, Inc. ....... 29,648 36,950 Viacom, Inc., Class B (a).................... 1,204,570 200 Walt Disney Co. ......... 4,794 ------------ 3,168,460 ------------ Metals & Mining (0.4%): 10,550 Alcoa, Inc. ............. 311,964 600 Nucor Corp. ............. 40,032 4,000 United States Steel Corp. ................. 192,280 ------------ 544,276 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Multi-Utilities (1.0%): 700 AES Corp. (The) (a)...... 11,081 10,200 CMS Energy Corp. (a)..... 148,002 3,000 Constellation Energy Group, Inc. ........... 172,800 10,400 Dominion Resources, Inc. .................. 802,880 2,100 Duke Energy Corp. ....... 57,645 3,600 SCANA Corp. ............. 141,768 ------------ 1,334,176 ------------ Multiline Retail (1.1%): 3,000 Dollar General Corp. .... 57,210 1,000 Federated Department Stores, Inc. .......... 66,330 1,500 J.C. Penney Co., Inc. ... 83,400 14,550 Kohl's Corp. (a)......... 707,130 200 Nordstrom, Inc. ......... 7,480 10,150 Target Corp. ............ 557,946 ------------ 1,479,496 ------------ Office Electronics (0.0%): (g) 1,900 Xerox Corp. (a).......... 27,835 ------------ Oil, Gas & Consumable Fuels (4.6%): 3,600 Anadarko Petroleum Corp. ................. 341,100 3,450 Apache Corp. ............ 236,394 2,700 Burlington Resources, Inc. .................. 232,740 10,600 Chevron Corp. ........... 601,762 10,250 ConocoPhillips........... 596,345 1,000 Devon Energy Corp. ...... 62,540 4,950 EOG Resources, Inc. ..... 363,181 45,600 Exxon Mobil Corp. ....... 2,561,352 200 Kerr-McGee Corp. ........ 18,172 1,300 Murphy Oil Corp. ........ 70,187 7,350 Occidental Petroleum Corp. ................. 587,118 8,200 Valero Energy Corp. ..... 423,120 ------------ 6,094,011 ------------ Paper & Forest Products (0.0%): (g) 500 International Paper Co. ................... 16,805 ------------ Pharmaceuticals (3.7%): 2,400 Barr Pharmaceuticals, Inc. (a)............... 149,496 14,300 Eli Lilly & Co. ......... 809,237 600 Forest Laboratories, Inc. (a).................... 24,408 18,500 Johnson & Johnson........ 1,111,850 2,600 Medicis Pharmaceutical Corp., Class A......... 83,330 3,600 Merck & Co., Inc. ....... 114,516 33,500 Pfizer, Inc. ............ 781,220 9,450 Sepracor, Inc. (a)....... 487,620 800 Watson Pharmaceuticals, Inc. (a)............... 26,008 26,850 Wyeth.................... 1,236,979 ------------ 4,824,664 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 9 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Real Estate (0.4%): 11,600 Host Marriott Corp. REIT................... 219,820 1,900 Mack-Cali Realty Corp. REIT................... 82,080 1,400 Mills Corp. (The) REIT... 58,716 4,650 Prologis REIT............ 217,248 ------------ 577,864 ------------ Road & Rail (0.6%): 10,350 CSX Corp. ............... 525,470 6,300 Norfolk Southern Corp. ................. 282,429 ------------ 807,899 ------------ Semiconductors & Semiconductor Equipment (1.6%): 17,200 Altera Corp. (a)......... 318,716 4,400 Analog Devices, Inc. .... 157,828 3,700 Broadcom Corp., Class A (a).................... 174,455 24,850 Intel Corp. ............. 620,256 300 Intersil Corp., Class A...................... 7,464 7,250 Linear Technology Corp. ................. 261,507 2,800 Maxim Integrated Products, Inc. ........ 101,472 1,700 Microchip Technology, Inc. .................. 54,655 9,800 Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan) ADR........... 97,118 3,700 Texas Instruments, Inc. .................. 118,659 7,900 Xilinx, Inc. ............ 199,159 ------------ 2,111,289 ------------ Software (2.2%): 82,750 Microsoft Corp. ......... 2,163,912 58,250 Oracle Corp. (a)......... 711,233 ------------ 2,875,145 ------------ Specialty Retail (1.5%): 2,200 Abercrombie & Fitch Co. ................... 143,396 17,950 Home Depot, Inc. ........ 726,616 10,950 Lowe's Cos., Inc. ....... 729,927 18,350 Staples, Inc. ........... 416,728 ------------ 2,016,667 ------------ Textiles, Apparel & Luxury Goods (0.6%): 5,250 Coach, Inc. (a).......... 175,035 2,900 Jones Apparel Group, Inc. .................. 89,088 6,450 Nike, Inc., Class B...... 559,796 ------------ 823,919 ------------ Thrifts & Mortgage Finance (0.8%): 11,950 Countrywide Financial Corp. ................. 408,570 800 Fannie Mae............... 39,048 5,350 Freddie Mac.............. 349,623 5,600 Washington Mutual, Inc. .................. 243,600 ------------ 1,040,841 ------------ Tobacco (1.4%): 24,450 Altria Group, Inc. ...... 1,826,904 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COMMON STOCKS, CONTINUED: Wireless Telecommunication Services (0.0%): (g) 300 American Tower Corp., Class A (a)............ 8,130 ------------ Total Common Stocks (Cost $75,231,175) 79,593,301 ------------ ASSET BACKED SECURITIES (1.9%): 225,000 American Express Credit Account Master Trust Series 2004-3, Class A, 4.35%, 12/15/11........ 221,755 544,715 Capital One Auto Finance Trust Series 2002-C, Class A4, 3.44%, 06/15/09............... 540,335 Capital One Multi-Asset Execution Trust 25,000 Series 2003-B5, 4.79%, 08/15/13............... 24,608 100,000 Series 2005-A2, Class A2, 4.05%, 02/15/11.... 98,433 150,000 Carmax Auto Owner Trust Series 2005-1, Class A3, 4.13%, 05/15/09.... 148,567 250,000 Citibank Credit Card Issuance Trust Series 2003-A5, Class A5, 2.50%, 04/07/08........ 248,555 100,000 CNH Equipment Trust Series 2003-B, Class A4B, 3.38%, 02/15/11... 97,553 79,159 CS First Boston Mortgage Securities Corp. Series 2002-HE4, Class AF, 5.51%, 08/25/32........ 79,291 125,000 Ford Credit Auto Owner Trust Series 2004-A, Class A4, 3.54%, 11/15/08............... 122,466 100,000 Household Automotive Trust Series 2005-1 Class A4, 4.35%, 06/18/12............... 98,355 170,634 Onyx Acceptance Grantor Trust Series 2004-B, Class A3, 3.09%, 09/15/08............... 169,383 WFS Financial Owner Trust </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 10 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: ASSET BACKED SECURITIES, CONTINUED: 300,000 Series 2003-2, Class A4, 2.41%, 12/20/10........ 295,453 150,000 Series 2003-4, Class A4, 3.15%, 05/20/11........ 147,180 150,000 Series 2004-2, Class A3, 2.85%, 09/22/08........ 149,014 ------------ Total Asset Backed Securities (Cost $2,468,699) 2,440,948 ------------ COMMERCIAL MORTGAGE BACKED SECURITIES (0.1%): 180,000 Banc of America Commercial Mortgage, Inc. Series 2005-6, Class ASB, FRN, 5.18%, 09/10/47 (Cost $180,619).............. 180,956 ------------ COLLATERALIZED MORTGAGE OBLIGATIONS (10.0%): Agency CMO (9.3%): Federal Home Loan Mortgage Corp. 28,397 Series 85, Class C, 8.60%, 01/15/21........ 28,351 390 Series 115, Class I, 7.00%, 02/15/21........ 388 137,533 Series 168, Class G, 6.50%, 07/15/21........ 137,117 16,593 Series 189, Class D, 6.50%, 10/15/21........ 16,549 31,391 Series 1047, Class H, 6.00%, 02/15/21........ 31,337 17,566 Series 1062, Class H, 6.50%, 04/15/21........ 17,536 16,458 Series 1116, Class I, 5.50%, 08/15/21........ 16,429 37,482 Series 1120, Class L, 8.00%, 07/15/21........ 37,500 36,525 Series 1191, Class E, 7.00%, 01/15/22 (m).... 36,485 11,366 Series 1240, Class M, 6.50%, 02/15/22........ 11,421 85,198 Series 1254, Class N, 8.00%, 04/15/22........ 85,053 33,346 Series 1610, Class PM, 6.25%, 04/15/22........ 33,404 250,000 Series 1617, Class PM, 6.50%, 11/15/23........ 259,590 47,920 Series 1668, Class D, 6.50%, 02/15/14........ 49,312 133,883 Series 1708, Class E, 6.00%, 03/15/09........ 135,189 142,841 Series 1710, Class GH, 8.00%, 04/15/24........ 151,628 148,000 Series 1714, Class K, 7.00%, 04/15/24........ 154,209 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 31,958 Series 1753, Class D, 8.50%, 09/15/24........ 33,127 24,517 Series 1819, Class E, 6.00%, 02/15/11........ 24,777 216,339 Series 1843, Class Z, 7.00%, 04/15/26........ 224,085 11,154 Series 2107, Class E, 6.00%, 02/15/28........ 11,150 364,426 Series 2115, Class PE, 6.00%, 01/15/14 (m).... 372,454 30,708 Series 2136, Class PE, 6.00%, 01/15/28........ 30,752 122,919 Series 2178, Class PB, 7.00%, 08/15/29........ 127,035 3,308 Series 2316, Class PB, 6.50%, 09/15/30........ 3,305 134,409 Series 2368, Class OE, 5.50%, 03/15/15 (m).... 134,685 367,910 Series 2388, Class VD, 6.00%, 08/15/19........ 369,990 150,000 Series 2391, Class QR, 5.50%, 12/15/16........ 152,109 438,416 Series 2394, Class MC, 6.00%, 12/15/16 (m).... 449,279 500,000 Series 2405, Class JF, 6.00%, 01/15/17 (m).... 513,082 223,230 Series 2425, Class OB, 6.00%, 03/15/17........ 228,817 21,049 Series 2433, Class NG, 6.50%, 01/15/31........ 21,199 200,000 Series 2455, Class GK, 6.50%, 05/15/32........ 208,952 375,000 Series 2457, Class PE, 6.50%, 06/15/32........ 384,904 19,931 Series 2467, Class EA, 5.50%, 11/15/15........ 19,913 436,775 Series 2473, Class JZ, 6.50%, 07/15/32........ 451,560 54,854 Series 2501, Class AG, 5.00%, 01/15/16........ 54,833 650,000 Series 2522, Class GD, 5.50%, 11/15/17 (m).... 658,991 250,000 Series 2557, Class WJ, 5.00%, 07/15/14........ 249,842 223,767 Series 2636, Class Z, 4.50%, 06/15/18........ 210,738 112,068 Series 2643, Class KG, 4.00%, 05/15/18........ 111,464 278,664 Series 2651, Class VZ, 4.50%, 07/15/18........ 262,339 250,000 Series 2701, Class OD, 5.00%, 09/15/18........ 247,936 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 141,938 Series 2756, Class NA, 5.00%, 02/15/24........ 140,303 200,000 Series 2764, Class UC, 5.00%, 05/15/27........ 198,546 150,000 Series 2809, Class UB, 4.00%, 09/15/17........ 141,585 Federal Home Loan Mortgage Corp. Structured Pass Through Securities 288,221 Series T-54, Class 2A, 6.50%, 02/25/43........ 295,603 Federal Home Loan Mortgage Corp. - Government National Mortgage Association 217,000 Series 13, Class LL, 6.85%, 06/25/23........ 223,908 213,166 Series 31, Class Z, 8.00%, 04/25/24........ 231,631 112,962 Series 1988-4, Class Z, 9.25%, 03/25/18........ 120,551 19,301 Series 1989-21, Class G, 10.45%, 04/25/19....... 20,820 84,662 Series 1989-37, Class G, 8.00%, 07/25/19........ 89,002 14,638 Series 1989-86, Class E, 8.75%, 11/25/19........ 15,715 22,173 Series 1990-30, Class E, 6.50%, 03/25/20........ 22,820 37,291 Series 1990-105, Class J, 6.50%, 09/25/20........ 37,493 22,914 Series 1991-129, Class G, 8.75%, 09/25/21........ 24,456 18,589 Series 1992-18, Class ZH, 7.50%, 03/25/07........ 18,755 6,452 Series 1992-151, Class H, 6.00%, 08/25/07........ 6,479 77,450 Series 1993-119, Class H, 6.50%, 07/25/23........ 79,368 118,333 Series 1993-135, Class PG, 6.25%, 07/25/08.... 118,928 200,000 Series 1993-140, Class J, 6.65%, 06/25/13........ 204,225 35,877 Series 1993-197, Class SC, IF,8.30%, 10/25/08............... 36,315 9,186 Series 1993-202, Class I, 6.50%, 02/25/23........ 9,164 1,465 Series 1993-223, Class VD, 6.15%, 08/25/06.... 1,464 109,266 Series 1993-225, Class UB, 6.50%, 12/25/23.... 113,377 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 40,338 Series 1994-22, Class C, 5.00%, 12/25/23........ 40,224 315,000 Series 1994-81, Class LL, 7.50%, 02/25/24........ 330,845 800,000 Series 1997-42, Class PG, 7.00%, 07/18/12........ 833,008 8,294 Series 1997-49, Class B, 10.00%, 06/17/27....... 9,183 113,497 Series 1998-66, Class B, 6.50%, 12/25/28........ 115,439 225,655 Series 2002-7, Class QM, 6.00%, 02/25/20........ 226,680 250,000 Series 2002-18, Class PC, 5.50%, 04/25/17........ 254,691 150,000 Series 2002-19, Class PE, 6.00%, 04/25/17........ 153,897 300,000 Series 2002-24, Class AJ, 6.00%, 04/25/17........ 306,242 55,362 Series 2002-41, Class VB, 6.00%, 10/25/20........ 55,577 35,101 Series 2002-56, Class VD, 6.00%, 04/25/20........ 35,242 350,000 Series 2003-47, Class PE, 5.75%, 06/25/33........ 350,866 150,000 Series 2003-55, Class CD, 5.00%, 06/25/23........ 145,788 250,000 Series 2003-83, Class PG, 5.00%, 06/25/23........ 245,275 150,000 Series 2003-86, Class PX, 4.50%, 02/25/17........ 146,713 19,821 Series G-29, Class O, 8.50%, 09/25/21........ 20,691 15,203 Government National Mortgage Association Series 1995-4, Class CQ, 8.00%, 06/20/25.... 15,591 ------------ 12,195,276 ------------ Non-Agency CMO (0.7%): 77,358 Cendant Mortgage Corp. Series 2003-8, Class 1A8, 5.25%, 09/25/33... 75,683 166,155 Countrywide Alternative Loan Trust Series 2004-16CB, Class 2A2, 5.00%, 08/25/19........ 163,287 70,916 First Horizon Asset Securities, Inc. Series 2004-AR7, Class 2A1, FRN,4.94%, 02/25/35.... 70,318 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Non-Agency CMO, continued: 72,662 MASTR Asset Securitization Trust Series 2003-4, Class 2A2, 5.00%, 05/25/18... 72,320 90,000 Residential Accredit Loans, Inc. Series 2004-QS8, Class A12, 5.00%, 06/25/34 (e).... 88,204 Wells Fargo Mortgage Backed Securities Trust 125,537 Series 2004-7, Class 2A2, 5.00%, 07/25/19........ 123,693 123,669 Series 2004-EE, Class 3A1, FRN,3.99%, 01/25/35............... 120,522 175,000 Series 2004-S, Class A5, FRN,3.54%, 09/25/34.... 168,289 ------------ 882,316 ------------ Total Collateralized Mortgage Obligations (Cost $13,116,564) 13,077,592 ------------ CORPORATE BONDS (12.7%): Airlines (0.1%): 70,000 Continental Airlines, Inc. Series 1999-2, Class A2, 7.06%, 03/15/11 (c)........... 71,876 ------------ Automobiles (0.2%): 220,000 DaimlerCrysler N.A. Holding Corp. 7.20%, 09/01/09............... 232,660 55,000 General Motors Corp. 7.20%, 01/15/11 (c).... 38,638 ------------ 271,298 ------------ Capital Markets (1.4%): Bear Stearns Cos., Inc. (The) 100,000 4.50%, 10/28/10.......... 97,623 75,000 5.70%, 11/15/14.......... 77,354 300,000 Goldman Sachs Group LP 7.20%, 03/01/07 (e).... 308,007 200,000 Goldman Sachs Group, Inc. 4.75%, 07/15/13........ 193,994 200,000 Lehman Brothers Holdings, Inc. 6.63%, 01/18/12... 215,934 Merrill Lynch & Co., Inc. 125,000 Series B, 3.13%, 07/15/08............... 119,753 200,000 Series C, 4.13%, 01/15/09............... 196,007 500,000 Morgan Stanley 6.75%, 04/15/11............... 538,263 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Capital Markets, continued: 130,000 National Rural Utilities Cooperative Finance Corp. 7.30%, 09/15/06............... 132,234 ------------ 1,879,169 ------------ Chemicals (0.1%): 120,000 Dow Capital BV (Netherlands) 8.50%, 06/08/10............... 134,991 ------------ Commercial Banks (1.6%): 300,000 Banc of America Corp. 7.80%, 02/15/10........ 331,287 100,000 Bank of America Corp. 7.13%, 10/15/11........ 110,367 100,000 Branch Banking & Trust Co. 4.88%, 01/15/13.... 99,042 225,000 FleetBoston Financial Corp. 7.38%, 12/01/09............... 244,073 150,000 Keycorp Series G, 4.70%, 05/21/09............... 149,435 155,000 Marshall & Ilsley Corp. 4.38%, 08/01/09........ 152,220 110,000 National City Corp. 4.90%, 01/15/15........ 107,466 75,000 Popular North America, Inc. 4.25%, 04/01/08... 73,561 50,000 Royal Bank of Canada (Canada) 3.88%, 05/04/09............... 48,624 125,000 Suntrust Bank 5.00%, 09/01/15.......... 123,569 25,000 UnionBanCal Corp. 5.25%, 12/16/13............... 24,919 300,000 Wachovia Corp. 6.61%, 10/01/25............... 331,890 125,000 Wells Fargo & Co. 3.13%, 04/01/09............... 118,406 160,000 Wells Fargo Bank NA 7.55%, 06/21/10........ 176,717 ------------ 2,091,576 ------------ Commercial Services & Supplies (0.1%): 60,000 PHH Corp. 7.13%, 03/01/13............... 63,353 ------------ Computers & Peripherals (0.1%): 80,000 International Business Machines Corp. 4.38%, 06/01/09............... 78,997 ------------ Construction Materials (0.0%): (g) 60,000 Hanson Australia Funding Ltd. 5.25%, 03/15/13... 59,478 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Consumer Finance (0.9%): 125,000 American Express Credit Corp. 3.00%, 05/16/08 (c)........... 119,795 American General Finance Corp. 120,000 Series H, 4.00%, 03/15/11............... 113,520 65,000 Series I, 4.63%, 05/15/09 (c)........... 64,348 700,000 HSBC Finance Corp. 8.00%, 07/15/10............... 780,903 150,000 John Deere Capital Corp. Series D, 3.63%, 05/25/07............... 147,401 ------------ 1,225,967 ------------ Diversified Financial Services (2.6%): 200,000 Capital One Bank 6.88%, 02/01/06............... 200,351 135,000 Caterpillar Financial Services Corp. 4.50%, 09/01/08............... 133,915 CIT Group, Inc. 180,000 4.13%, 02/21/06.......... 179,945 75,000 7.38%, 04/02/07.......... 77,185 Citigroup, Inc. 100,000 3.50%, 02/01/08 (c)...... 97,356 590,000 5.00%, 09/15/14.......... 580,770 570,000 Credit Suisse First Boston USA, Inc. 6.50%, 01/15/12............... 609,774 450,000 Ford Motor Credit Co. 7.38%, 02/01/11 (c).... 394,433 General Electric Capital Corp. 500,000 8.63%, 06/15/08.......... 540,818 50,000 Series A, 3.13%, 04/01/09............... 47,419 50,000 International Lease Finance Corp. 5.00%, 04/15/10............... 49,732 350,000 National Rural Utilities Cooperative Finance Corp. 6.00%, 05/15/06............... 351,617 200,000 Textron Financial Corp. 4.60%, 05/03/10........ 197,032 ------------ 3,460,347 ------------ Diversified Telecommunication Services (0.9%): 125,000 Bellsouth Corp. 6.00%, 10/15/11............... 129,943 80,000 British Telecommunications plc (United Kingdom) 8.37%, 12/15/10............... 91,069 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Diversified Telecommunication Services, continued: 60,000 Deutsche Telekom International Finance BV (Netherlands) 8.00%, 06/15/10............... 68,026 30,000 France Telecom S.A. (France) 7.75%, 03/01/11............... 33,508 300,000 Nynex Capital Funding Co. Series B, SUB, 8.23%, 10/15/09............... 328,122 200,000 Southwestern Bell Telephone Series C, 5.98%, 10/22/07........ 202,720 Sprint Capital Corp. 150,000 6.00%, 01/15/07.......... 151,467 125,000 7.63%, 01/30/11.......... 137,841 ------------ 1,142,696 ------------ Electric Utilities (1.0%): 233,000 American Electric Power Co., Inc. Series A, 6.13%, 05/15/06........ 234,054 50,000 Carolina Power & Light Co. 5.13%, 09/15/13.... 49,867 25,000 Consolidated Edison Co. of New York 4.70%, 06/15/09 (c)........... 24,837 100,000 Constellation Energy Group, Inc. 6.35%, 04/01/07............... 101,581 150,000 Dominion Resources, Inc. Series B, 6.25%, 06/30/12............... 156,931 200,000 DTE Energy Co. Series A, 6.65%, 04/15/09........ 208,879 500,000 Exelon Corp. 6.75%, 05/01/11............... 532,310 ------------ 1,308,459 ------------ Food & Staples Retailing (0.2%): 75,000 Albertson's Inc. 6.95%, 08/01/09............... 75,854 120,000 Kroger Co. (The) 8.05%, 02/01/10............... 130,294 100,000 Wal-Mart Stores, Inc. 4.13%, 02/15/11 (c).... 96,618 ------------ 302,766 ------------ Gas Utilities (0.0%): (g) 35,000 Sempra Energy Corp. 4.75%, 05/15/09........ 34,510 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 14 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Insurance (0.4%): 50,000 Ace INA Holdings, Inc. 5.88%, 06/15/14 (c).... 51,722 175,000 Allstate Corp. (The) 6.13%, 02/15/12........ 184,432 100,000 American International Group, Inc. 2.88%, 05/15/08............... 95,464 75,000 Principal Life, Income Funding Trusts 3.20%, 04/01/09............... 71,509 Protective Life Secured Trust 40,000 4.00%, 10/07/09.......... 38,948 75,000 4.00%, 04/01/11.......... 71,934 ------------ 514,009 ------------ Media (0.8%): Comcast Cable Communications 100,000 6.88%, 06/15/09.......... 105,033 150,000 8.38%, 05/01/07.......... 156,422 50,000 Comcast Cable Communications Holdings, Inc. 8.38%, 03/15/13............... 57,874 50,000 COX Communications, Inc. 7.75%, 11/01/10........ 54,153 150,000 News America, Inc. 6.75%, 01/09/38............... 158,602 450,000 Time Warner, Inc. 9.13%, 01/15/13............... 532,609 50,000 Thomson Corp. (The) 4.25%, 08/15/09........ 48,696 ------------ 1,113,389 ------------ Multi-Utilities (0.3%): 250,000 Duke Energy Corp. 6.25%, 01/15/12............... 263,482 115,000 PSEG Power LLC 7.75%, 04/15/11............... 127,326 ------------ 390,808 ------------ Office Electronics (0.1%): 75,000 Pitney Bowes, Inc. 3.88%, 06/15/13............... 69,879 ------------ Oil, Gas & Consumable Fuels (0.4%): 150,000 Conoco Funding Co. 6.35%, 10/15/11............... 160,722 250,000 Occidental Petroleum Corp. 9.25%, 08/01/19............... 343,330 ------------ 504,052 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Road & Rail (0.7%): 100,000 Burlington Northern Santa Fe Corp. 6.13%, 03/15/09............... 103,427 150,000 CSX Corp. 7.45%, 05/01/07............... 154,611 150,000 Norfolk Southern Corp. 7.05%, 05/01/37........ 178,999 500,000 Union Pacific Corp. 6.65%, 01/15/11........ 532,595 ------------ 969,632 ------------ Supranational Bank (0.4%): 475,000 Inter-American Development Bank 8.40%, 09/01/09............... 531,571 ------------ Thrifts & Mortgage Finance (0.3%): 300,000 Countrywide Financial Corp. Series L, 4.00%, 03/22/11............... 282,282 Washington Mutual, Inc. 50,000 4.20%, 01/15/10.......... 48,412 125,000 4.63%, 04/01/14 (c)...... 117,545 ------------ 448,239 ------------ Wireless Telecommunication Services (0.1%): 75,000 New Cingular Wireless Services, Inc. 7.88%, 03/01/11............... 84,154 ------------ Total Corporate Bonds (Cost $16,374,868) 16,751,216 ------------ MORTGAGE PASS-THROUGH SECURITIES (1.9%): Federal Home Loan Mortgage Corp. Gold Pool 306,335 4.00%, 08/01/18.......... 292,524 27,094 6.00%, 03/01/13.......... 27,650 161,233 6.50%, 03/01/13-11/01/22...... 166,162 148,696 7.00%, 06/01/13-10/01/27...... 154,285 2,406 7.50%, 07/01/27.......... 2,530 33,437 8.00%, 10/01/10-09/01/26...... 35,246 Federal National Mortgage Association Pool 225,018 5.50%, 12/01/33.......... 223,368 96,529 6.00%, 08/01/13-12/01/13...... 98,637 362,623 6.19%, 09/01/08.......... 370,077 83,077 6.50%, 04/01/13.......... 85,430 120,856 6.85%, 10/01/07.......... 123,203 66,770 7.00%, 06/01/13.......... 69,404 54,052 7.50%, 08/01/09-10/01/27...... 56,134 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: MORTGAGE PASS-THROUGH SECURITIES, CONTINUED: 151,232 8.00%, 09/01/08-05/01/17...... 164,034 53,767 8.50%, 11/01/18.......... 57,800 21,497 9.00%, 11/01/06-12/01/17...... 23,082 Government National Mortgage Association Pool 82,317 6.50%, 09/15/13.......... 85,046 130,775 7.00%, 07/15/08-06/15/28...... 134,695 18,566 7.50%, 05/15/26-01/20/27...... 19,497 189,642 8.00%, 12/20/10-09/15/27...... 202,084 121,671 8.50%, 10/15/11-12/15/22...... 130,705 ------------ Total Mortgage Pass-Through Securities (Cost $2,460,406) 2,521,593 ------------ U.S. GOVERNMENT AGENCY SECURITIES (1.2%): 415,000 Federal Home Loan Bank System 5.89%, 03/30/09............... 429,028 Federal National Mortgage Association 585,000 5.38%, 11/15/11 (c)...... 602,174 400,000 7.13%, 06/15/10.......... 437,537 150,000 7.25%, 01/15/10.......... 163,437 ------------ Total U.S. Government Agency Securities (Cost $1,645,000) 1,632,176 ------------ U.S. TREASURY OBLIGATIONS (7.4%): 2,200,000 U.S. Treasury Bonds 10.38%, 11/15/12 (c)... 2,431,343 849,968 U.S. Treasury Inflation Indexed Bonds 3.88%, 01/15/09.......... 893,330 1,000,000 U.S. Treasury Notes 5.00%, 08/15/11........ 1,032,148 U.S. Treasury STRIPS 5,000,000 PO, 2/15/12 (c).......... 3,835,495 2,000,000 PO, 2/15/15 (c).......... 1,331,664 300,000 PO, 08/15/15 (c)......... 195,161 ------------ Total U.S. Treasury Obligations (Cost $9,866,447) 9,719,141 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: U.S. Treasury Obligations, continued: FOREIGN GOVERNMENT SECURITIES (0.8%): 900,000 Hydro Quebec (Canada) 6.52%, 02/23/06........ 902,430 Mexico Government International Bond (Mexico) 80,000 4.63%, 10/08/08 (c)...... 79,000 40,000 6.38%, 01/16/13.......... 42,500 ------------ Total Foreign Government Securities (Cost $1,019,209) 1,023,930 ------------ Total Long-Term Investments (Cost $122,362,987) 126,940,853 ------------ SHORT-TERM INVESTMENT (3.1%): INVESTMENT COMPANY (3.1%): 4,066,615 JPMorgan Liquid Assets Money Market Fund (b) (m) (Cost $4,066,615)............ 4,066,615 ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED (10.4%): Certificates of Deposit (0.6%): 775,000 Credit Suisse First Boston, FRN, 4.27%, 10/17/06............... 775,000 ------------ Commercial Paper (0.4%): 500,000 Morgan Stanley, FRN, 4.33%, 04/17/06........ 500,000 ------------ Corporate Notes (1.3%): 650,000 CDC Financial Products Inc., FRN, 4.35%, 01/30/06............... 650,000 650,000 Citigroup Global Markets Inc., FRN, 4.32%, 01/06/06............... 650,000 400,000 Bank of America 4.31%, 11/07/06............... 400,000 ------------ 1,700,000 ------------ Repurchase Agreements (8.1%): 2,208,587 Banc of America Securities LLC, 4.26%, dated 12/30/05, due 01/03/06, repurchase price $2,209,632, collateralized by U.S. Government Agency Mortgages.............. 2,208,587 2,800,000 Barclays Capital, 4.28%, dated 12/30/05, due 01/03/06, repurchase price $2,801,332, collateralized by U.S. Government Agency Mortgages.............. 2,800,000 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 2,800,000 Lehman Brothers Inc., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $2,801,325, collateralized by U.S. Government Agency Mortgages.............. 2,800,000 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ----------- ------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 2,800,000 Morgan Stanley, 4.27%, dated 12/30/05, due 01/03/06, repurchase price $2,801,328, collateralized by U.S. Government Agency Mortgages.............. 2,800,000 ------------ 10,608,587 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $13,583,587) 13,583,587 ------------ TOTAL INVESTMENTS (110.0%) (Cost $140,013,189) 144,591,055 OTHER LIABILITIES IN EXCESS OF ASSETS ((10.0)%) (13,163,682) ------------ NET ASSETS (100.0%): $131,427,373 ============ </Table> - ------------ Percentages indicated are based on net assets. Abbreviations: <Table> <Caption> (a) Non-income producing security. (b) Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (e) All or portion of this security is a 144A or private placement security and can only be sold to qualified institutional buyers. Unless otherwise indicated, these securities have been determined to be liquid under procedures established by the Board of Trustees. (g) Amount rounds to less than 0.1% (m) All or portion of this security is segregated for current or potential of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. ADR American Depositary Receipt. CMO Collateralized Mortgage Obligation. FRN Floating Rate Note. The rate shown is the rate in effect as of December 31, 2005. IF Inverse Floaters represent securities that pay interest at a rate that increases (decreases) with a decline (incline) in a specified index. PO Principal Only represents the right to receive the principal portion only on an underlying pool of mortgage loans. The market value of these securities is extremely volatile in response to changes in market interest rates. As prepayments on the underlying mortgages of these securities increase, the yield on these securities increases. REIT Real Estate Investment Trust. STRIPS Separate Trading of Registered Interest and Principal Securities. SUB Step-Up Bond. The rate shown is the rate in effect as of December 31, 2005. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 See notes to financial statements. 17 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $140,524,440 Investments in affiliates, at value......................... 4,066,615 ------------ Total investment securities, at value....................... 144,591,055 Receivables: Investment securities sold................................ 195,386 Portfolio shares sold..................................... 40,073 Interest and dividends.................................... 619,915 ------------ Total assets................................................ 145,446,429 ------------ LIABILITIES: Payables: Due to custodian.......................................... 194 Investment securities purchased........................... 194,219 Collateral for securities lending program................. 13,583,587 Portfolio shares redeemed................................. 159,592 Accrued liabilities: Investment advisory fees.................................. 54,534 Administration fees....................................... 16,952 Trustees' fees-deferred compensation plan................. 27 Other..................................................... 9,951 ------------ Total liabilities........................................... 14,019,056 ------------ NET ASSETS.................................................. $131,427,373 ============ NET ASSETS: Paid in capital............................................. $129,053,724 Accumulated undistributed (distributions in excess of) net investment income......................................... 