VIA EDGAR April 18, 2001
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: J.P. Morgan Funds
Request for Withdrawal of Registration Statement on Form N-14
File No. 333-58900
Ladies and Gentlemen:
It has come to our attention that, because of a data input error by the
printer, a Registration Statement on Form N-14 was incorrectly filed with the
Securities and Exchange Commission on April 13, 2001, on behalf of J.P. Morgan
Funds for the J.P. Morgan Tax Exempt Money Market Fund. The Registration
Statement was subsequently filed correctly on April 16, 2001, on behalf of
Mutual Fund Trust (the "Company").
The Company respectfully requests that the above-named Registration
Statement on Form N-14 filed on behalf of J.P. Morgan Funds be withdrawn
pursuant to Rule 477 under the Securities Act of 1933 (the "1933 Act"). Pursuant
to the provisions of Rule 477 under the 1933 Act, the Company hereby requests
that the Commission find that such withdrawal is consistent with the public
interest and the protection of investors, consent to the withdrawal of the
above-named Registration Statement and issue an order granting
such withdrawal. In accordance with Rule 478(c) under the 1933 Act, this request
is made by the undersigned as the Secretary of the Company and the Agent for
Service named in the Registration Statement of the Company, for and on behalf of
the Company.
Should you have any questions regarding this matter, please do not hesitate
to call Cynthia Cobden at (212) 455-7744, David Wohl at (212) 455-7937 or
Michael B. Garcia at (212) 455-2795.
Mutual Fund Trust
By:/s/ Lisa Hurley
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Lisa Hurley
Secretary
cc: Mary Cole