As filed with the Securities and Exchange Commission on May 15, 2001 Registration No. 333-59006/811-8358 ================================================================================ U.S. Securities and Exchange Commission Washington, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. 1 Post-Effective Amendment No. ___ (Check appropriate box or boxes) Exact Name of Registrant as Specified in Charter: MUTUAL FUND TRUST Area Code and Telephone Number: 1-800-348-1782 Address of Principal Executive Offices: 522 Fifth Avenue New York, NY 10036 Name and Address of Agent for Service: Lisa Hurley c/o BISYS Fund Services, Inc. 3435 Stelzer Road Columbus, Ohio 43219 Copies to: JOSEPH J. BERTINI, ESQ. SARAH E. COGAN, ESQ. JOHN E. BAUMGARDNER, PETER B. ELDRIDGE, ESQ. Simpson Thacher & Bartlett JR., ESQ. c/o J.P. Morgan Fleming Asset 425 Lexington Avenue Sullivan & Cromwell Management (USA) Inc. New York, NY 10017-3954 125 Broad Street 522 Fifth Avenue New York, NY 10004 New York, NY 10036 ================================================================================ Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933. It is proposed that this filing will become effective on May 16, 2001 pursuant to Rule 488 under the Securities Act of 1933. Calculation of Registration Fee under the Securities Act of 1933: No filing fee is required because an indefinite number of shares have previously been registered on Form N-1A (Registration No. 033-75250/811-8358) pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. The Registrant's Form 24f-2 for the fiscal year ended August 31, 2000 was filed on November 27, 2000. Pursuant to Rule 429, this Registration Statement relates to the aforesaid Registration Statement on Form N-1A. J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND A SERIES OF J.P. MORGAN INSTITUTIONAL FUNDS 522 FIFTH AVENUE NEW YORK, NY 10036 1-800-766-7722 May 16, 2001 Dear Shareholder: A special meeting of the shareholders of J.P. Morgan Institutional Service Tax Exempt Money Market Fund (the "Merging Fund"), a series of J.P. Morgan Institutional Funds ("JPMIF"), will be held on July 3, 2001 at 9:00 a.m., Eastern time. Formal notice of the meeting appears after this letter, followed by materials regarding the meeting. As you may be aware, J.P. Morgan & Co. Incorporated, the former corporate parent of the investment adviser of the Merging Fund's assets, recently completed a merger with The Chase Manhattan Corporation to form J.P. Morgan Chase & Co. ("JPMC"). As a result of this merger, JPMC is seeking to reorganize parts of its investment management business and funds advised by its subsidiaries. At the special meeting (the "Meeting"), shareholders will be asked to consider and vote upon the proposed reorganization of the Merging Fund into JPMorgan Tax Free Money Market Fund (formerly, Chase Vista Tax Free Money Market Fund) (the "Surviving Fund"), a series of Mutual Fund Trust ("MFT") (the "Reorganization"). After the Reorganization, shareholders will hold an interest in the Surviving Fund. The investment objective and policies of the Merging Fund generally are similar to those of the Surviving Fund. After the proposed Reorganization, your investment will be in a larger combined fund with similar investment policies. The Surviving Fund has also entered into agreements and plans of reorganization with other money market funds whose assets are managed by J.P. Morgan Investment Management Inc. ("JPMIM") and which have identical investment objectives and policies to the Merging Fund (collectively, the "Concurrent Reorganization"). If the Concurrent Reorganization is approved by the shareholders of these other funds and certain other conditions are met, these funds will be reorganized into the Surviving Fund. The consummation of the Reorganization is contingent upon the simultaneous consummation of the Concurrent Reorganization. At the Meeting, you will also be asked to consider and vote upon the election of Trustees of JPMIF. The investment adviser for the assets of the Merging Fund is JPMIM. The investment adviser for the Surviving Fund is J.P. Morgan Fleming Asset Management (USA) Inc. ("JPMFAM"). After the Reorganization, JPMFAM, the same investment adviser that currently is responsible for the Surviving Fund, will make the day-to-day investment decisions for your portfolio. Please see the enclosed Combined Prospectus/Proxy Statement for detailed information regarding the proposed Reorganization, the Concurrent Reorganization and a comparison of the Merging Fund and JPMIF to the Surviving Fund and MFT. The cost and expenses associated with the Reorganization, including costs of soliciting proxies, will be borne by JPMC and not by the Merging Fund, JPMIF, the Surviving Fund, MFT or their shareholders. If approval of the Reorganization is obtained, you will automatically receive shares in the Surviving Fund. The Proposals have been carefully reviewed by the Board of Trustees of JPMIF, which has approved the Proposals. THE BOARD OF TRUSTEES OF JPMIF UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE PROPOSALS. Following this letter is a list of commonly asked questions. If you have any additional questions on voting of proxies and/or the meeting agenda, please call us at 1-800-766-7722. A proxy card is enclosed for your use in the shareholder meeting. This card represents shares you held as of the record date, April 6, 2001. IT IS IMPORTANT THAT YOU COMPLETE, SIGN, AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED OR CALL THE NUMBER PROVIDED ON THE PROXY CARD AS SOON AS POSSIBLE. This will ensure that your shares will be represented at the Meeting to be held on July 3, 2001. Please read the enclosed materials carefully. You may, of course, attend the meeting in person if you wish, in which case the proxy can be revoked by you at the Meeting. Sincerely, /s/ Matthew Healey Matthew Healey Chairman SPECIAL NOTE: Certain shareholders may receive a telephone call from our proxy solicitor, D.F. King & Co., Inc., or us to answer any questions they may have or to provide assistance in voting. Remember, your vote is important! Please sign, date and promptly mail your proxy card(s) in the return envelope provided or call the number provided on the proxy card in order to vote. WHY IS THE REORGANIZATION BEING PROPOSED? The Reorganization is being proposed because each Fund's board believes it is in the best interests of its respective shareholders. IF THE REORGANIZATION IS APPROVED, WHAT WILL HAPPEN? In connection with the Reorganization, the Merging Fund will cease investing in The Tax Exempt Money Market Portfolio (the "Master Portfolio" in which it currently invests), will transfer all of its assets and liabilities to the Surviving Fund and will receive, in exchange, shares of the Surviving Fund. The Merging Fund will then be liquidated and those shares of the Surviving Fund will be distributed pro rata to shareholders. After the Reorganization, you will own shares in the Surviving Fund rather than the Merging Fund. The Surviving Fund invests directly in portfolio securities rather than in a master portfolio. WHAT WILL BE THE EFFECT ON THE INVESTMENT STRATEGIES ASSOCIATED WITH MY INVESTMENT IF THE PROPOSED CHANGES ARE APPROVED? The Surviving Fund generally has similar investment objectives and policies to those of the Merging Fund. The principal differences are as follows: SURVIVING FUND MERGING FUND - -------------------------------------------------- -------------------------------------------------- - - The Surviving Fund's investment objective is to - The Merging Fund's investment objective is to aim to provide the highest possible level of maximize current income that is exempt from current income which is excluded from gross federal income tax consistent with the income, while still preserving capital and preservation of capital and same-day liquidity. maintaining liquidity. - - Tries to invest 100% of its assets in municipal - Invests primarily in high quality municipal obligations, the interest on which is excluded obligations whose income is exempt from federal from gross income and which is not subject to income taxes. the alternative minimum tax on individuals. The Reorganization is not intended to have any immediate significant impact on the investment strategy implemented in respect of your investment. However, please note that while the Merging Fund invests all of its assets in the Master Portfolio (which in turn invests in portfolio securities), the Surviving Fund invests directly in portfolio securities. HOW WILL THE FEES AND EXPENSES ASSOCIATED WITH MY INVESTMENT BE AFFECTED? As a result of the Reorganization, the contractual (or pre-waiver) and actual (or post-waiver) total expense ratios are expected to be the same or less for your shares in the Surviving Fund than they are for your shares in the Merging Fund. If an increase does occur, The Chase Manhattan Bank, the Surviving Fund's administrator, has contractually agreed to waive fees payable to it and reimburse expenses so that the actual total operating expense will remain the same for at least THREE YEARS after the Reorganization. WILL THERE BE ANY CHANGE IN WHO MANAGES MY INVESTMENT? Yes. JPMFAM, the investment adviser that currently manages the day-to-day investment activities of the Surviving Fund, will continue to manage that fund after the Reorganization. WHO WILL PAY FOR THE REORGANIZATION? The cost and expenses associated with the Reorganization, including costs of soliciting proxies, will be borne by JPMC and not by either the Merging Fund or the Surviving Fund (or shareholders of either fund). WHAT IF I DO NOT VOTE OR VOTE AGAINST THE REORGANIZATION, YET APPROVAL OF THE REORGANIZATION IS OBTAINED? You will automatically receive shares in the Surviving Fund. HOW WILL THE PROPOSED CONCURRENT REORGANIZATION AFFECT MY INVESTMENT IF IT IS APPROVED BY THE SHAREHOLDERS OF THE OTHER FUNDS? If the Concurrent Reorganization is approved and certain other conditions are met, the assets and liabilities of the other merging funds will become the assets and liabilities of the Surviving Fund. The consummation of the Reorganization is contingent upon the simultaneous consummation of the Concurrent Reorganization. WHY AM I BEING ASKED TO VOTE ON THE ELECTION OF TRUSTEES FOR JPMIF IF AFTER THE REORGANIZATION I WILL OWN SHARES IN THE SURVIVING FUND, A SERIES OF MFT? Even if the Reorganization is approved, other mutual funds that are series of JPMIF will continue to exist and operate. All shareholders of any series of JPMIF as of the record date (April 6, 2001) are required to be given a vote on the proposal regarding Trustees. Because as of the record date you were still a shareholder in JPMIF, you are entitled to vote on this proposal. Shareholders of MFT are being asked to approve the same Trustees that are proposed for JPMIF. AS A HOLDER OF SHARES OF THE MERGING FUND, WHAT DO I NEED TO DO? Please read the enclosed Combined Prospectus/Proxy Statement and vote. Your vote is important! Accordingly, please sign, date and mail the proxy card(s) promptly in the enclosed return envelope as soon as possible after reviewing the enclosed Combined Prospectus/Proxy Statement. MAY I ATTEND THE MEETING IN PERSON? Yes, you may attend the Meeting in person. If you complete a proxy card and subsequently attend the Meeting, your proxy can be revoked. Therefore, to ensure that your vote is counted, we strongly urge you to mail us your signed, dated and completed proxy card(s) even if you plan to attend the Meeting. J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND, A SERIES OF J.P. MORGAN INSTITUTIONAL FUNDS 522 FIFTH AVENUE NEW YORK, NY 10036 1-800-766-7722 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 3, 2001 To the Shareholders of J.P. Morgan Institutional Tax Exempt Money Market Fund: NOTICE IS HEREBY GIVEN THAT a Special Meeting (the "Meeting") of the shareholders ("Shareholders") of J.P. Morgan Institutional Service Tax Exempt Money Market Fund (the "Merging Fund"), a series of J.P. Morgan Institutional Funds ("JPMIF"), will be held at the offices of J.P. Morgan Chase & Co., 1211 Avenue of the Americas, 41st Floor, New York, NY, on July 3, 2001 at 9:00 a.m. (Eastern time), for the following purposes: ITEM 1. To consider and act upon a proposal to approve an Agreement and Plan of Reorganization (the "Reorganization Plan") by and among JPMIF, on behalf of the Merging Fund, Mutual Fund Trust ("MFT"), on behalf of JPMorgan Tax Free Money Market Fund (formerly, Chase Vista Tax Free Money Market Fund) (the "Surviving Fund"), and J.P. Morgan Chase & Co. and the transactions contemplated thereby, including (a) the transfer of all of the assets and liabilities of the Merging Fund to the Surviving Fund in exchange for Premier/Select Class shares of the Surviving Fund (the "Surviving Fund Shares"); and (b) the distribution of such Surviving Fund Shares to the Shareholders of the Merging Fund in connection with the liquidation of the Merging Fund. ITEM 2. To elect eight Trustees to serve as members of the Board of Trustees of JPMIF. ITEM 3. To transact such other business as may properly come before the Meeting or any adjournment(s) thereof. YOUR FUND TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF ITEMS 1 AND 2. Each proposal is described in the attached Combined Prospectus/Proxy Statement. Attached as Appendix A to the Combined Prospectus/Proxy Statement is a copy of the Reorganization Plan. The Meeting will be a joint meeting with the meetings of shareholders of all series of JPMIF, which meetings are being called for purposes of considering proposals 1 and 2 above and certain other proposals not applicable to you. Shareholders of record as of the close of business on April 6, 2001 are entitled to notice of, and to vote at, the Special Meeting or any adjournment(s) thereof. SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE THE ACCOMPANYING PROXY CARD WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF JPMIF. