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PROSPECTUS FEBRUARY 28, 2001
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J.P. Morgan
International Equity Funds

CLASS A, CLASS B AND CLASS C SHARES

FLEMING
INTERNATIONAL
GROWTH FUND

FLEMING
INTERNATIONAL
EQUITY FUND

FLEMING
EUROPEAN FUND

FLEMING
JAPAN FUND

FLEMING
PACIFIC REGION FUND

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

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[LOGO] CHASE
THE RIGHT RELATIONSHIP
IS EVERYTHING.
-Registered Trademark-
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PSIE-1-201 X

FLEMING INTERNATIONAL GROWTH FUND 1

FLEMING INTERNATIONAL EQUITY FUND 9

FLEMING EUROPEAN FUND 19

FLEMING JAPAN FUND 27

FLEMING PACIFIC REGION FUND 36

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THE FUNDS' INVESTMENT ADVISER 43
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HOW YOUR ACCOUNT WORKS 45
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ABOUT SALES CHARGES 45

BUYING FUND SHARES 47

SELLING FUND SHARES 49

EXCHANGING FUND SHARES 50

OTHER INFORMATION CONCERNING THE FUNDS 51

DISTRIBUTIONS AND TAXES 52

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SHAREHOLDER SERVICES 54
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WHAT THE TERMS MEAN 55
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FINANCIAL HIGHLIGHTS OF THE FUNDS 56
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HOW TO REACH US Back cover
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J.P. MORGAN FLEMING INTERNATIONAL GROWTH FUNDTHE FUND'S OBJECTIVE
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The Fund's objective

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

The Fund's main investment strategy

The Fund will invest principally in equity securities of companies located in
the major developed regions of the world outside the United States. Under normal
market conditions, the Fund will invest at least 65% of its total assets in
equity securities of such issuers, which may include foreign subsidiaries of
U.S. companies. These investments may take the form of depositary receipts. The
Fund may, from time to time, also invest in securities of U.S. issuers. Equity
securities include common stocks, preferred stocks, securities that are
convertible into common stocks and warrants to buy common stocks.

The Fund's advisers will emphasize companies with medium and large stock market
capitalizations, yielding a median capitalization that results in placement
within the large cap universe, based on the Morningstar criteria of taking the
capitalization range of the top 5% of the 5,000 largest companies in the
Morningstar database.

The Fund's advisers will perform quantitative analysis and fundamental research
in an attempt to identify companies with the best growth potential. They may
look at growth-oriented factors, such as projected earnings growth, improved
earnings characteristics or price momentum.

Typically, companies meeting the advisers' criteria will feature leading or
rapidly developing businesses, strong financial positions and high-quality
management

J.P. MORGAN FLEMING INTERNATIONAL GROWTH FUND

capable of taking advantage of local, regional or global market changes.

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

The Fund's advisers will seek to select at least three issuers in several
countries other than the United States. In selecting countries, the advisers
initially will emphasize countries in continental Europe, the United Kingdom and
Japan. Under current market conditions, the Fund's advisers anticipate that
approximately one-half of the Fund's assets will be invested in securities of
issuers located in continental Europe and approximately one-quarter will be
invested in each of Japan and the United Kingdom. This asset allocation may
change at any time.

The Fund will sell securities if its advisers believe the issuer of the
securities no longer meets certain growth criteria or if they believe that more
attractive opportunities are available. As political and economic events occur,
the Fund's advisers will sell securities of issuers doing business in countries
that the advisers believe do not meet the Fund's growth-oriented criteria.

While the Fund is not limited in the amount it invests in any one country, it
will try to choose a wide range of industries and companies of varying sizes.

While the Fund invests primarily in equities, it may also invest up to 35% of
its total assets in investment-grade debt securities. Investment grade means a
rating of Baa or higher by Moody's Investors Service, Inc., BBB or higher by
Standard & Poor's Corporation, the equivalent by another national rating
organization or unrated securities of comparable quality.

Under normal market conditions the Fund will be permitted to invest up to 35% of
its total assets in high-quality money-market instruments and repurchase
agreements, as well as investment-grade debt securities and securities of U.S.
issuers. To temporarily defend its assets, the Fund may invest any amount of its
assets in high-quality money market instruments and repurchase agreements and in
debt securities issued by supranational organizations and companies and
governments of countries in which the Fund can invest and short-term debt
instruments issued or guaranteed by the government of any member of the
Organization for Economic Cooperation and Development. These debt securities may
be in various currencies. During unusual market conditions, the Fund may invest
up to 20% of its total assets in U.S. government debt securities. No more than
25% of the Fund's total assets will be invested in debt securities denominated
in a currency other than the U.S. dollar. No more than 25% of the Fund's total
assets will be invested in debt securities issued by a single foreign government
or international organization, such as the World Bank.

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

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

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

J.P. MORGAN FLEMING INTERNATIONAL GROWTH FUND

The Fund's main investment risks

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

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

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

Because the Fund invests primarily in securities of issuers outside the U.S., an
investment in the Fund is riskier than an investment in a U.S. equity fund.

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

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

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

The Fund's performance will be affected by political, social and economic
conditions in the countries in which it invests and other countries on which
certain issuers' revenues or resources are dependent. In addition, while the
Fund invests primarily in securities of issuers in the United Kingdom, Japan and
the countries in continental Europe, the economies of those countries may be
affected by consumer demands in other countries and the state of economies in
other countries. If the Fund holds securities in currencies that are devalued
(or in companies whose revenues are substantially in currencies that are
devalued, such as Japanese companies), that will hurt the value of the Fund.

1980s, it has fallen more than half since then. This decline in the Tokyo stock
market has made the country's banks and financial institutions vulnerable
because of their large share portfolios. Japanese banks have been left with
large numbers of non-performing loans. In addition, the Japanese economy labors
under a heavy government budget deficit and historically low interest rates. As
a result of these factors, several high-profile bankruptcies of Japanese banks,
brokerage firms and insurance companies have occurred.

Although the Japanese yen has generally gone up against the U.S. dollar, in
recent years it has fluctuated, and has even declined. The Japanese yen might
also be hurt by the currency difficulties of other countries in Southeast Asia.
Devaluation of the yen, and any other currencies in which the Fund's securities
are denominated, will hurt the Fund's value.

Japan's relationship with its main trading partners, particularly the United
States, is in a difficult phase. This is because Japan sells far more highly
visible products, such as automobiles, than it buys. The trade imbalance is the
largest with the United States. Japan's economy is also affected by economic
trouble in Southeast Asian countries since the demand for Japanese exports
fluctuates and since many Japanese banks and companies have invested in that
region.

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

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

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

Investing a substantial portion of its assets in money market instruments,
repurchase agreements and U.S. government debt, including when the Fund is
investing for temporary defensive purposes, could reduce the Fund's potential
returns.

Derivatives may be riskier than other types of investments because they may be
more sensitive to changes in economic conditions than other types of
investments. If they are used for non-hedging purposes, they could cause losses
that exceed the Fund's original investment. The Fund is not diversified. It will
invest a greater percentage of its assets in a particular issuer or group of
issuers than a diversified fund would. That makes the value of its shares more
sensitive to

J.P. MORGAN FLEMING INTERNATIONAL GROWTH FUND

economic problems among those issuing the securities.

The Fund may have to sell stocks at a loss in order to fund shareholder
redemptions. Redemptions are more likely to occur when prices of foreign issuers
are declining and prices of these securities may fall more rapidly than those of
other securities.

The Fund may invest in privately placed securities. Such securities generally
are less liquid than publicly traded securities and, the Fund may not always be
able to sell such securities without experiencing delays in finding buyers or
reducing the sale price for such securities.

Investments in the Fund are not bank deposits or obligations of, or
guaranteed or endorsed by, any bank and are not insured or guaranteed by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other
government agency.

The Fund's past performance

The Fund is recently organized and therefore has no performance history. Once
the Fund has performance for at least one calendar year, a bar chart and
performance table will be included in the prospectus. Although past performance
of a fund is no guarentee of how it will perform in the future, historical
performance may give you some indication of the risks of investing in the Fund.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) WHEN YOU BUY CHARGE (LOAD) SHOWN AS
SHARES, SHOWN AS % OF THE LOWER OF ORIGINAL PURCHASE
OFFERING PRICE(1) PRICE OR REDEMPTION PROCEEDS
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CLASS A SHARES 5.75% NONE
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CLASS B SHARES NONE 5.00%
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CLASS C SHARES NONE 1.00%
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ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)*

TOTAL ANNUAL
MANAGEMENT DISTRIBUTION OTHER FUND OPERATING
CLASS OF SHARES FEE (12B-1) FEES EXPENSES EXPENSES
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CLASS A 1.00% 0.25% 2.15% 3.40%
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CLASS B 1.00% 0.75% 2.40% 4.15%
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CLASS C 1.00% 0.75% 2.40% 4.15%
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(1) The offering price is the net asset value of the shares purchased plus any
sales charge.

* The table is based on estimated expenses for the current fiscal year.