3,370,483 Accumulated net realized gains (losses) from investments.... (5,574,700) Net unrealized appreciation (depreciation) from investments............................................... 4,577,866 ------------ Net assets.................................................. $131,427,373 ============ OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES)........... 8,790,025 Net asset value, offering and redemption price per share (unlimited shares authorized, no par value)............... $ 14.95 Cost of investments......................................... $140,013,189 Market value of securities on loan.......................... $ 13,288,551 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME Dividend income............................................. $ 1,591,765 Dividend income from affiliates(a).......................... 132,801 Interest income............................................. 2,880,017 Income from securities lending (net)........................ 36,074 ----------- Total investment income..................................... 4,640,657 ----------- EXPENSES Investment advisory fees.................................... 1,030,843 Administration fees......................................... 217,331 Custodian fees.............................................. 29,885 Interest expense............................................ 708 Professional fees........................................... 33,897 Trustees' fees.............................................. 453 Transfer agent fees......................................... 5,086 Other....................................................... 41,651 ----------- Total expenses.............................................. 1,359,854 ----------- Less amounts waived......................................... (77,447) Less earnings credits....................................... (1,756) ----------- Net expenses............................................ 1,280,651 ----------- Net investment income (loss)................................ 3,360,006 ----------- REALIZED/UNREALIZED GAINS (LOSSES) Net realized gain (loss) on investments..................... 1,615,962 Change in net unrealized appreciation (depreciation) of investments............................................... (1,691,782) ----------- Net realized/unrealized gains (losses)...................... (75,820) ----------- Change in net assets resulting from operations.............. $ 3,284,186 ----------- (a)Includes reimbursements of investment advisory and administration fees....................................... $ 15,782 ----------- </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ------------ ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ 3,360,006 $ 3,977,511 Net realized gain (loss) on investments................... 1,615,962 5,166,510 Change in net unrealized appreciation (depreciation) of investments............................................. (1,691,782) 163,542 ------------ ------------ Change in net assets resulting from operations.............. 3,284,186 9,307,563 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: From net investment income................................ (4,091,588) (3,986,689) ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... $ 3,263,258 7,593,120 Dividends reinvested...................................... 4,091,588 3,986,689 Cost of shares redeemed................................... (41,147,510) (30,113,402) ------------ ------------ Change in net assets from capital transactions.............. (33,792,664) (18,533,593) ------------ ------------ NET ASSETS: Change in net assets...................................... (34,600,066) (13,212,719) Beginning of period....................................... 166,027,439 179,240,158 ------------ ------------ End of period............................................. $131,427,373 $166,027,439 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ 3,370,483 $ 4,084,042 ------------ ------------ SHARE TRANSACTIONS: Issued.................................................... 223,129 525,753 Reinvested................................................ 286,125 279,180 Redeemed.................................................. (2,802,658) (2,089,677) ------------ ------------ Change in shares............................................ (2,293,404) (1,284,744) ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 14.98 $ 14.49 $ 12.77 $ 14.48 $ 15.48 -------- -------- -------- -------- -------- INVESTMENT OPERATIONS: Net investment income (loss).......... 0.40 0.36 0.32 0.40 0.39 Net realized and unrealized gains (losses) on investments............. (0.04) 0.45 1.80 (2.09) (0.95) -------- -------- -------- -------- -------- Total from Investment Operations.... 0.36 0.81 2.12 (1.69) (0.56) -------- -------- -------- -------- -------- DISTRIBUTIONS: Net investment income................. (0.39) (0.32) (0.40) --(a) (0.38) Net realized gains.................... -- -- -- (0.02) (0.06) -------- -------- -------- -------- -------- Total distributions................. (0.39) (0.32) (0.40) (0.02) (0.44) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD.......... $ 14.95 $ 14.98 $ 14.49 $ 12.77 $ 14.48 ======== ======== ======== ======== ======== TOTAL RETURN............................ 2.50% 5.73% 17.20% (11.68)% (3.57)% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (000's)....... $131,427 $!66,027 $179,240 $154,802 $196,030 RATIOS TO AVERAGE NET ASSETS: Net expenses.......................... 0.87%(b) 0.88% 0.88% 0.88% 0.87% Net investment income (loss).......... 2.27% 2.29% 2.37% 2.77% 2.60% Expenses without waivers, reimbursements and earnings credits............................. 0.92% 0.89% 0.89% 0.89% 0.88% PORTFOLIO TURNOVER RATE................. 41% 52% 36% 29% 34% </Table> - ------------ (a) Amount less than $0.01. (b) Effective September 1, 2005, the contractual expense limitation percentage is 0.78%. See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Balanced Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Balanced Portfolio to JPMorgan Investment Trust Balanced Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Listed securities are valued at the last sale price on the exchange on which they are primarily traded. The value of National Market Systems equity securities quoted by the NASDAQ Stock Market shall generally be the NASDAQ Official Closing Price. Unlisted securities are valued at the last sale price provided by an independent pricing agent or principal market maker. Listed securities for which the latest sales prices are not available are valued at the mean of the latest bid and ask price as of the closing of the primary exchange where such securities are normally traded. Corporate debt securities, debt securities issued by the U.S. Treasury or a U.S. government agency (other than short-term investments maturing in less than 61 days), and municipal securities are valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers will generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Valuations for debt securities may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry. It is possible that the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could be material. Trading in securities on most foreign exchanges and over-the-counter markets is normally completed before the close of the domestic market and may also take place on days when the domestic market is closed. In accordance with procedures adopted by the Trustees, the Portfolio applies fair value pricing on a daily basis for all non-U.S. and non-Canadian equity securities held in their portfolios by utilizing the quotations of an independent pricing service, unless the Portfolio's adviser determines that use of another valuation methodology is appropriate. The pricing service use statistical analyses and quantitative models to adjust local market prices using factors such as subsequent movement and changes in the prices of indices, securities and exchange rates in other markets, in determining the fair value as of the time the Portfolio calculates its net asset value. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED C. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or instrumentalities (collectively, U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Balanced Portfolio on December 6, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES - --------- ---------- ------------ $8,266 $13,583,587 $13,288,551 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio for any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. D. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. Purchases of TBA, when-issued or delayed delivery securities may be settled a month or more after the trade date; interest income is not accrued until settlement date. It is the Portfolio's policy to segregate assets with a current value at least equal to the amount of its TBA, when-issued or delayed delivery purchase commitments. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED E. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. F. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Code. G. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. The following amounts were reclassified within the capital accounts: <Table> <Caption> ACCUMULATED ACCUMULATED UNDISTRIBUTED/ NET REALIZED (OVERDISTRIBUTED) GAIN (LOSS) NET INVESTMENT ON PAID-IN-CAPITAL INCOME INVESTMENTS - --------------- ----------------- ------------ $11 $18,023 $(18,034) </Table> The reclassification for the Portfolio relates primarily to the tax treatment of paydown gains and losses. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee rate of 0.70%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan, provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.18% of the first $250 million of the average daily net assets of the Trust (excluding the Equity Index Portfolio) and 0.14% of the average daily net assets of the Trust in excess of $250 million (excluding the Equity Index Portfolio). JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Portfolio's Sub-administrator. For its services as Sub- administrator, BISYS received a portion of the fees paid to the Administrator. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED C. DISTRIBUTION FEES Effective May 1, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the "Distributor"), a wholly-owned subsidiary of JPMorgan, serves as the Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. D. CUSTODIAN FEES JPMCB provides Portfolio custody services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. Interest expense paid to the custodian related to cash overdrafts is presented as interest expense in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed 0.78% (0.98% prior to September 1, 2005) of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The new expense limitation will be in place until at least April 30, 2007. For the year ended December 31, 2005, the Portfolio's Advisor waived investment advisory fees for the Portfolio in the amount of $77,447. The Advisor does not expect the Portfolio to repay any such waived fees in future years. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the Independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, certain Funds may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not incur any brokerage commissions with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES SALES (EXCLUDING (EXCLUDING PURCHASES OF SALES OF U.S. GOVERNMENT) U.S. GOVERNMENT) U.S. GOVERNMENT U.S. GOVERNMENT ---------------- ---------------- --------------- --------------- $46,691,601 $75,423,841 $11,807,768 $16,137,726 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at December 31, 2005, were as follows: <Table> <Caption> GROSS GROSS NET UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION (DEPRECIATION) (DEPRECIATION) --------- ------------ -------------- -------------- $140,938,102 $9,383,025 $(5,730,072) $3,652,953 </Table> The difference between book and tax basis unrealized appreciation/(depreciation) on investments is primarily attributed to wash sale loss deferrals. The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $4,091,588 $4,091,588 </Table> The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $3,986,689 $3,986,689 </Table> As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows: <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) ------------- --------------- -------------- $3,378,286 $ (4,649,787) $3,652,953 </Table> The cumulative timing differences primarily consist of wash sales deferred compensation. As of December 31, 2005, the Portfolio had net capital loss carryforwards, which are available to offset future realized gains: <Table> <Caption> EXPIRES ---------- 2011 TOTAL ---- ----- $4,649,787 $4,649,787 </Table> During the year ended December 31, 2005, the Portfolio utilized capital loss carryovers of $1,906,212. 6. BORROWINGS Effective February 18, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Balanced Portfolio, formerly One Group Investment Trust Balanced Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000-present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO (SINCE) DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003-present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield-Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997-present); Trustee, Marion (investment management) and Washington County, Kentucky (1990-1998). Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 29 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 30 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 31 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD AS OF DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but not the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> EXPENSES PAID BEGINNING ENDING DURING PERIOD ANNUALIZED ACCOUNT VALUE, ACCOUNT VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO -------------- ----------------- ----------------- ---------- Actual.......................................... $1,000.00 $1,027.50 $4.24 0.83% Hypothetical.................................... $1,000.00 $1,021.02 $4.23 0.83% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 32 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolio's management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF"), an affiliate of the Adviser, was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 33 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded fund managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of the Trust's assets, advised by the Adviser, and that the Portfolio would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Balanced Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. The Trustees considered the evaluation as noted in the Investment Performance section of this report. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees noted that the one, three and five year performance of the Investment Trust Balanced Portfolio lagged that of its Universe Group. The Trustees and the Chief Compliance Officer noted the Adviser's process to periodically review the Portfolio and address the Portfolio's performance results. The Trustees directed the Adviser to report to them at each quarterly board meeting about the results of such reviews and steps taken to improve performance and actual performance results. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 34 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other portfolios. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that the Investment Trust Balanced Portfolio's contractual and net advisory fee rates were higher than the majority of its Peer Group and Universe Group, respectively, as were the total actual expenses when compared to the Universe Group. However, after considering the Adviser's agreement to implement expense limitations equal to the Lipper median for the Portfolio's Universe Group, the Trustees concluded that the advisory fee was reasonable. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 35 JPMORGAN INVESTMENT TRUST BALANCED PORTFOLIO - -------------------------------------------------------------------------------- TAX LETTER (UNAUDITED) Certain tax information for the Portfolio is required to be provided to shareholders based upon the Portfolio's income and distributions for the taxable year ended December 31, 2005. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover. DIVIDENDS RECEIVED DEDUCTIONS (DRD) 43.31% of ordinary income distributions qualified for the 70% dividend received deduction for corporate shareholders for the Portfolio's fiscal year ended December 31, 2005. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 36 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITBALP-1205 ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Bond Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 4 Schedule of Portfolio Investments .......................... 6 Statement of Assets and Liabilities ........................ 23 Statement of Operations .................................... 24 Statement of Changes in Net Assets ......................... 25 Financial Highlights ....................................... 26 Notes to Financial Statements .............................. 27 Report of Independent Registered Public Accounting Firm..... 32 Trustees ................................................... 33 Officers ................................................... 35 Schedule of Shareholder Expenses ........................... 37 Board Approval of Investment Advisory Agreements............ 38 Tax Letter.................................................. 41 </Table> HIGHLIGHTS - - Economy perseveres as Fed stays the course. - - Labor markets advance. - - Bond markets remained lethargic. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Bond Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. ECONOMY PERSEVERES AS FED STAYS THE COURSE Throughout 2005, the Federal Reserve (Fed) continued to raise its target rate for overnight lending, while the yield curve continued to flatten. By year-end, the spread between the benchmark two- and 10-year Treasuries narrowed 115 basis points (bps) to end the year slightly inverted by 1 bp. During the first quarter, the Fed raised its target rate for overnight lending for a seventh-consecutive time in March, pushing the fed funds rate to 2.75% at quarter end. The yield curve flattened further, as interest rates on short and intermediate maturities increased and rates on the longest-maturity securities remained relatively flat. Given the relative stability in longer-term interest rates, long-term bonds were the best performers for the quarter. The second quarter saw the Fed continue to raise short-term interest rates with two 25-bp increases in the fed funds rate, which ended the quarter at 3.25%. Despite the Fed's action, the bond market rallied on higher oil prices, mixed economic news and the downgrade of Ford and General Motors bonds to below-investment grade. The Fed's continued tightening at the short end of the yield curve didn't affect yields at the longer end. The yields on the two- and 10-year Treasuries declined 14 and 57 bps, respectively, causing the yield curve to continue to flatten. The rally at the longer end of the yield curve meant that longer-term bonds were the leading performers for the quarter. It was a roller coaster ride for fixed income investors during the third quarter. Bonds sold off in July on signs of continued economic momentum, before rallying in August as Hurricane Katrina brought ambiguity to the financial outlook. Although some investors interpreted the destruction to the Gulf Coast area as a drag on growth, others focused on the inflationary implications of soaring gasoline and commodity prices. In September the markets reversed course again, as the Fed maintained a hawkish tone and raised the fed funds rate for an 11th-consecutive time to 3.75%. By quarter end, the 10-year Treasury yielded 4.32%, 40 bps higher than at the start of the quarter. Despite multiple signs of cooling in the housing market, the economy continued to display resilience as 2005 drew to a close. Third-quarter gross domestic product (GDP) growth, which originally had been reported at 3.8%, was revised to 4.1% annualized, representing the fastest growth rate since the first quarter of 2004. LABOR MARKETS ADVANCE The labor market gained momentum as effects from the devastating hurricane season dwindled as the year progressed. Jobless claims declined steadily throughout the year, and the nation's unemployment rate finished 2005 at 4.9%, compared to 5.4% in December 2004. Perhaps the most robust sector proved to be manufacturing, as the ISM manufacturing survey remained at elevated levels throughout most of 2005. BOND PERFORMANCE LACKLUSTER Overall, the taxable and tax-exempt bond markets remained lethargic throughout the year, with little movement beyond the short end of the yield curve. Concerns about the magnitude of the Fed's tightening campaign, the economic impact of higher energy prices and the possibility of higher inflation kept many investors out of the market. In addition, the flattening of the yield curve and a lack of valuation did little to inspire investors. LONG-TERM RATES UP, BUT CURVE STILL FLAT After remaining relatively stable during the first six months of 2005, yields on longer-term bonds headed up in the second half of 2005, but at a muted pace. For example, the yield on the two-year Treasury increased 75 bps in the second half of the year, while the yield on the 10-year Treasury increased 45 bps. To see the full impact of the curve flattening, one needs to look at the interest rate changes for the entire year. For 2005, the two-year Treasury yield increased by more than 133 bps, while the 10-year Treasury yield rose by only 29 bps. The long end of the curve, as represented by the 30-year Treasury, actually declined by approximately 30 bps. The flattening trend equated to positive returns for portfolios exhibiting barbell strategies. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED), CONTINUED Broad market indexes, such as the Lehman Aggregate Index, posted positive total returns in 2005. This represents the sixth-consecutive year of positive returns, but the lowest since 1999. RATES TO PEAK SOON The bond market currently expects another 25-bp rate hike at the Fed's January meeting (Alan Greenspan's last as Fed chairman) and puts a 50% chance of additional tightening at the March meeting. The yield curve continues to flirt with inversion as the two- and 10-year Treasuries hover at the 4.40% level. If the flat curve persists, liquidity could suffer, as traditional "carry"(1) investors leave the market, and wider spreads may emerge. But if rates stabilize and core inflation remains under control, the stage could be set for a decent market recovery. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely, /s/ George C.W. Gatch George C.W. Gatch President JPMorgan Funds - --------------- (1) "Carry" investors are those who take advantage of lower short-term rates versus higher long-term rates by borrowing short and lending, or investing, long to pick up the yield difference. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q: HOW DID THE PORTFOLIO PERFORM? A. For the 12 months ended December 31, 2005, the JPMorgan Investment Trust Bond Portfolio posted a total return of 2.39% compared to the total return of the Portfolio's benchmark, the Lehman Brothers Aggregate Bond Index, which returned 2.43% for the year. Q: WHY DID THE PORTFOLIO PERFORM IN THIS WAY? A. Yield curve flattening and low volatility were the dominant trends in 2005. The Portfolio benefited from an overweight to high-yielding, high-quality mortgage-backed securities (MBS) and an underweight to corporate bonds. For 2005, credit was the worst performing sector. The Portfolio's positioning in both higher-rated quality (90.0% AAA versus 78.9% for the benchmark) and BBB and lower-rated credits (3.1% versus 7.8% for the benchmark) contributed to excess returns during the year. Within our corporate allocation, we continued to favor financials over industrial and utility credits. This worked well as event risk auto sector woes weighed on sub-sector performance. Given the extent of yield curve flattening, the 30-year segment of the maturity spectrum performed well. Our underweight at the very long end of the yield curve in favor of the 10- to 20-year segment hurt relative returns. Q: HOW WAS THE PORTFOLIO MANAGED? A. We continued to rely on in-depth, security specific analysis to find value in the fixed-income market. Our research resulted in an overweight in MBS, specifically well-structured collateralized mortgage obligations (CMOs) and an underweight in the corporate, treasury and agency sectors. In addition to maintaining a high quality bias, the Portfolio continued to maintain its yield advantage over the index. Our duration positioning is consistent with our duration management philosophy, maintaining our duration at +/-10% of the benchmark. Q: WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. The market is pricing in another 25-basis point rate hike at the January 31st Fed meeting, Greenspan's last as Federal Reserve chairman. Fed fund futures also are projecting a 50% probability of an additional tightening for the March 2006 meeting. The yield curve continued to flirt with inversion as the two-year and 10-year Treasuries hovered at the 4.40% level at year-end. While spreads have widened from the summer and are no longer at the tights of their 10-year historical range, they still remain at expensive levels. In the mortgage sector we continue to favor MBS to agency debentures and seasoned MBS to new issues. Within the corporate sector share buybacks, special dividends, and other shareholder-friendly actions are likely to continue. At the same time default rates are projected to rise in 2006. Given the likelihood for increased name specific event risk, we continue to be selective among issuers, particularly in the BBB segment. <Table> <Caption> Portfolio Composition* Collateralized Mortgage Obligations......... 49.4% U.S. Treasury Obligations................... 17.3% Mortgage Pass-Through Securities............ 10.9% Corporate Bonds............................. 9.6% Short-Term Investment....................... 9.5% Investments of Cash Collateral for Securities Loaned......................... 6.9% Asset Backed Securities..................... 1.3% U.S. Government Agency Securities........... 0.9% Foreign Government Securities............... 0.3% Municipal Bond.............................. 0.1% </Table> - -------------------------------------------------------------------------------- * Percentages indicated are based upon net assets as of December 31, 2005. The portfolio's composition is subject to change. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED LIFE OF PORTFOLIO PERFORMANCE [GRAPH] Value of $10,000 Investment <Table> <Caption> LEHMAN BROTHERS AGGREGATE LIPPER INTERMEDIATE U.S. BOND PORTFOLIO BOND INDEX GOVERNMENT INDEX -------------- ------------------------- ------------------------ 5/97 10000.00 10000.00 10000.00 12/97 10826.00 11029.70 10763.00 12/98 11762.00 11986.40 11643.00 12/99 11585.00 11886.90 11482.00 12/00 13011.00 13269.40 12764.00 12/01 14162.00 14387.10 13732.00 12/02 15577.00 15864.60 15105.00 12/03 16180.00 16515.80 15436.00 12/04 16849.00 17232.50 15878.00 12/05 17251.00 17650.70 16172.00 </Table> <Table> <Caption> - ------------------------------------------------------------------------------------------------------------------------ AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ------------------------------------------------------------------------------------------------------------------------ INCEPTION DATE 1 YEAR 5 YEAR SINCE INCEPTION - ------------------------------------------------------------------------------------------------------------------------ Bond Portfolio 05/01/97 2.39% 5.80% 6.49% - ------------------------------------------------------------------------------------------------------------------------ </Table> SOURCE: LIPPER, INC. THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Bond Portfolio, Lehman Brothers Aggregate Bond Index, and the Lipper Intermediate U.S. Government Index. The performance of the Portfolio assumes reinvestment of all dividends. The performance of the indices does not include fees and expenses attributable to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Lehman Brothers Aggregate Bond Index represents the performance of the bond market as a whole. The Lipper Intermediate U.S. Government Index represents the total returns of the funds in the indicated category, as defined by Lipper Inc. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may reflect also the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS (89.8%): ASSET BACKED SECURITIES (1.3%): 150,000 American Express Credit Account Master Trust Series 2004-3, Class A, 4.35%, 12/15/11.......... 147,837 AmeriCredit Automobile Receivables Trust 58,465 Series 2001-D, Class A4, 4.41%, 11/12/08.......... 58,450 88,297 Series 2003-BX, Class A4A, 2.72%, 01/06/10.......... 86,984 Citibank Credit Card Issuance Trust 150,000 Series 2002-A1, Class A1, 4.95%, 02/09/09.......... 150,148 450,000 Series 2002-C2, Class C2, 6.95%, 02/18/14.......... 487,523 250,000 Series 2005-B1, Class B1, 4.40%, 09/15/10.......... 246,301 165,000 CNH Equipment Trust Series 2003-B, Class A4B, 3.38%, 02/15/11................. 160,962 67,816 Conseco Finance Series 2001-B, Class 1M1, 7.27%, 04/15/09................. 68,656 1,283,419 Countrywide Asset-Backed Certificates Series 2004- AB2, Class A2, FRN, 4.65%, 10/25/33.......... 1,285,226 175,000 Household Automotive Trust Series 2005-1, Class A4, 4.35%, 06/18/12.......... 172,122 MBNA Credit Card Master Note Trust 200,000 Series 2002-C1, Class C1, 6.80%, 07/15/14.......... 215,557 75,000 Series 2003-C1, Class C1, FRN, 6.07%, 06/15/12..... 79,098 MBNA Master Credit Card Trust USA 240,000 Series 1999-J, Class C, 7.85%, 02/15/12 (e)...... 263,089 200,000 Series 2000-D, Class C, 8.40%, 09/15/09 (e)...... 208,385 19,109 Residential Asset Mortgage Products, Inc. Series 2001-RS3, Class AI4, SUB, 6.29%, 10/25/31.......... 19,044 WFS Financial Owner Trust 288,065 Series 2002-2, Class A4, SUB, 4.50%, 02/20/10..... 288,028 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: ASSET BACKED SECURITIES, CONTINUED: 490,000 Series 2003-4, Class A4, 3.15%, 05/20/11.......... 480,789 ------------ Total Asset Backed Securities (Cost $4,373,329) 4,418,199 ------------ COLLATERALIZED MORTGAGE OBLIGATIONS (49.4%): Agency CMO (33.5%): 2,404,999 Federal Home Loan Banks Series 9M-2012, Class A, 4.72%, 09/20/12.......... 2,356,899 Federal Home Loan Mortgage Corp. 31,305 Series 11, Class D, 9.50%, 07/15/19................. 31,244 16,591 Series 22, Class C, 9.50%, 04/15/20................. 16,554 5,758 Series 47, Class F, 10.00%, 06/15/20................. 5,748 3,032 Series 99, Class Z, 9.50%, 01/15/21................. 3,026 1,515 Series 128, Class I, 6.50%, 02/15/21................. 1,510 4,006 Series 1065, Class J, 9.00%, 04/15/21.......... 3,999 543,638 Series 1113, Class J, 8.50%, 06/15/21.......... 544,150 31,927 Series 1250, Class J, 7.00%, 05/15/22.......... 31,872 56,014 Series 1316, Class Z, 8.00%, 06/15/22.......... 56,210 89,943 Series 1324, Class Z, 7.00%, 07/15/22.......... 90,290 60,773 Series 1343, Class LA, 8.00%, 08/15/22.......... 61,897 70,831 Series 1343, Class LB, 7.50%, 08/15/22.......... 71,630 55,502 Series 1394, Class ID, IF, 9.57%, 10/15/22.......... 58,407 50,334 Series 1395, Class G, 6.00%, 10/15/22.......... 50,355 76,527 Series 1404, Class FA, 4.50%, 11/15/07.......... 75,989 4,094 Series 1465, Class SA, IF, IO, 4.62%, 02/15/08...... 36 34,535 Series 1505, Class Q, 7.00%, 05/15/23.......... 35,603 67,750 Series 1518, Class G, IF, 4.88%, 05/15/23.......... 65,345 72,014 Series 1541, Class O, FRN, 3.78%, 07/15/23.......... 69,307 36,026 Series 1561, Class TA, PO, 08/15/08................. 34,286 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 90,928 Series 1596, Class D, 6.50%, 10/15/13.......... 93,290 26,326 Series 1607, Class SA, IF, 13.81%, 10/15/13......... 29,986 49,861 Series 1609, Class L, IF, 7.85%, 11/15/23.......... 49,291 33,792 Series 1625, Class SD, IF, 8.50%, 12/15/08.......... 35,007 700,000 Series 1630, Class PK, 6.00%, 11/15/23.......... 716,088 500,000 Series 1638, Class H, 6.50%, 12/15/23.......... 524,482 2,387 Series 1671, Class QC, IF, 10.00%, 02/15/24......... 2,500 9,174 Series 1685, Class Z, 6.00%, 11/15/23.......... 9,252 15,203 Series 1689, Class SD, IF, 9.39%, 10/15/23.......... 15,581 40,621 Series 1700, Class GA, PO, 02/15/24................. 36,721 2,100,000 Series 1732, Class K, 6.50%, 05/15/24.......... 2,181,093 176,150 Series 1798, Class F, 5.00%, 05/15/23.......... 173,161 370,498 Series 1863, Class Z, 6.50%, 07/15/26.......... 379,061 4,027 Series 1865, Class D, PO, 02/15/24................. 3,125 126,729 Series 1900, Class TA, PO, 08/15/08................. 122,004 11,621 Series 1967, Class PC, PO, 10/15/08................. 11,091 118,723 Series 1981, Class Z, 6.00%, 05/15/27.......... 119,176 154,328 Series 1987, Class PE, 7.50%, 09/15/27.......... 158,882 114,084 Series 2025, Class PE, 6.30%, 01/15/13.......... 116,373 38,415 Series 2033, Class SN, IF, IO, 17.63%, 03/15/24..... 10,413 66,625 Series 2038, Class PN, IO, 7.00%, 03/15/28.......... 11,887 185,285 Series 2054, Class PV, 7.50%, 05/15/28.......... 193,463 157,799 Series 2055, Class OE, 6.50%, 05/15/13.......... 162,073 345,664 Series 2064, Class TE, 7.00%, 06/15/28.......... 359,499 241,866 Series 2075, Class PH, 6.50%, 08/15/28.......... 249,038 219,503 Series 2102, Class TU, 6.00%, 12/15/13.......... 224,333 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 471,240 Series 2115, Class PE, 6.00%, 01/15/14.......... 481,622 101,984 Series 2132, Class PD, 6.00%, 11/15/27.......... 102,947 49,746 Series 2132, Class SB, IF, 11.96%, 03/15/29......... 54,299 111,542 Series 2134, Class PI, IO, 6.50%, 03/15/19.......... 21,171 28,694 Series 2135, Class UK, IO, 6.50%, 03/15/14.......... 4,346 72,114 Series 2143, Class CD, 6.00%, 02/15/28.......... 72,753 829,000 Series 2172, Class QC, 7.00%, 07/15/29.......... 890,453 446,941 Series 2182, Class ZB, 8.00%, 09/15/29.......... 470,301 95,332 Series 2247, Class Z, 7.50%, 08/15/30.......... 96,459 40,663 Series 2261, Class ZY, 7.50%, 10/15/30.......... 41,423 178,924 Series 2283, Class K, 6.50%, 12/15/23.......... 188,658 12,490 Series 2299, Class G, 7.00%, 05/15/14.......... 12,469 42,977 Series 2306, Class K, PO, 05/15/24................. 36,956 103,145 Series 2306, Class SE, IF, IO, 6.08%, 05/15/24...... 13,535 43,124 Series 2317, Class VG, 6.50%, 04/15/31.......... 43,227 142,946 Series 2325, Class PM, 7.00%, 06/15/31.......... 152,220 503,966 Series 2344, Class QG, 6.00%, 08/15/16.......... 516,104 728,381 Series 2344, Class ZD, 6.50%, 08/15/31.......... 759,463 136,886 Series 2344, Class ZJ, 6.50%, 08/15/31.......... 140,965 91,437 Series 2345, Class NE, 6.50%, 08/15/31.......... 94,017 893,798 Series 2345, Class PQ, 6.50%, 08/15/16.......... 924,568 53,752 Series 2353, Class PC, 6.50%, 09/15/15.......... 53,715 332,978 Series 2355, Class BP, 6.00%, 09/15/16.......... 341,021 2,987 Series 2357, Class VX, 6.50%, 12/15/17.......... 2,982 143,330 Series 2359, Class ZB, 8.50%, 06/15/31.......... 167,257 1,104,554 Series 2360, Class PG, 6.00%, 09/15/16.......... 1,128,301 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 8 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 83,773 Series 2362, Class PD, 6.50%, 06/15/20.......... 85,072 65,989 Series 2374, Class PV, 5.50%, 12/15/14.......... 66,165 32,980 Series 2391, Class QE, 5.50%, 05/15/15.......... 33,062 500,000 Series 2391, Class QR, 5.50%, 12/15/16.......... 507,029 500,000 Series 2392, Class PV, 6.00%, 12/15/20.......... 508,220 438,416 Series 2394, Class MC, 6.00%, 12/15/16.......... 449,279 204,155 Series 2410, Class OE, 6.38%, 02/15/32.......... 208,900 247,041 Series 2410, Class QS, IF, 8.14%, 02/15/32.......... 251,743 193,184 Series 2410, Class QX, IF, IO, 4.28%, 02/15/32...... 19,809 126,398 Series 2412, Class SE, IF, 7.11%, 02/15/09.......... 126,234 100,000 Series 2412, Class SP, IF, 7.36%, 02/15/32.......... 95,637 93,110 Series 2419, Class V, 6.50%, 12/15/12.......... 93,262 393,159 Series 2423, Class MC, 7.00%, 03/15/32.......... 407,786 602,330 Series 2423, Class MT, 7.00%, 03/15/32.......... 624,735 227,841 Series 2435, Class CJ, 6.50%, 04/15/32.......... 240,132 470,000 Series 2435, Class VH, 6.00%, 07/15/19.......... 479,716 443,610 Series 2436, Class MC, 7.00%, 04/15/32.......... 462,062 262,097 Series 2444, Class ES, IF, IO, 3.58%, 03/15/32...... 22,762 174,732 Series 2450, Class SW, IF, IO, 3.63%, 03/15/32...... 15,837 193,502 Series 2454, Class BG, 6.50%, 08/15/31.......... 196,738 300,000 Series 2455, Class GK, 6.50%, 05/15/32.......... 313,429 246,607 Series 2460, Class VZ, 6.00%, 11/15/29.......... 251,040 180,758 Series 2461, Class VB, 6.50%, 04/15/18.......... 181,569 282,850 Series 2462, Class JG, 6.50%, 06/15/32.......... 294,413 187,189 Series 2484, Class LZ, 6.50%, 07/15/32.......... 197,600 2,602 Series 2496, Class LD, 8.50%, 11/15/15.......... 2,601 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 1,000,000 Series 2498, Class UD, 5.50%, 06/15/16.......... 1,006,970 790,000 Series 2500, Class MC, 6.00%, 09/15/32.......... 806,991 450,123 Series 2500, Class TD, 5.50%, 02/15/16.......... 452,263 150,000 Series 2503, Class BH, 5.50%, 09/15/17.......... 152,371 500,000 Series 2512, Class PG, 5.50%, 10/15/22.......... 500,893 238,290 Series 2513, Class YO, PO, 02/15/32................. 203,390 500,000 Series 2515, Class DE, 4.00%, 03/15/32.......... 462,839 500,000 Series 2535, Class BK, 5.50%, 12/15/22.......... 505,755 300,000 Series 2543, Class YX, 6.00%, 12/15/32.......... 306,347 500,000 Series 2544, Class HC, 6.00%, 12/15/32.......... 516,160 400,000 Series 2565, Class MB, 6.00%, 05/15/30.......... 407,342 500,000 Series 2575, Class ME, 6.00%, 02/15/33.......... 510,522 220,671 Series 2586, Class WI, IO, 6.50%, 03/15/33.......... 47,068 229,350 Series 2594, Class VA, 6.00%, 03/15/14.......... 233,891 400,000 Series 2594, Class VQ, 6.00%, 08/15/20.......... 406,202 566,127 Series 2597, Class DS, IF, IO, 3.18%, 02/15/33...... 37,016 828,563 Series 2599, Class DS, IF, IO, 2.63%, 02/15/33...... 46,371 892,037 Series 2610, Class DS, IF, IO, 2.73%, 03/15/33...... 51,078 1,215,722 Series 2611, Class SH, IF, IO, 3.28%, 10/15/21...... 86,001 1,000,000 Series 2611, Class UH, 4.50%, 05/15/18.......... 951,687 500,000 Series 2617, Class GR, 4.50%, 05/15/18.......... 477,055 1,129,000 Series 2626, Class NS, IF, IO, 2.18%, 06/15/23...... 61,417 500,000 Series 2628, Class WA, 4.00%, 07/15/28.......... 467,444 2,000,000 Series 2630, Class KN, 2.50%, 04/15/13.......... 1,931,873 500,000 Series 2631, Class LC, 4.50%, 06/15/18.......... 477,610 559,418 Series 2636, Class Z, 4.50%, 06/15/18.......... 526,845 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 9 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 199,277 Series 2638, Class DS, IF, 4.23%, 07/15/23.......... 161,246 61,758 Series 2643, Class HI, IO, 4.50%, 12/15/16.......... 6,506 279,635 Series 2643, Class KG, 4.00%, 05/15/18.......... 278,128 1,114,657 Series 2651, Class VZ, 4.50%, 07/15/18.......... 1,049,355 116,856 Series 2656, Class SH, IF, 8.49%, 02/15/25.......... 118,360 376,186 Series 2668, Class SB, IF, 3.32%, 10/15/15.......... 362,359 500,000 Series 2675, Class CK, 4.00%, 09/15/18.......... 459,681 243,759 Series 2682, Class YS, IF, 2.56%, 10/15/33.......... 174,178 274,714 Series 2684, Class TO, PO, 10/15/33................. 151,954 228,000 Series 2686, Class GB, 5.00%, 05/15/20.......... 227,194 191,467 Series 2691, Class WS, IF, 2.45%, 10/15/33.......... 135,781 1,000,000 Series 2695, Class DE, 4.00%, 01/15/17.......... 947,254 143,188 Series 2705, Class SC, IF, 2.45%, 11/15/33.......... 101,012 218,575 Series 2705, Class SD, IF, 3.38%, 11/15/33.......... 160,676 1,000,000 Series 2715, Class OG, 5.00%, 01/15/23.......... 978,567 1,000,000 Series 2716, Class UN, 4.50%, 12/15/23.......... 947,993 750,000 Series 2727, Class BS, IF, 2.52%, 01/15/34.......... 446,291 55,550 Series 2733, Class GF, FRN, 0.00%, 09/15/33.......... 54,700 500,000 Series 2743, Class HD, 4.50%, 08/15/17.......... 484,038 209,701 Series 2744, Class FE, FRN, 0.00%, 02/15/34.......... 196,060 500,000 Series 2744, Class PD, 5.50%, 08/15/33.......... 515,021 150,367 Series 2753, Class S, IF, 3.26%, 02/15/34.......... 99,438 258,662 Series 2755, Class SA, IF, 5.46%, 05/15/30.......... 240,007 167,224 Series 2766, Class SX, IF, 3.63%, 03/15/34.......... 130,627 59,746 Series 2769, PO, 03/15/34.. 42,729 493,710 Series 2776, Class SK, IF, 2.52%, 04/15/34.......... 379,506 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 57,271 Series 2778, Class BS, IF, 4.83%, 04/15/34.......... 52,332 299,002 Series 2780, Class JG, 4.50%, 04/15/19.......... 283,577 702,000 Series 2809, Class UB, 4.00%, 09/15/17.......... 662,617 151,111 Series 2827, Class SQ, IF, 7.50%, 01/15/19.......... 155,373 143,669 Series 2841, Class GO, PO, 08/15/34................. 138,738 225,221 Series 2846, PO, 08/15/34.. 187,352 500,000 Series 2899, Class KB, 4.50%, 03/15/19.......... 476,097 54,939 Series 2925, Class ZM, 5.00%, 01/15/35.......... 54,473 500,000 Series 2931, Class QC, 4.50%, 01/15/19.......... 483,533 226,762 Series 2958, Class KB, 5.50%, 04/15/35.......... 226,091 1,394,573 Series 2962, Class Z, 4.50%, 04/15/20.......... 1,390,649 1,000,000 Series 2971, Class GB, 5.00%, 11/15/16.......... 1,003,870 100,000 Series 2975, Class KO, PO, 05/15/35................. 80,436 1,000,000 Series 3047, Class OB, 5.50%, 12/15/33.......... 1,011,236 300,000 Series 3047, Class OD, 5.50%, 10/15/35.......... 298,219 1,000,000 Series 3064, Class OB, 5.50%, 07/15/29.......... 1,004,765 Federal Home Loan Mortgage Corp. Structured Pass Through Securities 54,386 Series T-41, Class 3A, 7.50%, 07/25/32.......... 56,797 360,277 Series T-54, Class 2A, 6.50%, 02/25/43.......... 369,504 167,708 Series T-54, Class 3A, 7.00%, 02/25/43.......... 175,517 91,128 Series T-58, Class A, PO, 09/25/43................. 77,650 711,634 Federal Home Loan Mortgage Corp.--Government National Mortgage Association Series 8, Class ZA, 7.00%, 03/25/23................. 730,995 Federal National Mortgage Association 23,538 Series 1989-83, Class H, 8.50%, 08/25/35.......... 25,108 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 10 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 5,187 Series 1990-1, Class D, 8.80%, 01/25/20.......... 5,563 19,565 Series 1990-10, Class L, 8.50%, 02/25/20.......... 20,892 5,396 Series 1990-93, Class G, 5.50%, 08/25/20.......... 5,415 78 Series 1990-140, Class K, IO, HB, 652.15%, 12/25/20................. 1,202 8,225 Series 1990-143, Class J, 8.75%, 12/25/20.......... 8,896 171,030 Series 1992-101, Class J, 7.50%, 06/25/22.......... 173,622 65,951 Series 1992-143, Class MA, 5.50%, 09/25/22.......... 66,396 79,118 Series 1993-164, Class SA, IF, 11.86%, 09/25/08..... 84,633 113,351 Series 1993-164, Class SC, IF, 11.86%, 09/25/08..... 121,253 12,525 Series 1993-165, Class SD, IF, 8.33%, 09/25/23...... 13,152 62,459 Series 1993-165, Class SK, IF, 12.50%, 09/25/23..... 73,202 87,310 Series 1993-167, Class GA, 7.00%, 09/25/23.......... 89,680 43,092 Series 1993-175, Class SA, IF, 12.46%, 09/25/08..... 46,839 36,372 Series 1993-190, Class S, IF, 9.95%, 10/25/08...... 37,394 7,139 Series 1993-196, Class FA, FRN, 3.97%, 10/25/08..... 6,962 10,708 Series 1993-196, Class SB, IF, 9.25%, 10/25/08...... 10,983 500,000 Series 1993-203, Class PL, 6.50%, 10/25/23.......... 515,523 27,596 Series 1993-205, Class H, PO, 09/25/23............. 23,407 280,168 Series 1993-225, Class UB, 6.50%, 12/25/23.......... 290,710 9,635 Series 1993-230, Class FA, FRN, 5.01%, 12/25/23..... 9,779 169,407 Series 1993-233, Class SB, IF, 11.64%, 12/25/08..... 177,120 663,387 Series 1993-250, Class Z, 7.00%, 12/25/23.......... 685,767 214,435 Series 1993-257, Class C, PO, 06/25/23............. 191,191 30,649 Series 1994-13, Class SK, IF, 13.27%, 02/25/09..... 32,571 50,563 Series 1994-33, Class FA, FRN, 4.07%, 03/25/09..... 49,309 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 90,297 Series 1995-2, Class Z, 8.50%, 03/25/25.......... 95,508 83,206 Series 1995-19, Class Z, 6.50%, 11/25/23.......... 88,832 18,141 Series 1996-20, Class L, PO, 09/25/08............. 17,185 35,958 Series 1996-24, Class B, PO, 10/25/08............. 34,605 32,209 Series 1996-39, Class J, PO, 09/25/08............. 30,667 24,403 Series 1996-59, Class J, 6.50%, 08/25/22.......... 24,792 240,164 Series 1996-59, Class K, 6.50%, 07/25/23.......... 246,584 913,557 Series 1997-20, Class IB, IO, FRN, 1.84%, 03/25/27................. 51,405 73,953 Series 1997-39, Class PD, 7.50%, 05/20/27.......... 76,944 171,113 Series 1997-46, Class PL, 6.00%, 07/18/27.......... 174,272 463,287 Series 1997-61, Class ZC, 7.00%, 02/25/23.......... 482,396 186,369 Series 1998-36, Class ZB, 6.00%, 07/18/28.......... 188,441 218,788 Series 1998-43, Class SA, IF, IO, 12.06%, 04/25/23................. 59,150 36,283 Series 2000-52, IO, 8.50%, 01/25/31................. 8,914 240,906 Series 2001-28, Class VB, 6.00%, 02/25/20.......... 241,690 336,628 Series 2001-30, Class PM, 7.00%, 07/25/31.......... 371,252 390,698 Series 2001-33, Class ID, IO, 6.00%, 07/25/31...... 82,024 752,534 Series 2001-36, Class DE, 7.00%, 08/25/31.......... 784,552 86,399 Series 2001-44, Class PD, 7.00%, 09/25/31.......... 89,917 250,000 Series 2001-50, Class VB, 6.50%, 12/25/16.......... 253,651 398,346 Series 2001-52, Class XN, 6.50%, 11/25/15.......... 411,306 468,133 Series 2001-61, Class Z, 7.00%, 11/25/31.......... 495,140 500,000 Series 2001-69, Class PG, 6.00%, 12/25/16.......... 514,616 402,291 Series 2001-71, Class QE, 6.00%, 12/25/16.......... 411,873 1,000,000 Series 2001-74, Class MB, 6.00%, 12/25/16.......... 1,042,978 390,218 Series 2001-78, Class VB, 6.00%, 12/25/15.......... 390,819 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 149,500 Series 2001-80, Class PE, 6.00%, 07/25/29.......... 152,155 208,856 Series 2002-1, Class HC, 6.50%, 02/25/22.......... 216,297 53,291 Series 2002-1, Class SA, IF, 10.96%, 02/25/32..... 58,166 909,601 Series 2002-2, Class UC, 6.00%, 02/25/17.......... 924,748 500,000 Series 2002-3, Class OG, 6.00%, 02/25/17.......... 515,741 86,199 Series 2002-8, Class SR, IF, 7.09%, 03/25/09...... 86,572 1,114,126 Series 2002-13, Class SJ, IF, IO, 1.60%, 03/25/32................. 48,821 800,000 Series 2002-18, Class PC, 5.50%, 04/25/17.......... 815,011 1,000,000 Series 2002-19, Class PE, 6.00%, 04/25/17.......... 1,025,982 500,000 Series 2002-28, Class PK, 6.50%, 05/25/32.......... 518,667 1,000,000 Series 2002-56, Class UC, 5.50%, 09/25/17.......... 1,014,274 215,698 Series 2002-59, Class VB, 6.50%, 04/25/32.......... 217,802 594,889 Series 2002-62, Class ZE, 5.50%, 11/25/17.......... 597,979 208,449 Series 2002-73, Class S, IF, 5.30%, 11/25/09...... 203,571 750,000 Series 2002-74, Class LD, 5.00%, 01/25/16.......... 746,806 700,000 Series 2002-74, Class PD, 5.00%, 11/25/15.......... 697,483 400,000 Series 2002-74, Class VB, 6.00%, 11/25/31.......... 405,858 195,017 Series 2002-77, Class S, IF, 6.46%, 12/25/32...... 163,355 49,564 Series 2002-91, Class UH, IO, 5.50%, 06/25/22...... 7,056 500,000 Series 2002-93, Class PD, 3.50%, 02/25/29.......... 481,289 500,000 Series 2002-94, Class BK, 5.50%, 01/25/18.......... 508,332 293,607 Series 2003-16, Class PI, IO, 5.00%, 11/25/12...... 11,001 293,000 Series 2003-22, Class UD, 4.00%, 04/25/33.......... 248,804 250,000 Series 2003-41, Class PE, 5.50%, 05/25/23.......... 256,027 100,000 Series 2003-47, Class PE, 5.75%, 06/25/33.......... 100,247 929,612 Series 2003-52, Class PA, 6.50%, 06/25/35.......... 968,642 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 72,389 Series 2003-64, Class SX, IF, 3.02%, 07/25/33...... 47,312 290,227 Series 2003-66, Class PA, 3.50%, 02/25/33.......... 267,061 647,059 Series 2003-68, Class LC, 3.00%, 07/25/22.......... 537,704 811,427 Series 2003-68, Class QP, 3.00%, 07/25/22.......... 751,964 145,800 Series 2003-71, Class DS, IF, 1.75%, 08/25/33...... 112,353 1,211,295 Series 2003-73, Class GA, 3.50%, 05/25/31.......... 1,136,072 1,382,746 Series 2003-80, Class SY, IF, IO, 3.27%, 06/25/23................. 107,179 500,000 Series 2003-83, Class PG, 5.00%, 06/25/23.......... 490,550 143,171 Series 2003-91, Class SD, IF, 5.20%, 09/25/33...... 132,369 250,000 Series 2003-106, Class US, IF, 2.51%, 11/25/23...... 186,563 1,000,000 Series 2003-113, Class PC, 4.00%, 03/25/15.......... 970,825 1,409,734 Series 2003-116, Class SB, IF, IO, 3.22%, 11/25/33.. 103,745 600,000 Series 2003-117, Class JB, 3.50%, 06/25/33.......... 526,310 500,000 Series 2003-128, Class KE, 4.50%, 01/25/14.......... 491,294 500,000 Series 2003-128, Class NG, 4.00%, 01/25/19.......... 457,136 214,111 Series 2003-130, Class SX, IF, 4.95%, 01/25/34...... 199,830 303,504 Series 2003-132, Class OA, PO, 08/25/33............. 223,767 700,000 Series 2004-1, Class AC, 4.00%, 02/25/19.......... 642,551 476,873 Series 2004-4, Class QM, IF, 5.44%, 06/25/33...... 441,132 323,466 Series 2004-10, Class SC, IF, 11.09%, 02/25/34..... 356,889 164,907 Series 2004-14, Class SD, IF, 2.51%, 03/25/34...... 120,272 1,000,000 Series 2004-21, Class AE, 4.00%, 04/25/19.......... 913,175 176,125 Series 2004-21, Class CO, PO, 04/25/34............. 114,496 184,768 Series 2004-22, Class A, 4.00%, 04/25/19.......... 173,624 613,063 Series 2004-25, Class SA, IF, 7.48%, 04/25/34...... 602,513 670,000 Series 2004-27, Class HB, 4.00%, 05/25/19.......... 608,885 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 100,000 Series 2004-36, Class PC, 5.50%, 02/25/34.......... 99,088 525,283 Series 2004-36, Class SA, IF, 7.48%, 05/25/34...... 527,203 121,591 Series 2004-51, Class SY, IF, 5.48%, 07/25/34...... 113,803 150,029 Series 2004-61, Class SK, FRN, 8.50%, 11/25/32..... 169,708 200,000 Series 2004-76, Class CL, 4.00%, 10/25/19.......... 183,642 1,000,000 Series 2004-81, Class AC, 4.00%, 11/25/19.......... 916,228 226,413 Series 2004-92, Class JO, PO, 12/25/34............. 184,394 988,513 Series 2005-28, Class JA, 5.00%, 04/25/35.......... 939,726 1,000,000 Series 2005-40, Class YA, 5.00%, 09/25/20.......... 998,210 500,000 Series 2005-47, Class AN, 5.00%, 12/25/16.......... 499,075 853,000 Series 2005-68, Class BC, 5.25%, 06/25/35.......... 830,061 1,100,000 Series 2005-68, Class PG, 5.50%, 08/25/35.......... 1,103,936 1,000,000 Series 2005-84, Class XM, 5.75%, 10/25/35.......... 1,017,105 1,000,000 Series 2005-109, Class PC, 6.00%, 12/25/35.......... 1,052,210 1,500,000 Series 2005-110, Class GJ, 5.50%, 11/25/30.......... 1,506,449 3,000,000 Series 2005-110, Class GK, 5.50%, 08/25/34.......... 2,954,582 700,000 Series 2005-110, Class MN, 5.50%, 06/25/35.......... 707,875 1,000,000 Series 2005-110, Class GL, 5.50%, 12/25/35.......... 979,432 180,926 Series 2989, PO, 06/15/23.. 142,814 88,494 Series G92-15, Class Z, 7.00%, 01/25/22.......... 90,608 11,411 Series G92-42, Class Z, 7.00%, 07/25/22.......... 11,881 227,564 Series G92-44, Class ZQ, 8.00%, 07/25/22.......... 241,834 128,621 Series G92-54, Class ZQ, 7.50%, 09/25/22.......... 135,073 8,287 Series G92-59, Class F, FRN, 3.77%, 10/25/22..... 8,129 20,200 Series G92-61, Class Z, 7.00%, 10/25/22.......... 21,137 218,625 Series G92-66, Class KB, 7.00%, 12/25/22.......... 227,264 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 64,162 Series G93-1, Class KA, 7.90%, 01/25/23.......... 68,029 67,602 Series G93-17, Class SI, IF, 6.00%, 04/25/23...... 65,773 Federal National Mortgage Association Interest STRIPS 150,912 Series 329, PO, 12/01/32... 116,625 182,745 Series 340, PO, 09/01/33... 136,026 140 Series 2004-92, Class JO, IO, HB, 256.00%, 11/01/08................. 503 Federal National Mortgage Association Whole Loan 258,060 Series 2003-W1, Class 1A1, 6.50%, 12/25/42.......... 263,998 157,870 Series 2003-W1, Class 2A, 7.50%, 12/25/42.......... 165,128 154,149 Series 2003-W8, Class 1A3, 4.75%, 12/25/42.......... 152,653 262,489 Series 2004-W2, Class 2A2, 7.00%, 02/25/44.......... 272,515 Government National Mortgage Association 188,676 Series 1994-3, Class PQ, 7.49%, 07/16/24.......... 197,750 500,000 Series 1994-7, Class PQ, 6.50%, 10/16/24.......... 525,439 188,147 Series 1996-16, Class E, 7.50%, 08/16/26.......... 195,789 193,161 Series 1997-8, Class PN, 7.50%, 05/16/27.......... 202,469 220,178 Series 1998-26, Class K, 7.50%, 09/17/25.......... 231,100 924,353 Series 1999-10, Class ZC, 6.50%, 04/20/29.......... 947,019 203,218 Series 1999-41, Class Z, 8.00%, 11/16/29.......... 214,909 125,366 Series 1999-44, Class PC, 7.50%, 12/20/29.......... 131,368 153,486 Series 1999-44, Class ZG, 8.00%, 12/20/29.......... 161,036 108,924 Series 2000-6, Class Z, 7.50%, 02/20/30.......... 112,281 327,800 Series 2000-9, Class ZJ, 8.50%, 02/16/30.......... 360,203 153,000 Series 2000-14, Class PD, 7.00%, 02/16/30.......... 159,971 418,648 Series 2000-21, Class Z, 9.00%, 03/16/30.......... 466,532 91,503 Series 2000-26, Class Z, 7.75%, 09/20/30.......... 93,767 12,832 Series 2000-36, Class IK, IO, 9.00%, 11/16/30...... 2,491 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Agency CMO, continued: 800,000 Series 2000-36, Class PB, 7.50%, 11/16/30.......... 861,282 162,283 Series 2000-37, Class B, 8.00%, 12/20/30.......... 171,162 42,445 Series 2000-38, Class AH, 7.15%, 12/20/30.......... 43,619 119,717 Series 2001-4, Class SJ, IF, IO, 3.78%, 01/19/30................. 3,080 334,840 Series 2001-36, Class S, IF, IO, 3.68%, 08/16/31................. 15,386 200,000 Series 2001-64, Class MQ, 6.50%, 12/20/31.......... 207,503 56,643 Series 2002-24, Class SB, IF, 5.37%, 04/16/32...... 54,741 131,645 Series 2002-36, Class VB, 6.50%, 07/20/19.......... 131,998 1,250,000 Series 2002-45, Class QE, 6.50%, 06/20/32.......... 1,312,289 300,000 Series 2002-54, Class GB, 6.50%, 08/20/32.......... 311,630 133,262 Series 2002-88, Class LI, IO, 5.50%, 11/20/28...... 4,772 344,179 Series 2003-4, Class NI, IO, 5.50%, 01/20/32...... 56,020 35,774 Series 2003-24, PO, 03/16/33................. 30,271 873,680 Series 2003-76, Class LS, IF, IO, 2.83%, 09/20/31................. 46,708 950,277 Series 2004-11, Class SW, IF, IO, 1.13%, 02/20/34.. 36,386 121,377 Series 2004-28, Class S, IF, 7.65%, 04/16/34...... 120,323 Vendee Mortgage Trust 173,116 Series 1994-1, Class 1, VAR, 5.63%, 02/15/24..... 172,082 462,602 Series 1996-1, Class 1Z, 6.75%, 02/15/26.......... 471,009 255,918 Series 1996-2, Class 1Z, 6.75%, 06/15/26.......... 265,987 903,712 Series 1997-1, Class 2Z, 7.50%, 02/15/27.......... 964,413 265,392 Series 1998-1, Class 2E, 7.00%, 09/15/27.......... 275,677 ------------ 109,602,692 ------------ Non-Agency CMO (15.9%): 550,000 Banc of America Commercial Mortgage, Inc. Series 2005-6, VAR, 5.18%, 09/10/47................. 552,922 Banc of America Funding Corp. </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Non-Agency CMO, continued: 251,949 Series 2003-1, Class A, PO, 09/20/32................. 193,682 495,667 Series 2003-3, Class 1A33, 5.50%, 10/25/33.......... 482,565 180,353 Series 2004-1, PO, 03/25/34................. 144,159 1,052,040 Series 2005-E, Class 4A1, FRN, 4.10%, 03/20/35..... 1,032,314 1,000,000 Series 2005-6, Class 2A7, 5.50%, 10/25/35.......... 988,358 Banc of America Mortgage Securities 143,939 Series 2002-10, Class A, PO, 11/25/32............. 132,291 81,921 Series 2003-8 Class A, PO, 11/25/33................. 60,282 86,063 Series 2004-4, Class A, PO, 05/25/34................. 62,943 250,000 Series 2004-6, Class 2A5, PO, 07/25/34............. 210,586 268,461 Series 2004-6, Class A, PO, 07/25/34................. 185,883 309,379 Series 2004-7 Class 1A19, PO, 08/25/34............. 285,921 200,000 Series 2004-E, Class 2A5, FRN, 4.12%, 06/25/34..... 192,536 789,223 Series 2004-J, Class 3A1, FRN, 5.08%, 11/25/34..... 781,645 Bank of America Alternative Loan Trust 314,167 Series 2004-5, Class 3A3, PO, 06/25/34............. 214,829 180,759 Series 2004-6, Class 15, PO, 07/25/34............. 139,725 Bear Stearns Adjustable Rate Mortgage Trust 540,083 Series 2003-7, Class 3A, VAR, 4.94%, 10/25/33..... 529,135 100,000 Series 2004-4, Class A4, VAR, 3.51%, 06/25/34..... 97,288 Bear Stearns Commercial Mortgage Securities 61,641 Series 2000-WF1, Class A1, 7.64%, 02/15/32.......... 64,001 125,000 Series 2004-T16, Class A2, 3.70%, 02/13/46.......... 121,519 250,000 Series 2005-PWR9, Class AAB, 4.80%, 09/15/42..... 245,156 Citicorp Mortgage Securities, Inc. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 14 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Non-Agency CMO, continued: 1,809,821 Series 2004-1, Class 3A1, 4.75%, 01/25/34.......... 1,771,237 861,605 Series 2004-5, Class 2A5, 4.50%, 08/25/34.......... 827,109 Citigroup Mortgage Loan Trust, Inc. 141,325 Series 2003-UP3, Class A3, 7.00%, 09/25/33.......... 144,196 262,102 Series 2003-UST1, Class A1, FRN, 5.50%, 12/25/18..... 261,610 124,446 Series 2003-UST1, PO, 12/25/18................. 103,950 79,155 Series 2003-UST1, PO, 12/25/18................. 66,328 641,823 Series 2005-1, Class 2A1A, VAR, 4.70%, 04/25/35..... 637,260 Countrywide Alternative Loan Trust 436,000 Series 2002-8, Class A4, 6.50%, 07/25/32.......... 434,500 125,523 Series 2003-J1, PO, 10/25/33................. 97,723 1,221,980 Series 2004-2CB, Class 1A9, 5.75%, 03/25/34.......... 1,157,300 1,853,583 Series 2005-22T1, Class A2, IF, IO, 0.69%, 06/25/35.. 20,990 418,607 Series 2005-26CB, Class A10, IF, 5.11%, 07/25/35................. 405,596 1,181,600 Series 2005-28CB, Class 1A4, 5.50%, 08/25/35..... 1,149,119 600,000 Series 2005-54CB, Class 1A11, 5.50%, 11/25/35.... 588,269 3,602,151 Series 2005-J1, Class 1A4, IF, IO, 0.72%, 02/25/35................. 39,029 Countrywide Home Loan Mortgage Pass Through Trust 895,845 Series 2003-26, Class 1A6, 3.50%, 08/25/33.......... 829,395 74,470 Series 2003-34, Class A11, 5.25%, 09/25/33.......... 74,200 186,364 Series 2003-44, Class A6, PO, 10/25/33............. 145,080 314,728 Series 2003-J7, Class 4A3, IF, 4.14%, 08/25/18...... 291,283 352,502 Series 2004-7, Class 2A1, FRN, 4.08%, 06/25/34..... 338,785 226,517 Series 2004-HYB1, Class 2A, VAR, 4.25%, 05/20/34..... 221,496 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Non-Agency CMO, continued: 274,715 Series 2004-HYB3, Class 2A, VAR, 4.10%, 06/20/34..... 267,882 990,029 Series 2004-J8, Class 1A2, 4.75%, 11/25/19.......... 965,345 141,171 Series 2004-J8, PO, 11/25/19................. 108,264 500,000 Series 2005-16, Class A23, 5.50%, 09/25/35.......... 489,465 966,443 Series 2005-22, Class 2A1, FRN, 5.35%, 11/25/35..... 964,199 162,282 Credit Suisse First Boston Mortgage Securities Corp. Series 2004-5, PO, 08/25/19................. 129,714 257,343 First Horizon Alternative Mortgage Securities Series 2005-FA8, Class 1A19, 5.50%, 11/25/35.... 245,234 First Horizon Asset Securities, Inc. 500,000 Series 2003-3, Class 1A4, 3.90%, 05/25/33.......... 473,002 651,943 Series 2004-AR1, Class 2A2, FRN, 5.03%, 04/25/35..... 646,341 921,903 Series 2004-AR7, Class 2A1, FRN, 4.94%, 02/25/35..... 914,125 300,000 Series 2004-AR7, Class 2A2, FRN, 4.94%, 02/25/35..... 296,437 GMAC Mortgage Corp. Loan Trust 650,000 Series 2005-AR3, Class 3A4, VAR, 4.89%, 06/19/35..... 642,391 867,153 Series 2005-AR3, Class 3A3, VAR, 4.89%, 06/19/35..... 863,023 GSR Mortgage Loan Trust 409,532 Series 2004-6F, Class 1A2, 5.00%, 05/25/34.......... 366,509 1,000,000 Series 2004-6F, Class 3A4, 6.50%, 05/25/34.......... 1,032,747 799,629 Series 2004-10F, Class 2A1, 5.00%, 08/25/19.......... 790,396 51,533 Series 2004-13F, Class 3A3, 6.00%, 11/25/34.......... 51,452 MASTR Adjustable Rate Mortgages Trust 494,154 Series 2004-13, Class 2A1, FRN, 3.82%, 04/21/34..... 482,168 1,100,000 Series 2004-13, Class 3A6, FRN, 3.79%, 11/21/34..... 1,058,002 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Non-Agency CMO, continued: 1,216,819 Series 2005-3, PO, 05/28/35 (e)............. 888,277 MASTR Alternative Loans Trust 596,202 Series 2003-9, Class 8A1, 6.00%, 01/25/34.......... 599,630 1,705,231 Series 2004-4, Class 10A1, 5.00%, 05/25/24.......... 1,657,393 646,170 Series 2004-6, Class 7A1, 6.00%, 07/25/34.......... 647,180 89,883 Series 2004-7, Class 30, PO, 08/25/34............. 69,095 863,785 Series 2004-10, Class 1A1, 4.50%, 09/25/19.......... 834,632 MASTR Asset Securitization Trust 242,205 Series 2003-4, Class 2A2, 5.00%, 05/25/18.......... 241,066 351,944 Series 2003-12, Class 15, PO, 12/25/18............. 285,580 404,409 Series 2004-8, PO, 08/25/19................. 305,277 731,383 Series 2004-10, Class 15, PO, 10/25/19............. 626,695 417,194 Series 2004-92, Class JO, PO, 07/25/19............. 311,892 330,000 Merrill Lynch Mortgage Trust Series 2005-MCP1, Class ASB, VAR, 4.67%, 06/12/43................. 330,567 267,051 MortgageIT Trust Series 2005-1, Class 1A1, FRN, 4.70%, 02/25/35.......... 267,140 198,772 Nomura Asset Acceptance Corp. Series 2004-R2, Class A1, VAR, 6.50%, 10/25/34 (e)............. 200,999 1,065,638 Residential Accredit Loans, Inc. Series 2003-QS14, Class A1, 5.00%, 07/25/18................. 1,048,655 Residential Accredit Loans, Inc. 500,000 Series 2002-QS8, Class A5, 6.25%, 06/25/17.......... 500,828 91,699 Series 2002-QS16, Class A3, IF, 7.47%, 10/25/17...... 86,340 672,939 Series 2003-QR19, Class CB4, 5.75%, 10/25/33..... 644,697 117,490 Series 2003-QS3, Class A2, IF, 6.87%, 02/25/18...... 118,227 428,865 Series 2003-QS3, Class A8, IF, IO, 3.22%, 02/25/18.. 28,000 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Non-Agency CMO, continued: 908,271 Series 2003-QS9, Class A3, IF, IO, 3.17%, 05/25/18.. 63,790 318,604 Series 2003-QS18, Class A1, 5.00%, 09/25/18.......... 313,726 Residential Asset Securitization Trust 133,101 Series 2003-A14, Class A1, 4.75%, 02/25/19.......... 129,482 Residential Funding Mortgage Securities I 558,733 Series 2003-S7, Class A17, 4.00%, 05/25/33.......... 537,088 165,000 Series 2003-S12, Class 4A5, 4.50%, 12/25/32.......... 155,736 471,894 Series 2003-S13, Class 4A5, 2.50%, 06/25/18.......... 451,449 725,504 Series 2005-SA4, Class 1A1, VAR, 5.01%, 09/25/35..... 730,945 Salomon Brothers Mortgage Securities VII 48,215 Series 2003-UP2, PO, 12/25/18................. 40,324 Structured Adjustable Rate Mortgage Loan Trust 400,000 Series 2004-6, Class 5A4, VAR, 5.00%, 06/25/34..... 392,930 Structured Asset Securities Corp. 500,000 Series 2003-8, Class 1A2, 5.00%, 04/25/18.......... 490,071 376,127 Series 2004-20, Class 1A3, 5.25%, 11/25/34.......... 368,041 Wachovia Bank Commercial Mortgage Trust 450,000 Series 2004-C15, Class A2, 4.04%, 10/15/41.......... 434,560 Washington Mutual Alternative Mortgage Pass-Through Certificates 367,647 Series 2002-MS12, Class A, 6.50%, 05/25/32.......... 369,307 5,013,726 Series 2005-2, Class 1A4, IF, IO, 0.67%, 04/25/35................. 46,533 1,576,065 Series 2005-2, Class 2A3, IF, IO, 0.62%, 04/25/35................. 12,017 800,000 Series 2005-4, Class CB7, 5.50%, 06/25/35.......... 781,171 144,875 Series 2005-4, Class DP, PO, 06/25/20............. 122,178 467,526 Series 2005-6, Class 2A4, 5.50%, 08/25/35.......... 466,556 Washington Mutual, Inc. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Non-Agency CMO, continued: 192,966 Series 2003-AR4, Class A6, VAR, 3.42%, 05/25/33..... 188,181 119,469 Series 2003-AR8, Class A, FRN, 4.03%, 08/25/33..... 119,060 406,044 Series 2003-S4, Class 3A, 5.50%, 06/25/33.......... 402,539 452,456 Series 2003-S8, Class A4, 4.50%, 09/25/18.......... 429,042 926,106 Series 2003-S10, Class A5, 5.00%, 10/25/18.......... 907,470 71,239 Series 2003-S10, Class A6, PO, 10/25/18............. 49,071 165,394 Series 2004-AR3, Class A2, VAR, 4.24%, 06/25/34..... 162,624 909,313 Series 2004-S3, Class 2A3, IF, 6.80%, 07/25/34...... 889,857 Wells Fargo Mortgage Backed Securities Trust 150,000 Series 2003-8, Class A9, 4.50%, 08/25/18.......... 143,023 115,263 Series 2003-11, Class 1A, PO, 10/25/18............. 82,215 663,000 Series 2003-11, Class 1A4, 4.75%, 10/25/18.......... 647,025 146,798 Series 2003-17, Class 2A4, 5.50%, 01/25/34.......... 146,419 722,433 Series 2003-K, Class 1A2, FRN, 4.49%, 11/25/33..... 695,341 418,457 Series 2004-7, Class 2A2, 5.00%, 07/25/19.......... 412,311 889,448 Series 2004-BB, Class A4, FRN, 4.57%, 01/25/35..... 877,198 824,460 Series 2004-EE, Class 3A1, FRN, 3.99%, 01/25/35..... 803,481 600,000 Series 2004-S, Class A5, FRN, 3.54%, 09/25/34..... 576,991 958,143 Series 2004-P, Class 2A1, FRN, 4.23%, 09/25/34..... 936,437 444,806 Series 2005-AR10, Class 2A4, FRN, 4.11%, 06/25/35................. 432,991 454,722 Series 2005-AR16, Class 2A1, VAR, 4.95%, 10/25/35................. 452,232 ------------ 52,060,473 ------------ Total Collateralized Mortgage Obligations (Cost $162,927,773) 161,663,165 ------------ CORPORATE BONDS (9.6%): Aerospace & Defense (0.0%): (g) 80,957 Systems 2001 AT LLC 7.16%, 12/15/11 (e)............. 84,828 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Airlines (0.3%): 85,000 American Airlines, Inc. Series 1999-1, 7.02%, 04/15/11................. 87,150 275,000 Delta Air Lines, Inc. Series 2000-1, 7.57%, 05/18/12 (d)............. 270,956 86,163 Southwest Airlines Co. Series 2001-1, 5.10%, 11/01/07................. 86,319 United AirLines, Inc. 70,020 Series 2000-2, 7.19%, 10/01/12................. 69,758 84,632 Series 2001-1, 7.78%, 07/01/15................. 84,272 298,080 Series 2001-1, 6.07%, 09/01/14 (c)............. 292,016 189,890 Series 2001-1, 6.20%, 09/01/08................. 186,159 ------------ 1,076,630 ------------ Automobile Manufacturers (0.1%): 350,000 DaimlerChrysler NA Holding Corp. 7.20%, 09/01/09.... 370,141 ------------ Capital Markets (1.4%): 400,000 Bear Stearns Cos. (The) 3.25%, 03/25/09.......... 379,399 Credit Suisse First Boston USA, Inc. 150,000 5.50%, 08/15/13............ 153,014 500,000 6.13%, 11/15/11............ 524,871 Goldman Sachs Group, Inc. 200,000 3.88%, 01/15/09............ 194,151 375,000 4.75%, 07/15/13............ 363,739 150,000 5.25%, 10/15/13............ 149,964 400,000 6.88%, 01/15/11............ 430,909 Lehman Brothers Holdings, Inc. 100,000 4.00%, 01/22/08............ 98,344 100,000 4.80%, 03/13/14............ 97,639 175,000 6.63%, 01/18/12............ 188,942 Merrill Lynch & Co., Inc. 200,000 3.70%, 04/21/08............ 194,856 150,000 5.45%, 07/15/14............ 152,451 200,000 Series C, 4.13%, 01/15/09.. 196,007 Morgan Stanley 400,000 4.75%, 04/01/14............ 383,627 300,000 6.60%, 04/01/12............ 322,460 640,000 6.75%, 04/15/11............ 688,977 150,000 State Street Corp. 7.65%, 06/15/10................. 167,568 ------------ 4,686,918 ------------ </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 17 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Chemicals (0.1%): 150,000 Dow Chemical Co. (The) 6.13%, 02/01/11............ 157,067 ------------ Commercial Banks (1.2%): Bank of America Corp. 200,000 3.88%, 01/15/08 (c)........ 196,334 200,000 5.25%, 12/01/15............ 200,407 570,000 7.80%, 02/15/10............ 629,445 75,000 Branch Banking & Trust Co. Wilson North Carolina 4.88%, 01/15/13.......... 74,282 200,000 First Bank NA 6.50%, 02/01/08................. 206,806 250,000 Firstar Bank NA 7.13%, 12/01/09................. 269,722 50,000 HSBC Holdings plc (United Kingdom) 7.35%, 11/27/32................. 60,415 250,000 Huntington National Bank 8.00%, 04/01/10.......... 276,388 200,000 Keycorp Series G, 4.70%, 05/21/09................. 199,247 75,000 Popular North America, Inc. 4.25%, 04/01/08.......... 73,561 190,000 Royal Bank of Canada (Canada) 3.88%, 05/04/09................. 184,771 250,000 Suntrust Bank 6.38%, 04/01/11................. 265,025 100,000 US Bancorp 7.50%, 06/01/26................. 122,984 100,000 Wachovia Bank NA 7.80%, 08/18/10................. 112,243 Wachovia Corp. 240,000 3.50%, 08/15/08............ 231,906 150,000 3.63%, 02/17/09............ 144,673 260,000 Wells Fargo & Co. 3.13%, 04/01/09................. 246,284 250,000 Wells Fargo Bank NA 7.55%, 06/21/10................. 276,120 ------------ 3,770,613 ------------ Commercial Services & Supplies (0.0%): (g) 100,000 PHH Corp. 7.13%, 03/01/13................. 105,588 ------------ Computers & Peripherals (0.0%): (g) 150,000 International Business Machines Corp. 5.39%, 01/22/09................. 152,349 ------------ Consumer Finance (0.8%): 100,000 American Express Credit Corp. 3.00%, 05/16/08.... 95,836 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Consumer Finance, continued: General Motors Acceptance Corp. 315,000 6.13%, 09/15/06............ 305,977 490,000 7.25%, 03/02/11............ 450,378 HSBC Finance Corp. 500,000 5.88%, 02/01/09............ 510,986 200,000 6.40%, 06/17/08............ 206,328 500,000 6.50%, 11/15/08............ 520,387 200,000 7.88%, 03/01/07............ 206,449 International Lease Finance Corp. 60,000 4.50%, 05/01/08............ 59,310 40,000 5.88%, 05/01/13............ 41,394 165,000 6.38%, 03/15/09............ 171,378 100,000 SLM Corp. Series A, 5.38%, 01/15/13................. 101,389 ------------ 2,669,812 ------------ Diversified Financial Services (2.1%): Associates Corp. N.A. 200,000 8.15%, 08/01/09............ 220,799 250,000 8.55%, 07/15/09............ 278,912 CIT Group, Inc. 225,000 6.50%, 02/07/06 (c)........ 225,394 100,000 7.75%, 04/02/12............ 113,413 Citigroup, Inc. 150,000 4.70%, 05/29/15............ 144,938 300,000 5.63%, 08/27/12............ 309,214 50,000 Credit Suisse First Boston USA, Inc. 4.88%, 01/15/15 (c)............. 48,654 Ford Motor Credit Co. 250,000 6.88%, 02/01/06............ 249,480 900,000 7.38%, 10/28/09............ 798,197 General Electric Capital Corp. 200,000 6.75%, 03/15/32 (c)........ 234,770 500,000 7.38%, 01/19/10 (c)........ 545,167 150,000 Series A, 3.50%, 05/01/08.. 145,703 175,000 Series A, 4.25%, 01/15/08.. 172,965 170,000 Series A, 5.00%, 02/15/07.. 170,247 300,000 Series A, 5.88%, 02/15/12.. 312,915 200,000 Series A, 6.00%, 06/15/12.. 210,638 150,000 HSBC Finance Corp. 5.00%, 06/30/15................. 145,862 John Hancock Global Funding II 100,000 3.50%, 01/30/09 (e)........ 95,992 100,000 7.90%, 07/02/10 (c) (e).... 112,453 MassMutual Global Funding II 160,000 3.25%, 06/15/07 (e)........ 156,198 200,000 3.50%, 03/15/10 (e)........ 188,619 100,000 Merrill Lynch & Co., Inc. 4.79%, 08/04/10 (c)...... 98,875 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Diversified Financial Services, continued: 885,000 National Rural Utilities Cooperative Finance Corp. 6.00%, 05/15/06.......... 889,090 New York Life Global Funding 75,000 3.88%, 01/15/09 (e)........ 72,816 250,000 5.38%, 09/15/13 (c) (e).... 256,716 300,000 Principal Life Global Funding I 6.25%, 02/15/12 (e)............. 318,667 100,000 Toyota Motor Credit Corp. 2.88%, 08/01/08.......... 95,443 100,000 Washington Mutual Financial Corp. 6.88%, 05/15/11.... 108,416 ------------ 6,720,553 ------------ Diversified Telecommunication Services (0.9%): 325,140 Bellsouth Telecommunications 6.30%, 12/15/15................. 337,298 400,000 British Telecommunications plc (United Kingdom) 8.37%, 12/15/10.......... 455,344 180,000 France Telecom S.A. (France) 7.75%, 03/01/11................. 201,049 150,000 Nynex Capital Funding Co. Series B, SUB, 8.23%, 10/15/09................. 164,061 Sprint Capital Corp. 500,000 6.00%, 01/15/07............ 504,890 150,000 7.13%, 01/30/06............ 150,262 100,000 8.38%, 03/15/12............ 115,896 60,000 8.75%, 03/15/32............ 79,625 115,000 Telus Corp. (Canada) 8.00%, 06/01/11................. 128,922 650,000 Verizon Global Funding Corp. 7.25%, 12/01/10.... 705,334 100,000 Verizon Pennsylvania, Inc. 8.35%, 12/15/30.......... 118,542 100,000 Verizon Virginia, Inc. Series A, 4.63%, 03/15/13................. 92,627 ------------ 3,053,850 ------------ Electric Utilities (0.5%): 41,000 American Electric Power Co., Inc. Series A, 6.13%, 05/15/06.......... 41,185 100,000 Carolina Power & Light Co. 5.13%, 09/15/13.......... 99,735 165,000 Constellation Energy Group, Inc. 6.35%, 04/01/07..... 167,608 130,000 DTE Energy Co. Series A, 6.65%, 04/15/09.......... 135,771 Duke Energy Corp. 125,000 4.20%, 10/01/08............ 122,253 150,000 5.63%, 11/30/12 (c)........ 153,859 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Electric Utilities, continued: 150,000 Exelon Generation Co., LLC 6.95%, 06/15/11.......... 161,736 675,000 Virginia Electric & Power Co. Series A, 5.38%, 02/01/07................. 677,513 ------------ 1,559,660 ------------ Food & Staples Retailing (0.1%): 150,000 Kroger Co. (The) 8.05%, 02/01/10................. 162,867 ------------ Gas Utilities (0.0%): (g) 80,000 KeySpan Gas East Corp. 7.88%, 02/01/10.......... 88,354 ------------ Hotels, Restaurants & Leisure (0.0%): (g) 50,000 Harrah's Operating Co., Inc. 8.00%, 02/01/11..... 55,257 ------------ Industrial Conglomerates (0.2%): 250,000 General Electric Co. 5.00%, 02/01/13................. 249,870 100,000 Raychem Corp. 7.20%, 10/15/08................. 104,607 Tyco International Group S.A. (Bermuda) 200,000 6.38%, 10/15/11............ 207,719 50,000 6.75%, 02/15/11............ 52,570 ------------ 614,766 ------------ Insurance (0.7%): 130,000 American International Group, Inc. 4.25%, 05/15/13................. 123,647 ASIF Global Financing 150,000 2.65%, 01/17/06 (e)........ 149,882 250,000 3.90%, 10/22/08 (e)........ 243,239 300,000 4.90%, 01/17/13 (e)........ 298,497 200,000 Jackson National Life Global Funding 6.13%, 05/30/12 (e)............. 213,253 100,000 Metropolitan Life Global Funding I 5.20%, 09/18/13 (e)............. 100,889 150,000 MGIC Investment Corp. 6.00%, 03/15/07.......... 151,500 150,000 Monumental Global Funding II 4.38%, 07/30/09 (e)... 146,828 200,000 Monumental Global Funding III 5.20%, 01/30/07 (e)............. 200,300 100,000 Nationwide Financial Services 6.25%, 11/15/11................. 105,251 145,000 Pacific Life Global Funding 3.75%, 01/15/09 (e)...... 142,044 Protective Life Secured Trust </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Insurance, continued: 85,000 4.00%, 10/07/09............ 82,764 200,000 4.00%, 04/01/11............ 191,824 ------------ 2,149,918 ------------ IT Services (0.1%): 180,000 First Data Corp. 3.90%, 10/01/09................. 171,276 ------------ Media (0.4%): 125,000 Comcast Cable Communications 7.13%, 06/15/13................. 135,868 150,000 Comcast Corp. 5.50%, 03/15/11................. 150,814 100,000 COX Communications, Inc. 7.75%, 11/01/10.......... 108,307 335,000 Tele-Communications-TCI Group 9.80%, 02/01/12.... 404,142 Time Warner Cos., Inc. 120,000 8.18%, 08/15/07............ 125,524 100,000 9.15%, 02/01/23............ 122,980 150,000 Time Warner Entertainment Co. LP 10.15%, 05/01/12................. 182,629 ------------ 1,230,264 ------------ Multi-Utilities (0.0%): (g) 70,000 Commonwealth Edison Co. 6.95%, 07/15/18 (c)........ 74,550 65,000 PSEG Power LLC 7.75%, 04/15/11............ 71,967 ------------ 146,517 ------------ Oil & Gas (0.0%): (g) 100,000 Conoco Funding Co. 5.45%, 10/15/06................. 100,391 ------------ Oil, Gas & Consumable Fuels (0.0%): (g) 125,000 ConocoPhillips Co. 8.75%, 05/25/10............ 143,788 ------------ Paper & Forest Products (0.1%): International Paper Co. 165,000 4.00%, 04/01/10............ 155,803 55,000 4.25%, 01/15/09............ 53,379 65,000 Union Camp Corp. 6.50%, 11/15/07................. 66,397 100,000 Weyerhaeuser Co. 6.75%, 03/15/12................. 106,139 ------------ 381,718 ------------ Real Estate (0.1%): 165,000 EOP Operating LP 6.75%, 02/15/12................. 175,104 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: CORPORATE BONDS, CONTINUED: Real Estate, continued: 30,000 ERP Operating LP 4.75%, 06/15/09................. 29,652 ------------ 204,756 ------------ Road & Rail (0.1%): Burlington Northern Santa Fe Corp. 60,000 6.13%, 03/15/09............ 62,056 150,000 7.13%, 12/15/10............ 163,258 ------------ 225,314 ------------ Supranational (0.0%): (g) 50,000 Corp. Andina de Fomento 5.20%, 05/21/13.......... 49,797 ------------ Thrifts & Mortgage Finance (0.3%): Countrywide Home Loans, Inc. 50,000 3.25%, 05/21/08 (c)........ 48,014 200,000 Series E, 7.20%, 10/30/06.. 203,395 250,000 Series L, 4.00%, 03/22/11.. 235,234 250,000 Washington Mutual Bank FA 5.65%, 08/15/14.......... 253,170 90,000 Washington Mutual, Inc. 4.20%, 01/15/10.......... 87,142 300,000 World Savings Bank FSB 4.50%, 06/15/09.......... 295,990 ------------ 1,122,945 ------------ Wireless Telecommunication Services (0.1%): New Cingular Wireless Services, Inc. 50,000 7.50%, 05/01/07 (c)........ 51,685 150,000 7.88%, 03/01/11............ 168,308 ------------ 219,993 ------------ Total Corporate Bonds (Cost $30,939,133) 31,475,930 ------------ MORTGAGE PASS-THROUGH SECURITIES (10.9%): Federal Home Loan Mortgage Corp. Conventional Pools 95,982 10.00%, 01/01/20- 09/01/20................. 106,095 9,888 12.00%, 07/01/19........... 10,730 421,812 ARM, 4.68%, 03/01/35....... 417,830 Federal Home Loan Mortgage Corp. Gold Pools 2,390,179 4.00%, 05/01/14- 09/01/35................. 2,271,780 939,581 4.50%, 08/01/18- 05/01/19................. 915,805 1,817,652 5.50%, 10/01/33- 07/01/35................. 1,805,420 596,445 6.00%, 12/01/22- 01/01/34................. 604,094 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: MORTGAGE PASS-THROUGH SECURITIES, CONTINUED: 1,717,547 6.50%, 10/01/17- 11/01/34................. 1,766,086 1,590,657 7.00%, 01/01/17- 04/01/35................. 1,653,594 80,151 7.50%, 09/01/10............ 82,527 65,180 8.50%, 11/01/15............ 69,622 10,141 9.00%, 06/01/10............ 10,707 Federal National Mortgage Association Pools 422,719 3.00%, 09/01/31............ 362,968 838,301 3.50%, 09/01/18- 06/01/19................. 777,246 6,961,748 4.00%, 09/01/13- 12/01/18................. 6,667,357 3,502,637 4.50%, 11/01/14- 02/01/35................. 3,381,951 680,615 5.00%, 06/01/18- 09/01/35................. 661,738 3,849,189 5.50%, 04/01/33- 01/01/34................. 3,820,962 3,195,490 6.00%, 05/01/09- 09/01/33................. 3,245,737 1,726,955 6.50%, 03/01/19- 10/01/35................. 1,779,422 50,236 7.00%, 08/01/32............ 52,687 633,742 8.00%, 11/01/12- 11/01/28................. 674,898 326,566 8.50%, 12/01/07- 06/01/30................. 354,382 174,437 9.00%, 12/01/06- 04/01/25................. 189,379 42,193 10.00%, 08/01/21........... 46,720 783,364 ARM, 3.86%, 07/01/33....... 763,436 456,676 ARM, 4.19%, 10/01/34....... 449,715 24,396 ARM, 4.55%, 03/01/29....... 24,398 783,055 ARM, 4.74%, 05/01/35....... 778,593 1,354,041 ARM, 4.87%, 01/01/35....... 1,354,345 201,525 ARM, 4.92%, 04/01/34....... 202,478 9,867 ARM, 4.97%, 03/01/19....... 10,014 Government National Mortgage Association Pools 31,477 6.50%, 10/15/28............ 32,959 50,030 7.00%, 06/15/33............ 53,035 20,824 7.50%, 09/15/28............ 21,924 190,825 8.00%, 01/15/16- 07/15/28................. 203,723 9,566 8.50%, 05/20/25............ 10,407 1,839 9.00%, 10/15/30............ 2,022 ------------ Total Mortgage Pass-Through Securities (Cost $35,811,760) 35,636,786 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: U.S. GOVERNMENT AGENCY SECURITIES (0.9%): 1,000,000 Federal Home Loan Bank 4.25%, 04/16/07.......... 993,598 Federal National Mortgage Association 200,000 6.00%, 05/15/08............ 205,600 255,000 6.25%, 02/01/11 (c)........ 269,308 1,300,000 6.63%, 09/15/09............ 1,382,343 ------------ Total U.S. Government Agency Securities (Cost $2,866,853) 2,850,849 ------------ U.S. TREASURY OBLIGATIONS (17.3%): U.S. Treasury Bonds 300,000 6.25%, 08/15/23 (m)........ 358,242 150,000 7.63%, 02/15/25............ 206,684 550,000 7.88%, 02/15/21 (c)........ 744,347 300,000 8.13%, 05/15/21 (c)........ 415,324 2,400,000 8.75%, 05/15/17 (m)........ 3,295,687 800,000 9.88%, 11/15/15 (m)........ 1,142,938 5,290,000 10.38%, 11/15/12 (c) (m)... 5,846,275 1,350,000 11.75%, 11/15/14 (m)....... 1,699,734 3,450,000 12.00%, 08/15/13........... 4,093,101 300,000 13.25%, 05/15/14 (m)....... 382,055 U.S. Treasury Inflation Indexed Bonds 677,166 3.63%, 04/15/28 (c)........ 873,544 121,424 3.88%, 01/15/09............ 127,619 U.S. Treasury Notes 375,000 3.38%, 02/15/08 (c)........ 367,280 500,000 3.50%, 05/31/07 (c)........ 493,711 1,500,000 3.50%, 12/15/09 (c)........ 1,453,300 250,000 3.63%, 04/30/07 (c)........ 247,383 200,000 3.63%, 07/15/09 (c)........ 195,109 200,000 3.63%, 01/15/10............ 194,516 405,000 5.75%, 08/15/10 (c)........ 428,462 1,000,000 6.13%, 08/15/07............ 1,026,484 400,000 6.50%, 10/15/06 (c)........ 406,078 2,150,000 6.50%, 02/15/10 (m)........ 2,319,229 U.S. Treasury STRIPS 1,000,000 PO, 11/15/09............... 842,054 1,200,000 PO, 02/15/11 (c)........... 962,725 1,350,000 PO, 05/15/11 (c)........... 1,076,557 650,000 PO, 05/15/12 (c)........... 493,550 900,000 PO, 11/15/12 (c)........... 666,969 3,600,000 PO, 02/15/13 (c)........... 2,633,432 1,000,000 PO, 05/15/13............... 722,480 1,000,000 PO, 08/15/13 (c)........... 714,024 3,500,000 PO, 02/15/14 (m)........... 2,438,632 2,900,000 PO, 05/15/14 (m)........... 1,996,592 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: U.S. TREASURY OBLIGATIONS, CONTINUED: 3,000,000 PO, 08/15/14 (m)........... 2,040,819 1,600,000 PO, 11/15/14 (m)........... 1,075,408 825,000 PO, 02/15/15 (m)........... 549,311 245,000 PO, 05/15/15 (c)........... 161,616 360,000 PO, 08/15/15 (c)........... 234,193 1,900,000 PO, 11/15/15 (c)........... 1,225,829 3,500,000 PO, 11/15/15 (c)........... 2,253,751 5,820,000 PO, 02/15/16 (m)........... 3,691,469 800,000 PO, 05/15/16............... 501,235 200,000 PO, 08/15/16............... 123,904 900,000 PO, 11/15/16............... 550,148 2,750,000 PO, 02/15/17............... 1,660,282 2,450,000 PO, 05/15/17............... 1,459,225 1,900,000 PO, 11/15/17............... 1,103,585 800,000 PO, 05/15/18 (c)........... 454,154 750,000 PO, 02/15/19............... 409,821 100,000 PO, 02/15/22............... 47,366 500,000 PO, 02/15/23 (c)........... 226,100 ------------ Total U.S. Treasury Obligations (Cost $55,884,076) 56,632,333 ------------ MUNICIPAL BOND (0.1%): Illinois 250,000 Illinois State, Taxable Pension, GO 5.10%, 06/01/33................. 245,730 ------------ (Cost $250,000) FOREIGN GOVERNMENT SECURITIES (0.3%): 400,000 Province of Quebec (Canada) 5.75%, 02/15/09.......... 411,688 United Mexican States (Mexico) 150,000 4.63%, 10/08/08............ 148,125 50,000 6.38%, 01/16/13 (c)........ 53,125 100,000 6.63%, 03/03/15 (c)........ 109,500 325,000 Series A, 7.50%, 04/08/33.. 384,800 ------------ Total Foreign Government Securities (Cost $1,017,541) 1,107,238 ------------ Total Long-Term Investments (Cost $294,070,465) 294,030,230 ------------ SHORT-TERM INVESTMENT (9.5%): INVESTMENT COMPANY (9.5%): 30,943,311 JPMorgan Liquid Assets Money Market Fund (b) (Cost $30,943,311)....... 30,943,311 ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED (6.9%): Certificates of Deposit (0.6%): 1,000,000 Credit Suisse First Boston FRN, 4.27%, 10/17/06....... 1,000,000 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Certificates of Deposit, continued: 949,987 Wells Fargo Bank San Francisco 4.30%, 01/27/06................. 949,987 ------------ 1,949,987 ------------ Commercial Paper (0.3%): 1,000,000 Morgan Stanley FRN, 4.33%, 04/17/06................. 1,000,000 ------------ Corporate Bonds (1.5%): 1,000,000 CDC Financial Products Inc. FRN, 4.35%, 01/30/06..... 1,000,000 1,000,000 Citigroup Global Markets Inc. FRN, 4.32%, 01/06/06................. 1,000,000 1,000,068 K2(USA) LLC FRN, 4.35%, 02/15/06................. 1,000,068 1,002,818 Links Finance LLC FRN, 4.29%, 10/06/06.......... 1,002,818 1,000,000 Bank of America 4.31%, 11/07/06................. 1,000,000 ------------ 5,002,886 ------------ Repurchase Agreements (4.5%): 1,966,593 Banc of America Securities LLC., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $1,967,524 collateralized by U.S. Government Agency Mortgages................ 1,966,593 4,200,000 Lehman Brothers Inc., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $4,201,988 collateralized by U.S. Government Agency Mortgages................ 4,200,000 4,200,000 Morgan Stanley, 4.27%, dated 12/30/05, due 01/03/06, repurchase price $4,201,993 collateralized by U.S. Government Agency Mortgages................ 4,200,000 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ------------ --------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 4,200,000 UBS Securities LLC., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $4,201,988 collateralized by U.S. Government Agency Mortgages................ 