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING. PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO THE MERGING FUND A WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON. /s/ Sharon Weinberg SHARON WEINBERG SECRETARY May 16, 2001 COMBINED PROSPECTUS/PROXY STATEMENT DATED MAY 16, 2001 ACQUISITION OF THE ASSETS AND LIABILITIES OF J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND, A SERIES OF J.P. MORGAN INSTITUTIONAL FUNDS 522 FIFTH AVENUE NEW YORK, NY 10036 1-800-766-7722 BY AND IN EXCHANGE FOR PREMIER/SELECT CLASS SHARES OF JPMORGAN TAX FREE MONEY MARKET FUND (FORMERLY, CHASE VISTA TAX FREE MONEY MARKET FUND), A SERIES OF MUTUAL FUND TRUST 522 FIFTH AVENUE NEW YORK, NY 10036 1-800-348-4782 This Combined Prospectus/Proxy Statement relates to the proposed reorganization of J.P. Morgan Institutional Service Tax Exempt Money Market Fund (the "Merging Fund"), a series of J.P. Morgan Institutional Funds ("JPMIF"), into JPMorgan Tax Free Money Market Fund (formerly, Chase Vista Tax Free Money Market Fund) (the "Surviving Fund"), a series of Mutual Fund Trust ("MFT"). If approved by shareholders of the Merging Fund, the proposed reorganization will be effected by transferring all of the assets and liabilities of the Merging Fund to the Surviving Fund, which has generally similar investment objectives and policies to those of the Merging Fund, in exchange for shares of the Surviving Fund (the "Reorganization"). Therefore, as a result of the proposed Reorganization, current shareholders of the Merging Fund (the "Merging Fund Shareholders") will become shareholders of the Surviving Fund ("Surviving Fund Shareholders"). JPMIF and MFT are both open-end management investment companies offering shares in several portfolios. Under the proposed Reorganization, each Merging Fund Shareholder will receive Premier/Select Class shares (the "Surviving Fund Shares") of the Surviving Fund with a value equal to such Merging Fund Shareholder's holdings in the Merging Fund. The Surviving Fund currently has a multi-class structure under which it offers four classes of shares: the Reserves Class, Vista Class, Premier Class and Institutional Class shares. In connection with the Reorganization and the concurrent reorganization (defined below), the Surviving Fund will rename the Vista Class "Morgan Class," and the Institutional Class "Agency Class," will rename the Premier Class "Premier/Select Class" and will introduce a new "Institutional Class" of shares. At the Meeting, you also will be asked to consider and vote upon the election of Trustees of JPMIF. The terms and conditions of these transactions are more fully described in this Combined Prospectus/ Proxy Statement and in the Agreement and Plan of Reorganization (the "Reorganization Plan") among JPMIF, on behalf of the Merging Fund, and MFT, on behalf of the Surviving Fund and J.P. Morgan Chase & Co., attached to this Combined Prospectus/Proxy Statement as Appendix A. The Board of Trustees for JPMIF is soliciting proxies in connection with a Special Meeting (the "Meeting") of Shareholders to be held on July 3, 2001 at 9:00 a.m., Eastern time, at the offices of J.P. Morgan Chase & Co., 1211 Avenue of the Americas, 41st Floor, New York, NY, at which meeting shareholders in the Merging Fund will be asked to consider and approve the proposed Reorganization Plan, certain transactions contemplated by the Reorganization Plan and certain other proposals. This Combined Prospectus/Proxy Statement constitutes the proxy statement of the Merging Fund for the meeting of its Shareholders and also constitutes MFT's prospectus for Surviving Fund Shares that have been registered with the Securities and Exchange Commission (the "Commission") and are to be issued in connection with the Reorganization. This Combined Prospectus/Proxy Statement, which should be retained for future reference, sets forth concisely the information about MFT and JPMIF that an investor should know before voting on the proposals. The current Prospectus, Statement of Additional Information and Annual Report for the Merging Fund (including the Annual Report of The Tax Exempt Money Market Portfolio) and the preliminary Prospectus and Statement of Additional Information and the current Annual Report and Semi-Annual Report of the Surviving Fund are incorporated herein by reference, and the preliminary Prospectus and current Annual Report and Semi-Annual Report for the Surviving Fund are enclosed with this Combined Prospectus/Proxy Statement. A Statement of Additional Information relating to this Combined Prospectus/ Proxy Statement dated May 16, 2001 containing additional information about MFT and JPMIF has been filed with the Commission and is incorporated by reference into this Combined Prospectus/Proxy Statement. A copy of the Statement of Additional Information, as well as the Prospectus, Statement of Additional Information and Annual Report of the Merging Fund (including the Annual Report of The Tax-Exempt Money Market Fund Portfolio) may be obtained without charge by writing to JPMIF at its address noted above or by calling 1-800-766-7722. This Combined Prospectus/Proxy Statement is expected to first be sent to shareholders on or about May 16, 2001. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS COMBINED PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS COMBINED PROSPECTUS/PROXY STATEMENT AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MFT OR JPMIF. INVESTMENTS IN THE SURVIVING FUND ARE SUBJECT TO RISK--INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NO SHARES IN THE SURVIVING FUND ARE BANK DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED BY, OBLIGATIONS OF, OR OTHERWISE SUPPORTED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. TABLE OF CONTENTS Page ----- INTRODUCTION...................................... 1 PROPOSAL 1: REORGANIZATION PLAN................... 1 SUMMARY........................................... 1 COMPARATIVE FEE AND EXPENSE TABLES................ 4 RISK FACTORS...................................... 5 INFORMATION RELATING TO THE PROPOSED REORGANIZATION................................... 6 INVESTMENT POLICIES............................... 9 PURCHASES, REDEMPTIONS AND EXCHANGES.............. 13 DISTRIBUTIONS AND TAXES........................... 15 COMPARISON OF THE MERGING FUND'S AND THE SURVIVING FUND'S ORGANIZATION STRUCTURE.................... 16 INFORMATION RELATING TO THE ADVISORY CONTRACTS AND OTHER SERVICES................................... 17 PROPOSAL 2: ELECTION OF TRUSTEES.................. 19 INFORMATION RELATING TO VOTING MATTERS............ 24 ADDITIONAL INFORMATION ABOUT MFT.................. 26 ADDITIONAL INFORMATION ABOUT JPMIF................ 26 FINANCIAL STATEMENTS AND EXPERTS.................. 26 OTHER BUSINESS.................................... 27 LITIGATION........................................ 27 SHAREHOLDER INQUIRIES............................. 27 APPENDIX A--AGREEMENT AND PLAN OF REORGANIZATION.................................. A-1 INTRODUCTION GENERAL This Combined Prospectus/Proxy Statement is being furnished to the shareholders of the Merging Fund, an open-end management investment company, in connection with the solicitation by the Board of Trustees of JPMIF of proxies to be used at a Special Meeting of Shareholders of the Merging Fund to be held on July 3, 2001 at 9:00 a.m., Eastern time, at the offices of J.P. Morgan Chase & Co., 1211 Avenue of the Americas, 41st Floor, New York, New York (together with any adjournments thereof, the "Meeting"). The Meeting will be a joint meeting with the meetings of shareholders of all series of JPMIF, which meetings are being called for purposes of considering proposals 1 and 2 above and certain other proposals not applicable to you. It is expected that the mailing of this Combined Prospectus/Proxy Statement will be made on or about May 16, 2001. PROPOSAL 1: REORGANIZATION PLAN At the Meeting, Merging Fund Shareholders will consider and vote upon the Agreement and Plan of Reorganization (the "Reorganization Plan") dated May 11, 2001 among JPMIF, on behalf of the Merging Fund, MFT, on behalf of the Surviving Fund (the Merging Fund and the Surviving Fund are collectively defined as the "Funds"), and J.P. Morgan Chase & Co. ("JPMC") pursuant to which all of the assets and liabilities of the Merging Fund will be transferred to the Surviving Fund in exchange for Surviving Fund Shares. As a result of the Reorganization, Merging Fund Shareholders will become shareholders of the Surviving Fund and will receive Surviving Fund Shares equal in value to their holdings in the Merging Fund on the date of the Reorganization. Further information relating to the Surviving Fund is set forth herein, and the Surviving Fund's preliminary Prospectus and current Annual Report and Semi-Annual Report are enclosed with this Combined Prospectus/Proxy Statement. THE JPMIF BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 1. VOTE REQUIRED Approval of the Reorganization Plan by the Merging Fund requires the affirmative vote of the lesser of (i) 67% or more of the voting shares of the Merging Fund present at the joint meeting if the holders of more than 50% of the outstanding voting shares of the Merging Fund are present or represented by proxy and (ii) more than 50% of all outstanding voting shares of the Merging Fund. If the Reorganization Plan is not approved by the Merging Fund Shareholders, the JPMIF Board will consider other appropriate courses of action. SUMMARY The following is a summary of certain information relating to the proposed Reorganization, the parties thereto and the transactions contemplated thereby, and is qualified by reference to the more complete information contained elsewhere in this Combined Prospectus/Proxy Statement, the Prospectus, Statement of Additional Information, and Annual Report of the Merging Fund (including the Annual Report of The Tax Exempt Money Market Portfolio), the preliminary Prospectus and Statement of Additional Information and current Annual and Semi-Annual Reports of the Surviving Fund, and the Reorganization Plan attached to this Combined Prospectus/Proxy Statement as Appendix A. PROPOSED REORGANIZATION Pursuant to the proposed Reorganization Plan, the Merging Fund will transfer all of its assets and liabilities to the Surviving Fund in exchange for shares of the Surviving Fund. Under the proposed Reorganization, each Merging Fund Shareholder will receive a number of Premier/Select Class Shares of the Surviving Fund with an aggregate net asset value equal on the date of the exchange to the aggregate net asset value of such shareholder's Merging Fund Shares on such date. Therefore, following the proposed Reorganization, Merging Fund Shareholders will be Surviving Fund Shareholders. See "Information Relating to the Proposed Reorganization." The Surviving Fund has investment objectives, policies and restrictions generally similar to the Merging Fund. 1 Based upon their evaluation of the relevant information presented to them, including an analysis of the operation of the Surviving Fund both before and after the Reorganization, the terms of the Reorganization Plan, the opportunity to combine the two Funds with similar investment objectives and policies, and the fact