The actual Management Fee is currently expected to be 0.00%, Distribution
Fees are expected to be 0.00% for Class A shares and 0.50% for Class B and
Class C shares, Other Expenses are currently expected to be 2.00% and Total
Annual Fund Operating Expenses are not expected to exceed 2.00% for Class A
shares and 2.50% for Class B and Class C shares. That's because J.P. Morgan
Fleming Asset Management (USA), Inc. (JPMFAM (USA)) and some of the Fund's
other service providers have volunteered not to collect a portion of their
fees and to reimburse others. JPMFAM (USA) and these other service providers
may end this arrangement at any time.

The table does not reflect charges or credits which you might incur if you
invest through a financial institution.

J.P. MORGAN FLEMING INTERNATIONAL GROWTH FUND

EXAMPLE This example helps you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The example assumes:

o you invest $10,000

o you sell all your shares at the end of the period

o your investment has a 5% return each year

o you reinvest all your dividends, and

o the Fund's operating expenses are not waived and remain the same as shown
above.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
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CLASS A SHARES* $898 $1,560 $2,243 $4,048
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CLASS B SHARES** $917 $1,561 $2,320 $4,174***
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CLASS C SHARES** $517 $1,261 $2,120 $4,331
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IF YOU DON'T SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
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CLASS B SHARES $417 $1,261 $2,120 $4,174***
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CLASS C SHARES $417 $1,261 $2,120 $4,331
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* Assumes sales charge is deducted when shares are purchased.

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

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

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J.P. MORGAN FLEMING INTERNATIONAL EQUITY FUND
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The Fund's objective

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

The Fund's main investment strategy

The Fund seeks to achieve its objective by investing all of its investable
assets in International Equity Portfolio, an open-end investment company which
has identical investment objectives and policies as the Fund. As a result, the
strategies and risks outlined below apply to International Equity Portfolio as
well as to the Fund.

Under normal conditions, the Fund will invest at least 65% of its total assets
in a broad portfolio of equity securities of established foreign companies of
various sizes, including foreign subsidiaries of U.S. companies. These
investments may take the form of depositary receipts. Equity securities include
common stocks, preferred stocks, securities that are convertible into common
stocks and warrants to purchase common stocks.

The Fund's advisers seek to identify those countries and industries where
political and economic factors, including currency changes, are likely to
produce above-average growth rates. Then the advisers try to identify companies
within those countries and industries that are poised to take advantage of those
political and economic conditions.

The Fund's advisers will seek to diversify the Fund's portfolio by investing in
at least three issuers in several countries other than the United States.
However, the Fund may invest a substantial part of its assets in just one
country.

J.P. MORGAN FLEMING INTERNATIONAL EQUITY FUND

The Fund intends to invest in companies (or governments) in the following
countries or regions: the Far East (including Japan, Hong Kong, Singapore and
Malaysia), Western Europe (including the United Kingdom, Germany, Netherlands,
France, Switzerland, Italy, Spain and Scandinavia), Australia, Canada and other
countries or areas that the advisers may select from time to time. A substantial
part of the Fund's assets may be invested in companies based in Japan, the
United Kingdom, and other countries that are heavily represented in an index
called the Morgan Stanley Capital International, Europe, Australia and Far East
Index. However, the Fund may also invest in companies or governments in
developing countries.

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

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

FREQUENCY OF TRADING

The Fund may trade securities actively, which could increase transaction costs
(and lower performance) and increase your taxable dividends.

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

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

The Fund may change any of these investment policies (but not its investment
objective) without shareholder approval.

J.P. MORGAN FLEMING INTERNATIONAL EQUITY FUND

The Fund's main investment risks

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

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

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

Because the Fund invests primarily in securities of issuers outside the United
States, an investment in the Fund is riskier than an investment in a U.S. equity
fund.

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

the same voting privileges as sponsored depositary receipts.

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

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

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

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

J.P. MORGAN FLEMING INTERNATIONAL EQUITY FUND

rated securities. The issuer may have trouble making principal and interest
payments when difficult economic conditions exist.

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

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

The Fund is not diversified. It may invest a greater percentage of its assets in
a particular issuer or group of issuers than a diversified fund would. That
makes the value of its shares more sensitive to economic problems among those
issuing the securities.

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund's Class A shares has varied from year to year. This
provides some indication of the risk of investing in the Fund. The table shows
the average annual return in the past year, five years and since inception. It
compares that performance to the Morgan Stanley Capital International Europe,
Australia and Far East Index, a widely recognized market benchmark, and the
Lipper International Funds Index.

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

YEAR-BY-YEAR RETURNS

Past performance does not predict how this Fund will perform in the future.

The performance figures in the bar chart do not reflect any deduction for the
front-end sales load which is assessed on Class A shares. If the load were
reflected, the performance figures would have been lower.

[The following table was depicted as a bar chart in the printed material.]

1993 21.44%
1994 -4.33%
1995 5.89%
1996 6.03%
1997 -1.01%
1998 12.42%
1999 36.90%
2000 -18.68%

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BEST QUARTER 28.82%
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4th quarter, 1999

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WORST QUARTER -18.99%
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3rd quarter, 1998

J.P. MORGAN FLEMING INTERNATIONAL EQUITY FUND

AVERAGE ANNUAL TOTAL RETURNS
For the periods ending December 31, 2000

SINCE INCEPTION
PAST 1 YEAR PAST 5 YEARS (12/31/92)
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CLASS A -23.34% 4.37% 5.40%
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CLASS B -22.71% 4.77% 5.70%
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MSCI EAFE INDEX -13.96% 7.43% 10.92%
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LIPPER INTERNATIONAL FUNDS INDEX -14.72% 10.20% 11.96%
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The performance for the Class A shares reflects the deduction of the maximum
front end sales load and the performance for Class B shares reflects the
deduction of the applicable contingent deferred sales load.

Class B shares were first offered on November 4, 1993. The performance for the
period before Class B shares were launched is based on the performance of Class
A shares of the Fund. The actual returns of Class B shares would have been lower
than shown because Class B shares have higher expenses than Class A shares.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

MAXIMUM DEFERRED SALES
MAXIMUM SALES CHARGE (LOAD) CHARGE (LOAD) SHOWN AS
WHEN YOU BUY SHARES, SHOWN LOWER OF ORIGINAL PURCHASE
AS % OF THE OFFERING PRICE(1) PRICE OR REDEMPTION PROCEEDS
- --------------------------------------------------------------------------------
CLASS A SHARES 5.75% NONE
- --------------------------------------------------------------------------------
CLASS B SHARES NONE 5.00%
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)*

TOTAL ANNUAL
MANAGEMENT DISTRIBUTION OTHER FUND OPERATING
CLASS OF SHARES FEE (12b-1) FEES EXPENSES EXPENSES
- --------------------------------------------------------------------------------
CLASS A 1.00% 0.25% 1.25%# 2.50%#
- --------------------------------------------------------------------------------
CLASS B 1.00% 0.75% 1.25%# 3.00%#
- --------------------------------------------------------------------------------

(1) The offering price is the net asset value of the shares purchased plus any
sales charge.
* The table is based on expenses incurred in the most recent fiscal year.
# Restated from the most recent fiscal year to reflect current expense
arrangements.

The actual Management Fee is currently expected to be 0.50% and the Total
Annual Fund Operating Expenses are expected not to exceed 2.00% for Class A
shares and 2.50% for Class B shares. That's because J.P. Morgan Fleming Asset
Management (USA), Inc. (JPMFAM (USA)) and some of the Fund's other service
providers have volunteered not to collect a portion of their fees and to
reimburse others. JPMFAM (USA) and these other service providers may end this
arrangement at any time.

The table does not reflect charges or credits which you might incur if you
invest through a financial institution.

J.P. MORGAN FLEMING INTERNATIONAL EQUITY FUND

EXAMPLE This example helps you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The example assumes:

o you invest $10,000

o you sell all your shares at the end of the period

o your investment has a 5% return each year

o you reinvest all your dividends, and

o the Fund's operating expenses are not waived and remain the same as shown
above.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
CLASS A SHARES* $814 $1,309 $1,829 $3,248
- --------------------------------------------------------------------------------
CLASS B SHARES** $803 $1,227 $1,777 $3,201***
- --------------------------------------------------------------------------------

IF YOU DON'T SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
CLASS B SHARES $303 $927 $1,577 $3,201***
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* Assumes sales charge is deducted when shares are purchased.
** Assumes applicable deferred sales charge is deducted when shares are sold.
*** Reflects conversion of Class B shares to Class A shares after they have
been owned for eight years.

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J.P. MORGAN FLEMING EUROPEAN FUND
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The Fund's objective

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

The Fund's main investment strategy

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

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

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

J.P. MORGAN FLEMING EUROPEAN FUND

These countries may include Poland, the Czech Republic, Hungary and other
similar countries which the advisers think are appropriate.

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

While the Fund invests primarily in equities, it may also invest in
investment-grade debt securities. Investment grade means a rating of Baa or
higher by Moody's Investor Service, Inc., BBB or higher by Standard & Poor's
Corporation or the equivalent by another national rating organization or unrated
securities of comparable quality. No more than 25% of the Fund's total assets
will be invested in debt securities denominated in a currency other than the
U.S. dollar. No more than

FREQUENCY OF TRADING

The Fund may trade securities actively, which could increase transaction costs
(and lower performance) and increase your taxable dividends.