4,200,000 ------------ 14,566,593 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $22,519,466) 22,519,466 ------------ TOTAL INVESTMENTS (106.2%): (Cost $347,533,242) 347,493,007 LIABILITIES IN EXCESS OF OTHER ASSETS ((6.2)%): (20,153,974) ------------ NET ASSETS (100.0%): $327,339,033 ============ </Table> - ------------ Percentages indicated are based on net assets. Abbreviations: (b) Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (d) Issuer is in default. (e) All or a portion of this security is a 144A or private placement security and can only be sold to qualified institutional buyers. Unless otherwise indicated, these securities have been determined to be liquid under procedures established by the Board of Trustees. (g) Amount rounds to less than 0.1%. (m) All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. <Table> ARM Adjustable Rate Mortgage. CMO Collateralized Mortgage Obligation. FRN Floating Rate Note. The rate shown is the rate in effect as of December 31, 2005. GO General Obligation. HB High Coupon Bonds (a.k.a. "Oettes") represent the right to receive interest payments on an underlying pool of mortgages with similar features as those associated with IO securities. Unlike IO's the owner also has a right to receive a very small portion of principal. The high interest rates result from taking interest payments from other classes in the REMIC trust and allocating them to the small principal of the HB class. IF Inverse Floaters represent securities that pay interest at a rate that increases (decreases) with a decline (incline) in a specified index. IO Interest Only represents the right to receive the monthly interest payment on an underlying pool of mortgage loans. The face amount shown represents the par value on the underlying pool. The yields on these securities are generally higher than prevailing market yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. These securities are subject to accelerated principal paydowns as a result of prepayment or refinancing of the underlying pool of mortgage instruments. As a result, interest income may be reduced considerably. PO Principal Only represents the right to receive the principal portion only on an underlying pool of mortgage loans. The market value of these securities is extremely volatile in response to changes in market interest rates. As prepayments on the underlying mortgages of these securities increase, the yield on these securities increases. STRIPS Separate Trading of Registered Interest and Principal Securities. SUB Step-Up Bond. The rate shown is the rate in effect as of December 31, 2005. VAR Variable. The interest rate shown is the rate in effect at December 31, 2005. </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $316,549,696 Investments in affiliates, at value......................... 30,943,311 ------------ Total investment securities, at value....................... 347,493,007 Cash........................................................ 44,767 Receivables: Investment securities sold................................ 2,383 Portfolio shares sold..................................... 622,832 Interest and dividends.................................... 1,990,726 ------------ Total Assets................................................ 350,153,715 ------------ LIABILITIES: Payables: Collateral for securities lending program................. 22,519,466 Investment securities purchased........................... 2,715 Portfolio shares redeemed................................. 95,376 Accrued liabilities: Investment advisory fees.................................. 143,632 Administration fees....................................... 40,531 Other..................................................... 12,962 ------------ Total liabilities........................................... 22,814,682 ------------ NET ASSETS.................................................. $327,339,033 ============ NET ASSETS: Paid in capital............................................. $315,796,078 Accumulated undistributed (distributions in excess of) net investment income......................................... 12,738,872 Accumulated net realized gains (losses) from investments.... (1,155,682) Net unrealized appreciation (depreciation) from investments............................................... (40,235) ------------ Net Assets.................................................. $327,339,033 ============ OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES)........... 29,080,620 ============ Net asset value, offering and redemption price per share (unlimited amount authorized, no par value)............... $ 11.26 Cost of investments......................................... $347,533,242 Market value of securities on loan.......................... $ 22,137,851 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME: Dividend income from affiliates (a)......................... $ 1,292,272 Interest income............................................. 13,472,494 Income from securities lending (net)........................ 32,135 ------------ Total investment income..................................... 14,796,901 ------------ EXPENSES: Investment advisory fees.................................... 1,679,282 Administrative fees......................................... 411,514 Custodian fees.............................................. 9,521 Professional fees........................................... 37,642 Trustees' fees.............................................. 1,312 Transfer agent fees......................................... 5,791 Other....................................................... 52,291 ------------ Total expenses.............................................. 2,197,353 ------------ Less amounts waived......................................... (118,574) Less earnings credits....................................... (1,805) ------------ Net expenses.............................................. 2,076,974 ------------ Net investment income (loss)................................ 12,719,927 ------------ REALIZED/UNREALIZED GAINS (LOSSES): Net realized gain (loss) on investments..................... $ (496,662) Change in net unrealized appreciation (depreciation) of investments............................................... (5,583,304) ------------ Net realized/unrealized gains (losses)...................... (6,079,966) ------------ Change in net assets resulting from operations.............. $ 6,639,961 ============ (a) Includes reimbursements of investment advisory and administration fees....................................... $ 170,926 ------------ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ------------ ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ 12,719,927 $ 9,661,234 Net realized gain (loss) on investments................... (496,662) 61,019 Change in net unrealized appreciation (depreciation) of investments............................................. (5,583,304) (1,659,619) ------------ ------------ Change in net assets resulting from operations.............. 6,639,961 8,062,634 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: From net investment income................................ (9,957,150) (9,937,959) ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... 119,235,411 61,600,133 Dividends reinvested...................................... 9,957,150 9,937,959 Cost of shares redeemed................................... (33,497,005) (24,448,806) ------------ ------------ Change in net assets from capital transactions.............. 95,695,556 47,089,286 ------------ ------------ NET ASSETS: Change in net assets...................................... 92,378,367 45,213,961 Beginning of period....................................... 234,960,666 189,746,705 ------------ ------------ End of period............................................. $327,339,033 $234,960,666 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ 12,738,872 $ 9,942,964 ============ ============ SHARE TRANSACTIONS: Issued.................................................... 10,620,278 5,419,129 Reinvested................................................ 910,993 879,465 Redeemed.................................................. (2,978,384) (2,154,170) ------------ ------------ Change in shares............................................ 8,552,887 4,144,424 ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 11.45 $ 11.58 $ 11.83 $ 10.80 $ 10.57 -------- -------- -------- -------- -------- INVESTMENT OPERATIONS: Net investment income (loss).......... 0.40 0.46 0.59 0.70 0.69 Net realized and unrealized gains (losses) on investments............. (0.14) 0.01 (0.15) 0.37 0.23 -------- -------- -------- -------- -------- Total from investment operations.... 0.26 0.47 0.44 1.07 0.92 -------- -------- -------- -------- -------- DISTRIBUTIONS: Net investment income................. (0.45) (0.60) (0.69) --(a) (0.69) Net realized gains.................... -- -- -- (0.04) -- -------- -------- -------- -------- -------- Total distributions................. (0.45) (0.60) (0.69) (0.04) (0.69) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD.......... $ 11.26 $ 11.45 $ 11.58 $ 11.83 $ 10.80 ======== ======== ======== ======== ======== TOTAL RETURN............................ 2.39% 4.13% 3.87% 9.99% 8.85% RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (000's)....... $327,339 $234,961 $189,747 $167,767 $138,259 RATIOS TO AVERAGE NET ASSETS: Net expenses.......................... 0.74%(b) 0.75% 0.75% 0.75% 0.75% Net investment income (loss).......... 4.54% 4.79% 5.50% 6.38% 6.57% Expenses without waivers, reimbursements and earnings credits............................. 0.79% 0.79% 0.81% 0.81% 0.79% PORTFOLIO TURNOVER RATE................. 17% 15% 21% 26% 23% </Table> - ------------ (a) Amount less than $0.01. (b) Effective September 1, 2005, the contractual expense limitation percentage is 0.73%. See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Bond Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Bond Portfolio to JPMorgan Investment Trust Bond Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Corporate debt securities, debt securities issued by the U.S. Treasury or a U.S. government agency (other than short-term investments maturing in less than 61 days), and municipal securities are valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Valuations may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry. It is possible that the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could be material. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. C. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or its instrumentalities ("U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Bond Portfolio on December 6, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES - --------- ----------- ------------ $16,057 $22,519,466 $22,137,851 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio from any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. D. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. Purchases of when-issued or delayed delivery securities may be settled a month or more after the trade date; interest income is not accrued until settlement date. It is the Portfolio's policy to segregate assets with a current value at least equal to the amount of its when-issued or delayed delivery purchase commitments. E. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. F. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended ("the Code") applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Internal Revenue Code. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 29 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED G. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. The following amounts were reclassified within the capital accounts: <Table> <Caption> ACCUMULATED ACCUMULATED UNDISTRIBUTED/ NET REALIZED (OVERDISTRIBUTED) GAIN (LOSS) NET INVESTMENT ON PAID-IN-CAPITAL INCOME INVESTMENTS - --------------- ----------------- ------------ $-- $33,131 $(33,131) </Table> The reclassifications for the Portfolio relates primarily to the tax treatment of paydown gains and losses. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee of 0.60%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.18% of the first $250 million of the average daily net assets of the Trust (excluding the Equity Index Portfolio) and 0.14% of the average daily net assets of the Trust in excess of $250 million (excluding the Equity Index Portfolio). JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS" served as the Portfolio's Sub-administrator. For its services as Sub- administrator, BISYS received a portion of the fees paid to the Administrator. C. DISTRIBUTION FEES Effective May 1, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the "Distributor"), a wholly-owned subsidiary of JPMorgan, began serving as the Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. D. CUSTODIAN FEES JPMCB provides portfolio custody services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 30 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding dividend expenses on short sales, interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed 0.73% (0.75% prior to September 1, 2005) of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The new expense limitation will be in place until at least April 30, 2007. For the year ended December 31, 2005, the Portfolio's Advisor waived investment advisory fees for the Portfolio in the amount of $118,574. The Advisor does not expect the Portfolio to repay any such waived fees in future years. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, the Portfolio may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not incur any brokerage commissions with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES SALES (EXCLUDING (EXCLUDING PURCHASES OF SALES OF U.S. GOVERNMENT) U.S. GOVERNMENT) U.S. GOVERNMENT U.S. GOVERNMENT ---------------- ---------------- --------------- --------------- $122,218,662 $36,655,589 $20,027,501 $5,420,685 </Table> 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at December 31, 2005, were as follows: <Table> <Caption> GROSS GROSS NET UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) - ------------ ------------ ------------ -------------- $347,533,242 $5,199,061 $(5,239,296) $(40,235) </Table> There is no difference between book and tax basis unrealized appreciation/(depreciation) on investments. The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $9,957,150 $9,957,150 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 31 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $9,937,959 $9,937,959 </Table> As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows: <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) ------------- --------------- -------------- $12,749,943 $(624,157) $(40,235) </Table> The cumulative timing differences primarily consist of deferred compensation, defaulted bond interest and post October loss deferrals. As of December 31, 2005, the Portfolio had net capital loss carryforwards, which are available to offset future realized gains: <Table> <Caption> EXPIRES -------------------- 2011 2012 TOTAL ---- ---- ----- $399,943 $224,214 $624,157 </Table> Net capital losses after October 31 and within the taxable year are deemed to arise on the first business day of the Portfolio's net taxable year. For the year ended December 31, 2005, the Portfolio deferred to January 1, 2006 post October capital losses of $531,525. During the year ended December 31, 2005, the Portfolio utilized capital loss carryovers of $1,732. 6. BORROWINGS Effective February 18, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 32 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Bond Portfolio, formerly One Group Investment Trust Bond Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 33 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO (SINCE) DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000- present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 34 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO (SINCE) DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003- present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield-Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997-present); Trustee, Marion (investment management) and Washington County, Kentucky (1990-1998). Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 35 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 36 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 37 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but no the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> EXPENSES PAID BEGINNING ENDING DURING PERIOD ANNUALIZED ACCOUNT VALUE, ACCOUNT VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO -------------- ----------------- ----------------- ---------- Actual........................................ $1,000.00 $1,000.00 $3.73 0.74% Hypothetical.................................. $1,000.00 $1,021.48 $3.77 0.74% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 38 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolios' management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF"), an affiliate of the Adviser, was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 39 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded funds managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of the Trust's assets, advised by the Adviser, and that the Portfolio would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Bond Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees recognized that although the one-year performance of the Investment Trust Bond Portfolio lagged that of its Universe Group, the Portfolio's three and five year performance had been better than or within a reasonable range of the median of its Universe Group. The Trustees concluded after review and discussion that the change in performance did not result from investment management issues that required action and found such performance record acceptable. ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 40 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that the Investment Trust Bond Portfolio's contractual and net advisory fees were higher than the majority of its Peer Group and Universe Group, respectively, as were the total actual expenses when compared to the Universe Group. However, after considering the Adviser's agreement to implement expense limitations equal to the Lipper median for the Portfolio's Universe Group, the Trustees concluded that the advisory fee was reasonable. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 41 JPMORGAN INVESTMENT TRUST BOND PORTFOLIO - -------------------------------------------------------------------------------- TAX LETTER (UNAUDITED) Certain tax information for the Portfolio is required to be provided to shareholders based upon the Portfolio's income and distributions for the taxable year ended December 31, 2005. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover. For the year ended December 31, 2005, the percentage of income earned from direct U.S. Treasury Obligations for the Portfolio was 26.39%. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 42 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 43 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 44 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITBP-1205 ANNUAL REPORT DECEMBER 31, 2005 JPMorgan Investment Trust JPMorgan Investment Trust Government Bond Portfolio NOT FDIC INSURED o NO BANK GUARANTEE o MAY LOSE VALUE [JPMORGAN LOGO] This material must be preceded or accompanied by a current prospectus. Asset Management 1 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- TABLE OF CONTENTS <Table> President's Letter ......................................... 2 Portfolio Commentary ....................................... 4 Schedule of Portfolio Investments .......................... 6 Statement of Assets and Liabilities ........................ 10 Statement of Operations .................................... 11 Statement of Changes in Net Assets ......................... 12 Financial Highlights ....................................... 13 Notes to Financial Statements .............................. 14 Report of Independent Registered Public Accounting Firm..... 20 Trustees ................................................... 21 Officers ................................................... 23 Schedule of Shareholder Expenses ........................... 25 Board Approval of Investment Advisory Agreements............ 26 Tax Letter.................................................. 29 </Table> HIGHLIGHTS - - Economy perseveres as Fed stays the course. - - Labor markets advance. - - Bond markets remained lethargic. Investments in the Portfolio are not bank deposits or obligations of, or guaranteed or endorsed by, any bank and are not insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency. You could lose money if you sell when the Portfolio's share price is lower than when you invested. Past performance is no guarantee for future performance. The general market views expressed in this report are opinions based on current market conditions and are subject to change without notice. These views are not intended to predict the future performance of the Portfolio or the securities markets. References to specific securities and their issuers are for illustrative purposes only and are not intended to be, and should not be interpreted as, recommendations to purchase or sell such securities. Such views are not meant as investment advice and may not be relied on as an indication of trading intent on behalf of any Portfolio. This Portfolio is intended to be a funding vehicle for variable annuity contracts and variable life insurance policies (collectively "Policies") offered by separate accounts of participating insurance companies. Portfolio shares are also offered to qualified pension and retirement plans ("Eligible Plans"). Individuals may not purchase shares directly from the Portfolio. Prospective investors should refer to the Portfolio's prospectus for a discussion of the Portfolio's investment objective, strategies and risks. Call JPMorgan Funds Service Center at 1-800-480-4111 for a prospectus containing more complete information about a Portfolio including management fees and other expenses. Please read it carefully before investing. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 2 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED) JANUARY 10, 2006 DEAR SHAREHOLDER: We are pleased to present this annual report for the JPMorgan Investment Trust Government Bond Portfolio. Inside, you'll find information detailing the performance of the Portfolio for the year ended December 31, 2005, along with a report from the Portfolio Managers. ECONOMY PERSEVERES AS FED STAYS THE COURSE Throughout 2005, the Federal Reserve continued to raise its target rate for overnight lending, while the yield curve continued to flatten. By year-end, the spread between the benchmark two- and 10-year Treasuries narrowed 115 basis points (bps) to end the year slightly inverted by 1 bp. During the first quarter, the Fed raised its target rate for overnight lending for a seventh-consecutive time in March, pushing the fed funds rate to 2.75% at quarter end. The yield curve flattened further, as interest rates on short and intermediate maturities increased and rates on the longest-maturity securities remained relatively flat. Given the relative stability in longer-term interest rates, long-term bonds were the best performers for the quarter. The second quarter saw the Fed continue to raise short-term interest rates with two 25-bp increases in the fed funds rate, which ended the quarter at 3.25%. Despite the Fed's action, the bond market rallied on higher oil prices, mixed economic news and the downgrade of Ford and General Motors bonds to below-investment grade. The Fed's continued tightening at the short end of the yield curve didn't affect yields at the longer end. The yields on the two- and 10-year Treasuries declined 14 and 57 bps, respectively, causing the yield curve to continue to flatten. The rally at the longer end of the yield curve meant that longer-term bonds were the leading performers for the quarter. It was a roller coaster ride for fixed income investors during the third quarter. Bonds sold off in July on signs of continued economic momentum, before rallying in August as Hurricane Katrina brought ambiguity to the financial outlook. Although some investors interpreted the destruction to the Gulf Coast area as a drag on growth, others focused on the inflationary implications of soaring gasoline and commodity prices. In September the markets reversed course again, as the Fed maintained a hawkish tone and raised the fed funds rate for an 11th-consecutive time to 3.75%. By quarter end, the 10-year Treasury yielded 4.32%, 40 bps higher than at the start of the quarter. Despite multiple signs of cooling in the housing market, the economy continued to display resilience as 2005 drew to a close. Third-quarter gross domestic product (GDP) growth, which originally had been reported at 3.8%, was revised to 4.1% annualized, representing the fastest growth rate since the first quarter of 2004. LABOR MARKETS ADVANCE The labor market gained momentum as effects from the devastating hurricane season dwindled as the year progressed. Jobless claims declined steadily throughout the year, and the nation's unemployment rate finished 2005 at 4.9%, compared to 5.4% in December 2004. Perhaps the most robust sector proved to be manufacturing, as the ISM manufacturing survey remained at elevated levels throughout most of 2005. BOND PERFORMANCE LACKLUSTER Overall, the taxable and tax-exempt bond markets remained lethargic throughout the year, with little movement beyond the short end of the yield curve. Concerns about the magnitude of the Fed's tightening campaign, the economic impact of higher energy prices and the possibility of higher inflation kept many investors out of the market. In addition, the flattening of the yield curve and a lack of valuation did little to inspire investors. LONG-TERM RATES UP, BUT CURVE STILL FLAT After remaining relatively stable during the first six months of 2005, yields on longer-term bonds headed up in the second half of 2005, but at a muted pace. For example, the yield on the two-year Treasury increased 75 bps in the second half of the year, while the yield on the 10-year Treasury increased 45 bps. To see the full impact of the curve flattening, one needs to look at the interest rate changes for the entire year. For 2005, the two-year Treasury yield increased by more than 133 bps, while the 10-year Treasury yield rose by only 29 bps. The long end of the curve, as represented by the 30-year Treasury, actually declined by approximately 30 bps. The flattening trend equated to positive returns for portfolios exhibiting barbell strategies. Broad market indexes, such as the Lehman Aggregate Index, posted positive total returns in 2005. This represents the sixth-consecutive year of positive returns, but the lowest since 1999. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 3 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- PRESIDENT'S LETTER (UNAUDITED), CONTINUED RATES TO PEAK SOON The bond market currently expects another 25-bp rate hike at the Fed's January meeting (Alan Greenspan's last as Fed chairman) and puts a 50% chance of additional tightening at the March meeting. The yield curve continues to flirt with inversion as the two- and 10-year Treasuries hover at the 4.40% level. If the flat curve persists, liquidity could suffer, as traditional "carry"(1) investors leave the market, and wider spreads may emerge. But if rates stabilize and core inflation remains under control, the stage could be set for a decent market recovery. On behalf of us all at JPMorgan Asset Management, thank you for your confidence and the continued trust you have placed in us. We look forward to serving your investment needs for many years to come. Should you have any questions, please feel free to contact the JPMorgan Funds Service Center at 1-800-480-4111. Sincerely yours, /s/George C.W. Gatch George C.W. Gatch President JPMorgan Funds - ------------ (1 )"Carry" investors are those who take advantage of lower short-term rates versus higher long-term rates by borrowing short and lending, or investing, long to pick up the yield difference. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 4 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED) Q. HOW DID THE PORTFOLIO PERFORM? A. For the 12 months ended December 31, 2005, the JPMorgan Investment Trust Government Bond Portfolio posted a total return of 3.08%, compared to 2.65% for its benchmark, the Lehman Brothers Government Bond Index. Q. WHY DID THE PORTFOLIO PERFORM THIS WAY? A. The yield curve flattened throughout the year as short-term rates headed up along with the federal funds rate, and longer-term rates remained relatively stable or declined. The yield on the two-year Treasury increased 133 basis points (bps) in the year, while the yield on the 10-year Treasury advanced only 17 bps. The yield on the 30-year Treasury declined 29 bps for the 12-month period. The spread between the two-year and 10-year Treasury narrowed from 115 bps on December 31, 2004, to even on December 31, 2005. Similarly, the spread between the two-year and 30-year Treasury declined from 176 bps to 13 bps during the same time period. The rising-rate environment caused bond prices to decline during the period. At the same time, yields increased. The Portfolio's 30-day SEC yield increased from 4.61% on December 31, 2004, to 5.06% on December 31, 2005. The benchmark's yield at year-end was 4.91%. Q. HOW WAS THE PORTFOLIO MANAGED? A. We continued to focus on security selection as our primary strategy, looking for attractively valued securities. Our specific security selections in all sectors of the government bond market contributed positively to the Portfolio's one-year return. Specifically, we continued to overweight mortgages in general and well-structured collateralized mortgage obligations (CMOs) in particular. We also underweighted agency securities and Treasury notes and overweighted Treasury strips. The Portfolio's duration remained within our target range of 5 to 5.25 years throughout the one-year period. Q. WHAT IS THE OUTLOOK FOR THE PORTFOLIO? A. The market currently expects another 25-basis point rate hike at the Federal Reserve's January 31 meeting, Alan Greenspan's last as Fed chairman. Beyond that, the market has a 50% probability of additional tightening at the March meeting. The yield curve continues to flirt with inversion, as the two-year and 10-year Treasury hovered at the 4.40% level at year-end. If the flat curve persists, liquidity could suffer, leading to wider spreads. Although spreads have widened from the historically tight levels of last summer, they remain relatively expensive. In the mortgage sector we continue to favor mortgage-backed securities over agency debentures and seasoned mortgages over new issues. <Table> <Caption> PORTFOLIO COMPOSITION* Collateralized Mortgage Obligations......... 45.8% U.S. Treasury Obligations................... 25.1% U.S. Government Agency Securities........... 13.7% Mortgage Pass-Through Securities............ 13.2% Investments Of Cash Collateral For Securities Loaned......................... 12.6% Short-Term Investment....................... 1.5% </Table> - -------------------------------------------------------------------------------- * Percentages indicated are based upon net assets as of December 31, 2005. The Portfolio's composition is subject to change. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 5 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO COMMENTARY (UNAUDITED), CONTINUED TEN YEAR PORTFOLIO PERFORMANCE [GRAPH] Value of $10,000 Investment <Table> <Caption> LEHMAN BROTHERS LIPPER GENERAL U.S. GOVERNMENT BOND PORTFOLIO GOVERNMENT BOND INDEX GOVERNMENT FUND INDEX ------------------------- --------------------- --------------------- 12/95 10000.00 10000.00 10000.00 12/96 10269.00 10423.20 10358.00 12/97 11262.00 11421.50 11302.00 12/98 12086.00 12546.70 12189.00 12/99 11928.00 12264.90 11863.00 12/00 13359.00 13888.20 13271.00 12/01 14301.00 14893.40 14156.00 12/02 16054.00 16606.00 15569.00 12/03 16462.00 16999.50 15840.00 12/04 17226.00 17590.50 16373.00 12/05 17757.00 18056.90 16783.00 </Table> <Table> <Caption> - ----------------------------------------------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2005 - ----------------------------------------------------------------------------------------------------------------------- INCEPTION 1 5 10 DATE YEAR YEAR YEAR - ----------------------------------------------------------------------------------------------------------------------- Government Bond Portfolio 08/01/94 3.08% 5.86% 5.91% - ----------------------------------------------------------------------------------------------------------------------- </Table> THE PERFORMANCE QUOTED IS PAST PERFORMANCE AND IS NOT A GUARANTEE OF FUTURE RESULTS. MUTUAL FUNDS ARE SUBJECT TO CERTAIN MARKET RISK. INVESTMENT RETURNS AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE DATA SHOWN. FOR UP-TO-DATE MONTH-END PERFORMANCE INFORMATION PLEASE CALL 1-800-480-4111. The graph illustrates comparative performance for $10,000 invested in the JPMorgan Investment Trust Government Bond Portfolio, the Lehman Brothers Government Bond Index and the Lipper General U.S. Government Fund Index. The performance of the Portfolio assumes reinvestment of all dividends and does not include a sales charge. The performance of the indices does not include fees and expenses attributable to the Portfolio and has been adjusted to reflect reinvestment of all dividends and capital gains of the securities included in the benchmark. The Lehman Brothers Government Bond Index represents the performance of securities issued by the U.S. Government. The Lipper General U.S. Government Fund Index represents the total returns of the funds in the indicated category, as defined by Lipper Inc. Investors cannot invest directly in an index. The performance does not reflect any charges imposed by the Policies or Eligible Plans. If these charges were included, the returns would be lower than shown. Performance may also reflect the waiver and reimbursement of the Portfolio's fees/expenses for certain periods since the inception date. Without these waivers and reimbursements, performance would have been lower. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 6 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS (97.8%): COLLATERALIZED MORTGAGE OBLIGATIONS (45.8%): Federal Home Loan Mortgage Corp. 283,323 Series 1343, Class LA, 8.00%, 08/15/22.......... 288,567 108,078 Series 1561, Class TA, PO, 08/15/08................. 102,858 399,959 Series 1577, Class PV, 6.50%, 09/15/23.......... 414,597 1,361,486 Series 1584, Class L, 6.50%, 09/15/23.......... 1,403,481 75,920 Series 1604, Class MB, IF, 9.68%, 11/15/08.......... 77,516 84,479 Series 1625, Class SC, IF, 9.93%, 12/15/08.......... 87,942 840,278 Series 1633, Class Z, 6.50%, 12/15/23.......... 873,631 201,000 Series 1694, Class PK, 6.50%, 03/15/24.......... 211,192 186,504 Series 1985, Class PL, 6.50%, 10/17/26 (m)...... 187,782 588,266 Series 1999, Class PU, 7.00%, 10/15/27.......... 609,568 1,087,232 Series 2031, Class PG, 7.00%, 02/15/28 (m)...... 1,127,181 905,309 Series 2035, Class PC, 6.95%, 03/15/28.......... 935,246 750,000 Series 2095, Class PE, 6.00%, 11/15/28.......... 766,540 203,967 Series 2132, Class PD, 6.00%, 11/15/27.......... 205,894 9,113 Series 2165, Class PD, 6.00%, 02/15/28.......... 9,155 207,962 Series 2170, Class PE, 6.00%, 08/15/13.......... 208,011 333,174 Series 2178, Class PB, 7.00%, 08/15/29.......... 344,332 315,605 Series 2259, Class ZC, 7.35%, 10/15/30.......... 340,384 931,040 Series 2345, Class PQ, 6.50%, 08/15/16.......... 963,092 603,710 Series 2366, Class VG, 6.00%, 06/15/11.......... 611,129 1,000,000 Series 2367, Class ME, 6.50%, 10/15/31.......... 1,046,002 113,764 Series 2390, Class DO, PO, 12/15/31................. 95,602 883,000 Series 2527, Class BP, 5.00%, 11/15/17.......... 871,943 5,000,000 Series 2543, Class YX, 6.00%, 12/15/32 (m)...... 5,105,787 3,230,000 Series 2578, Class PG, 5.00%, 02/15/18.......... 3,185,310 2,000,000 Series 2626, Class KA, 3.00%, 03/15/30.......... 1,838,834 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Federal Home Loan Mortgage Corp., continued: 650,000 Series 2631, Class TE, 4.50%, 02/15/28.......... 625,597 882,084 Series 2647, Class A, 3.25%, 04/15/32.......... 819,013 2,786,642 Series 2651, Class VZ, 4.50%, 07/15/18.......... 2,623,387 2,438,000 Series 2656, Class BG, 5.00%, 10/15/32.......... 2,377,562 410,000 Series 2682, Class LC, 4.50%, 07/15/32.......... 387,977 2,500,000 Series 2684, Class PD, 5.00%, 03/15/29.......... 2,445,041 1,250,000 Series 2749, Class TD, 5.00%, 06/15/21.......... 1,233,147 650,000 Series 2773, Class TB, 4.00%, 04/15/19.......... 590,984 625,000 Series 2827, Class DG, 4.50%, 07/15/19.......... 593,279 1,200,000 Series 2827, Class TC, 5.00%, 10/15/28.......... 1,189,876 956,607 Series 2927, Class GA, 5.50%, 10/15/34.......... 964,107 1,250,000 Series 2929, Class PC, 5.00%, 01/15/28.......... 1,236,897 1,088,937 Series R001, Class AE, 4.38%, 04/15/15.......... 1,064,857 Federal Home Loan Mortgage Corp. Structured Pass Through Securities 1,080,830 Series T-54, Class 2A, 6.50%, 02/25/43.......... 1,108,512 630,398 Series T-56, Class A, PO, 05/25/43................. 528,128 Federal National Mortgage Association 43,744 Series 1988-16, Class B, 9.50%, 06/25/18.......... 47,443 177,368 Series 1993-146, Class E, PO, 05/25/23............. 150,479 245,000 Series 1993-155, Class PJ, 7.00%, 09/25/23.......... 259,933 89,692 Series 1993-197, Class SC, IF, 8.30%, 10/25/08...... 90,788 27,596 Series 1993-205, Class H, PO, 09/25/23............. 23,407 257,416 Series 1993-221, Class SG, IF, 5.68%, 12/25/08...... 251,598 1,741,508 Series 1993-223, Class PZ, 6.50%, 12/25/23.......... 1,852,430 928,742 Series 1993-250, Class Z, 7.00%, 12/25/23.......... 960,074 336,358 Series 1994-12, Class C, 6.25%, 01/25/09.......... 337,292 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 7 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Federal Home Loan Mortgage Corp. Structured Pass Through Securities, continued: 30,649 Series 1994-13, Class SM, IF, 14.52%, 02/25/09..... 33,075 500,000 Series 1994-28, Class K, 6.50%, 08/25/23.......... 505,897 1,358,708 Series 1994-37, Class L, 6.50%, 03/25/24.......... 1,394,893 6,388,638 Series 1994-72, Class K, 6.00%, 04/25/24.......... 6,553,920 41,815 Series 1994-76, Class H, 5.00%, 02/25/24.......... 41,699 144,983 Series 1998-37, Class VB, 6.00%, 01/17/13.......... 145,029 260,301 Series 1998-46, Class GZ, 6.50%, 08/18/28.......... 263,898 645,904 Series 1998-58, Class PC, 6.50%, 10/25/28.......... 668,397 1,289,678 Series 1999-39, Class JH, IO, 6.50%, 08/25/29...... 250,311 640,614 Series 2001-4, Class PC, 7.00%, 03/25/21.......... 671,687 1,953,489 Series 2001-33, Class ID, IO, 6.00%, 07/25/31...... 410,121 582,145 Series 2002-2, Class UC, 6.00%, 02/25/17.......... 591,839 2,000,000 Series 2002-18, Class PC, 5.50%, 04/25/17.......... 2,037,527 2,000,000 Series 2003-35, Class MD, 5.00%, 11/25/16.......... 1,989,439 3,000,000 Series 2003-35, Class ME, 5.00%, 05/25/18 (m)...... 2,965,865 1,250,000 Series 2003-70, Class BE, 3.50%, 12/25/25.......... 1,187,043 3,600,000 Series 2003-81, Class MC, 5.00%, 12/25/32.......... 3,508,819 600,000 Series 2003-82, Class VB, 5.50%, 08/25/33.......... 602,885 2,901,667 Series 2003-128, Class DY, 4.50%, 01/25/24.......... 2,723,468 1,850,000 Series 2004-2, Class OE, 5.00%, 05/25/23.......... 1,813,257 1,503,739 Series 2004-75, Class VK, 4.50%, 09/25/22.......... 1,430,777 110,307 Series G92-44, Class ZQ, 8.00%, 07/25/22.......... 117,224 46,224 Series G92-66, Class KA, 6.00%, 12/25/22.......... 47,670 Federal National Mortgage Association Whole Loan 1,032,161 Series 1999-W4, Class A9, 6.25%, 02/25/29.......... 1,031,041 1,903,412 Series 2002-W7, Class A4, 6.00%, 06/25/29.......... 1,922,737 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED: Federal National Mortgage Association Whole Loan, continued: 1,032,239 Series 2003-W1, Class 1A1, 6.50%, 12/25/42.......... 1,055,990 927,961 Series 2005-W1, Class 1A2, 6.50%, 10/25/44.......... 950,571 Government National Mortgage Association 300,000 Series 1996-6, Class PK, 6.50%, 09/16/25.......... 307,649 499,028 Series 1998-22, Class PD, 6.50%, 09/20/28.......... 516,859 159,479 Series 1999-17, Class L, 6.00%, 05/20/29.......... 162,851 1,031,526 Series 2001-6, Class PM, 6.50%, 06/16/30.......... 1,045,990 2,500,000 Series 2001-10, Class PE, 6.50%, 03/16/31 (m)...... 2,643,292 1,000,000 Series 2001-64, Class PB, 6.50%, 12/20/31.......... 1,046,231 7,172,514 Series 2003-59, Class XA, VAR, IO, 0.62%, 06/16/34................. 635,296 2,759,774 Series 2003-75, Class BE, 6.00%, 04/16/28.......... 2,825,142 1,814,036 Series 2004-62, Class VA, 5.50%, 07/20/15.......... 1,831,068 ------------ Total Collateralized Mortgage Obligations (Cost $89,589,401) 89,602,841 ------------ MORTGAGE PASS-THROUGH SECURITIES (13.2%): Federal Home Loan Mortgage Corp. Gold Pools 526,102 5.00%, 12/01/13- 04/01/14................. 521,832 192,871 5.50%, 03/01/14............ 194,378 366,198 6.00%, 04/01/14- 02/01/32................. 371,217 2,223,375 6.50%, 06/01/14- 04/01/32................. 2,284,550 65,236 7.00%, 02/01/11............ 67,473 168,317 7.50%, 09/01/10............ 173,307 32,355 8.50%, 12/01/09- 07/01/28................. 34,834 Federal Home Loan Mortgage Corp. Pools 122,525 ARM, 5.33%, 04/01/30....... 125,636 325,793 ARM, 5.36%, 01/01/27....... 335,054 59,767 9.00%, 12/01/09............ 60,409 Federal National Mortgage Association 13,331 6.50%, 11/01/11............ 13,708 Federal National Mortgage Association Pools 4,582,155 5.00%, 11/01/13- 11/01/33................. 4,482,910 8,251,287 5.50%, 11/01/16- 01/01/34................. 8,206,154 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 8 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: MORTGAGE PASS-THROUGH SECURITIES, continued: Federal National Mortgage Association Pools, continued: 2,581,009 6.00%, 04/01/13- 09/01/28................. 2,624,808 737,881 6.50%, 05/01/13- 04/01/32................. 761,827 218,654 7.50%, 02/01/13- 08/01/30................. 228,046 673,408 8.00%, 11/01/12- 01/01/16................. 711,411 Government National Mortgage Association Pools 4,016,600 ARM, 4.50%, 07/20/34- 09/20/34................. 3,966,860 19,224 ARM, 4.75%, 07/20/27....... 19,376 47,100 6.50%, 03/15/28- 09/15/28................. 49,317 98,583 7.00%, 12/15/25- 06/15/28................. 103,644 55,372 7.50%, 05/15/23- 12/20/26................. 58,476 83,552 7.75%, 07/15/30............ 88,803 284,371 8.00%, 11/20/26- 10/15/27................. 303,671 22,967 9.00%, 11/15/24............ 25,026 ------------ Total Mortgage Pass-Through Securities (Cost $26,012,214) 25,812,727 ------------ U.S. GOVERNMENT AGENCY SECURITIES (13.7%): 1,500,000 Federal Farm Credit Bank 6.75%, 07/07/09............ 1,595,999 (Cost $26,012,214) Federal Home Loan Bank System 4,500,000 5.75%, 08/15/11............ 4,700,713 1,000,000 5.90%, 03/26/09 (c)........ 1,033,554 Federal National Mortgage Association STRIPS 6,000,000 PO, 09/23/20............... 2,882,958 Financing Corp. STRIPS 2,000,000 PO, 11/02/18............... 1,077,332 8,000,000 PO, 12/06/18............... 4,288,136 3,000,000 PO, 10/09/19............... 1,459,074 630,000 PO, 03/23/28............... 210,014 Resolution Funding Corp. STRIPS 975,000 PO, 10/15/08............... 863,270 1,000,000 PO, 10/15/17............... 574,174 2,000,000 PO, 01/15/20............... 1,025,410 4,000,000 PO, 07/15/20............... 2,007,324 Tennessee Valley Authority 5,000,000 Zero Coupon, 07/15/16...... 2,977,410 2,000,000 6.00%, 03/15/13............ 2,146,026 ------------ Total U.S. Government Agency Securities (Cost $23,898,445) 26,841,394 ------------ </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ LONG-TERM INVESTMENTS, CONTINUED: U.S. TREASURY OBLIGATIONS (25.1%): U.S. Treasury Bonds 650,000 6.13%, 11/15/27............ 784,367 2,700,000 7.25%, 05/15/16 (c)........ 3,315,306 1,250,000 8.13%, 08/15/19 (c)........ 1,695,801 2,000,000 9.13%, 05/15/18 (c)........ 2,860,156 2,800,000 10.38%, 11/15/12 (c)....... 3,094,437 U.S. Treasury Inflation Indexed Bonds 572,080 3.50%, 01/15/11............ 611,410 6,163,100 3.63%, 01/15/08............ 6,328,493 U.S. Treasury Notes 2,250,000 4.25%, 08/15/13 (c)........ 2,229,874 2,500,000 5.00%, 08/15/11 (c)........ 2,580,370 200,000 6.00%, 08/15/09 (c)........ 210,781 7,000,000 6.13%, 08/15/07 (c)........ 7,185,388 U.S. Treasury STRIPS 4,000,000 PO, 11/15/09............... 3,368,216 2,500,000 PO, 08/15/14............... 1,700,682 2,000,000 PO, 11/15/14............... 1,344,260 1,750,000 PO, 02/15/15 (c)........... 1,165,206 500,000 PO, 05/15/15 (c)........... 329,829 750,000 PO, 08/15/15 (c)........... 487,902 3,400,000 PO, 11/15/15 (c)........... 2,189,359 15,000,000 PO, 05/15/20 (c)........... 7,737,795 ------------ Total U.S. Treasury Obligations (Cost $47,029,849) 49,219,632 ------------ Total Long-Term Investments (Cost $186,529,909) 191,476,594 ------------ SHORT-TERM INVESTMENT (1.5%): INVESTMENT COMPANY (1.5%): 2,874,557 JPMorgan U.S. Government Money Market Fund (b) (Cost $2,874,557)........ 2,874,557 ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED (12.6%): Repurchase Agreements (12.6%): 4,921,415 Banc of America Securities LLC., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $4,923,745 collateralized by U.S. Government Agency Mortgages................ 4,921,415 4,200,000 Barclays Capital, 4.28%, dated 12/30/05, due 01/03/06, repurchase price $4,201,997 collateralized by U.S. Government Agency Mortgages................ 4,200,000 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 See notes to financial statements 9 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED AS OF DECEMBER 31, 2005 <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 5,200,000 Lehman Brothers Inc., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $5,202,461 collateralized by U.S. Government Agency Mortgages................ 5,200,000 </Table> <Table> <Caption> SHARES OR PRINCIPAL AMOUNT($) SECURITY DESCRIPTION VALUE($) - ---------- --------------------------- ------------ INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED, CONTINUED: Repurchase Agreements, continued: 5,200,000 Morgan Stanley, 4.27%, dated 12/30/05, due 01/03/06, repurchase price $5,202,467 collateralized by U.S. Government Agency Mortgages................ 5,200,000 5,200,000 UBS Securities LLC., 4.26%, dated 12/30/05, due 01/03/06, repurchase price $5,202,461 collateralized by U.S. Government Agency Mortgages................ 5,200,000 ------------ Total Investments of Cash Collateral for Securities Loaned (Cost $24,721,415).......................... 24,721,415 ------------ TOTAL INVESTMENTS (111.9%): (Cost $214,125,881) 219,072,566 LIABILITIES IN EXCESS OF OTHER ASSETS ((11.9)%): (23,258,635) ------------ NET ASSETS (100.0%): $195,813,931 ============ </Table> - ------------ Percentages indicated are based on net assets. Abbreviations: <Table> (b) Investment in affiliate. Money market fund registered under the Investment Company Act of 1940, as amended, and advised by JPMorgan Investment Advisors Inc. (c) Security, or a portion of the security, has been delivered to a counterparty as part of a security lending transaction. (m) All or a portion of this security is segregated for current or potential holdings of futures, swaps, options, TBA, when-issued securities, delayed delivery securities, and reverse repurchase agreements. ARM Adjustable Rate Mortgage. IF Inverse Floaters represent securities that pay interest at a rate that increases (decreases) with a decline (incline) in a specified index. IO Interest Only represents the right to receive the monthly interest payment on an underlying pool of mortgage loans. The face amount shown represents the par value on the generally higher than prevailing market underlying pool. The yields on these securities are yields on other mortgage-backed securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. These securities are subject to accelerated principal paydowns as a result of prepayment or refinancing of the underlying pool of mortgage instruments. As a result, interest income may be reduced considerably. PO Principal Only represents the right to receive the principal portion only on an underlying pool of mortgage loans. The market value of these securities is extremely volatile in response to changes in market interest rates. As prepayments on the underlying mortgages of these securities increase, the yield on these securities increases. STRIPS Separate Trading of Registered Interest and Principal Securities. VAR Variable. The interest rate shown is the rate in effect at December 31, 2005. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 See notes to financial statements 10 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2005 <Table> ASSETS: Investments in non-affiliates, at value..................... $191,476,594 Investments in affiliates, at value......................... 2,874,557 Repurchase agreements, at value............................. 24,721,415 ------------ Total investment securities, at value....................... 219,072,566 Receivables: Investment securities sold................................ 3,584 Portfolio shares sold..................................... 364,694 Interest and dividends.................................... 1,245,405 ------------ Total Assets................................................ 220,686,249 ------------ LIABILITIES: Payables: Collateral for securities lending program................. 24,721,415 Portfolio shares redeemed................................. 35,797 Accrued liabilities: Investment advisory fees.................................. 74,538 Administration fees....................................... 24,684 Custodian fees............................................ 1,001 Other..................................................... 14,883 ------------ Total liabilities........................................... 24,872,318 ------------ NET ASSETS.................................................. $195,813,931 ============ NET ASSETS: Paid in capital............................................. $181,381,614 Accumulated undistributed (distributions in excess of) net investment income......................................... 9,616,252 Accumulated net realized gains (losses) from investments.... (130,620) Net unrealized appreciation (depreciation) from investments............................................... 4,946,685 ------------ Net Assets.................................................. $195,813,931 ============ OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES)........... 17,169,969 Net asset value, offering and redemption price per share (unlimited amount authorized, no par value)............... $ 11.40 Cost of investments......................................... $214,125,881 Market value of securities on loan.......................... $ 24,232,291 </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 11 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 <Table> INVESTMENT INCOME Dividend income from affiliates(a).......................... $ 89,912 Interest income............................................. 10,772,330 Income from securities lending (net)........................ 48,291 ----------- Total investment income..................................... 10,910,533 ----------- EXPENSES Investment advisory fees.................................... 918,882 Administrative fees......................................... 300,370 Custodian fees.............................................. 3,822 Interest expense............................................ 41 Professional fees........................................... 40,073 Trustees' fees.............................................. 463 Transfer agent fees......................................... 5,491 Other....................................................... 50,931 ----------- Total expenses.............................................. 1,320,073 ----------- Less earnings credits....................................... (720) ----------- Net expenses.............................................. 1,319,353 ----------- Net investment income (loss)................................ 9,591,180 ----------- REALIZED/UNREALIZED GAINS (LOSSES) Net realized gain (loss) on transactions from investments... $ 211,918 Change in net unrealized appreciation (depreciation) of investments............................................... (3,691,230) ----------- Net realized/unrealized gains (losses)...................... (3,479,312) ----------- Change in net assets resulting from operations.............. $ 6,111,868 ----------- (a) Includes reimbursements of investment advisory and administration fees....................................... $ 5,643 ----------- </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 12 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2005 2004 ---------------- ------------ CHANGE IN NET ASSETS RESULTING FROM OPERATIONS: Net investment income (loss).............................. $ 9,591,180 $ 9,843,560 Net realized gain (loss) on investments................... 211,918 (17,402) Change in net unrealized appreciation (depreciation) of investments............................................. (3,691,230) (247,632) ------------ ------------ Change in net assets resulting from operations.............. 6,111,868 9,578,526 ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS: From net investment income................................ (9,946,227) (10,311,704) ------------ ------------ CHANGE IN NET ASSETS FROM CAPITAL TRANSACTIONS: Proceeds from shares issued............................... $ 14,789,507 22,267,254 Dividends reinvested...................................... 9,946,227 10,311,703 Cost of shares redeemed................................... (38,413,574) (30,162,006) ------------ ------------ Change in net assets from capital transactions.............. (13,677,840) 2,416,951 ------------ ------------ NET ASSETS: Change in net assets...................................... (17,512,199) 1,683,773 Beginning of period....................................... 213,326,130 211,642,357 End of period............................................. $195,813,931 $213,326,130 ============ ============ Accumulated undistributed (distributions in excess of) net investment income......................................... $ 9,616,252 $ 9,949,284 ------------ ------------ SHARE TRANSACTIONS: Issued.................................................... 1,296,364 1,931,554 Reinvested................................................ 899,297 902,161 Redeemed.................................................. (3,367,833) (2,627,818) ------------ ------------ Change in shares............................................ (1,172,172) 205,897 ============ ============ </Table> See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 13 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS <Table> <Caption> YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ PER SHARE OPERATING PERFORMANCE NET ASSET VALUE, BEGINNING OF PERIOD.... $ 11.63 $ 11.67 $ 11.92 $ 10.62 $ 10.50 -------- -------- -------- -------- -------- INVESTMENT OPERATIONS: Net investment income (loss).......... 0.58 0.54 0.56 0.55 0.61 Net realized and unrealized gains (losses) on investments............. (0.25) (0.01) (0.26) 0.75 0.12 -------- -------- -------- -------- -------- Total from investment operations.... 0.33 0.53 0.30 1.30 0.73 -------- -------- -------- -------- -------- DISTRIBUTIONS: Net investment income................. (0.56) (0.57) (0.55) --(a) (0.61) -------- -------- -------- -------- -------- NET ASSET VALUE, END OF PERIOD.......... $ 11.40 $ 11.63 $ 11.67 $ 11.92 $ 10.62 ======== ======== ======== ======== ======== TOTAL RETURN............................ 3.08% 4.64% 2.54% 12.26% 7.05% RATIOS/SUPPLEMENTAL DATA: Net assets end of period (000's)........ $195,814 $213,326 $211,642 $208,305 $151,391 RATIOS TO AVERAGE NET ASSETS: Net expenses.......................... 0.65% 0.62% 0.62% 0.63% 0.62% Net investment income (loss).......... 4.70% 4.65% 4.76% 5.33% 5.93% Expenses without waivers, reimbursements and earnings credits............................. 0.65% 0.63% 0.63% 0.63% 0.62% PORTFOLIO TURNOVER RATE................. 10% 14% 23% 16% 25% </Table> - ------------ (a) Amount rounds to less than $0.01. See notes to financial statements. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 14 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS 1. ORGANIZATION JPMorgan Investment Trust (formerly One Group Investment Trust) (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment company established as a Massachusetts business trust. The Government Bond Portfolio is a separate Portfolio of the Trust (the "Portfolio"). Effective May 1, 2005, the Board of Trustees approved the name change from One Group Investment Trust Government Bond Portfolio to JPMorgan Investment Trust Government Bond Portfolio. Portfolio shares are offered only to separate accounts of participating insurance companies and eligible plans. Individuals may not purchase shares directly from the Portfolio. 2. SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Trust in preparation of its financial statements. The policies are in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS Corporate debt securities, debt securities issued by the U.S. Treasury or a U.S. government agency (other than short-term investments maturing in less than 61 days), and municipal securities are valued each day based on readily available market quotations received from third party broker-dealers of comparable securities or independent or affiliated pricing services approved by the Board of Trustees. Such pricing services and broker-dealers generally provide bid-side quotations. Short-term investments maturing in less than 61 days are valued at amortized cost, which approximates market value. Investments in other open-end investment companies are valued at such investment company's current day closing net asset value per share. Securities or other assets for which market quotations are not readily available or for which market quotations do not represent the value at the time of pricing (including certain illiquid securities) are fair valued in accordance with procedures established by and under the supervision and responsibility of the Trustees. Valuations may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry. It is possible that the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could be material. B. REPURCHASE AGREEMENTS The Portfolio may enter into repurchase agreement transactions with institutions that meet the advisor's credit guidelines. Each repurchase agreement is valued at amortized cost. The Portfolio requires that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Portfolio to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Portfolio may be delayed or limited. C. SECURITIES LENDING To generate additional income, the Portfolio may lend up to 33 1/3% of its assets pursuant to agreements ("borrower agreements") requiring that the loan be continuously secured by cash or securities issued by the U.S. government or its agencies or instrumentalities (collectively, U.S. government securities"). JPMorgan Chase Bank, N.A. ("JPMCB"), an affiliate of the Portfolio, serves as lending agent to the Portfolio pursuant to a Securities Lending Agreement approved by the Board of Trustees (the "Securities Lending Agreement"). The Securities Lending Agreement was effective with respect to the Government Bond Portfolio on October 18, 2004 and an amended and restated agreement was approved by the Board at a meeting held on August 11, 2005. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 15 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED Under the Securities Lending Agreement, JPMCB acting as agent for the Portfolio loans securities to approved borrowers pursuant to approved borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities plus accrued interest. During the term of the loan, the Portfolio receives payments from borrowers equivalent to the dividends and interest that would have been earned on securities lent while simultaneously seeking to earn income on the investment of cash collateral in accordance with investment guidelines contained in the Securities Lending Agreement. For loans secured by cash, the Portfolio retains the interest on cash collateral investments but is required to pay the borrower a rebate for use of the cash collateral. For loans secured by US government securities, the borrower pays a borrower fee to the lending agent on behalf of the Portfolio. The net income earned on the securities lending (after payment of rebates and fees) is included in the Statement of Operations as Income from securities lending (net). Information on the investment of cash collateral is shown in the Schedule of Portfolio Investments. Under the Securities Lending Agreement, JPMCB is entitled to a fee equal to (i) 0.06%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of U.S. Securities outstanding during a given month under this Lending Agreement; and (ii) 0.1142%, calculated on an annualized basis and accrued daily, based upon the value of Collateral received from Borrowers for each Loan of non-U.S. Securities outstanding during a given month under this Lending Agreement. For the period from the effective date of the Agreement through December 31, 2005, JPMCB voluntarily reduced its fees to: (i) 0.05% for each Loan of U.S. Securities and (ii) 0.10% for each Loan of non-U.S. Securities, respectively. As of December 31, 2005, the Portfolio had securities with the following market values on loan, received the following collateral for the period then ended and paid the following amounts to related party affiliates: <Table> <Caption> LENDING MARKET MARKET VALUE AGENT VALUE OF OF LOANED FEES PAID COLLATERAL SECURITIES - --------- ----------- ------------ $15,200 $24,721,415 $24,232,291 </Table> Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMCB will indemnify the Portfolio from any losses resulting from a borrower's failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. Loans are subject to termination by the Portfolio or the borrower at any time, and are, therefore, not considered to be illiquid investments. D. SECURITY TRANSACTIONS AND INVESTMENT INCOME Investment transactions are accounted for on the trade date (the date the order to buy or sell is executed). Securities gains and losses are calculated on a specifically identified cost basis. Interest income is determined on the basis of coupon interest accrued using the effective interest method adjusted for amortization of premiums and accretion of discounts. Dividend income less foreign taxes withheld (if any) is recorded on the ex-dividend date or when the Portfolio first learns of the dividend. Purchases of TBA, when-issued or delayed delivery securities may be settled a month or more after the trade date; interest income is not accrued until settlement date. It is the Portfolio's policy to segregate assets with a current value at least equal to the amount of its TBA, when-issued or delayed delivery purchase commitments. E. ALLOCATION OF EXPENSES Expenses directly attributable to the Portfolio are charged directly to the Portfolio while the expenses attributable to more than one portfolio of the Trust are allocated among the respective portfolios. F. FEDERAL INCOME TAXES The Portfolio is treated as a separate taxable entity for Federal income tax purposes. The Portfolio's policy is to comply with the provisions of the Internal Revenue Code of 1986, as amended (the "Code") applicable to regulated investment companies and to distribute to shareholders all of its distributable net investment income and net realized gain on investments. Accordingly, no provision for Federal income tax is necessary. The Portfolio is also a segregated portfolio of assets for insurance purposes and intends to comply with the diversification requirements at Subchapter L of the Code. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 16 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED G. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS Dividends from net investment income and net realized capital gains, if any, are generally declared and paid annually. Distributions from net investment income and from net capital gains are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. To the extent these "book/tax" differences are permanent in nature (i.e. that they result from other than timing of recognition -- "temporary differences"), such amounts are reclassified within the capital accounts based on their Federal tax-basis treatment. The following amounts were reclassified within the capital accounts: <Table> <Caption> ACCUMULATED UNDISTRIBUTED ACCUMULATED NET (OVERDISTRIBUTED) REALIZED GAIN (LOSS) PAID-IN-CAPITAL NET INVESTMENT INCOME ON INVESTMENTS - --------------- ------------------------- -------------------- $7,633 $22,015 $ (29,648) </Table> The reclassification for the Portfolio relates primarily to the tax treatment of paydown gains and losses. The Portfolio may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction for income tax purposes. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES A. INVESTMENT ADVISORY FEE Pursuant to the Investment Advisory Agreement, JPMorgan Investment Advisors Inc. (the "Advisor") (formerly known as Banc One Investment Advisors Corporation) acts as the investment advisor to the Portfolio. The Advisor is an indirect, wholly-owned subsidiary of JPMorgan Chase & Co. ("JPMorgan"). The Advisor supervises the investments of the Portfolio and for such services is paid a fee. The fee is accrued daily and paid monthly based on the Portfolio's average daily net assets at an annual fee rate of 0.45%. The Portfolio may invest in one or more money market funds advised by the Advisor or its affiliates. Investment advisory and administrative fees are waived and/or reimbursed to the Portfolio in an amount sufficient to offset any doubling up of these fees related to the Portfolio's investment in an affiliated money market fund. B. ADMINISTRATION FEE Pursuant to an Administration Agreement, JPMorgan Funds Management, Inc. (the "Administrator") (formerly One Group Administrative Services, Inc.), an indirect, wholly-owned subsidiary of JPMorgan, provides certain administration services to the Portfolio. In consideration of these services, the Administrator receives a fee computed daily and paid monthly at the annual rate of 0.18% of the first $250 million of the average daily net assets of the Trust (excluding the Equity Index Portfolio) and 0.14% of the average daily net assets of the Trust in excess of $250 million (excluding the Equity Index Portfolio). JPMCB provides portfolio fund accounting services for the Portfolio and receives a portion of the fees payable to the Administrator. Effective July 1, 2005, J.P. Morgan Investor Services, Co. ("JPMIS") began serving as the Portfolio's Sub-administrator. For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator. Prior to July 1, 2005, BISYS Fund Services, L.P. ("BISYS") served as the Portfolio's Sub-administrator. For its services as Sub- administrator, BISYS received a portion of the fees paid to the Administrator. C. DISTRIBUTION FEES Effective May 1, 2005, pursuant to a Distribution Agreement, JPMorgan Distribution Services, Inc. (the "Distributor"), a wholly-owned subsidiary of JPMorgan, began serving as the Trust's exclusive underwriter and promotes and arranges for the sale of the Portfolio's shares. The Distributor receives no compensation in its capacity as the Portfolio's underwriter. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 17 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED D. CUSTODIAN FEES JPMCB provides Portfolio custody services for the Portfolio. The amounts paid directly to JPMCB by the Portfolio for custody services are included in custodian fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Portfolio, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations. Interest expense paid to the custodian related to cash overdrafts is presented as interest expense in the Statement of Operations. E. WAIVERS AND REIMBURSEMENTS The Advisor and Administrator have contractually agreed to waive fees or reimburse the Portfolio to the extent that total operating expenses (excluding dividend expenses on short sales, interest, taxes, extraordinary expenses and expenses related to the Board of Trustees' deferred compensation plan) exceed 0.75% of the Portfolio's average daily net assets. The contractual expense limitation agreements were in effect for the year ended December 31, 2005. The expense limitation percentage above is in place until at least April 30, 2006. F. OTHER Certain officers of the Trust are affiliated with the Advisor, the Administrator and the Distributor. Such officers receive no compensation from the Portfolio for serving in their respective roles. The Trust adopted a Trustee Deferred Compensation Plan (the "Plan") which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various JPMorgan Funds until distribution in accordance with the Plan. During the period, the Portfolio may have purchased securities from an underwriting syndicate in which the principal underwriter or members of the syndicate are affiliated with the Advisor. The Portfolio may use related party brokers/dealers. For the year ended December 31, 2005, the Portfolio did not incur any brokerage commissions with brokers/dealers affiliated with the Advisor. The SEC has granted an exemptive order permitting the Portfolio to engage in principal transactions with J.P. Morgan Securities, Inc., an affiliated broker, involving taxable money market instruments subject to certain conditions. 4. INVESTMENT TRANSACTIONS During the year ended December 31, 2005, purchases and sales of investments (excluding short-term investments) were as follows: <Table> <Caption> PURCHASES SALES (EXCLUDING (EXCLUDING PURCHASES OF SALES OF U.S. GOVERNMENT) U.S. GOVERNMENT) U.S. GOVERNMENT U.S. GOVERNMENT ---------------- ---------------- --------------- --------------- $17,733,247 $22,997,587 $1,473,254 $5,719,529 </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 18 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED 5. FEDERAL INCOME TAX MATTERS For Federal income tax purposes, the cost and unrealized appreciation (depreciation) in value of the investment securities at June 30, 2005, were as follows: <Table> <Caption> NET GROSS GROSS UNREALIZED AGGREGATE UNREALIZED UNREALIZED APPRECIATION COST APPRECIATION DEPRECIATION (DEPRECIATION) ------------ ------------ ------------ -------------- $214,125,881 $7,115,840 $(2,169,155) $4,946,685 </Table> There is no difference between book and tax basis unrealized appreciation/(depreciation) on investments. The tax character of distributions paid during the fiscal year ended December 31, 2005 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $9,946,227 $9,946,227 </Table> The tax character of distributions paid during the fiscal year ended December 31, 2004 was as follows: <Table> <Caption> TOTAL ORDINARY TAXABLE INCOME DISTRIBUTIONS -------- ------------- $10,311,704 $10,311,704 </Table> As of December 31, 2005, the components of net assets (excluding paid in capital) on a tax basis were as follows: <Table> <Caption> CURRENT DISTRIBUTABLE LONG-TERM CURRENT CAPITAL GAIN OR DISTRIBUTABLE TAX BASIS UNREALIZED ORDINARY CAPITAL LOSS APPRECIATION INCOME CARRYOVER (DEPRECIATION) - ------------- --------------- -------------- $9,621,167 $(130,620) $4,946,685 </Table> The cumulative timing differences primarily consist of deferred compensation. As of December 31, 2005, the Portfolio had net capital loss carryforwards, which are available to offset future realized gains: <Table> <Caption> EXPIRES - -------- 2012 TOTAL ---- ----- $130,620 $130,620 </Table> During the year ended December 31, 2005, the Portfolio utilized capital loss carryovers of $182,270. 6. BORROWINGS Effective February 18, 2005, the Trust and JPMCB have entered into a financing arrangement. Under this arrangement, JPMCB provides an unsecured, uncommitted credit facility in the aggregate amount of $100 million to certain of the JPMorgan Funds including the Portfolio. Advances under the arrangement are taken primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Portfolio's borrowing restrictions. Interest on borrowings is payable at a rate determined by JPMCB at the time of borrowing. This agreement has been extended until November 21, 2006. As of December 31, 2005, the Portfolio had no outstanding borrowings from the unsecured uncommitted credit facility. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 19 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS, CONTINUED 7. CONCENTRATIONS AND INDEMNIFICATIONS In the normal course of business, the Portfolio enters into contracts that contain a variety of representations which provide general indemnifications. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet occurred. However, based on experience, the Portfolio expects the risk of loss to be remote. From time to time, the Portfolio may have a concentration of several shareholders which may be a related party, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Portfolio. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 20 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Trustees and Shareholders of JPMorgan Investment Trust: In our opinion, the accompanying statement of assets and liabilities, including the schedule of portfolio investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of JPMorgan Investment Trust Government Bond Portfolio, formerly One Group Investment Trust Government Bond Portfolio (a Portfolio of JPMorgan Investment Trust hereafter referred to as the "Portfolio") at December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Portfolio's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York February 8, 2006 JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 21 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED) <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- INDEPENDENT TRUSTEES William J. Armstrong Retired; Vice President & 118 None. (1941); Trustee Treasurer of Ingersoll-Rand since 2005; Trustee of Company (manufacturer of JPMorgan Funds since industrial equipment) 1987. (1972-2000). Roland R. Eppley, Jr. Retired; President & Chief 118 None. (1932); Trustee Executive Officer, Eastern since 2005; Trustee of States Bankcard (1971-1988). JPMorgan Funds since 1989. John F. Finn President and Chief Executive 117* Director, Cardinal Health, Inc (1947); Trustee Officer of Gardner, Inc. (CAH) (1994-present); Director, since 1998. (wholesale distributor to The Crane Group (2003-present); outdoor power equipment Chairman, The Columbus industry) (1979-present). Association for the Performing Arts (CAPA) (2003-present). Dr. Matthew Goldstein Chancellor of the City 118 Director, Albert Einstein (1941); Trustee University of New York School of Medicine since 2005; Trustee of (1999-present); President, (1998-present); Director of New JPMorgan Funds since Adelphi University (New York) Plan Excel Realty Trust, Inc. 2003. (1998-1999). (real estate investment trust) (2000- present); Director of Lincoln Center Institute for the Arts in Education (1999-present). Robert J. Higgins Retired; Director of 118 None. (1945); Administration of the State of Trustee since 2005; Rhode Island (2003-2004); Trustee of JPMorgan President - Consumer Banking Funds since 2002. and Investment Services, Fleet Boston Financial (1971-2001). Peter C. Marshall Self-employed business 117* None. (1942); Trustee since consultant (2002-present); 1994. Senior Vice President, W.D. Hoard, Inc. (corporate parent of DCI Marketing, Inc.) (2000-2002); President, DCI Marketing, Inc. (1992-2000). Marilyn McCoy Vice President of 117* Trustee, Mather LifeWays (1994- (1948); Trustee since Administration and Planning, present); Trustee, Carleton 1999. Northwestern University College (2003-present). (1985-present). William G. Morton, Jr. Retired; Chairman Emeritus 118 Director of Radio Shack (1937); Trustee since (2001-2002), and Chairman and Corporation (electronics) 2005; Trustee of Chief Executive Officer, Boston (1987-present); Director of The JPMorgan Funds since Stock Exchange (1985-2001). National Football Foundation 2003. and College Hall of Fame (1994- present); Trustee of the Stratton Mountain School (2001-present). Robert A. Oden, Jr. President, Carleton College 117* Director, American University (1946); Trustee since (2002-present); President, in Cairo. 1997. Kenyon College (1995-2002). </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 22 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- TRUSTEES (UNAUDITED), CONTINUED <Table> <Caption> NUMBER OF FUNDS IN NAME (YEAR OF BIRTH); FUND COMPLEX POSITIONS WITH PRINCIPAL OCCUPATIONS OVERSEEN OTHER DIRECTORSHIPS HELD THE PORTFOLIO DURING PAST 5 YEARS BY TRUSTEE(1) OUTSIDE FUND COMPLEX - ------------------------ ------------------------------- ------------------ ------------------------------- Fergus Reid, III (1932); Chairman of Lumelite 118 Trustee of Morgan Stanley Funds Trustee (Chairman) since Corporation (plastics (198 portfolios) 2005; Trustee of manufacturing) (2003-present); (1995-present). JPMorgan Funds since Chairman and Chief Executive 1987. Officer of Lumelite Corporation (1985-2002). Frederick W. Ruebeck Advisor, Jerome P. Green & 117* Director, AMS Group (2001- (1939); Trustee since Associates, LLC (broker-dealer) present); Trustee, Wabash 1994. (2002-present); Chief College (1988-present); Investment Officer, Wabash Chairman, Indianapolis Symphony College (2004-present); Orchestra Foundation self-employed consultant (1994-present). (January 2000-present); Director of Investments, Eli Lilly and Company (1988-1999). James J. Schonbachler Retired; Managing Director of 118 None. (1943); Trustee since Bankers Trust Company 2005; Trustee of (financial services) JPMorgan Funds since (1968-1998). 2001. INTERESTED TRUSTEE Leonard M. Spalding, Retired; Chief Executive 118 Director, Glenview Trust Jr.** (1935); Trustee Officer of Chase Mutual Funds Company, LLC (2001-present); since 2005; Trustee of (investment company) Trustee, St. Catherine College JPMorgan Funds since (1989-1998); President & Chief (1998-present); Trustee, 1998. Executive Officer of Vista Bellarmine University (2000- Capital Management (investment present); Director, management) (1990-1998); Chief Springfield- Washington County Investment Executive of Chase Economic Development Authority Manhattan Private Bank (1997- present); Trustee, (investment management) Marion and Washington County, (1990-1998). Kentucky Airport Board (1998-present); Trustee, Catholic Education Foundation (2005-present). </Table> - ------------ <Table> (1) A Fund Complex means two or more registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies. The JPMorgan Funds Complex for which the Board of Trustees includes nine registered investment companies (118 funds) as of December 31, 2005. * This Trustee does not oversee the UM Investment Trust II which is the registered investment company for the Undiscovered Managers Spinnaker Fund, and therefore oversees eight registered investment companies (117 funds) as of December 31, 2005. ** Mr. Spalding is deemed to be an "interested person" due to his ownership of JPMorgan Chase stock. </Table> The contact address for each of the Trustees is 522 Fifth Avenue, New York, NY 10036. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 23 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED) <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ George C.W. Gatch (1962), Managing Director of JPMorgan Investment Management Inc.; President (2004) Director and President, JPMorgan Distribution Services, Inc. and JPMorgan Funds Management, Inc. since 2005; Mr. Gatch is CEO and President of JPMorgan Funds. Mr. Gatch has been an employee since 1986 and has held positions such as President and CEO of DKB Morgan, a Japanese mutual fund company which was a joint venture between J.P. Morgan and Dai-Ichi Kangyo Bank, as well as positions in business management, marketing and sales. Robert L. Young (1963), Director and Vice President of JPMorgan Distribution Senior Vice President Services, Inc. and JPMorgan Funds Management, Inc.; Chief (2004)* Operating Officer, JPMorgan Funds since 2005, and One Group Mutual Funds from 2001 until 2005. Mr. Young was Vice President and Treasurer, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services) and Vice President and Treasurer, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.) from 1999 to 2005. Patricia A. Maleski (1960), Vice President, JPMorgan Funds Management, Inc.; previously, Vice President and Chief Treasurer, JPMorgan Funds and Head of Funds Administration Administrative Officer and Board Liaison. Ms. Maleski was the Vice President of (2004) Finance for the Pierpont Group, Inc., an independent company owned by the Board of Directors/Trustees of the JPMorgan Funds, prior to joining J.P. Morgan Chase & Co. in 2001. Stephanie J. Dorsey (1969), Vice President, JPMorgan Funds Management, Inc.; Director of Treasurer (2004)* Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services), from 2004 to 2005; Ms. Dorsey worked for JPMorgan Chase & Co., (formerly Bank One Corporation) from 2003 to 2004; prior to joining Bank One Corporation, she was a Senior Manager specializing in Financial Services audits at PricewaterhouseCoopers LLP from 1992 through 2002. Stephen M. Ungerman (1953), Senior Vice President, JPMorgan Chase & Co.; Mr. Ungerman Senior Vice President, Chief was head of Fund Administration - Pooled Vehicles from 2000 Compliance Officer (2004) to 2004. Mr. Ungerman held a number of positions in Prudential Financial's asset management business prior to 2000. Paul L. Gulinello (1950), Vice President and Anti Money Laundering Compliance Officer AML Compliance Officer for JPMorgan Asset Management Americas, additionally (2005) responsible for personal trading and compliance testing since 2004; Treasury Services Operating Risk Management and Compliance Executive supporting all JPMorgan Treasury Services business units from July 2000 to 2004. Stephen M. Benham (1959), Vice President and Assistant General Counsel, JPMorgan Chase Secretary (2005) & Co. since 2004; Vice President (Legal Advisory) of Merrill Lynch Investment Managers, L.P. from 2000 to 2004; attorney associated with Kirkpatrick & Lockhart LLP from 1997 to 2000. Elizabeth A. Davin (1964), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2004)* & Co. since 2005; Senior Counsel, JPMorgan Chase & Co. (formerly Bank One Corporation) from 2004-2005; Assistant General Counsel and Associate General Counsel and Vice President, Gartmore Global Investments, Inc. from 1999 to 2004. Jessica K. Ditullio (1962), Vice President and Assistant General Counsel, JPMorgan Chase Assistant Secretary (2000)* & Co. since 2005; Ms. Ditullio has served as an attorney with various titles for JPMorgan Chase & Co. (formerly Bank One Corporation) since 1990. Nancy E. Fields (1949), Vice President, JPMorgan Funds Management, Inc. and JPMorgan Assistant Secretary (2000)* Distribution Services, Inc.; from 1999-2005, Director, Mutual Fund Administration, JPMorgan Funds Management, Inc. (formerly One Group Administrative Services, Inc.) and Senior Project Manager, Mutual Funds, JPMorgan Distribution Services, Inc. (formerly One Group Dealer Services, Inc.). Ellen W. O'Brien (1957), Assistant Vice President, JPMorgan Investor Services, Co., Assistant Secretary (2005)** responsible for Blue Sky registration; Ms. O'Brien has served in this capacity since joining the firm in 1991. Suzanne E. Cioffi (1967), Vice President, JPMorgan Funds Management, Inc., responsible Assistant Treasurer (2005) for mutual fund financial reporting. Ms. Cioffi has overseen various fund accounting, custody and administration conversion projects during the past five years. </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 24 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- OFFICERS (UNAUDITED), CONTINUED <Table> <Caption> NAME (YEAR OF BIRTH), POSITIONS HELD WITH THE PORTFOLIO (SINCE) PRINCIPAL OCCUPATIONS DURING PAST 5 YEARS - ---------------------------- ------------------------------------------------------------ Christopher D. Walsh (1965), Vice President, JPMorgan Funds Management, Inc., Mr. Walsh Assistant Treasurer (2004) has managed all aspects of institutional and retail mutual fund administration and vendor relationships within the mutual funds, commingled/ERISA funds, 3(c)(7) funds, hedge funds and LLC products. Mr. Walsh was a director of Mutual Fund Administration at Prudential Investments from 1996 to 2000. Arthur A. Jensen (1966), Vice President, JPMorgan Funds Management, Inc. since April Assistant Treasurer (2005)* 2005; formerly, Vice President of Financial Services of BISYS Fund Services, Inc. from 2001 until 2005; Mr. Jensen was Section Manager at Northern Trust Company and Accounting Supervisor at Allstate Insurance Company prior to 2001. </Table> - ------------ The contact address for each of the officers, unless otherwise noted, is 522 Fifth Avenue, New York, NY 10036. * The contact address for the officer is 1111 Polaris Parkway, Columbus, OH 43271. ** The contact address for the officer is 73 Tremont Street, Floor 1, Boston, MA 02108. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 25 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- SCHEDULE OF SHAREHOLDER EXPENSES (UNAUDITED) HYPOTHETICAL $1,000 INVESTMENT AT BEGINNING OF PERIOD DECEMBER 31, 2005 As a shareholder of the Portfolio, you incur ongoing costs, including investment advisory fees, administration fees and other portfolio expenses. Because the Portfolio is a funding vehicle for Policies and Eligible Plans, you may also incur sales charges and other fees relating to the Policies or Eligible Plans. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio, but not the costs of the Policies or Eligible Plans, and to compare these ongoing costs with the ongoing costs of investing in other mutual funds. The examples assume that you had a $1,000 investment in the Portfolio at the beginning of the reporting period, July 1, 2005, and continued to hold your shares at the end of the reporting period, December 31, 2005. ACTUAL EXPENSES The first line provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line in the table below provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Portfolios. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads) or redemption fees or the costs associated with the Policies or Eligible Plans through which the Portfolio is held. Therefore, the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different Portfolios. In addition, if these transaction costs were included, your costs would have been higher. The examples also assume all dividends and distributions have been reinvested. <Table> <Caption> BEGINNING EXPENSES PAID ACCOUNT ENDING DURING PERIOD ANNUALIZED VALUE, ACCOUNT VALUE, JULY 1, 2005 TO EXPENSE JULY 1, 2005 DECEMBER 31, 2005 DECEMBER 31, 2005 RATIO ------------ ----------------- -------------------- ---------- Actual......................................... $1,000.00 $ 995.60 $3.32 0.66% Hypothetical................................... $1,000.00 $1,021.88 $3.36 0.66% </Table> JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 26 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED) The Board of Trustees meetings held in person in July and August 2005, considered the continuation of the investment advisory agreement for the Portfolio whose annual report is contained herein ("Advisory Agreement"). At the July meeting, the Board's investment sub-committees (money market, equity and fixed income) met to review and consider performance and expense information for the Portfolio. Each investment sub-committee reported to the full Board, which then considered the investment sub-committee's preliminary findings. At and following the July meeting, the Trustees requested additional information from the Portfolio's management. At the August meeting, the Trustees continued their review and consideration, including the review of management's response to the Trustees' July request. The Trustees, including a majority of the Trustees, who are not "interested persons" (as defined in the '40 Act) of any party to the Advisory Agreement or any of their affiliates, approved the Advisory Agreement on August 10, 2005. The Trustees, as part of their review of the investment advisory arrangements for the Portfolio, receive from the Adviser and review on a regular basis over the course of the year, information regarding the performance of the Portfolio. This information includes the Portfolio's performance against the Portfolio's peers and benchmarks and analyses by the Adviser of the Portfolio's performance. In addition, with respect to all funds, except the money market funds, the Trustees have engaged an independent consultant to similarly review the performance of each of the funds, at each of the Trustees' regular meetings. The Adviser also periodically provides comparative information regarding the Portfolio's expense ratios and those of the peer groups. In addition, in preparation for the July and August meetings, the Trustees requested and evaluated extensive materials from the Adviser, including performance and expense information compiled by Lipper Inc. ("Lipper"), an independent provider of investment company data. Prior to voting, the Trustees reviewed the proposed approval of the Advisory Agreement with representatives of the Adviser and with counsels to the Trust and received a memorandum from independent counsel to the Trustees discussing the legal standards for their consideration of the proposed approval. The Trustees also discussed the proposed approval in private sessions with independent counsel at which no representatives of the Adviser were present. Set forth below is a summary of the material factors evaluated by the Trustees in determining to approve the Advisory Agreement. In their deliberations, each Trustee attributed different weights to the various factors, and no factor alone was considered determinative. The Trustees determined that the overall arrangement between the Portfolio and the Adviser, as provided in the Advisory Agreement was fair and reasonable and that the continuance of the investment advisory contract was in the best interests of the Portfolio and its shareholders. The matters discussed below were considered and discussed by the Trustees in reaching their conclusions: NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISER The Trustees received and considered information regarding the nature, extent and quality of the services provided to the Portfolio under the Advisory Agreement. The Trustees took into account information furnished throughout the year at Trustee Meetings, as well as the materials furnished specifically in connection with this annual review process. The Trustees considered the background and experience of the Adviser's senior management and expertise of, and the amount of attention given to the Portfolio by, investment personnel of the Adviser. In addition, the Trustees reviewed the qualifications, backgrounds and responsibilities of the portfolio management team primarily responsible for the day-to-day management of the Portfolio and the infrastructure supporting the team. The quality of the administrative services provided by JPMorgan Funds Management, Inc. ("JPMF"), an affiliate of the Adviser, was also considered. The Board of Trustees also considered its knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as Trustees of the Portfolio. In addition, they considered the overall reputation and capabilities of the Adviser and its affiliates, the commitment of the Adviser to provide high quality service to the Portfolio, the benefits to the Portfolio of the integration of the infrastructure supporting the heritage One Group and JPMorgan Funds, their overall confidence in the Adviser's integrity and the Adviser's responsiveness to concerns raised by them, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the Portfolio. Based on these considerations and other factors, the Trustees concluded that they were satisfied with the nature, extent and quality of the investment advisory services provided to the Portfolio by the Adviser. COSTS OF SERVICES PROVIDED AND PROFITABILITY TO THE ADVISER At the request of the Trustees, the Adviser provided information regarding the profitability to the Adviser and its affiliates in providing services to the Portfolio. The Trustees reviewed and discussed this data. The Trustees recognized that this data is not audited and represents the Adviser's determination of its and its affiliates revenues from the contractual services provided to the Portfolio, less expenses of providing such services. Expenses include direct and indirect costs and are calculated using an allocation methodology developed by the Adviser. The Trustees also recognized that it is difficult to make comparisons of profitability from fund investment advisory contracts because comparative information is not generally publicly available and is JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 27 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the fact that publicly-traded funds managers' operating profits and net income are net of distribution and marketing expenses. Based on their review, the Trustees concluded that the profitability to the Adviser of the Investment Advisory Agreement was not unreasonable in light of the services and benefits provided to the Portfolio. FALL-OUT BENEFITS The Trustees reviewed information regarding potential "fall-out" or ancillary benefits received by the Adviser and its affiliates as a result of their relationship with the Portfolio. The Board considered that the Adviser discontinued third-party soft dollar arrangements with respect to securities transactions it executes for the Portfolio. The Trustees also considered that JPMF, an affiliate of the Adviser, is expected to earn fees from the Portfolio for providing administrative services. These fees were shown separately in the profitability analysis presented to the Trustees. The Trustees also considered the fees paid to JPMorgan Chase Bank for custody and fund accounting and other related services. ECONOMIES OF SCALE The Trustees noted that the proposed investment advisory fee schedule for the Portfolio does not contain breakpoints. The Trustees considered whether it would be appropriate to add advisory fee breakpoints and the Trustees concluded that the current fee structure was reasonable in light of the fee waivers or expense limitations that the Adviser has in place that serve to limit the overall net expense ratio at competitive levels. The Trustees also recognized that the fee schedule for the administrative services provided by JPMF does include a fee breakpoint, which is tied to the overall level of the Trust's assets, advised by the Adviser, and that the Portfolio would benefit from that breakpoint. The Trustees concluded that shareholders benefited from the lower expense ratios which resulted from these factors. INDEPENDENT WRITTEN EVALUATION OF THE PORTFOLIO'S CHIEF COMPLIANCE OFFICER The Trustees noted that, upon their direction, the Chief Compliance Officer for the Investment Trust Government Bond Portfolio had prepared an independent written evaluation in order to assist the Trustees in determining the reasonableness of the proposed management fees of the Portfolio. The Trustees indicated that the written evaluation had been relied upon in this regard in determining whether to continue the Advisory Agreement. FEES RELATIVE TO ADVISER'S OTHER CLIENTS The Trustees received and considered information about the nature, extent and quality of services and fee rates offered to other clients of the Adviser for comparable services. The Trustees also considered the complexity of investment management for the Portfolio relative to the Adviser's other clients and the differences in the nature, extent and quality of the services provided to the different clients. The Trustees noted that the fee rates charged to the Portfolio in comparison to those charged to the Adviser's other clients were reasonable. INVESTMENT PERFORMANCE The Trustees received and considered relative performance and expense information for the Portfolio in a report prepared by Lipper. The Trustees considered the total return performance information, which included the Portfolio's ranking within a performance universe made up of funds with the same Lipper investment classification and objective (the "Universe Group") by total return for one-year, three-year, and five-year periods. The Trustees also considered the Portfolio's performance in comparison to the performance results of a group (the "Peer Group") of funds. The Trustees reviewed a description of Lipper's methodology for selecting mutual funds in the Portfolio's Peer Group and Universe Group. As part of this review, the Trustees also reviewed the Portfolio's performance against its benchmark and considered the performance information provided for the Portfolio at regular Board meetings. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's investment performance is summarized below: The Trustees noted that the performance of the one, three and five year periods of the Investment Trust Government Bond Portfolio was better than that of its Universe Group median. ADVISORY FEES AND EXPENSE RATIOS The Trustees considered the contractual advisory fee rate paid by the Portfolio to the Adviser by comparing that rate to the information prepared by Lipper concerning management fee rates paid by other funds in the same Lipper category as the Portfolio. The Trustees recognized that Lipper reported the Portfolio's management fee rate as the combined contractual advisory fee rate and the administration fee. The Trustees also considered the fee waiver and/or expense reimbursement arrangements JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 28 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS (UNAUDITED), CONTINUED currently in place for the Portfolio and considered the net advisory fee rate after taking waivers and reimbursements into account. The Trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The attention that was given to the Lipper reports and the actions taken as a result of the review of the Portfolio's advisory fees and expense ratios is summarized below: The Trustees noted that although the Investment Trust Government Bond Portfolio's contractual advisory fee was higher than the median of its Peer Group, the fee was considered reasonable recognizing that the total actual expenses were lower than the median of its Universe Group. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 29 JPMORGAN INVESTMENT TRUST GOVERNMENT BOND PORTFOLIO - -------------------------------------------------------------------------------- TAX LETTER (UNAUDITED) Certain tax information for the Portfolio is required to be provided to shareholders based upon the Portfolio's income and distributions for the taxable year ended December 31, 2005. The information and distributions reported in this letter may differ from the information and taxable distributions reported to the shareholders for the calendar year ending December 31, 2005. The information necessary to complete your income tax returns for the calendar year ending December 31, 2005 will be received under separate cover. For the year ended December 31, 2005, the percentage of income earned from direct U.S. Treasury Obligations for the Portfolio was 46.21%. JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 30 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 31 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 32 (This page intentionally left blank) JPMORGAN INVESTMENT TRUST ANNUAL REPORT December 31, 2005 JPMorgan Funds are distributed by JPMorgan Distribution Services, Inc. which is an affiliate of JPMorgan Chase & Co. Affiliates of JPMorgan Chase & Co. receive fees for providing various services to the funds. This report is submitted for the general information of the shareholders of the Portfolio. It is not authorized for distribution to prospective investors in the Portfolio unless preceded or accompanied by a prospectus. CONTACT JPMORGAN FUNDS SERVICE CENTER AT 1-800-480-4111 FOR A PORTFOLIO PROSPECTUS. YOU CAN ALSO VISIT US AT WWW.JPMORGANFUNDS.COM. INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES AND RISK AS WELL CHARGES AND EXPENSES OF THE MUTUAL FUND BEFORE INVESTING. THE PROSPECTUS CONTAINS THIS AND OTHER INFORMATION ABOUT THE MUTUAL FUND. READ THE PROSPECTUS CAREFULLY BEFORE INVESTING. No sooner than 30 days after the end of each month, the Portfolio will make available upon request a complete uncertified schedule of its portfolio holdings as of the last day of that month. Not later than 60 days after the end of each fiscal quarter, the Portfolio will make available a certified complete schedule of its portfolio holdings as of the last day that quarter. In addition to providing hard copies upon request, the Portfolio will post these quarterly schedules in the variable insurance portfolio section of www.jpmorganfunds.com and on the SEC's website at www.sec.gov. Shareholders may request portfolio holdings schedules at no charge by calling 1-800-480-4111. A description of the Portfolio's policies and procedures with respect to the disclosure of the Portfolio's holdings is available in the Statement of Additional Information. A copy of proxy policies and procedures are available without charge upon request by calling 1-800-480-4111 and on the SEC's website at www.sec.gov. The Trustees have delegated the authority to vote proxies for securities owned by the Portfolio to JPMIM. A copy of the Portfolio's voting record for the most recent 12-month period ended June 30 is available on the SEC's website at www.sec.gov or in the variable insurance portfolio section of www.jpmorganfunds.com no later than August 31 of each year. The Portfolio's proxy voting record will include, among other things, a brief description of the matter voted on for each portfolio security, and will state how each vote was cast, for example, for or against the proposal. [JPMORGAN LOGO] Asset Management AN-JPMITGB-1205 ITEM 2. CODE OF ETHICS. Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so. The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 12(a)(1), unless the registrant has elected to satisfy paragraph (f) of this Item by positing its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item. If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or third party, that relates to one or more items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver. THE REGISTRANT HAS ADOPTED A CODE OF ETHICS THAT APPLIES TO THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER, PRINCIPAL ACCOUNTING OFFICER OR CONTROLLER, OR PERSONS PERFORMING SIMILAR FUNCTIONS. THE CODE OF ETHICS IN EFFECT AS OF DECEMBER 31, 2005 IS INCLUDED AS EXHIBIT 12(A)(1). ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a) (1) Disclose that the registrant's board of directors has determined that the registrant either: (i) Has at least one audit committee financial expert serving on its audit committee; or (ii) Does not have an audit committee financial expert serving on its audit committee. THE REGISTRANT'S BOARD OF TRUSTEES HAS DETERMINED THAT THE REGISTRANT HAS AT LEAST ONE AUDIT COMMITTEE FINANCIAL EXPERT SERVING ON ITS AUDIT COMMITTEE. THE SECURITIES AND EXCHANGE COMMISSION HAS STATED THAT THE DESIGNATION OR IDENTIFICATION OF A PERSON AS AN AUDIT COMMITTEE FINANCIAL EXPERT PURSUANT TO THIS ITEM 3 OF FORM N-CSR DOES NOT IMPOSE ON SUCH PERSON ANY DUTIES, OBLIGATIONS OR LIABILITIES THAT ARE GREATER THAN THE DUTIES, OBLIGATIONS AND LIABILITIES IMPOSED ON SUCH PERSON AS A MEMBER OF THE AUDIT COMMITTEE AND THE BOARD OF TRUSTEES IN THE ABSENCE OF SUCH DESIGNATION OR IDENTIFICATION. (2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is "independent." In order to be considered "independent" for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or (ii) Be an "interested person" of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)). THE AUDIT COMMITTEE FINANCIAL EXPERT IS WILLIAM ARMSTRONG. HE IS A "NON-INTERESTED" TRUSTEE AND IS ALSO "INDEPENDENT" AS DEFINED BY THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF AUDIT COMMITTEE FINANCIAL EXPERT DETERMINATIONS. (3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does not have an audit committee financial expert. NOT APPLICABLE. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. AUDIT FEES 2004 - $85,800 2005 - $282,269 (b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. AUDIT-RELATED FEES (ON A CALENDAR YEAR BASIS) 2004 - N/A 2005 - $10,110,000 THE AUDIT-RELATED FEES CONSIST OF AGGREGATE FEES BILLED FOR ASSURANCE AND RELATED SERVICES BY THE INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM TO THE REGISTRANT'S INVESTMENT ADVISER (NOT INCLUDING ANY SUB-ADVISER WHOSE ROLE IS PRIMARILY PORTFOLIO MANAGEMENT AND IS SUBCONTRACTED WITH OR OVERSEEN BY ANOTHER INVESTMENT ADVISER), AND ANY ENTITY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH THE INVESTMENT ADVISER THAT PROVIDES ONGOING SERVICES TO THE REGISTRANT ("SERVICE AFFILIATES"), THAT WERE REASONABLY RELATED TO THE PERFORMANCE OF THE ANNUAL AUDIT OF THE REGISTRANT'S FINANCIAL STATEMENTS. (c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category. TAX FEES 2004 - $18,866 2005 - $54,150 THE TAX FEES CONSIST OF FEES BILLED IN CONNECTION WITH PREPARING THE FEDERAL REGULATED INVESTMENT COMPANY INCOME TAX RETURNS FOR THE REGISTRANT FOR THE TAX YEARS ENDED DECEMBER 31, 2004 AND 2005. FOR THE LAST FISCAL YEAR, NO TAX FEES WERE REQUIRED TO BE APPROVED PURSUANT TO PARAGRAPH (C)(7)(II) OF RULE 2-01 OF REGULATION S-X. (d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category. ALL OTHER FEES 2004 - NOT APPLICABLE 2005 - NOT APPLICABLE (e) (1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. PURSUANT TO THE REGISTRANT'S AUDIT COMMITTEE CHARTER AND WRITTEN POLICIES AND PROCEDURES FOR THE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES (THE "PRE-APPROVAL POLICY"), THE AUDIT COMMITTEE PRE-APPROVES ALL AUDIT AND NON-AUDIT SERVICES PERFORMED BY THE REGISTRANT'S INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM FOR THE REGISTRANT. IN ADDITION, THE AUDIT COMMITTEE WILL PRE-APPROVE THE AUDITOR'S ENGAGEMENT FOR NON-AUDIT SERVICES WITH THE REGISTRANT'S INVESTMENT ADVISER (NOT INCLUDING A SUB-ADVISER WHOSE ROLE IS PRIMARILY PORTFOLIO MANAGEMENT AND IS SUB-CONTRACTED OR OVERSEEN BY ANOTHER INVESTMENT ADVISER) AND ANY SERVICE AFFILIATE IN ACCORDANCE WITH PARAGRAPH (C)(7)(II) OF RULE 2-01 OF REGULATION S-X, IF THE ENGAGEMENT RELATES DIRECTLY TO THE OPERATIONS AND FINANCIAL REPORTING OF THE REGISTRANT. PROPOSED SERVICES MAY BE PRE-APPROVED EITHER 1) WITHOUT CONSIDERATION OF SPECIFIC CASE-BY-CASE SERVICES OR 2) REQUIRE THE SPECIFIC PRE-APPROVAL OF THE AUDIT COMMITTEE. THEREFORE, INITIALLY THE PRE-APPROVAL POLICY LISTED A NUMBER OF AUDIT AND NON-AUDIT SERVICES THAT HAVE BEEN APPROVED BY THE AUDIT COMMITTEE, OR WHICH WERE NOT SUBJECT TO PRE-APPROVAL UNDER THE TRANSITION PROVISIONS OF SARBANES-OXLEY ACT OF 2002 (THE "PRE-APPROVAL LIST"). THE AUDIT COMMITTEE WILL ANNUALLY REVIEW AND PRE-APPROVE THE SERVICES INCLUDED ON THE PRE-APPROVAL LIST THAT MAY BE PROVIDED BY THE INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM WITHOUT OBTAINING ADDITIONAL SPECIFIC PRE-APPROVAL OF INDIVIDUAL SERVICES FROM THE AUDIT COMMITTEE. THE AUDIT COMMITTEE WILL ADD TO, OR SUBTRACT FROM, THE LIST OF GENERAL PRE-APPROVED SERVICES FROM TIME TO TIME, BASED ON SUBSEQUENT DETERMINATIONS. ALL OTHER AUDIT AND NON-AUDIT SERVICES NOT ON THE PRE-APPROVAL LIST MUST BE SPECIFICALLY PRE-APPROVED BY THE AUDIT COMMITTEE. ONE OR MORE MEMBERS OF THE AUDIT COMMITTEE MAY BE APPOINTED AS THE COMMITTEE'S DELEGATE FOR THE PURPOSES OF CONSIDERING WHETHER TO APPROVE SUCH SERVICES. ANY PRE-APPROVALS GRANTED BY THE DELEGATE WILL BE REPORTED, FOR INFORMATIONAL PURPOSES ONLY, TO THE AUDIT COMMITTEE AT ITS NEXT SCHEDULED MEETING. THE AUDIT COMMITTEE'S RESPONSIBILITIES TO PRE-APPROVE SERVICES PERFORMED BY THE INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM ARE NOT DELEGATED TO MANAGEMENT. (2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. 2004 - NONE 2005 - 84% (f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. NONE. (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. THE AGGREGATE NON-AUDIT FEES BILLED BY THE INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM FOR SERVICES RENDERED TO THE REGISTRANT, AND RENDERED TO SERVICE AFFILIATES, FOR THE LAST TWO CALENDAR YEAR ENDS WERE $25.5 MILLION IN 2004 AND $19.1 MILLION IN 2005. (h) Disclose whether the registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. THE REGISTRANT'S AUDIT COMMITTEE HAS CONSIDERED WHETHER THE PROVISION OF THE NON-AUDIT SERVICES THAT WERE RENDERED TO SERVICE AFFILIATES THAT WERE NOT PRE-APPROVED (NOT REQUIRING PRE-APPROVAL) IS COMPATIBLE WITH MAINTAINING THE INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM'S INDEPENDENCE. ALL SERVICES PROVIDED BY THE INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM TO THE REGISTRANT OR TO SERVICE AFFILIATES THAT WERE REQUIRED TO BE PRE-APPROVED WERE PRE-APPROVED AS REQUIRED. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. (a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant's audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state. (b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17CFR 240.10A-3(d)) regarding an exemption from the listing standards for all audit committees. NOT APPLICABLE. ITEM 6. SCHEDULE OF INVESTMENTS File Schedule I - Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in Section 210.12-12 of Regulation S-X, unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form. INCLUDED IN ITEM 1. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company's investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company's investment adviser, or any other third party, that the company uses, or that are used on the company's behalf, to determine how to vote proxies relating to portfolio securities. NOT APPLICABLE. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. NOT APPLICABLE. ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. (a) If the registrant is a closed-end management investment company, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any "affiliated purchaser," as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant's equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781). NOT APPLICABLE. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item. NOT APPLICABLE. ITEM 11. CONTROLS AND PROCEDURES. (a) Disclose the conclusions of the registrant's principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)). THE REGISTRANT'S PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS HAVE CONCLUDED, BASED ON THEIR EVALUATION OF THE REGISTRANT'S DISCLOSURE CONTROLS AND PROCEDURES AS OF A DATE WITHIN 90 DAYS OF THE FILING DATE OF THIS REPORT, THAT THE REGISTRANT'S DISCLOSURE CONTROLS AND PROCEDURES ARE REASONABLY DESIGNED TO ENSURE THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE REGISTRANT ON FORM N-CSR IS RECORDED, PROCESSED, SUMMARIZED AND REPORTED WITHIN THE REQUIRED TIME PERIODS AND THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE REGISTRANT IN THE REPORTS THAT IT FILES OR SUBMITS ON FORM N-CSR IS ACCUMULATED AND COMMUNICATED TO THE REGISTRANT'S MANAGEMENT, INCLUDING ITS PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS, AS APPROPRIATE TO ALLOW TIMELY DECISIONS REGARDING REQUIRED DISCLOSURE. (b) Disclose any change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. THERE WERE NO CHANGES IN THE REGISTRANT'S INTERNAL CONTROL OVER FINANCIAL REPORTING THAT OCCURRED DURING THE REGISTRANT'S FOURTH FISCAL QUARTER OF THE PERIOD COVERED BY THIS REPORT THAT HAVE MATERIALLY AFFECTED, OR ARE REASONABLY LIKELY TO MATERIALLY AFFECT, THE REGISTRANT'S INTERNAL CONTROL OVER FINANCIAL REPORTING. ITEM 12. EXHIBITS. (a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. THE CODE OF ETHICS THAT IS THE SUBJECT OF THE DISCLOSURE REQUIRED BY ITEM 2 IS ATTACHED HERETO. (a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2). CERTIFICATIONS PURSUANT TO RULE 30A-2(A) UNDER THE INVESTMENT COMPANY ACT OF 1940 ARE ATTACHED HERETO. (a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. NOT APPLICABLE. (b) A separate or combined certification for each principal executive officer and principal officer of the registrant as required by Rule 30a-2(b) under the Act of 1940. CERTIFICATIONS PURSUANT TO RULE 30A-2(B) UNDER THE INVESTMENT COMPANY ACT OF 1940 ARE ATTACHED HERETO. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JPMorgan Investment Trust By: /s/ George C.W. Gatch ----------------------------- George C.W. Gatch President and Principal Executive Officer March 8, 2006 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ George C.W. Gatch ----------------------------- George C.W. Gatch President and Principal Executive Officer March 8, 2006 By: /s/ Stephanie J. Dorsey ----------------------------- Stephanie J. Dorsey Treasurer and Principal Financial Officer March 8, 2006