that the Reorganization will be tax-free, and in light of their fiduciary duties under federal and state law, the MFT Board and the JPMIF Board, including a majority of each Board's members who are not "interested persons" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"), have each determined that the proposed Reorganization is in the best interests of its respective Fund and its respective shareholders and that the interests of such shareholders will not be diluted as a result of such Reorganization. REASONS FOR THE REORGANIZATION The Reorganization is being proposed because each Fund's board believes it is in the best interests of its respective shareholders. CONCURRENT REORGANIZATION The Merging Fund currently invests all of its investable assets in The Tax-Exempt Money Market Portfolio (the "Master Portfolio"), which has identical investment objectives and policies as the Merging Fund and which is advised by JPMorgan Investment Management Inc. ("JPMIM"). J.P. Morgan Institutional Tax-Exempt Money Market Fund, a series of JPMIF, and J.P. Morgan Tax-Exempt Money Market Fund, a series of J.P. Morgan Funds, each have identical investment objectives and policies as the Merging Fund (the "Feeder Portfolios") and also currently invest all of their assets in the Master Portfolio. The Surviving Fund has entered into a substantially similar plan of reorganization with each Feeder Portfolio (collectively, the "Concurrent Reorganization"). If each of the Reorganization and the Concurrent Reorganization is approved by the shareholders of the Merging Fund, and each Feeder Portfolio, respectively, and certain other conditions are met, the Merging Fund and the Feeder Portfolios will be reorganized into the Surviving Fund and the Merging Fund and the Feeder Portfolios will no longer invest their assets in the Master Portfolio. The consummation of the Reorganization is contingent upon the simultaneous consummation of the Concurrent Reorganization. FEDERAL INCOME TAX CONSEQUENCES Simpson Thacher & Bartlett will issue an opinion (based on certain assumptions) as of the effective time of the Reorganization to the effect that the transaction will not give rise to the recognition of income, gain or loss for federal income tax purposes to the Merging Fund, the Surviving Fund or the shareholders of the Merging Fund. A shareholder's holding period and tax basis of Surviving Fund Shares received by a Shareholder of the Merging Fund will be the same as the holding period and tax basis of such shareholder's shares of the Merging Fund. In addition, the holding period and tax basis of those assets owned by the Merging Fund and transferred to the Surviving Fund will be identical for the Surviving Fund. See "Information Relating to the Proposed Reorganization--Federal Income Tax Consequences." INVESTMENT ADVISERS The investment adviser for the Master Portfolio (and therefore the assets of the Merging Fund and the Feeder Portfolios) is JPMIM. The investment adviser for the Surviving Fund is J.P. Morgan Fleming Asset Management (USA) Inc. ("JPMFAM"). JPMFAM and JPMIM are each wholly-owned subsidiaries of JPMC. JPMFAM will continue to serve as investment adviser following the Reorganization. INVESTMENT OBJECTIVES AND POLICIES The Surviving Fund's investment objective is to aim to provide the highest possible level of current income which is excluded from gross taxable income, while still preserving capital and maintaining liquidity. THE MERGING FUND'S INVESTMENT OBJECTIVE IS TO MAXIMIZE CURRENT INCOME THAT IS EXEMPT FROM FEDERAL INCOME TAX CONSISTENT WITH THE PRESERVATION OF CAPITAL AND SAME-DAY LIQUIDITY. See "Risk Factors" and "Investment Restrictions." The investment policies of the Surviving Fund are generally similar to those of the Merging Fund, although the Surviving Fund invests its assets directly in portfolio securities, while the Merging Fund invests its assets in the Master Portfolio, which in turn invests in portfolio securities. Under normal market conditions, the Surviving Fund will try to invest 100% of its assets in municipal obligations, the interest on which is excluded from gross income and which is not subject to the alternative minimum tax on individuals. As a fundamental policy, the Surviving Fund will invest at least 80% of its assets in municipal obligations. The remaining 20% of total assets may be invested in securities which are subject to federal income tax or the federal alternative minimum tax for individuals. Although the Surviving Fund is not diversified under the 2 1940 Act, it conducts its operations as though it was a diversified fund. THE MERGING FUND INVESTS PRIMARILY IN HIGH QUALITY MUNICIPAL OBLIGATIONS WHOSE INCOME IS EXEMPT FROM FEDERAL INCOME TAXES, BUT LIKE THE SURVIVING FUND MAY INVEST UP TO 20% (AND MAY EXCEED THIS LIMIT FOR DEFENSIVE PURPOSES) OF ITS TOTAL ASSETS IN SECURITIES SUBJECT TO FEDERAL, STATE OR LOCAL TAXES. Each Fund seeks to maintain a net asset value of $1.00 per share. PRINCIPAL RISKS OF INVESTING IN THE SURVIVING FUND The principal risk factors associated with an investment in the Surviving Fund are those typically associated with investing in a managed portfolio of money market securities. The Surviving Fund attempts to keep its net asset value at $1.00, although there is no guarantee it will be able to do so. In general, the value of a money market investment tends to fall when prevailing interest rates rise, although it tends to be less sensitive to interest rate changes than the value of longer-term securities. Under some circumstances, municipal obligations might not pay interest unless the state or municipal legislature authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. The Surviving 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. Investments in the Surviving Fund may not earn as high a current income as longer-term or lower-quality securities. See "Risk Factors." CERTAIN ARRANGEMENTS WITH SERVICE PROVIDERS ADVISORY SERVICES The investment adviser for the Surviving Fund is JPMFAM. JPMFAM oversees the asset management of the Surviving Fund. As compensation for its services, JPMFAM receives a management fee from the Surviving Fund at an annual rate of 0.10% of average daily net asset. The Merging Fund currently pays a management fee at an annual rate of 0.20% of the first $1 billion of average daily net assets and 0.10% of average daily net assets for assets over $1 billion. Following the Reorganization, JPMFAM will continue to manage the Surviving Fund's assets and will receive a fee at an annual rate of 0.10% of average daily net assets. OTHER SERVICES J.P. Morgan Fund Distributors, Inc. (the "Distributor") is the distributor for the Surviving Fund. The Chase Manhattan Bank ("Chase") serves as shareholder servicing agent, administrator, fund accountant and custodian, the Distributor serves as sub-administrator and DST Systems, Inc. ("DST") serves as transfer agent and dividend disbursing agent for the Surviving Fund. It is anticipated that prior to the consummation of the Reorganization, The Bank of New York ("BONY") will become the Surviving Fund's fund accountant and custodian. PricewaterhouseCoopers LLP serves as the Surviving Fund's independent accountants. ADMINISTRATOR As of August 11, 2001, Chase will receive an administration fee from the Surviving Fund of 0.10% of average daily net assets for complex wide money market fund assets up to $100 billion and 0.05% on assets in excess of $100 billion (currently such assets are less than $100 billion). The Merging Fund pays Morgan, its administrator, a fee at an effective rate of 0.048% of its average daily net assets. ORGANIZATION Each of MFT and JPMIF is organized as a Massachusetts business trust. The Merging Fund is organized as a series of JPMIF, and the Surviving Fund is organized as a series of MFT. PURCHASES, REDEMPTIONS AND EXCHANGES After the Reorganization, the procedures for making purchases, redemptions and exchanges of shares of the Surviving Fund will be as described in this Combined Prospectus/Proxy Statement and in the Surviving Fund's preliminary Prospectus and Statement of Additional Information. 3 COMPARATIVE FEE AND EXPENSE TABLES The table below shows (i) information regarding the fees and expenses paid by the Merging Fund for the most recent fiscal year that reflect current expense reimbursement arrangements; and (ii) estimated fees and expenses on a pro forma basis for the Surviving Fund after giving effect to the Reorganization and the Concurrent Reorganization. Under the Reorganization, holders of shares in the Merging Fund will receive Premier/Select Class Shares in the Surviving Fund. The Surviving Fund currently has four classes of shares (which will not be distributed to Merging Fund shareholders as a result of the Reorganization and, therefore, no information on these classes is shown in the table below): Reserves Class, Vista Class, Premier Class and Institutional Class. In connection with the Reorganization and Concurrent Reorganization, the Surviving Fund will rename the Vista Class "Morgan Class" and the Institutional Class "Agency Class", will rename the Premier Class "Premier/Select Class" and will introduce a new "Institutional Class" of shares. The table indicates that both contractual (pre-waiver) and actual (post-waiver) total expense ratio for current shareholders of the Merging Fund are anticipated to be less or stay the same for at least three years following the Reorganization. In addition, Chase, the Surviving Fund's administrator, has contractually agreed to waive certain fees and/or reimburse certain expenses to ensure that actual total operating expenses do not increase for three years after the Reorganization. THE MERGING FUND SHARES ----------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) Maximum Sales Charge (Load) when you buy shares, shown as % of the offering price None Maximum Deferred Sales Charge (Load) shown as lower of original purchase price or redemption proceeds None ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) Management Fees 0.14% Distribution (12b-1) Fees None Other Expenses 0.56% -------- Total Annual Fund Operating Expenses 0.70% Fee Waiver and Expense Reimbursement(1) 0.25% -------- Net Expenses 0.45% ======== - --------------------- (1) Reflects an agreement dated 3/01/01 by Morgan, an affiliate of JPMC, to reimburse the Merging Fund to the extent total operating expenses exceed 0.45% (excluding interest, taxes and extraordinary expenses) of the Merging Fund's average daily net assets through 2/28/02. 4 The table does not reflect charges or credits which investors might incur if they invest through a financial institution. THE SURVIVING FUND --------------------------- PRO FORMA WITH CONCURRENT REORGANIZATION --------------------------- PREMIER/SELECT CLASS SHARES --------------------------- SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) Maximum Sales Charge (Load) when you buy shares, shown as % of the offering price None Maximum Deferred Sales Charge (Load) Shown as lower of original purchase price or redemption proceeds None ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) Management Fees 0.10% Distribution (12b-1) Fees None Other Expenses 0.39% ---- Total Annual Fund Operating Expenses 0.49% ---- Fee Waivers and Expense Reimbursements(1) 0.04% Net Expenses 0.45% ==== - --------------------- (1) Reflects an agreement by Chase, an affiliate of JPMC, to reimburse the Surviving Fund to the extent operating expenses (excluding interest, taxes, extraordinary expenses and expenses related to the deferred compensation plan) exceed 0.45% of average daily net assets for three years after the Reorganization. The table does not reflect charges or credits which investors might incur if they invest through a financial institution. EXAMPLE: This example helps investors compare the cost of investing in the Funds with the cost of investing in other mutual funds. The example assumes: - you invest $10,000; - you sell all of your shares at the end of each period; - your investment has a 5% return each year; and - you pay net expenses for three years after the Reorganization and total annual operating expenses thereafter as indicated in the table above. Although actual costs may be higher or lower, based upon these assumptions your costs would be: 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- THE MERGING FUND $ 46 $199 $365 $ 847 PRO FORMA THE SURVIVING FUND WITH CONCURRENT REORGANIZATION Premier/Select Shares $ 46 $144 $262 $ 604 RISK FACTORS The following discussion highlights the principal risk factors associated with an investment in the Surviving