25% of the Fund's total assets will be invested in debt securities issued by a
single foreign government or international organization, such as the World Bank.

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

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

The Fund may change any of these investment policies (but not its investment
objective) without shareholder approval.

J.P. MORGAN FLEMING EUROPEAN FUND

The Fund's main investment risks

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

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

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

Because the Fund invests primarily in securities of issuers outside the United
States, an investment in the Fund is riskier than an investment in a U.S. equity
fund.

The Fund's investments in developing countries could lead to more volatility in
the value of the

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

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

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

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

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

J.P. MORGAN FLEMING EUROPEAN FUND

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund's Class A shares has varied from year to year. This
provides some indication of the risk of investing in the Fund. The table shows
the average annual return in the past year, five years and since inception. It
compares that performance to Morgan Stanley Capital International Europe Index,
a widely recognized market benchmark, and the Lipper European Funds Index.

YEAR-BY-YEAR RETURNS

Past performance does not predict how this Fund will perform in the future.

[The following table was depicted as a bar chart in the printed material.]

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

- --------------------------------------------------------------------------------
BEST QUARTER 33.36%
- --------------------------------------------------------------------------------

4th quarter, 1999

- --------------------------------------------------------------------------------
WORST QUARTER -16.97%
- --------------------------------------------------------------------------------

3rd quarter, 1998

AVERAGE ANNUAL TOTAL RETURNS
For the periods ending December 31, 2000

SINCE INCEPTION
PAST 1 YEAR PAST 5 YEARS (11/2/95)
- --------------------------------------------------------------------------------
CLASS A -19.64% 16.86% 16.69%
- --------------------------------------------------------------------------------
CLASS B -19.12% 17.22% 17.12%
- --------------------------------------------------------------------------------
CLASS C -16.19% 17.41% 17.19%
- --------------------------------------------------------------------------------
MSCI EUROPE INDEX -8.14% 15.75% 15.05%
- --------------------------------------------------------------------------------
LIPPER EUROPEAN FUNDS INDEX -2.58% 17.87% 17.46%
- --------------------------------------------------------------------------------

The performance for the Class A shares reflects the deduction of the maximum
front end sales load and the performance for Class B and Class C shares reflects
the deduction of the applicable contingent deferred sales load.

Class B shares were first offered on November 3, 1995. Class C shares were first
offered on November 1, 1998. The performance for the period before Class C
shares were launched is based on the performance of Class B shares of the Fund.

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

MAXIMUM SALES CHARGE (LOAD)
MAXIMUM DEFERRED SALES CHARGE (LOAD) SHOWN AS
WHEN YOU BUY SHARES, SHOWN LOWER OF ORIGINAL PURCHASE
AS % OF THE OFFERING PRICE(1) PRICE OR REDEMPTION PROCEEDS
- --------------------------------------------------------------------------------
CLASS A SHARES 5.75% NONE
- --------------------------------------------------------------------------------
CLASS B SHARES NONE 5.00%
- --------------------------------------------------------------------------------
CLASS C SHARES NONE 1.00%
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)*

TOTAL ANNUAL
MANAGEMENT DISTRIBUTION OTHER FUND OPERATING
CLASS OF SHARES FEE (12B-1) FEES EXPENSES EXPENSES
- --------------------------------------------------------------------------------
Class A 1.00% 0.25% 0.60%# 1.85%#
- --------------------------------------------------------------------------------
Class B 1.00% 0.75% 0.85%# 2.60%#
- --------------------------------------------------------------------------------
Class C 1.00% 0.75% 0.85%# 2.60%#
- --------------------------------------------------------------------------------

The actual Management Fee is currently expected to be 0.90% and Total Annual
Fund Operating Expenses are not expected to exceed 1.75% for Class A shares
and 2.50% for Class B and Class C shares. That's because J.P. Morgan Fleming
Asset Management (USA), Inc. (JPMFAM (USA)) and some of the Fund's other
service providers have volunteered not to collect a portion of their fees and
to reimburse others. JPMFAM (USA) and these other service providers may end
this arrangement at any time.

The table does not reflect charges or credits which you might incur if you
invest through a financial institution.

J.P. MORGAN FLEMING EUROPEAN FUND

EXAMPLE This example helps you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The example assumes:

o you invest $10,000

o you sell all your shares at the end of the period

o your investment has a 5% return each year

o you reinvest all your dividends, and

o the Fund's operating expenses are not waived and remain the same as shown
above.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
CLASS A SHARES* $752 $1,123 $1,518 $2,619
- --------------------------------------------------------------------------------
CLASS B SHARES** $763 $1,108 $1,580 $2,752***
- --------------------------------------------------------------------------------
CLASS C SHARES** $363 $ 808 $1,380 $2,934
- --------------------------------------------------------------------------------

IF YOU DON'T SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
CLASS B SHARES $263 $808 $1,380 $2,752***
- --------------------------------------------------------------------------------
CLASS C SHARES $263 $808 $1,380 $2,934
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
J.P. MORGAN FLEMING JAPAN FUND
- --------------------------------------------------------------------------------

The Fund's objective

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

The Fund's main investment strategy

The Fund will invest principally in equity securities of foreign companies
located throughout the Pacific and Far East. These investments may take the form
of depositary receipts. Under normal conditions, the Fund will invest at least
65% of its total assets in equity securities of issuers in Japan. The Fund may,
from time to time, also invest in securities traded in other markets of the
Pacific and the Far East. Under current market conditions, the Fund's advisers
anticipate that most of the Fund's assets will be invested in securities traded
on Japanese markets.

Equity securities include common stocks, preferred stocks, securities that are
convertible into common stocks and warrants to buy common stocks.

The Fund's advisers seek to identify those industries where economic factors are
likely to produce above-average growth rates. Then the advisers will try to
identify companies within those industries that are poised to take advantage of
those economic conditions.

J.P. MORGAN FLEMING JAPAN FUND

country by evaluating the yield and potential growth of an investment, as well
as the relationship between the currency and the U.S. dollar. They may increase
or decrease the emphasis on a type of security, industry, country or currency,
based on their analysis of a variety of economic factors, including fundamental
economic strength, earnings growth, quality of management, industry growth,
credit quality and interest rate trends. The Fund may purchase securities from
an issuer located in one country but the security is denominated in the currency
of another. While the Fund is not limited in the amount it invests in any one
country, it will try to choose a wide range of industries and companies of
varying sizes.

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

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

FREQUENCY OF TRADING

The Fund may trade securities actively, which could increase transaction costs
(and lower performance) and increase your taxable dividends.

The Fund may change any of these investment policies (but not its investment
objective) without shareholder approval.

J.P. MORGAN FLEMING JAPAN FUND

The Fund's main investment risks

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

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

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

Because the Fund invests primarily in securities of issuers outside the United
States, an investment in the Fund is riskier than an investment in a U.S. equity
fund. Investing in this Fund has added risk because of political and economic
factors in Japan.

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

The Fund's performance will be affected by political, social and economic
conditions in Japan. In addition, while the Fund invests primarily in Japanese
securities, the Japanese economy may be affected by Southeast Asian consumer
demands and the state of Southeast Asian economies.

The Japanese economy and financial markets have experienced considerable
difficulty since 1990. The Japanese stock market, as measured by the Tokyo Stock
Price Index, has been volatile. After increasing by over 500% in the 1980s, it
has fallen more than half since then. This decline in the Tokyo stock market has
made the country's banks and financial institutions vulnerable because of their
large share portfolios. Japanese banks have been left with large numbers of
non-performing loans. In addition, the Japanese economy labors under a heavy
government budget deficit and historically low interest rates. As a result of
these factors, several high-profile bankruptcies of Japanese banks, brokerage
firms and insurance companies have occurred.

Japan's relationship with its main trading partners, particularly the United
States, is in a difficult phase. This is because Japan sells far more highly
visible products such as automobiles, than it buys. The trade imbalance is the
largest with the United States. Japan's economy is also affected by economic
trouble in Southeast Asian countries since the demand for Japanese exports
fluctuates and since many Japanese banks and companies have invested in that
region.

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

J.P. MORGAN FLEMING JAPAN FUND

smaller volumes, which may lead to more volatility in the prices of their
securities. They may have limited product lines, markets or financial resources,
and they may depend on a small management group.

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

The Fund's past performance

This section shows the Fund's performance record. The bar chart shows how the
performance of the Fund's Class A shares has varied from year to year. This
provides some indication of the risk of investing in the Fund. The table shows
the average annual return in the past year, five years and since inception. It
compares that performance to the Tokyo Stock Exchange (TOPIX) 1st Section Index
and the MSCI Japan Index, two widely recognized market benchmarks, and the
Lipper Japan Equity Funds Average.

YEAR-BY-YEAR RETURNS

Past performance does not predict how this Fund will perform in the future.

[The following table was depicted as a bar chart in the printed material.]