Fund. The Surviving Fund generally has investment policies and investment restrictions similar to those of the Merging Fund. Therefore, there should be similarities between the risk factors associated with the Surviving Fund and the Merging Fund. This discussion is qualified in its entirety by the more extensive discussion of risk factors set forth in the Prospectus and Statement of Additional Information of the Surviving Fund, which are incorporated herein by reference. The Surviving Fund attempts to keep its net asset value constant, but there is no guarantee it will be able to do so. Investments in the Surviving Fund are not bank deposits or obligations of, or guaranteed or endorsed by, Chase or any of its affiliates and are not insured by the FDIC, the Federal Reserve Board or 5 any other government agency. Although the Surviving Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Surviving Fund. The value of a money market investment tends to fall when prevailing interest rates rise, although it tends to be generally less sensitive to interest rate changes than the value of longer-term securities. Changes in a municipality's financial health may make it difficult for the municipality to make interest and principal payments when due. A number of municipalities have had significant financial problems recently. This could decrease the Surviving Fund's income or hurt its ability to preserve capital and liquidity. Under some circumstances, municipal obligations might not pay interest unless the state or municipal legislature authorizes money for that purpose. Some securities, including municipal lease obligations, carry additional risks. For example, they may be difficult to trade or interest payments may be tied only to a specific stream of revenue. Since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to the Surviving Fund could increase if the banking or financial sector suffers an economic downturn. Interest on certain municipal obligations is subject to the federal alternative minimum tax. Normally, up to 20% of the Surviving Fund's total assets may be invested in securities that are subject to this tax. Consult your tax professional for more information. The Surviving Fund may invest in municipal obligations backed by foreign institutions. This could carry more risk than securities backed by U.S. institutions because of political and economic instability, the imposition of government controls, or regulations that don't match U.S. standards. THE MERGING FUND GENERALLY DOES NOT INVEST IN THOSE SECURITIES. Although the Surviving Fund is not a diversified fund under the 1940 Act it conducts its operations as though it were a diversified fund. A non-diversified fund is more susceptible to economic problems among the institutions issuing the securities. In addition, more than 25% of the Surviving Fund's assets may be invested in securities which rely on similar projects for their income stream. As a result, the Fund could be more susceptible to developments which affect those projects. THE MERGING FUND IS A DIVERSIFIED FUND UNDER THE 1940 ACT. Although the Surviving Fund seeks to be fully invested, it may at times hold some of its assets in cash, which could hurt the Fund's performance. Securities in the Fund's portfolio may not earn as high a current income as longer term or lower-quality securities. INFORMATION RELATING TO THE PROPOSED REORGANIZATION GENERAL The terms and conditions under which the Reorganization may be consummated are set forth in the Reorganization Plan. Significant provisions of the Reorganization Plan are summarized below; however, this summary is qualified in its entirety by reference to the Reorganization Plan, a copy of which is attached as Appendix A to this Combined Prospectus/Proxy Statement and which is incorporated herein by reference. DESCRIPTION OF THE REORGANIZATION PLAN In connection with the Reorganization and the Concurrent Reorganization, the Merging Fund and the Feeder Portfolios will cease investing in the Master Portfolio. The Reorganization Plan provides that at the Effective Time (as defined in the Reorganization Plan) of the Reorganization, the assets and liabilities of the Merging Fund will be transferred to and assumed by the Surviving Fund. In exchange for the transfer of the assets and the assumption of the liabilities of the Merging Fund, MFT will issue at the Effective Time of the Reorganization full and fractional Premier/Select Class Shares of the Surviving Fund equal in aggregate dollar value to the aggregate net asset value of full and fractional outstanding shares of the Merging Fund as determined at the valuation time specified in the Reorganization Plan. The Reorganization Plan provides that the Merging Fund will declare a dividend or dividends prior to the Effective Time of the Reorganization which, together with all previous dividends, will have the effect of distributing to Merging Fund Shareholders all undistributed net investment income earned and net capital gain realized up to and including the Effective Time of the Reorganization. Following the transfer of assets to, and the assumption of the liabilities of the Merging Fund by, the Surviving Fund, the Merging Fund will distribute Surviving Fund Shares received by it to the Merging Fund Shareholders in liquidation of the Merging Fund. Each Merging Fund Shareholder at the Effective Time of 6 the Reorganization will receive an amount of Premier/Select Class Shares with a total net asset value equal to the net asset value of their Merging Fund Shares plus the right to receive any dividends or distributions which were declared before the Effective Time of the Reorganization but that remained unpaid at that time with respect to the shares of the Merging Fund. The Surviving Fund expects to maintain most of the portfolio investments of the Merging Fund in light of the similar investment policies of the Merging Fund and the Surviving Fund. After the Reorganization, all of the issued and outstanding shares of the Merging Fund shall be canceled on the books of the Merging Fund and the stock transfer books of the Merging Fund will be permanently closed. The Reorganization is subject to a number of conditions, including without limitation: approval of the Reorganization Plan and the transactions contemplated thereby described in this Combined Prospectus/Proxy Statement by the Merging Fund Shareholders; the receipt of a legal opinion from Simpson Thacher & Bartlett with respect to certain tax issues, as more fully described in "Federal Income Tax Consequences" below; and the parties' performance in all material respects of their respective agreements and undertakings in the Reorganization Plan. Assuming satisfaction of the conditions in the Reorganization Plan, the Effective Time of the Reorganization will be on September 1, 2001 or such other date as is agreed to by the parties. In addition, the consummation of the Reorganization is contingent upon the consummation of the Concurrent Reorganization. The expenses of the Funds in connection with the Reorganization will be borne by JPMC. The Reorganization Plan and the Reorganization described herein may be abandoned at any time prior to the Effective Time of the Reorganization by either party if a material condition to the performance of such party under the Reorganization Plan or a material covenant of the other party is not fulfilled by the date specified in the Reorganization Plan or if there is a material default or material breach of the Reorganization Plan by the other party. In addition, either party may terminate the Reorganization Plan if its trustees determine that proceeding with the Reorganization Plan is not in the best interests of their Fund's shareholders. BOARD CONSIDERATIONS The JPMIF Board met on January 23 and 24 and on March 26 and 27, 2001 and the MFT Board met on February 22 and April 3, 2001, and each considered and discussed the proposed Reorganization. The Trustees of each Board discussed the advantages of reorganizing the Merging Fund into the Surviving Fund. The Board of each trust has determined that it is in the best interests of its Fund's shareholders to combine the Merging Fund with the Surviving Fund. This Reorganization is part of the general integration of the J.P. Morgan and former Chase Vista funds into a single mutual fund complex. In reaching the conclusion that the Reorganization is in the best interests of the Fund's shareholders, each Board considered a number of factors including, among others: the terms of the Reorganization Plan; a comparison of each Fund's historical and projected expense ratios; the comparative investment performance of the Merging Fund and the Surviving Fund; the anticipated effect of such Reorganization on the relevant Fund and its shareholders; the investment advisory services supplied by the Surviving Fund's investment adviser; the management and other fees payable by the Surviving Fund; the similarities and differences in the investment objectives and policies of the Merging Fund and the Surviving Fund; and the recommendations of the relevant Fund's current investment adviser with respect to the proposed Reorganization. In addition, the Merging Fund's Board took into account that, notwithstanding the fact that the Surviving Fund pays a higher administration fee than the Merging Fund, Morgan agreed to cap the total expenses as set forth in the expense table above and to institute a breakpoint in the administration fee from 0.10% of average daily net assets for complex wide money market fund assets up to $100 billion to 0.05% on assets in excess of $100 billion (currently such assets are less than $100 billion). The Merging Fund pays its administrator, Morgan, a fee at an effective rate of 0.048% of its average daily net assets. Each Board also considered additional benefits expected to arise out of the integration of the J.P. Morgan and Chase Vista mutual fund complexes. Among these benefits, the Boards considered: (1) Surviving Fund shareholders would be able to exchange into a larger number and greater variety of funds; (2) the administrator's intent to enhance its ability effectively to monitor and oversee the quality of all Fund service providers, including the investment adviser, distributor, custodian and transfer agent; (3) the administrator's undertaking to waive fees or reimburse the Surviving Fund's expenses in order that the total expense ratio of 7 each share class of the Merging Fund does not increase during the period specified in the expense table; (4) the fact that all costs and expenses of the Reorganization would be borne by JPMC; and (5) the fact that the Reorganization would constitute a tax-free reorganization. After considering the foregoing factors, together with such information as it believed to be relevant, and in light of its fiduciary duties under federal and state law, each Board determined that the proposed Reorganization is in the best interests of the applicable Fund and its shareholders, determined the interests of the shareholders would not be diluted as a result of the Reorganization, approved the Reorganization Plan and directed that the Reorganization Plan be submitted to the Merging Fund Shareholders for approval. THE JPMIF BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL. The JPMIF Board has not determined what action the Merging Fund will take in the event Shareholders do not approve the Reorganization Plan or for any reason the Reorganization is not consummated. In either such event, the Board will consider other appropriate courses of action. INFORMATION RELATING TO CONCURRENT REORGANIZATION The terms and conditions under which the Concurrent Reorganization may be consummated are set forth in reorganization plans which are substantially similar to the Reorganization Plan you are considering. As a result of the Reorganization and the Concurrent Reorganization, the Merging Fund and the Feeder Portfolios will no longer invest their assets in the Master Portfolio. The consummation of the Reorganization is contingent upon the simultaneous consummation of the Concurrent Reorganization. FEDERAL INCOME TAX CONSEQUENCES Consummation of the Reorganization is subject to the condition that JPMIF receive an opinion from Simpson Thacher & Bartlett to the effect that for federal income tax purposes: (i) the transfer of all of the assets and liabilities of the Merging Fund to the Surviving Fund in exchange for the Surviving Fund Shares and the liquidating distributions to shareholders of the Surviving Fund Shares so received, as described in the Reorganization Plan, will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and