1996 -11.10%
1997 1.63%
1998 -19.67%
1999 60.29%
2000 -33.91%

- --------------------------------------------------------------------------------
BEST QUARTER 18.84%
- --------------------------------------------------------------------------------

2nd quarter, 1997

- --------------------------------------------------------------------------------
WORST QUARTER -17.12%
- --------------------------------------------------------------------------------

4th quarter, 2000

AVERAGE ANNUAL TOTAL RETURNS
For the periods ending December 31, 2000

SINCE INCEPTION
PAST 1 YEAR PAST 5 YEARS (11/2/95)
- --------------------------------------------------------------------------------
CLASS A -37.68% -6.25% -5.56%
- --------------------------------------------------------------------------------
CLASS B -37.43% -6.08% -5.24%
- --------------------------------------------------------------------------------
MSCI JAPAN INDEX -28.07% -4.55% -2.38%
- --------------------------------------------------------------------------------
TOKYO STOCK EXCHANGE (TOPIX)
1ST SECTION INDEX -25.52% -4.04% -6.43%
- --------------------------------------------------------------------------------
LIPPER JAPAN EQUITY FUNDS
AVERAGE -35.11% -1.31% 2.26%
- --------------------------------------------------------------------------------

Class B shares were first offered on November 3, 1995.

J.P. MORGAN FLEMING JAPAN FUND

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)*

TOTAL ANNUAL
MANAGEMENT DISTRIBUTION OTHER FUND OPERATING
CLASS OF SHARES FEE (12B-1) FEES EXPENSES EXPENSES
- --------------------------------------------------------------------------------
CLASS A 1.00% 0.25% 2.90%# 4.15%#
- --------------------------------------------------------------------------------
CLASS B 1.00% 0.75% 3.15%# 4.90%#
- --------------------------------------------------------------------------------

The actual Management Fee is currently expected to be 0.00%, Distribution
Fees are expected to be 0.00% for Class A shares, Other Expenses are expected
to be 1.75% and the Total Annual Fund Operating Expenses are expected not to
exceed 1.75% for Class A shares and 2.50% for Class B shares. That's because
J.P. Morgan Fleming Asset Management (USA), Inc. (JPMFAM (USA)) and some of
the Fund's other service providers have volunteered not to collect a portion
of their fees and to reimburse others. JPMFAM (USA) and these other service
providers may end this arrangement at any time.

The table does not reflect charges or credits which you might incur if you
invest through a financial institution.

EXAMPLE This example helps you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The example assumes:

o you invest $10,000

o you sell all your shares at the end of the period

o your investment has a 5% return each year

o you reinvest all your dividends, and o the Fund's operating expenses are
not waived and remain the same as shown above.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
CLASS A SHARES* $968 $1,763 $2,573 $4,657
- --------------------------------------------------------------------------------
CLASS B SHARES** $990 $1,772 $2,656 $4,780***
- --------------------------------------------------------------------------------

IF YOU DON'T SELL YOUR SHARES YOUR COST WOULD BE:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
CLASS B SHARES $490 $1,472 $2,456 $4,780***
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
J.P. MORGAN FLEMING PACIFIC REGION FUND
- --------------------------------------------------------------------------------

The Fund's objective

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

The Fund's main investment strategy

The Fund will invest principally in equity securities of foreign companies
located throughout the Asia-Pacific region, including Japan, Australia and New
Zealand. Under normal market conditions, the Fund will invest at least 65% of
its total assets in equity securities of such issuers. These investments may
take the form of depositary receipts. The Fund will invest in equity securities
of companies with various market capitalizations, including large, mid and small
capitalizations.

Equity securities include common stocks, preferred stocks, securities that are
convertible into common stocks and warrants to buy common stocks.

The Fund's advisers will perform quantitative analysis and fundamental research
in an attempt to identify companies with the best growth potential within the
Asia-Pacific region. They may look at growth-oriented factors, such as projected
earnings growth, improved earnings characteristics or price momentum.

The Fund's advisers will seek to identify industries and countries in the
Asian-Pacific region where economic and political factors are likely to produce
above-average growth rates. Then the advisers will try to identify companies
within those industries and countries that are poised to take advantage of such
economic and political conditions. The Fund's advisers will continually review

economic and political events in the countries in which the Fund invests.

The Fund will sell securities if its advisers believe the issuer of such
securities no longer meets certain growth criteria or if they believe that more
attractive opportunities are available. As political and economic events occur,
the Fund's advisers will sell securities of issuers doing business in countries
that the advisers believe do not meet the Fund's growth-oriented criteria.

While the Fund is not limited in the amount it invests in any one country, it
will try to choose a wide range of industries and companies of varying sizes.
While the Fund invests primarily in equities, it may also invest in
investment-grade debt securities. Investment grade means a rating of Baa3 or
higher by Moody's Investors Service, Inc., BBB- or higher by Standard &
Poor's Corporation or the equivalent by another national rating organization
or unrated securities of comparable quality.

While the Fund intends to invest primarily in stocks and investment-grade
debt securities, under normal market conditions it will be permitted to
invest up to 35% of its total assets in high-quality money-market instruments
and repurchase agreements. To temporarily defend its assets, the Fund may
invest any amount of its assets in these instruments and in debt securities
issued by supranational organizations and companies and governments of
countries in which the Fund can invest and short-term debt instruments issued
or guaranteed by the government of any member of the Organization for
Economic Cooperation and Development. These debt securities may be in various
currencies. During unusual market conditions, the Fund may invest up to 20%
of its total assets in U.S. government debt securities. Where the capital
markets in certain countries are either less developed or not easy to access,
the Fund may invest in these countries by investing in closed-end investment
companies which are authorized to invest in those countries.

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

J.P. MORGAN FLEMING PACIFIC REGION FUND

The Fund's main investment risks

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

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

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

The Fund may not achieve its objective if companies which the advisers believe
will experience earnings growth do not grow as expected.

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

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

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

The Fund's performance will be affected by political, social and economic
conditions in Southeast Asia, Japan, Australia and New Zealand.

Southeast Asian economies and financial markets have been extremely volatile in
recent years. Many of the countries in the region are developing, both
politically and economically. They may have relatively unstable governments and
economies based on only a few commodities or industries. The share price of
companies in the region tends to be volatile and there is a significant
possibility of loss. Also, some companies in the region may have less
established product markets or a limited management group and they may be more
vulnerable to political or economic conditions, like nationalization. In
addition, some countries have restricted the flow of money in and out of the
country.

Many of the currencies in Southeast Asia have recently experienced extreme
volatility relative to the U.S. dollar. For example, Thailand, Indonesia, the
Philippines and South Korea have had currency crises and have sought help from
the International Monetary Fund. Holding securities in currencies that are
devalued (or in companies whose revenues are substantially in currencies that
are devalued) will hurt the value of the Fund.

The trading volume on Southeast Asian stock exchanges is much lower than in the
United States, and stock markets in the region have been extremely volatile at
times. As a result, Southeast Asian securities of some companies are less liquid
and more volatile than similar U.S. securities. In addition, brokerage
commissions on regional stock exchanges are fixed and are generally higher than
the negotiated commissions in the United States.

The Japanese economy and financial markets have experienced considerable
difficulty since 1990. The Japanese stock market, as measured by the Tokyo Stock
Price Index, has been volatile. After increasing by more than 500% in the 1980s,
it has fallen more than half since then. This decline in the Tokyo stock market
has made the country's banks and financial institutions vulnerable because of
their large share portfolios. Japanese banks have been left with large numbers
of non-performing loans. In addition, the Japanese economy labors under a heavy
government budget deficit and historically low interest rates. As a result of
these factors, several high-profile bankruptcies of Japanese banks, brokerage
firms and insurance companies have occurred.

Although the Japanese yen has generally been strong against the U.S. dollar, in
recent years it has fluctuated and has even declined. The Japanese yen might
also be hurt by the currency difficulties of other countries in Southeast Asia.
Devaluation of the yen, and any other currencies in which the Fund's securities
are denominated, will hurt the Fund's value.

J.P. MORGAN FLEMING PACIFIC REGION FUND

affected by economic trouble in Southeast Asian countries since the demand for
Japanese exports fluctuates and since many Japanese banks and companies have
invested in that region.

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

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

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

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

The Fund is not diversified. It will invest a greater percentage of its assets
in a particular issuer or group of issuers than a diversified fund would. That
makes the value of its shares more sensitive to economic problems among those
issuing the securities.

The Fund may have to sell stocks at a loss in order to fund shareholder
redemptions. Redemptions are more likely to occur when prices of companies
located in the Asia-Pacific region are declining and prices of these securities
may fall more rapidly than those of other securities.

The Fund may invest in privately placed securities. Such securities generally
are less liquid than publicly traded securities and the Fund may not always be
able to sell such securities without experiencing delays in finding buyers or
reducing the sale price for such securities.

The Fund's past performance

Fees and expenses

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)*

(1) The offering price is the net asset value of the shares purchased plus any
sales charge.
* The table is based on estimated expenses for the current fiscal year.

The table does not reflect charges or credits which you might incur if you
invest through a financial institution.

J.P. MORGAN FLEMING PACIFIC REGION FUND

EXAMPLE This example helps you compare the cost of investing in the Fund with
the cost of investing in other mutual funds. The example assumes:

o you invest $10,000

o you sell all your shares at the end of the period

o your investment has a 5% return each year

o you reinvest all your dividends, and

o the Fund's operating expenses are not waived and remain the same as shown
above.

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

IF YOU SELL YOUR SHARES YOUR COST WOULD BE:

IF YOU DON'T SELL YOUR SHARES YOUR COST WOULD BE:

- --------------------------------------------------------------------------------
FUNDS' INVESTMENT ADVISER
- --------------------------------------------------------------------------------

The Fund's investment adviser

J.P. Morgan Fleming Asset Management (USA), Inc. (JPMFAM (USA)) is the
investment adviser to the Funds. JPMFAM (USA) is a wholly owned subsidiary of
J.P. Morgan Chase & Co. (J.P. Morgan Chase), a bank holding company. JPMFAM
(USA) provides the Funds with investment advice and supervision. JPMFAM (USA)
provides discretionary investment services to institutional clients and is
located at 1211 Avenue of the Americas New York, NY 10036.

Prior to February 28, 2001 the adviser to the Funds was The Chase Manhattan
Bank (Chase). During the most recent fiscal year ended, Chase was paid
management fees (net of waivers), as shown below, as a percentage of average
daily net assets:

Fiscal Year
Fund Ended %
- --------------------------------------------------------------------------------
Fleming International
Equity Fund Oct. 31, 2000 0.23%
Fleming European Fund Oct. 31, 2000 0.80%
Fleming Japan Fund Oct. 31, 2000 0.00%

Chase Fleming Asset Management (London) Limited (CFAM London) is the
sub-adviser to the Funds. It makes the day-to-day investment decisions for
those Funds. JPMFAM (USA) pays CFAM London a sub-advisory fee for its
services. CFAM London is a wholly-owned subsidiary of J.P. Morgan Chase. It
provides discretionary investment services to institutional clients. CFAM
London is located at Colvile House, 32 Curzon Street, London W1Y8AL.

FUNDS' INVESTMENT ADVISER

The portfolio managers

FLEMING INTERNATIONAL EQUITY FUND

James Fisher and Chee Chow are both Vice Presidents at CFAM London. Mr.
Fisher is the Director in-charge of EAFE funds. He has worked at CFAM London
since 1991 in numerous investment roles. Prior to joining CFAM London, he
worked at Save & Prosper as a fund manager and manager trainee. Mr. Chow has
worked at CFAM London since September of 1992 and over this period has had
roles in global asset allocation, quantitative modeling and performance
analytics. Mr. Fisher has managed the fund since August 2000. Mr. Chow has
managed the Fund since May 2000.

FLEMING EUROPEAN FUND

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

FLEMING JAPAN FUND

Mr. Richard Aston, Vice President, Portfolio Manager at CFAM London, is
responsible for the management of the Japan Fund. Mr. Aston has worked at
CFAM London since April 2000. Prior to that he worked for AXAIM (formerly Sun
Life Investment Management) of the UK as a Fund Manager for a range of
Japanese Equity Portfolios. Mr. Browne and Mr. Aston have been managing the
Fund since May 2000.

FLEMING INTERNATIONAL GROWTH FUND

Mr. Fisher is the Portfolio Manager. He has managed the portfolio since its
inception.

FLEMING PACIFIC REGION FUND

Roger Ellis, Chief Investment Officer Asia Pacific and Head of the Pacific
Regional Group, is responsible for the Management of the Fund. Mr. Ellis
joined CFAM London as an Investment Manager in 1989 and was appointed a
director in 1991. In 1984 he became assistant manager of private banking at
HSBC. In 1987, he joined Pierson Capital Management, managing Asia Equity
Funds.

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HOW YOUR ACCOUNT WORKS
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About sales charges

You will incur a sales charge to buy shares in the Funds. There are also ongoing
charges that all investors pay while they own shares, as explained below.

You have a choice of three different kinds of charges. Class A shares have a
charge you pay when you invest. Class B shares have a deferred sales charge. You
don't pay any charge when you buy the Class B shares, but you may have to pay a
charge when you sell them, depending on how long you hold them. Class C shares
also have a deferred sales charge you may have to pay if you sell your shares
within one year of buying them.

The Fleming International Equity Fund and Fleming Japan Fund are available in
either Class A or Class B shares in this prospectus. The other Funds are
available in Class A, Class B or Class C shares in this prospectus.

There are a number of plans and special discounts which can decrease or
eliminate the charges described above.

This section explains how the three sales charges work.

HOW YOUR ACCOUNT WORKS

CLASS A SHARES

The initial sales charge is deducted directly from the money you invest. As the
table shows, the charge is lower the more you invest. The public offering price
of Class A shares is the net asset value plus the initial sales charge. Net
asset value is the value of everything a Fund owns, minus everything it owes,
divided by the number of shares held by investors. The Funds receive the net
asset value.

TOTAL SALES CHARGE
AS % OF THE AS %
OFFERING OF NET
AMOUNT OF PRICE AMOUNT
INVESTMENT PER SHARE INVESTED
- --------------------------------------------------------------------------------
LESS THAN
$100,000 5.75% 6.10%
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$100,000 BUT
UNDER $250,000 3.75% 3.90%
- --------------------------------------------------------------------------------
$250,000 BUT
UNDER $500,000 2.50% 2.56%
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$500,000 BUT
UNDER $1 MILLION 2.00% 2.04%
- --------------------------------------------------------------------------------

There is no sales charge for investments of $1 million or more.

CLASS B SHARES

The deferred sales charge is deducted directly from your assets when you sell
your shares. The charge is calculated as a percentage of the lower of the
original purchase price or the current value of the shares. As the table shows,
the deferred sales charge decreases the longer you hold the shares and
disappears altogether if you hold the shares for more than six years. Class B
shares automatically convert into Class A shares at the beginning of the ninth
year after you purchased the Class B shares.

YEAR DEFERRED SALES CHARGE
1 5%
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2 4%
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3 3%
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4 3%
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5 2%
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6 1%
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7 NONE
- --------------------------------------------------------------------------------
8 NONE
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We calculate the deferred sales charge from the month you buy your shares. We
always sell the shares with the lowest deferred sales charge first. Shares
acquired by reinvestment distribution can be sold without a deferred sales
charge.

CLASS C SHARES

The deferred sales charge is deducted directly from your assets when you sell
your shares. The charge is equal to 1% of the lower of the original purchase
price or the current value of the shares. The deferred sales charge on Class C
shares disappears altogether if you hold the shares for more than one year. We
calculate the deferred sales charge from the month you buy your charges. We
always sell the shares with the lowest deferred sales charge first.

Like Class B shares, Class C shares have higher combined distribution and
service fees. Unlike Class B shares, Class C shares are never converted to Class
A shares. That means you keep paying the higher service and distribution fees as
long as you hold them. Over the long term, this can add up to higher total fees
than either Class A or Class B shares.

GENERAL

J.P. Morgan Fund Distributors Inc. (JPM) is the distributor for the Funds.
JPM is a subsidiary of BISYS Group, Inc. and is not affiliated with JPMFAM
(USA). Each Fund has adopted Rule 12b-1 distribution plans under which it
pays annual distribution fees of up to 0.25% of the average daily net assets
attributed to Class A shares and up to 0.75% of the average daily net assets
attributed to Class B shares. In addition, each Fund except the International
Equity Fund and Japan Fund has adopted a Rule 12b-1 distribution plan under
which it pays annual distribution fees of up to 0.75% of the average daily
net assets attributed to Class C shares.

This payment covers expenses including compensation for services provided by
broker-dealers and expenses connected to the sale of shares. Payments are not
tied to actual expenses incurred.

Because 12b-1 expenses are paid out of a Fund's assets on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than other types of sales charges.

WHICH CLASS OF SHARES IS BEST?

Your decision about which class of shares to buy depends on a number of factors,
including the amount you intend to buy and how long you intend to hold your
shares. If you have no plans to sell your shares for at least six years and you
would prefer not to pay an up-front sales charge, you may consider buying Class
B shares.

Class A shares may be a good choice if you qualify to have the sales charge
reduced or eliminated. In almost all cases, if you plan to buy $250,000 of
shares or more, Class A is the most economical choice.

Class C shares may be best if you prefer not to pay an initial sales charge and
you are not sure how long you intend to hold your investment.

You should also consider the distribution and service fees, which are lower for
Class A shares. These fees appear in the table called Annual Fund operating
expenses (expenses that are deducted from Fund assets) for each Fund.

Your investment representative will be able to advise you about the best class
of shares for you.

Buying Fund shares

You can buy shares three ways:

Through your investment representative

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

HOW YOUR ACCOUNT WORKS

THROUGH THE J.P. MORGAN FUNDS SERVICE CENTER
Call 1-800-348-4782

Complete the application form and mail it along with a check for the amount you
want to invest to:

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

THROUGH A SYSTEMATIC INVESTMENT PLAN

You can make regular automatic purchases of at least $100. See the additional
information on the Systematic Investment Plan below.