with respect to the Reorganization, the Merging Fund and the Surviving Fund will each be considered "a party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Merging Fund as a result of such transaction; (iii) no gain or loss will be recognized by the Surviving Fund as a result of such transaction; (iv) no gain or loss will be recognized by the Merging Fund Shareholders on the distribution to the Merging Fund Shareholders of the Surviving Fund Shares solely in exchange for their Merging Fund Shares; (v) the aggregate basis of shares of the Surviving Fund received by a shareholder of the Merging Fund will be the same as the aggregate basis of such Merging Fund Shareholder's Merging Fund Shares immediately prior to the Reorganization; (vi) the basis of the Surviving Fund in the assets of the Merging Fund received pursuant to such transaction will be the same as the basis of such assets in the hands of the Merging Fund immediately before such transaction; (vii) a Merging Fund Shareholder's holding period for the Surviving Fund Shares will be determined by including the period for such each Merging Fund Shareholder held the Merging Fund Shares exchanged therefor, provided that the Merging Fund Shareholder held such Merging Fund Shares as a capital asset; and (viii) the Surviving Fund's holding period with respect to the assets received in the Reorganization will include the period for which such assets were held by the Merging Fund. JPMIF has not sought a tax ruling from the Internal Revenue Service (the "IRS"), but is acting in reliance upon the opinion of counsel discussed in the previous paragraph. That opinion is not binding on the IRS and does not preclude the IRS from adopting a contrary position. Shareholders should consult their own advisers concerning the potential tax consequences to them, including state and local income taxes. CAPITALIZATION Because the Merging Fund will be combined with the Surviving Fund in the Reorganization as well as other funds as a result of the Concurrent Reorganization, the total capitalization of the Surviving Fund after the Reorganization and the Concurrent Reorganization is expected to be greater than the current capitalization of the Merging Fund. The following table sets forth as of February 28, 2001: (i) the capitalization of the Merging Fund; (ii) the capitalization of the Surviving Fund; and (iii) the pro forma capitalization of the Surviving Fund as adjusted to give effect to the Reorganization and the Concurrent Reorganization. There is, of course, no assurance that the Reorganization and the Concurrent 8 Reorganization will be consummated. Moreover, if consummated, the capitalizations of the Surviving Fund and the Merging Fund are likely to be different at the Effective Time of the Reorganization as a result of fluctuations in the value of portfolio securities of each Fund and daily share purchase and redemption activity in each Fund. The Surviving Fund currently has four classes of shares: Reserves Class, Vista Class, Premier Class and Institutional Class. In connection with the Reorganization, the Surviving Fund will rename the Vista Class "Morgan Class", will rename the Premier Class the "Premier/Select Class" and the Institutional Class "Agency Class" and will introduce a new "Institutional Class" of shares. CAPITALIZATION PRO FORMA WITH CONCURRENT REORGANIZATION AMOUNTS IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS BENEFICIAL NET ASSET INTEREST SHARES VALUE PER OUTSTANDING OUTSTANDING NET ASSETS SHARE ----------- ----------- ---------- --------- J.P. MORGAN FUNDS Tax Exempt Money Market 2,042,586 -- $2,042,446 $1.00 Tax Exempt Institutional Money Market 1,212,073 -- 1,212,020 1.00 Tax Exempt Institutional Service Money Market (Merging Fund) 49,536 -- 49,536 1.00 JPMORGAN TAX FREE MONEY MARKET Institutional Shares (renamed Agency) -- 704,931 703,855 1.00 Premier Shares (renamed Premier/Agency) -- 99,025 99,153 1.00 Vista Shares (renamed Morgan) -- 972,428 972,844 1.00 Reserves Shares -- 1 1 1.00 PRO FORMA THE SURVIVING FUND COMBINED WITH CONCURRENT REORGANIZATION Institutional Shares -- 1,212,073 1,212,020 1.00 Agency Shares -- 704,931 703,855 1.00 Premier/Select Shares -- 2,191,147 2,191,135 1.00 Morgan Shares -- 972,429 972,845 1.00 INVESTMENT POLICIES The following discussion summarizes some of the investment policies of the Surviving Fund. Except as noted below, the Merging Fund generally has similar investment policies to those of the Surviving Fund. This section is qualified in its entirety by the discussion in the preliminary Prospectus and Statement of Additional Information of the Surviving Fund, which are incorporated herein by reference. OBJECTIVE The Surviving Fund's investment objective is to aim to provide the highest possible level of current income which is excluded from gross income, while still preserving capital and maintaining liquidity. THE MERGING FUND'S INVESTMENT OBJECTIVE IS TO MAXIMIZE CURRENT INCOME THAT IS EXEMPT FROM FEDERAL INCOME TAX CONSISTENT WITH THE PRESERVATION OF CAPITAL AND SAME-DAY LIQUIDITY. The Surviving Fund cannot change its objective without shareholder approval. THE MERGING FUND MAY CHANGE ITS OBJECTIVE WITHOUT SUCH APPROVAL. SHAREHOLDERS OF THE SURVIVING FUND CURRENTLY ARE CONSIDERING A PROPOSAL THAT, IF PASSED AT A SHAREHOLDER MEETING TO BE HELD THE SAME DAY AS THE MEETING OF THE MERGING FUND, WOULD ALLOW THE SURVIVING FUND TO CHANGE ITS OBJECTIVE WITHOUT SHAREHOLDER APPROVAL. MAIN INVESTMENT STRATEGIES The Surviving Fund invests its assets directly in portfolio securities. THE MERGING FUND INVESTS ITS ASSETS IN THE MASTER PORTFOLIO, WHICH IN TURN INVESTS IN PORTFOLIO SECURITIES. 9 Under normal market conditions, the Surviving Fund will try to invest 100% of its assets in municipal obligations, the interest on which is excluded from gross income and which is not subject to the alternative minimum tax on individuals. Municipal obligations generally are those issued by the states, territories and possessions of the United States and the District of Columbia, by their political subdivisions and by duly constituted authorities and corporations. THE MERGING FUND INVESTS PRIMARILY IN HIGH QUALITY MUNICIPAL OBLIGATIONS WHOSE INCOME IS EXEMPT FROM FEDERAL INCOME TAXES. As a fundamental policy (which means it cannot be changed without a shareholder vote), the Surviving Fund will invest at least 80% of its assets in municipal obligations. The remaining 20% of total assets may be invested in securities which are subject to federal income tax or the federal alternative minimum tax for individuals. To temporarily defend its assets, the Surviving Fund may exceed this limit. The Surviving Fund seeks to maintain a net asset value of $1.00 per share. The Surviving Fund may also invest in municipal lease obligations. These provide participation in municipal lease agreements and installment purchase contracts. The Surviving Fund invests only in securities issued and payable in U.S. dollars. Each investment must have the highest possible short-term rating from at least two national rating organizations, or one such rating if only one organization rates that security. Alternatively, some securities may have additional third party guarantees in order to meet the rating requirements mentioned above. If the security is not rated, it must be considered of comparable quality by JPMFAM. The dollar-weighted average maturity of the Surviving Fund will be 90 days or less and the Fund will buy only those investments which have remaining maturities of 397 days or less. The Surviving Fund seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers. INVESTMENT RESTRICTIONS The Surviving Fund and the Merging Fund have each adopted the following investment restrictions which may not be changed without approval by a "majority of the outstanding shares" of a Fund, which means the vote of the lesser of (i) 67% or more of the voting shares of a Fund present at a meeting, if the holders of more than 50% of the outstanding voting shares of a Fund are present or represented by proxy, and (ii) more than 50% of the outstanding voting shares of a Fund. SURVIVING FUND MERGING FUND - -------------------------------------------------- -------------------------------------------------- Although the Surviving Fund is not diversified The Merging Fund may not make any investment under the 1940 Act, it conducts its operations as inconsistent with its classification as a though it was a diversified fund and is subject to diversified investment company under the 1940 Act. a similar non-fundamental restriction. The Surviving Fund may not purchase the securities The Merging Fund may not purchase any security of any issuer (other than securities issued or that would cause it to concentrate its investments guaranteed by the U.S. government or any of its in the securities of issuers primarily engaged in agencies or instrumentalities, or repurchase any particular industry except as permitted by the agreements secured thereby) if, as a result, more Commission. than 25% of the Surviving Fund's total assets would be invested in the securities of companies whose principal business activities are in the same industry. Notwithstanding the foregoing, (i) with respect to the Surviving Fund's permissible futures and options transactions in U.S. Government securities, positions in such options and futures shall not be subject to this restriction; (ii) the Surviving Fund may invest more than 25% of its total assets in obligations issued by banks, including U.S. banks and (iii) the Surviving Fund may invest more than 25% of its assets in municipal obligations secured by bank letters of credit or guarantees, including participation certificates. 10 SURVIVING FUND MERGING FUND - -------------------------------------------------- -------------------------------------------------- The Surviving Fund may not borrow money, except The Merging Fund may not borrow money, except to for temporary or emergency purposes, or by the extent permitted by applicable law. engaging in reverse repurchase transactions, in an amount not exceeding 33% of the value of its total assets at the time when the loan is made and may pledge, mortgage or hypothecate no more than 1/3 of its net assets to secure such borrowings. Any borrowings representing more than 5% of the Surviving Fund's total assets must be repaid before the Surviving Fund may make additional investments. The Surviving Fund may not purchase or sell The Merging Fund may not purchase or sell physical commodities unless acquired as a result commodities or commodity contracts unless acquired of ownership of securities or other instruments as a result of ownership of securities or other but this shall not prevent the Fund from (i) instruments issued by persons that purchase or purchasing or selling options and futures sell commodities or commodities contracts; but contracts or from investing in securities or other this shall not prevent the Merging Fund from instruments backed by physical commodities or (ii) purchasing, selling and entering into financial engaging in forward purchases or sales of foreign futures contracts (including futures contracts on currencies or securities. indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments that are not related to physical commodities. The Surviving Fund may not make loans, except that The Merging Fund may make loans to other persons, the Surviving Fund may: (i) purchase and hold debt in accordance with the Fund's investment objective instruments (including without limitation, bonds, and policies and to the extent permitted by notes, debentures or other obligations and applicable law. certificates of deposit, bankers' acceptances and fixed time deposits) in accordance with its investment objectives and policies; (ii) enter into repurchase agreements with respect to portfolio securities; and (iii) lend portfolio securities with a value not in excess of one-third of the value of its total assets. SHAREHOLDERS OF THE SURVIVING FUND CURRENTLY ARE CONSIDERING A PROPOSAL THAT, IF PASSED AT A SHAREHOLDER MEETING TO BE HELD THE SAME DAY AS THE MEETING OF THE MERGING FUND, WOULD ADOPT A FUNDAMENTAL INVESTMENT RESTRICTION REGARDING LOANS THAT IS IDENTICAL TO THE MERGING FUND'S RESTRICTION. Neither Fund may issue senior securities, except as permitted under the 1940 Act or any rule, order or interpretation thereunder. Neither Fund may underwrite securities of other issuers, except to the extent that the Fund, in disposing of portfolio securities, may be deemed an underwriter within the meaning of the Securities Act of 1933, as amended. Neither Fund may purchase or sell real estate (including, for the Surviving Fund, real estate limited partnerships), except that, to the extent permitted by applicable law, each Fund may (a) invest in securities or other instruments directly or indirectly secured by real estate and (b) invest in securities or other instruments issued by issuers that invest in real estate. Notwithstanding any other investment policy or restriction, the Surviving Fund may seek to achieve its investment objective by investing all of its investable assets in another investment company having substantially the same investment objective and policies as the Surviving Fund. The Merging Fund is not subject to a similar fundamental restriction. The Merging Fund currently invests all of its investable assets in 11 the Master Portfolio. Following the Reorganization, the Surviving Fund will invest directly in portfolio securities. NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. The investment restrictions described below are not fundamental policies of the Surviving Fund and/or the Merging Fund and may be changed by their respective Trustees. SURVIVING FUND MERGING FUND - -------------------------------------------------- -------------------------------------------------- The Surviving Fund may not invest more than 10% of The Merging Fund may not acquire any illiquid its net assets in illiquid securities. For securities, such as repurchase agreements with purposes of this non-fundamental restriction, more than seven days to maturity or fixed time "illiquid securities" include securities deposits with a duration of over seven calendar restricted as to resale unless they are determined days, if as a result thereof, more than 10% of the to be readily marketable in accordance with the market value of the Merging Fund's total assets procedures established by the Board of Trustees. would be in investments which are illiquid. The Surviving Fund may not make short sales of The Merging Fund may not purchase securities on securities, other than short sales "against the margin, make short sales of securities, or box," or purchase securities on margin except for maintain a short position, provided that this short-term credits necessary for clearance of restriction shall not be deemed to be applicable portfolio transactions, provided that this to the purchase or sale of when-issued or delayed restriction will not be applied to limit the use delivery securities. of options, futures contracts and related options, in the manner otherwise permitted by the investment restrictions, policies and investment program of the Fund. The Surviving Fund has no current intention of making short sales against the box. The Surviving Fund may not, with respect to 50% of The Merging Fund is not subject to a similar non- its assets, hold more than 10% of the outstanding fundamental restriction. voting issuer. The Surviving Fund may invest up to 5% of its The Merging Fund may not acquire securities of total assets in the securities of any one other investment companies, except as permitted by investment company, but may not own more than 3% the 1940 Act or any order pursuant thereto. of the securities of any one investment company or invest more than 10% of its total assets in the securities of other investment companies. The Surviving Fund may not purchase or sell The Merging Fund is not subject to a similar non- interests in oil, gas or mineral leases. fundamental restriction. The Surviving Fund may not write, purchase or sell The Merging Fund is not subject to a similar non- any put or call option or any combination thereof, fundamental restriction. provided that this shall not prevent (i) the writing, purchasing or selling of puts, calls or combinations thereof with respect to portfolio securities or (ii) with respect to the Surviving Fund's permissible futures and options transactions, the writing, purchasing, ownership, holding or selling of futures and options positions or of puts, calls or combinations thereof with respect to futures. The Surviving Fund will not invest more than 25% The Merging Fund is not subject to a similar non- of its total assets in obligations issued by fundamental restriction. foreign banks (other than foreign branches of U.S. banks) or obligations secured by letters of credit or guarantees from such banks. 12 SURVIVING FUND MERGING FUND - -------------------------------------------------- -------------------------------------------------- The Surviving Fund is not subject to a similar The Merging Fund may not borrow money, except from non-fundamental restriction, although it is banks for temporary, extraordinary or emergency subject to the fundamental restriction regarding purposes and then only in amounts up to 10% of the borrowing described above. value of the Fund's total assets, taken at cost at the time of such borrowing; or mortgage, pledge, or hypothecate any assets except in connection with any such borrowing in amounts up to 10% of the value of the Fund's net assets at the time of such borrowing. The Fund will not purchase securities while borrowings exceed 5% of the Fund's total assets; provided, however, that the Fund may increase its interest in an open-end management investment company with the same investment objective and restrictions as the Fund while such borrowings are outstanding. This borrowing provision, for example, facilitates the orderly sale of portfolio securities in the event of abnormally heavy redemption requests or in the event of redemption requests during periods of tight market supply. This provision is not for leveraging purposes. The Surviving Fund is not subject to a similar The Merging Fund may not purchase industrial non-fundamental restriction. revenue bonds if, as a result of such purchase, more than 5% of total Fund assets would be invested in industrial revenue bonds where payment of principal and interest are the responsibility of companies with fewer than three years of operating history. For purposes of the Surviving Fund's investment restrictions, the issuer of a tax-exempt security is deemed to be the entity (public or private) ultimately responsible for the payment of the principal of and interest on the security. As a non-fundamental operating policy, the Surviving Fund will not invest in obligations secured by letters of credit or guarantees from foreign banks (other than foreign branches of U.S. banks) if, after giving effect to such investment, the value attributable to such letters of credit or guarantees, as determined by JPMFAM, would exceed 25% of the Fund's total assets. There will be no violation of any investment restriction if that restriction is complied with at the time the relevant action is taken notwithstanding a later change in market value of an investment, in net or total assets, in the securities rating of the investment, or any other later change. PURCHASES, REDEMPTIONS AND EXCHANGES Following the Reorganization, the procedures for purchases, redemptions and exchanges of shares will be those of the Surviving Fund, which are generally similar to those of the Merging Fund. The following discussion applies to Premier/Select Class Shares. This section is qualified in its entirety by the discussion in the preliminary Prospectus and Statement of Additional Information of the Surviving Fund, which are incorporated herein by reference. BUYING SURVIVING FUND SHARES THE FOLLOWING DISCUSSION APPLIES TO PURCHASES OF PREMIER/SELECT CLASS SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION. The price shareholders pay for their shares is the net asset value per share (NAV). NAV is the value of everything the Surviving Fund owns, minus everything it owes, divided by the number of shares held by investors. The Surviving Fund seeks to maintain a stable NAV of $1.00. The Surviving Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different from the price the Surviving Fund would receive if it sold the investment. 13 The NAV of each class of shares is generally calculated as of 12:00 p.m. Eastern time each day the Surviving Fund is accepting purchase orders. A shareholder will pay the next NAV calculated after the JPMorgan Funds Service Center (the "Center") receives that shareholder's order in proper form. An order is in proper form only after payment is converted into federal funds. The Center accepts purchase orders on any business day that the Federal Reserve Bank of New York and the New York Stock Exchange are open. If an order is sent in proper form by the Surviving Fund's cut-off time (or such other time as determined by your financial intermediary), it will be processed at that day's price and you will be entitled to all dividends declared on that day. If your order is received after the cut-off time, it generally will be processed at the next day's price. If you pay by check before the cut-off time, your order generally will be processed the next day the Surviving Fund is open for business. Normally, the cut-off (in Eastern time) is 12:00 p.m. A later cut-off time may be permitted for investors buying their shares through Chase or a bank affiliate of Chase so long as such later cut-off time is before the Surviving Fund's NAV is calculated. If you buy through an agent and not directly from the Center, the agent could set earlier cut-off times. The Surviving Fund can set an earlier cut-off time if the Public Securities Association recommends that the U.S. Government securities market close trading early. You must provide a Taxpayer Identification Number when you open an account. The Surviving Fund has the right to reject any purchase order for any reason. The investment minimum for Premier/Select Class Shares is $100,000. Purchase orders will be canceled if a check does not clear and the investor will be responsible for any expenses and losses to the Fund. Orders by wire will be canceled if the Center does not receive payment by 12:00 p.m., Eastern time, on the day the shareholder buys. Shareholders seeking to buy Premier/Select Class Shares through an investment representative should instruct their representative to contact the Fund. Such representatives may charge investors a fee and may offer additional services, such as special purchase and redemption programs, "sweep" programs, cash advances and redemption checks. Such representative may set different minimum investments and earlier cut-off times. SELLING SURVIVING FUND SHARES THE FOLLOWING DISCUSSION APPLIES TO SALES OF THE PREMIER/SELECT CLASS SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION. Shares of the Surviving Fund may be sold on any day the Center is open for trading, either directly to the Fund or through an investment representative. Shareholders of the Surviving Fund will receive the next NAV calculated after the Center accepts his or her sale order. Under normal circumstances, if a request is received before the cut-off time, the Surviving Fund will send the proceeds the same business day. An order to sell shares will not be accepted if the Surviving Fund has not collected payment for the shares. The Surviving Fund may stop accepting orders to sell and may postpone payments for more than seven days, only when permitted by federal securities laws. A shareholder who purchased through an investment representative or through a financial service firm, should contact that representative, who will send the necessary documents to the Center. The representative might charge a fee for this service. Shareholders may also sell their shares by contacting the Center directly by calling 1-800-622-4273 or contact your financial intermediary. EXCHANGING SURVIVING FUND SHARES THE FOLLOWING DISCUSSION APPLIES TO EXCHANGES OF PREMIER/SELECT CLASS SHARES THAT YOU MIGHT MAKE AFTER THE REORGANIZATION. Premier/Select Class Shares of the Surviving Fund may be exchanged for Premier/Select shares of the same class in certain other JPMorgan Funds. For tax purposes, an exchange is treated as a sale of those shares. Shareholders should carefully read the prospectus of the fund into which they want to exchange. Shareholders who exchange must meet any minimum investment requirements and may have to pay a sales commission. 