----------

Whether you choose Class A, Class B or Class C shares, the price of the shares
is based on the net asset value per share (NAV). NAV is the value of everything
a Fund owns, minus everything it owes, divided by the number of shares held by
investors. You will pay the public offering price, which is based on the next
NAV calculated after the J.P. Morgan Funds Service Center accepts your
instructions. Each Fund calculates its NAV once each day at the close of regular
trading on the New York Stock Exchange. Each Fund generally values its assets at
market value but may use fair value if market prices are unavailable. The J.P.
Morgan Funds Service Center will not accept your order until it is in proper
form. An order is in proper form only after payment is converted into federal
funds.

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

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

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

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL:

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THE J.P. MORGAN FUNDS SERVICE CENTER
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1-800-348-4782
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MINIMUM INVESTMENTS

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TYPE OF INITIAL ADDITIONAL
ACCOUNT INVESTMENT INVESTMENTS
- --------------------------------------------------------------------------------
REGULAR
ACCOUNT $2,500 $100
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SYSTEMATIC
INVESTMENT
PLAN $1,000 $100
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IRAS $1,000 $100
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SEP-IRAS $1,000 $100
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EDUCATION
IRAS $ 500 $100
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Make your check out to J.P. Morgan Funds in U.S. dollars. We do not accept
credit cards, cash, or checks from a third party. You cannot sell your shares
until your check has cleared, which could take more than 15 calendar days. If
you buy through an Automated Clearing House, you can not sell your shares until
the payment clears. That could take more than seven business days.

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

If you are planning to exchange, sell or transfer shares to another person
shortly after buying the shares, you should pay by certified check to avoid
delays. The Funds will not issue certificates for Class A or Class C shares
unless you request them and they will not issue certificates for Class B shares.

Selling Fund shares

You can sell your shares in one of three ways:

THROUGH YOUR INVESTMENT REPRESENTATIVE

Tell your representative which Funds you want to sell. He or she will send the
necessary documents to the J.P. Morgan Funds Service Center. Your representative
might charge you for this service.

THROUGH THE J.P. MORGAN FUNDS SERVICE CENTER

Call 1-800-348-4782. We will mail you a check or send the proceeds via
electronic transfer or wire. You cannot sell by phone if you have changed your
address of record within the previous 30 days. If you sell shares worth $25,000
by phone, we will send it by wire only to a bank account on our records.

Send a signed letter with your instructions to:

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

THROUGH A SYSTEMATIC WITHDRAWAL PLAN

You can automatically sell shares worth as little as $50. See "Shareholder
Services," below, for details.

----------

You can sell your shares on any day the J.P. Morgan Funds Service Center is
accepting purchase orders. You will receive the next NAV calculated after the
J.P. Morgan Funds Service Center accepts your order, less any applicable sales
charges.

Under normal circumstances, if the J.P. Morgan Funds Service Center receives
your order before the close of regular trading on the New York Stock Exchange,
each Fund will send you the proceeds the next business day. We will not accept
an order to sell shares if the Fund hasn't collected your payment for the
shares. Each

HOW YOUR ACCOUNT WORKS

Fund may stop accepting orders to sell and may postpone payments for more than
seven days, as federal securities laws permit.

You will need to have signatures guaranteed for all registered owners or their
legal representative if:

o you want to sell shares with a net asset value of $100,000 or more, or

o you want your payment sent to an address other than the one we have in our
records.

We may also need additional documents or a letter from a surviving joint owner
before selling the shares. Contact the J.P. Morgan Funds Service Center for more
details.

Exchanging Fund shares

You can exchange your shares for shares of the same class of certain other J.P.
Morgan Funds at NAV, beginning 15 days after you buy your shares. For tax
purposes, an exchange is treated as a sale of Fund shares. This will generally
result in a capital gain or loss to you.

You can exchange your shares in one of three ways:

THROUGH YOUR INVESTMENT REPRESENTATIVE

Tell your representative which Fund shares you want to exchange. He or she will
send the necessary documents to the J.P. Morgan Funds Service Center. Your
representative might charge you for this service.

THROUGH THE J.P. MORGAN FUNDS SERVICE CENTER
Call 1-800-348-4782 to ask for details.

THROUGH A SYSTEMATIC EXCHANGE PLAN

You can automatically exchange shares from one class of a J.P. Morgan Fund to
shares of the same class of a different J.P. Morgan Fund. Call the J.P. Morgan
Funds Service Center for details.

----------

If you exchange Class B shares of a Fund for Class B shares of another J.P.
Morgan Fund, or Class C for Class C, you will not pay a deferred sales charge
until you sell the shares of the other Fund. The amount of deferred sales charge
will be based on the date on which you bought the original shares, not when you
made the exchange. Carefully read the prospectus of the Fund you want to buy
before making an exchange. You will need to meet any minimum investment
requirements.

You should not exchange shares as means of short-term trading. This could
increase management cost and affect all shareholders. We reserve the right to
limit the number of exchanges or to refuse an exchange. We may also terminate
this privilege. We charge an administration fee of $5 for each exchange if you
make more than ten exchanges in a year or three exchanges in a quarter. See the
Statement of Additional Information to find out more about the exchange
privilege.

Other information concerning the Funds

If you sell shares, we may close your account if the balance falls below $500.
We may also close the account if you are in the Systematic Investment Plan and
fail to meet investment minimums over a 12-month period. We will give you 60
days' notice before closing your account.

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

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

The Funds have agreements with certain shareholder servicing agents
(including JPMFAM (USA)) under which the shareholder servicing agents have
agreed to provide certain support services to their customers. For performing
these services, each shareholder servicing agent receives an annual fee of up
to 0.25% of the average daily net assets of the Class A, Class B and Class C
shares of the Funds held by investors by the shareholder servicing agent.

JPMFAM (USA) and/or JPM may, at their own expense, make additional payments
to certain selected dealers or other shareholder servicing agents for
performing administrative services for their customers. The amount may be up
to an additional 0.10% annually of the average net assets of the Fund
attributable to shares of the Funds held by customers of those shareholder
servicing agents.

Each Fund may issue multiple classes of shares. This prospectus relates only
to Class A and Class B shares of the Funds and Class C shares of all Funds
except the International Equity Fund and Japan Fund. Each class may have
different requirements for who may invest, and may have different sales
charges and expense levels. A person who gets compensated for selling Fund
shares may receive a different amount of compensation for each class.

JPMFAM (USA) and its affiliates and the Funds and their affiliates, agents and
subagents may share information about shareholders and their accounts with each
other and with others

HOW YOUR ACCOUNT WORKS

unless this sharing is prohibited by contract. The information can be used for a
variety of purposes, including offering investment and insurance products to
shareholders.

Distributions and taxes

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

The Funds distribute any net investment income at least annually. Net capital
gain is distributed annually. You have three options for your distributions. You
may:

o reinvest all of them in additional Fund shares without a sales charge;

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

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

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

Dividends of net investment income are usually taxable as ordinary income at the
federal, state and local levels. The state or municipality where you live may
not charge you state and local taxes on tax-exempt interest earned on certain
bonds. Dividends earned on bonds issued by the U.S. government and its agencies
may also be exempt from some types of state and local taxes.

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

The International Growth Fund, Pacific Region Fund, International Equity Fund,
European Fund and Japan Fund expect that their distributions will consist
primarily of capital gains.

Investment income received by the International Growth Fund, Pacific Region
Fund, International Equity Fund, European Equity Fund and Japan Fund from
sources in foreign countries may be subject to foreign taxes withheld at the
source. Since it is anticipated that more than 50% of each such Fund's assets at
the close of its taxable year will be in securities of foreign corporations,
each such Fund may elect to "pass through" to its shareholder the foreign taxes
that it paid.

Early in each calendar year, each Fund will send you a notice showing the

amount of distributions you received in the preceding year and the tax status of
those distributions.

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

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SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

SYSTEMATIC INVESTMENT PLAN

You can regularly invest $100 or more in the first or third week of any month.
The money is automatically deducted from your checking or savings account.

You can set up a systematic investment plan when you open an account by
completing the appropriate section of the application. Current shareholders can
join by sending a signed letter and a deposit slip or void check to the J.P.
Morgan Funds Service Center. Call 1-800-348-4782 for complete instructions.

SYSTEMATIC WITHDRAWAL PLAN

You can make regular withdrawals of $50 or more ($100 or more for Class B
accounts). You can have automatic withdrawals made monthly, quarterly or
semiannually. Your account must contain at least $5,000 to start the plan. Call
1-800-348-4782 for complete instructions.

SYSTEMATIC EXCHANGE

You can transfer assets automatically from one J.P. Morgan Fund account to
another on a regular basis. This is a free service.

FREE EXCHANGE PRIVILEGE

You can exchange money between J.P. Morgan Funds in the same class without
charge. This allows you to adjust your investments as your objectives change.

REINSTATEMENT PRIVILEGE

You can buy back Class A shares you sell, without paying a sales charge, as long
as you make a request in writing within 90 days of the sale. If you sell Class B
or Class C shares on which you've paid a deferred sales charge, you can use the
proceeds to buy Class A shares without a sales charge. You must buy the Class A
shares within 90 days of selling the Class B or Class C shares.