14 The exchange privilege is not a means of short-term trading as this could increase management cost and affect all shareholders of the Surviving Fund. The Surviving Fund reserves the right to limit the number of exchanges or refuse an exchange. Each exchange privilege may also be terminated. The Surviving Fund charges an administration fee of $5 for each exchange if an investor makes more than 10 exchanges in a year or three in a quarter. OTHER INFORMATION CONCERNING THE SURVIVING FUND For Premier/Select Class Shares, if the balance falls below the applicable investment minimum for 30 days as a result of selling shares (and not because of performance), then the Surviving Fund reserves the right to request that you buy more shares or close your account. At least 60 days' notice will be given before closing the account. Unless a shareholder indicates otherwise on his or her account application, the Surviving Fund is authorized to act on redemption and transfer instructions received by phone. If someone trades on an account by phone, the Surviving Fund will ask that person to confirm the account registration and address to make sure they match those in the Fund records. If they do correspond, the Surviving Fund is generally authorized to follow that person's instructions. The Surviving Fund will take all reasonable precautions to confirm that the instructions are genuine. Investors agree that they will not hold the Surviving Fund liable for any loss or expenses from any sales request, if the Fund takes reasonable precautions. The Surviving Fund will be liable for any losses to a shareholder from an unauthorized sale or fraud against such shareholder if the Fund does not follow reasonable procedures. It may not always be possible to reach the Center by telephone. This may be true at times of unusual market changes and shareholder activity. In that event, shareholders can mail instructions to the Surviving Fund or contact their investment representative or agent. The Surviving Fund may modify or cancel the sale of shares by phone without notice. MFT, on behalf of the Surviving Fund, has entered into agreements with certain shareholder servicing agents (including Chase) under which the shareholder servicing agents agree to provide certain support services to their customers. For performing these services, each shareholder servicing agent will receive an annual fee of up to 0.25% of the average daily net assets of the Premier/Select Class Shares held by investors serviced by the shareholder servicing agent. JPMFAM and/or the Distributor 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 Surviving Fund issues multiple classes of shares. 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 Surviving Fund shares may receive a different amount for each class. DISTRIBUTIONS AND TAXES The Surviving Fund can earn income and realize capital gain. The Surviving Fund will deduct from these earnings any expenses and then pay to shareholders the distributions. The Surviving Fund declares dividends daily and distributes any net investment income at least monthly. Net capital gain is distributed annually. You have two options for your Surviving Fund distributions. You may: - reinvest all of them in additional Fund shares; or - take all distributions in cash or as a deposit in a pre-assigned bank account. If you don't notify us otherwise, we'll reinvest all distributions. If your distributions are reinvested, they will be in the form of shares of the same class. The taxation of dividends won't be affected by the form in which you receive them. Dividends of net investment income are usually taxable as ordinary income at the federal, state and local levels. Dividends of tax-exempt interest income by the Surviving Fund are not subject to federal income taxes but will generally be subject to state and local taxes. 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. 15 If you receive distributions of net capital gain, the tax rate will be based on how long the Surviving 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. Early in each calendar year, the Surviving Fund will send its shareholders a notice showing the amount of distributions received in the preceding year and the tax status of those distributions. The above is only a general summary of tax implications of investing in the Surviving Fund. Shareholders should consult their tax advisors to see how investing in the Surviving Fund will affect their own tax situation. COMPARISON OF THE MERGING FUND'S AND THE SURVIVING FUND'S ORGANIZATION STRUCTURE There are no material differences in the organizational structure of the Merging Fund and the Surviving Fund. Set forth below are descriptions of the structure, voting rights, shareholder liability and the liability of Trustees. STRUCTURE OF THE MERGING FUND The Merging Fund is organized as a series of JPMIF, which is organized under the law of the Commonwealth of Massachusetts. As a Massachusetts business trust, JPMIF's operations are governed by JPMIF's Declaration of Trust and By-Laws and applicable Massachusetts law. The operations of the Merging Fund are also subject to the provisions of the 1940 Act and the rules and regulations thereunder. STRUCTURE OF THE SURVIVING FUND The Surviving Fund is organized as a series of MFT, which is organized under the law of the Commonwealth of Massachusetts. As a Massachusetts business trust, MFT's operations are governed by MFT's Declaration of Trust and By-Laws and applicable Massachusetts law. The operations of the Surviving Fund are also subject to the provisions of the 1940 Act and the rules and regulations thereunder. TRUSTEES AND OFFICERS Subject to the provisions of its trust documents, the business of the Merging Fund is managed by JPMIF's Trustees and the business of the Surviving Fund is managed by MFT's Trustees, who serve indefinite terms and have all powers necessary or convenient to carry out their responsibilities. Information concerning the current Trustees and officers of MFT and JPMIF is set forth in the Funds' respective Statements of Additional Information, which are incorporated herein by reference. SHARES OF FUNDS Each of MFT and JPMIF is a trust with an unlimited number of authorized shares of beneficial interest which may be divided into series or classes thereof. Each Fund is one series of a trust and may issue multiple classes of shares. Each share of a series or class of a trust represents an equal proportionate interest in that series or class with each other share of that series or class. The shares of each series or class of either MFT or JPMIF participate equally in the earnings, dividends and assets of the particular series or class. Fractional shares have proportionate rights to full shares. Expenses of MFT or JPMIF that are not attributable to a specific series or class will be allocated to all the series of that trust in a manner believed by its board to be fair and equitable. Generally, shares of each series will be voted separately, for example, to approve an investment advisory agreement. Likewise, shares of each class of each series will be voted separately, for example, to approve a distribution plan, but shares of all series and classes vote together, to the extent required by the 1940 Act, including for the election of Trustees. Neither MFT nor JPMIF is required to hold regular annual meetings of shareholders, but may hold special meetings from time to time. There are no conversion or preemptive rights in connection with shares of either MFT or JPMIF. SHAREHOLDER VOTING RIGHTS With respect to all matters submitted to a vote of shareholders, shareholders of MFT are entitled to one vote (or a fraction thereof) for each share (or a fraction thereof) owned on the record date, and shareholders of JPMIF are entitled to the number of votes (or "voting shares") equal to the product of the number of shares owned multiplied by the net asset value per share on the record date. A vacancy in the Board of either MFT or JPMIF resulting from the resignation of a Trustee or otherwise may be filled similarly by a vote of a majority of the remaining Trustees then in office, subject to 16 the 1940 Act. In addition, Trustees may be removed from office by a vote of two-thirds of the outstanding shares of each portfolio of that trust. A meeting of shareholders shall be held upon the written request of not less than 10% of the outstanding shares (in the case of MFT) or voting shares (in the case of JPMIF) entitled to vote on the matters specified in the written request. Except as set forth above, the Trustees may continue to hold office and may appoint successor Trustees. SHAREHOLDER LIABILITY Under Massachusetts law, shareholders of either MFT or JPMIF could, under certain circumstances, be held personally liable as partners for the obligations of that trust. However, the Declaration of Trust of each of MFT and JPMIF disclaims shareholder liability for acts or obligations of that trust and provides for indemnification and reimbursement of expenses out of trust property for any shareholder held personally liable for the obligations of that trust. Each of MFT and JPMIF may maintain appropriate insurance (for example, fidelity bonding and errors and omissions insurance) for the protection of that trust, its shareholders, Trustees, officers, employees and agents covering possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability generally is limited to circumstances in which both inadequate insurance existed and the trust itself was unable to meet its obligations. LIABILITY OF DIRECTORS AND TRUSTEES Under the Declaration of Trust of each of MFT and JPMIF, the Trustees of that trust are personally liable only for bad faith, willful misfeasance, gross negligence or reckless disregard of their duties as Trustees. Under the Declaration of Trust of each of MFT and JPMIF, a Trustee or officer will generally be indemnified against all liability and against all expenses reasonably incurred or paid by such person in connection with any claim, action, suit or proceeding in which such person becomes involved as a party or otherwise by virtue of such person being or having been a Trustee or officer and against amounts paid or incurred by such person in the settlement thereof. The foregoing is only a summary of certain organizational and governing documents and Massachusetts business trust law. It is not a complete description. Shareholders should refer to the provisions of these documents and state law directly for a more thorough comparison. Copies of the Declaration of Trust and By-Laws of each of MFT and JPMIF are available without charge upon written request to that trust. INFORMATION RELATING TO THE ADVISORY CONTRACTS AND OTHER SERVICES GENERAL INFORMATION As noted above, the investment adviser of the Master Portfolio (and therefore the Merging Fund's assets) is JPMIM. Pursuant to an Advisory Agreement, the investment adviser of the Surviving Fund is JPMFAM. DESCRIPTION OF JPMFAM JPMFAM is an indirect wholly-owned subsidiary of JPMC, incorporated under the laws of Delaware. JPMFAM's principal executive offices are located at 522 Fifth Avenue, New York, New York 10036. As of March 31, 2001, JPMFAM and certain of its affiliates (including JPMIM) provided investment management services with respect to assets of approximately $607.7 billion. Under the Advisory Agreement, JPMFAM is responsible for making decisions with respect to, and placing orders for, all purchases and sales of the portfolio securities of the Surviving Fund. JPMFAM's responsibilities under the Advisory Agreement include supervising the Surviving Fund's investments and maintaining a continuous investment program, placing purchase and sale orders and paying costs of certain clerical and administrative services involved in managing and servicing the Surviving Fund's investments and complying with regulatory reporting requirements. Under the Advisory Agreement, JPMFAM is obligated to furnish employees, office space and facilities required for the operation of the Surviving Fund. The services provided to the Surviving Fund by JPMFAM are substantially similar to the services currently provided to the Master Portfolio by JPMIM. EXPENSES AND MANAGEMENT FEES. The Advisory Agreement provides that the Surviving Fund will pay JPMFAM a monthly management fee based upon the net assets of the Surviving Fund. The annual rate of this management fee is 0.10%. The Merging Fund currently pays JPMIM 0.20% of the first $1 billion of average daily net assets and 0.10% of average daily net assets in excess of $1 billion with respect to its assets in the Master Portfolio. JPMFAM may waive fees from time to time. 17 Under the Advisory Agreement, except as indicated above, the Surviving Fund is responsible for its operating expenses including, but not limited to, taxes; interest; fees (including fees paid to its Trustees who are not affiliated with JPMFAM or any of its affiliates); fees payable to the Commission; state securities qualification fees; association membership dues; costs of preparing and printing