What the terms mean

DEBT SECURITIES: securities used by issuers, such as governmental entities and
corporations, to borrow money. The issuer usually pays a fixed, variable or
floating rate of interest and repays the amount borrowed at the maturity date of
the security. However, if a borrower issues a zero coupon debt security, it does
not make regular interest payments.

DEPOSITARY RECEIPTS: instruments which are typically issued by financial
institutions and which represent ownership of securities of foreign
corporations. Depositary receipts are usually designed for use on U.S. and
European securities exchanges.

DISTRIBUTION FEE: covers the cost of the distribution system used to sell shares
to the public.

FUNDAMENTAL RESEARCH: method which concentrates on "fundamental" information
about an issuer such as its financial statements, history, management, etc.

GROWTH APPROACH: approach which focuses on identifying securities of companies
whose earnings growth potential appears to the advisers to be greater than the
market in general and whose growth in revenue is expected to continue for an
extended period.

LIQUIDITY: the ability to easily convert investments into cash without losing a
significant amount of money in the process.

MANAGEMENT FEE: a fee paid to the investment adviser to manage the Fund and make
decisions about buying and selling the Fund's investments.

OTHER EXPENSES: miscellaneous items, including transfer agency, administration,
shareholder servicing, custody and registration fees.

REPURCHASE AGREEMENTS: a type of short-term investment in which a dealer sells
securities to the Fund and agrees to buy them back later at a set price. The
price includes interest. In effect, the dealer is borrowing the Fund's money for
a short time, using the securities as collateral.

SHAREHOLDER SERVICE FEE: a fee to cover the cost of paying shareholder servicing
agents to provide certain support services for your account.

VALUE APPROACH: approach which focuses on identifying securities that the
advisers believe are undervalued by the market as measured by certain financial
formulas.

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FINANCIAL HIGHLIGHTS
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The Financial Highlights tables are intended to help you understand the Funds'
financial performance for each of the past five years (or for the periods since
shares were first offered). The total returns in the tables represent the rate
an investor would have earned or lost on an investment in the Funds (assuming
reinvestment of all dividends and distributions).

The tables set forth below provide selected per share data and ratios for one
Class A Share, one Class B Share and, where applicable, one Class C Share.

This information is supplemented by financial statements including accompanying
notes appearing in the Funds' Annual Report to Shareholders for the year ended
October 31, 2000, which is incorporated by reference into the Statement of
Additional Information. Shareholders may obtain a copy of this annual report by
contacting the Funds or their Shareholder Servicing Agent.

The financial statements, which include the financial highlights, have been
audited by PricewaterhouseCoopers LLP, independent accountants, whose report
thereon is included in the Annual Report to Shareholders.

THIS PAGE INTENTIONALLY LEFT BLANK

FINANCIAL HIGHLIGHTS

J.P. Morgan Fleming International Equity Fund*

Year Year Year Year Year
CLASS A ended ended ended ended ended
10/31/00 10/31/99 10/31/98 10/31/97 10/31/96
PER SHARE OPERATING PERFORMANCE
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Net asset value,
beginning of period $ 13.77 $ 12.08 $ 12.11 $ 12.38 $ 12.02
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Income from investment operations:
Net investment income (0.11) (0.09) (0.09) (0.05)@ 0.05
Net gains or losses in securities
(both realized and unrealized) 0.44 2.34 0.43 0.33 0.37
------- ------- ------- ------- -------

Total from investment operations 0.33 2.25 0.34 0.28 0.42

Less distributions:
Dividends from net investment income -- -- 0.07 0.03 0.06
Distributions from capital gains 0.76 0.56 0.30 0.52 --
------- ------- ------- ------- -------

Total distributions 0.76 0.56 0.37 0.55 0.06
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Net asset value, end of period $ 13.34 $ 13.77 $ 12.08 $ 12.11 $ 12.38
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TOTAL RETURN(1) 1.71% 19.09% 2.96% 2.27% 3.53%
=============================================================================================================

RATIOS/SUPPLEMENTAL DATA
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Net assets, end of period (000 omitted) $34,599 $26,973 $17,969 $23,267 $24,904
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RATIOS TO AVERAGES NET ASSETS:
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Expenses 2.01% 1.99% 2.00% 2.01% 2.00%
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Net investment income (0.86%) (0.73%) (0.47%) (0.36%) (0.03%)
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Expenses without waivers
and reimbursements 2.88% 3.53% 3.39% 2.08% 2.86%
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Net investment income without waivers
and reimbursements (1.73%) (2.27%) (1.86%) (0.43%) (0.89%)
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Year Year Year Year Year
CLASS B ended ended ended ended ended
10/31/00 10/31/99 10/31/98 10/31/97 10/31/96
PER SHARE OPERATING PERFORMANCE
- -------------------------------------------------------------------------------------------------------

Net asset value,
beginning of period $13.51 $11.92 $11.94 $12.24 $11.89
- -------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (0.21) (0.18) (0.13) (0.11)@ 0.01
Net gains or losses in securities
(both realized and unrealized) 0.47 2.33 0.42 0.33 0.35
------ ------ ------ ------ ------

Total from investment operations 0.26 2.15 0.29 0.22 0.36

Less distributions:
Dividends from net investment income -- -- 0.01 -- --
Distributions from capital gains 0.76 0.56 0.30 0.52 0.01
------ ------ ------ ------ ------

Total distributions 0.76 0.56 0.31 0.52 0.01
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Net asset value, end of period $13.01 $13.51 $11.92 $11.94 $12.24
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TOTAL RETURN(1) 1.20% 18.49% 2.56% 1.74% 3.03%
=======================================================================================================

RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $6,535 $6,858 $7,433 $7,989 $7,819
- -------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGES NET ASSETS:
- -------------------------------------------------------------------------------------------------------
Expenses 2.51% 2.49% 2.50% 2.51% 2.50%
- -------------------------------------------------------------------------------------------------------
Net investment income (1.38%) (1.21%) (0.94%) (0.88%) (0.43%)
- -------------------------------------------------------------------------------------------------------
Expenses without waivers
and reimbursements 3.39% 4.03% 3.90% 2.61% 3.36%
- -------------------------------------------------------------------------------------------------------
Net investment income without waivers
and reimbursements (2.26%) (2.75%) (2.34%) (0.98%) (1.29%)
- -------------------------------------------------------------------------------------------------------

* Formerly Chase Vista International Equity Fund.

(1) Total return figures do not include the effect of any front-end or
deferred sales load.
@ Calculated using average shares outstanding.

FINANCIAL HIGHLIGHTS

J.P. Morgan Fleming European Fund*

Year Year Year Year 11/02/95**
CLASS A ended ended ended ended through
10/31/00 10/31/99 10/31/98 10/31/97 10/31/96
PER SHARE OPERATING PERFORMANCE
- -----------------------------------------------------------------------------------------------------------

Net asset value,
beginning of period $ 16.52 $ 14.47 $ 14.10 $ 11.99 $10.00
- -----------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (0.12)@ (0.06)@ 0.15 0.05 0.15
Net gains or losses in securities
(both realized and unrealized) 1.83 2.31 2.16 3.01 1.93
------- ------- ------- ------- ------

Total from investment operations 1.71 2.25 2.31 3.06 2.08

Less distributions:
Dividends from net investment income -- 0.09 0.22 0.10 0.09
Distributions from capital gains 0.36 0.11 1.72 0.85 --
------- ------- ------- ------- ------

Total distributions 0.36 0.20 1.94 0.95 0.09
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.87 $ 16.52 $ 14.47 $ 14.10 $11.99
- -----------------------------------------------------------------------------------------------------------

TOTAL RETURN(1) 10.13% 15.60% 18.71% 28.19% 20.78%
===========================================================================================================

RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $75,801 $47,759 $33,743 $12,965 $6,358
- -----------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGES NET ASSETS:
- -----------------------------------------------------------------------------------------------------------
Expenses 1.74% 1.74% 1.74% 1.75% 1.75%
- -----------------------------------------------------------------------------------------------------------
Net investment income (0.60%) (0.40%) (0.07%) 0.32% 1.44%
- -----------------------------------------------------------------------------------------------------------
Expenses without waivers,
reimbursements and earnings credits 1.95% 2.06% 2.38% 2.84% 3.49%
- -----------------------------------------------------------------------------------------------------------
Net investment income without waivers,
reimbursements and earnings credits (0.81%) (0.72%) (0.71%) (0.77%) (0.30%)
- -----------------------------------------------------------------------------------------------------------
Portfolio turnover rate 161% 149% 183% 170% 186%
- -----------------------------------------------------------------------------------------------------------

Year Year Year Year 11/03/95***
CLASS B ended ended ended ended through
10/31/00 10/31/99 10/31/98 10/31/97 10/31/96
PER SHARE OPERATING PERFORMANCE
- -------------------------------------------------------------------------------------------------------

Net asset value,
beginning of period $ 16.18 $ 14.24 $13.93 $11.93 $ 9.97
- -------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (0.27)@ (0.18)@ 0.08 0.04 0.07
Net gains or losses in securities
(both realized and unrealized) 1.83 2.26 2.10 2.89 1.96
------- ------- ------ ------ ------

Total from investment operations 1.56 2.08 2.18 2.93 2.03

Less distributions:
Dividends from net investment income -- 0.03 0.15 0.08 0.07
Distributions from capital gains 0.36 0.11 1.72 0.85 --
------- ------- ------ ------ ------

Total distributions 0.36 0.14 1.87 0.93 0.07
- -------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.38 $ 16.18 $14.24 $13.93 $11.93
- -------------------------------------------------------------------------------------------------------

TOTAL RETURN(1) 9.40% 14.66% 17.89% 27.25% 20.35%
=======================================================================================================

RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $18,546 $10,038 $9,457 $2,218 $ 190
- -------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGES NET ASSETS#:
- -------------------------------------------------------------------------------------------------------
Expenses 2.49% 2.51% 2.50% 2.51% 2.47%
- -------------------------------------------------------------------------------------------------------
Net investment income (1.35%) (1.12%) (0.75%) (0.30%) 0.80%
- -------------------------------------------------------------------------------------------------------
Expenses without waivers,
reimbursements and earnings credits 2.69% 2.83% 2.91% 3.58% 3.83%
- -------------------------------------------------------------------------------------------------------
Net investment income without waivers,
reimbursements and earnings credits (1.55%) (1.44%) (1.16%) (1.37%) (0.56%)
- -------------------------------------------------------------------------------------------------------
Portfolio turnover rate 161% 149% 183% 170% 186%
- -------------------------------------------------------------------------------------------------------

* Formerly Chase Vista European Fund.
** Commencement of operations.
*** Commencement of offering of class of shares.
@ Calculated based on average shares outstanding.

(1) Total return figures do not include the effect of any front-end or
deferred sales load.
# Short periods have been annualized.

FINANCIAL HIGHLIGHTS

J.P. Morgan Fleming European Fund (continued)*

Year 11/01/98***
CLASS C ended through
10/31/00 10/31/99
PER SHARE OPERATING PERFORMANCE
- --------------------------------------------------------------------------------
Net asset value,
beginning of period $16.19 $14.24
- --------------------------------------------------------------------------------
Income from investment operations:
Net investment income (0.26)@ (0.08)@
Net gains or losses in securities
(both realized and unrealized) 1.80 2.17
------ ------

Total from investment operations 1.54 2.09

Less distributions:
Dividends from net investment income -- 0.03
Distributions from capital gains 0.36 0.11
------ ------

Total distributions 0.36 0.14
- --------------------------------------------------------------------------------
Net asset value, end of period $17.37 $16.19
- --------------------------------------------------------------------------------

TOTAL RETURN(1) 9.27% 14.73%
================================================================================

RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $4,229 $1,460
- --------------------------------------------------------------------------------
RATIOS TO AVERAGES NET ASSETS:
- --------------------------------------------------------------------------------
Expenses 2.49% 2.51%
- --------------------------------------------------------------------------------
Net investment income (1.33%) (0.61%)
- --------------------------------------------------------------------------------
Expenses without waivers,
reimbursements and earnings credits 2.67% 2.83%
- --------------------------------------------------------------------------------
Net investment income without waivers,
reimbursements and earnings credits (1.51%) (0.93%)
- --------------------------------------------------------------------------------
Portfolio turnover rate 161% 149%
- --------------------------------------------------------------------------------

* Formerly Chase Vista European Fund.
*** Commencement of offering of class of shares.

@ Calculated based on average shares outstanding.
(1) Total return figures do not include the effect of any front-end or
deferred sales load.
# Short periods have been annualized.

J.P. Morgan Fleming Japan Fund*

Net asset value,
beginning of period $ 9.84 $ 6.41 $ 9.52 $ 9.42 $10.00
- ---------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (0.15)@ (0.07)@ 0.27 0.08 (0.08)
Net gains or losses in securities
(both realized and unrealized) (1.57) 3.50 (2.91) 0.24 (0.50)
------- ------ ------- ------ ------

Total from investment operations (1.72) 3.43 (2.64) 0.32 (0.58)

Less distributions:
Dividends from net investment income -- -- 0.26 0.22 --
Distributions from capital gains -- -- -- -- --
Tax return of capital -- -- 0.21 -- --
------- ------ ------- ------ ------

Total distributions -- -- 0.47 0.22 --
- ---------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 8.12 $ 9.84 $ 6.41 $ 9.52 $ 9.42
- ---------------------------------------------------------------------------------------------------------

TOTAL RETURN(1) (17.48%) 53.51% (28.98%) 3.49% (5.80%)
=========================================================================================================

RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $ 2,448 $4,260 $ 1,770 $5,008 $4,781
- ---------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGES NET ASSETS#:
- ---------------------------------------------------------------------------------------------------------
Expenses 1.77% 1.74% 1.76% 1.75% 1.75%
- ---------------------------------------------------------------------------------------------------------
Net investment income (1.54%) (0.88%) (0.56%) (0.30%) (0.91%)
- ---------------------------------------------------------------------------------------------------------
Expenses without waivers,
reimbursements and earnings credits 5.49% 5.44% 3.79% 2.89% 3.60%
- ---------------------------------------------------------------------------------------------------------
Net investment income without waivers,
reimbursements and earnings credits (5.26%) (4.58%) (2.59%) (1.44%) (2.76%)
- ---------------------------------------------------------------------------------------------------------
Portfolio turnover rate 123% 133% 212% 217% 121%
- ---------------------------------------------------------------------------------------------------------

* Formerly Chase Vista Japan Fund.
** Commencement of operations.
@ Calculated based on average shares outstanding.

(1) Total return figures do not include the effect of any front-end or
deferred sales load.
# Short periods have been annualized.

FINANCIAL HIGHLIGHTS

J.P. Morgan Fleming Japan Fund (continued)*

Net asset value,
beginning of period $ 9.65 $ 6.32 $ 9.42 $ 9.35 $10.00
- ------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (0.22)@ (0.13)@ 0.23 (0.05) (0.02)
Net gains or losses in securities
(both realized and unrealized) (1.50) 3.46 (2.90) 0.30 (0.63)
------- ------ ------- ------ ------

Total from investment operations (1.72) 3.33 (2.67) 0.25 (0.65)

Less distributions:
Dividends from net investment income -- -- 0.22 0.18 --
Distributions from capital gains -- -- -- -- --
Tax return of capital -- -- 0.21 -- --
------- ------ ------- ------ ------

Total distributions -- -- 0.43 0.18 --
- ------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 7.93 $ 9.65 $ 6.32 $ 9.42 $ 9.35
- ------------------------------------------------------------------------------------------------------

TOTAL RETURN(1) (17.82%) 52.69% (29.53%) 2.72% (6.50%)
======================================================================================================

RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $ 322 $1,089 $ 391 $1,893 $ 162
- ------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGES NET ASSETS:
- ------------------------------------------------------------------------------------------------------
Expenses 2.52% 2.49% 2.51% 2.51% 2.52%
- ------------------------------------------------------------------------------------------------------
Net investment income (2.29%) (1.67%) (0.97%) (5.73%) (0.40%)
- ------------------------------------------------------------------------------------------------------
Expenses without waivers,
reimbursements and earnings credits 6.14% 6.19% 4.52% 3.66% 4.00%
- ------------------------------------------------------------------------------------------------------
Net investment income without waivers,
reimbursements and earnings credits (5.91%) (5.37%) (2.98%) (6.88%) (1.88%)
- ------------------------------------------------------------------------------------------------------
Portfolio turnover rate 123% 133% 212% 217% 121%
- ------------------------------------------------------------------------------------------------------

* Formerly Chase Vista Japan Fund.
*** Commencement of offering of class of shares.

@ Calculated based on average shares outstanding.
(1) Total return figures do not include the effect of any front-end or
deferred sales load.
# Short periods have been annualized.

- --------------------------------------------------------------------------------
J.P. Morgan HOW TO REACH US
- --------------------------------------------------------------------------------

More information

You'll find more information about the Funds in the following documents:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports contain more information about each Fund's
investments and performance. The annual report also includes details about the
market conditions and investment strategies that had a significant effect on
each Fund's performance during the last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains more detailed information about the Funds and their policies.
It's incorporated by reference into this prospectus. That means, by law, it's
considered to be part of this prospectus.

You can get a free copy of these documents and other information, or ask us any
questions, by calling us at 1-800-348-4782 or writing to:

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

If you buy your shares through The JPMFAM (USA) Manhattan Bank or another
institution, you should contact that institution directly for more
information. You can also find information on-line at www.chasevista.com on
the internet.

You can write or e-mail the SEC's Public Reference Room and ask them to mail
you information about the Funds, including the SAI. They'll charge you a
copying fee for this service. You can also visit the Public Reference Section
and copy the documents while you're there.

Public Reference Section of the SEC
Washington, DC 20549-0102
1-202-942-8090
E-mail: publicinfo@sec.gov

Reports, a copy of the SAI and other information about the Funds is also
available on the SEC's website at http://www.sec.gov.

The Fund's Investment Company Act File No. is 811-5151

J.P. Morgan Funds Fulfillment Center
393 Manley Street
West Bridgewater, MA 12379-1039