prospectuses for regulatory purposes and for distribution to existing shareholders; advisory and administrative fees; charges of the custodian and transfer agent; insurance premiums; auditing and legal expenses; costs of shareholders' reports and shareholder meetings; any extraordinary expenses; and brokerage fees and commissions, if any, in connection with the purchase or sale of portfolio securities. SUBCONTRACTING. JPMFAM is authorized by the Advisory Agreement to employ or associate with such other persons or entities as it believes to be appropriate to assist it in the performance of its duties. Any such person is required to be compensated by JPMFAM, not by the Surviving Fund, and to be approved by the shareholders of that Fund as required by the 1940 Act. LIMITATION ON LIABILITY. The Advisory Agreement provides that JPMFAM will not be liable for any error of judgment or mistake of law or for any act or omission or loss suffered by MFT or the Surviving Fund in connection with the performance of the Advisory Agreement except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or from willful misfeasance, bad faith, or gross negligence in the performance of its duties or reckless disregard of its obligations and duties under the Advisory Agreement. DURATION AND TERMINATION. The Advisory Agreement continues in effect from year to year with respect to the Surviving Fund, only so long as such continuation is approved at least annually by (i) the Board of Trustees of MFT or the majority vote of the outstanding voting securities of the Surviving Fund, and (ii) a majority of those Trustees who are neither parties to the Advisory Agreement nor "interested persons," as defined in the 1940 Act, of any such party, acting in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement will terminate automatically in the event of its "assignment," as defined in the 1940 Act. In addition, the Advisory Agreement is terminable at any time as to the Surviving Fund without penalty by the MFT Board or by vote of the majority of the Surviving Fund's outstanding voting securities upon 60 days' written notice to JPMFAM, and by JPMFAM on 60 days' written notice to MFT. PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS JPMFAM, as the investment adviser to the Surviving Fund, has responsibilities with respect to the Fund's portfolio transactions and brokerage arrangements pursuant to the Fund's policies, subject to the overall authority of the MFT Board. Under the Advisory Agreement, JPMFAM, subject to the general supervision of the Board, is responsible for the placement of orders for the purchase and sale of portfolio securities for the Surviving Fund with brokers and dealers selected by JPMFAM. These brokers and dealers may include brokers or dealers affiliated with JPMFAM to the extent permitted by the 1940 Act and MFT's policies and procedures applicable to the Fund. JPMFAM shall use its best efforts to seek to execute portfolio transactions at prices which, under the circumstances, result in total costs or proceeds being the most favorable to such Fund. In assessing the best overall terms available for any transaction, JPMFAM shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, research services provided to JPMFAM, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In no event shall JPMFAM be under any duty to obtain the lowest commission or the best net price for the Fund on any particular transaction, nor shall JPMFAM be under any duty to execute any order in a fashion either preferential to such Fund relative to other accounts managed by JPMFAM or otherwise materially adverse to such other accounts. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to JPMFAM, the Fund and/or the other accounts over which JPMFAM exercises investment discretion. JPMFAM is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if JPMFAM determines in good faith that the total commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of JPMFAM with respect to accounts over which it 18 exercises investment discretion. JPMFAM shall report to the Board regarding overall commissions paid by the Fund and their reasonableness in relation to the benefits to such Fund. In executing portfolio transactions for the Fund, JPMFAM may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased with those of other funds or its other clients if, in JPMFAM's reasonable judgment, such aggregation (i) will result in an overall economic benefit to such fund, taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses, and trading requirements, and (ii) is not inconsistent with the policies set forth in MFT's registration statement, as the case may be, and the Fund's Prospectus and Statement of Additional Information. In such event, JPMFAM will allocate the securities so purchased or sold, and the expenses incurred in the transaction, in an equitable manner, consistent with its fiduciary obligations to such Fund and such other clients. It is possible that certain of the brokerage and research services received will primarily benefit one or more other investment companies or other accounts for which JPMFAM exercises investment discretion. Conversely, MFT or any of its portfolios may be the primary beneficiary of the brokerage or research services received as a result of portfolio transactions effected for such other accounts or investment companies. OTHER SERVICES The Distributor is a wholly owned, indirect subsidiary of BISYS Fund Services, Inc., which currently serves as the distributor for both the Surviving Fund and Merging Fund and as sub-administrator, for the Surviving Fund. An affiliate of the Distributor is the sub-administrator for the Merging Fund. The Distributor is unaffiliated with JPMC or any of its subsidiaries. Chase serves as administrator, shareholder servicing agent, fund accountant and custodian, and DST serves as transfer agent and dividend disbursing agent, for the Surviving Fund. The principal business address of Chase is 270 Park Avenue, New York, NY 10017. The services provided by Chase include day-to-day maintenance of certain books and records, calculation of the offering price of the shares and preparation of reports. In its role as custodian, Chase is responsible for the daily safekeeping of securities and cash held by the Surviving Fund. It is anticipated that prior to the consummation of the Reorganization, BONY will become the Surviving Fund's fund accountant and custodian. As of August 11, 2001, Chase will receive an administration fee from the Surviving Fund of 0.10% of average daily net assets for complex wide money market fund assets up to $100 billion and 0.05% on assets in excess of $100 billion (currently such assets are less than $100 billion). The Merging Fund pays Morgan, its administrator, a fee at an effective rate of 0.048% of its average daily net assets. PROPOSAL 2: ELECTION OF TRUSTEES It is proposed that shareholders of the Merging Fund consider the election of the individuals listed below (the "Nominees") to the Board of Trustees of JPMIF, which is currently organized as a Massachusetts business trust. Even if the Reorganization described in Proposal 1 is approved, other mutual funds that are series of JPMIF will continue to exist and operate. All shareholders of any series of JPMIF as of the record date (April 6, 2001) are required to be given a vote on the proposal regarding Trustees. Because as of the record date you were still a shareholder in JPMIF, you are entitled to vote on this proposal. Shareholders of MFT are being asked to approve the same Trustees as are being proposed for JPMIF. In connection with the recent merger of J.P. Morgan & Co. Incorporated and The Chase Manhattan Corporation, it has been proposed, subject to shareholder approval, that the Boards of Trustees of the investment companies managed by JPMFAM, JPMIM and their affiliates be reorganized. JPMC and the Boards considered that the Boards of Trustees for the registered investment companies advised by J.P. Morgan Investment Management Inc. and the registered investment companies advised by J.P. Morgan Fleming Asset Management (USA) Inc. also be integrated and streamlined into a consolidated Board of Trustees to serve all of the funds in the Fund Complex (as defined below) (the "Consolidated Board"). It is anticipated that having a Consolidated Board will enhance the governance of the larger Fund Complex and is consistent with the prior practice of having a single Board for each predecessor fund complex. JPMC believes, and the respective Boards similarly concluded, that the Consolidated Board will increase administrative efficiencies for JPMC and the funds in the Fund Complex and will benefit shareholders of all such funds. The eight individuals who are being proposed for election to the Consolidated Board, and hence 19 the Nominees described in this Proposal, were nominated after a careful and deliberate selection process by the respective Nominating Committees and Boards of Trustees. This selection process included the consideration of various factors, such as the desire to balance the respective expertise of the various candidates and diversity of background, the historical experience of various Trustees and Advisory Board members of the predecessor complexes, the size of the Board and related future cost savings, the practicalities dictated by the age 70 retirement policy of the registered investment companies advised by J.P. Morgan Investment Management Inc., and other factors the Boards deemed relevant. Therefore, the Nominees include certain current Trustees of MFT, certain current Trustees of JPMIF and certain members of JPMIF's Advisory Board. Each Nominee has consented to being named in this Combined Prospectus/ Proxy Statement and has agreed to serve as a Trustee if elected. Each Trustee will hold office for a term of unlimited duration subject to the current retirement age of 70.(1) The Trustees have no reason to believe that any Nominee will be unavailable for election. Shareholders of MFT are concurrently considering the election of the same individuals to the Board of Trustees of MFT. Biographical information about the Nominees and other relevant information is set forth below. More information regarding the current Trustees of MFT and JPMIF is contained in the Funds' Statements of Additional Information, which are incorporated herein by reference. The persons named in the accompanying form of proxy intend to vote each such proxy "FOR" the election of the Nominees, unless shareholders specifically indicate on their proxies the desire to withhold authority to vote for elections to office. It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but if that should occur prior to the Meeting, the proxy holders reserve the right to substitute another person or persons of their choice as nominee or nominees. (1) Each Nominee is grandfathered with respect to the mandatory retirement age for three years from the date of election. THE JPMIF BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE NOMINEES LISTED BELOW. VOTE REQUIRED The affirmative vote of the holders of more than 50% of the voting shares of JPMIF present, in person or by proxy, at the joint Meeting is required to elect a Trustee of JPMIF, provided that at least one-third of the outstanding shares of JPMIF is represented at the joint Meeting, either in person or by proxy. In the event that the requisite vote is not reached, the current Trustees would remain as the only Trustees of JPMIF. The following are the nominees: TRUSTEE NAME OF NOMINEE AND OF JPMIF BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATIONS CURRENT POSITION WITH FUND COMPLEX SINCE AGE DURING THE PAST FIVE YEARS AND CURRENT DIRECTORSHIPS - ----------------------------------- -------- --- ------------------------------------------------------ William J. Armstrong-- Nominee 59 Retired; formerly Vice President and Treasurer, Trustee of certain other trusts Ingersoll-Rand Company (manufacturer of industrial in the Fund Complex since 1987 supplies). Address: 287 Hampshire Ridge, Park Ridge, NJ 07656. Roland R. Eppley, Jr.-- Nominee 68 Retired; formerly President and Chief Executive Trustee of certain other trusts Officer, Eastern States Bankcard Association Inc. in the Fund Complex since 1989 (financial services) (1971-1988); Director, Janel Hydraulics, Inc.; formerly Director of The Hanover Funds, Inc. (open-end mutual funds). Address: 105 Coventry Place, Palm Beach Gardens, FL 33418. 20 TRUSTEE NAME OF NOMINEE AND OF JPMIF BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATIONS CURRENT POSITION WITH FUND COMPLEX SINCE AGE DURING THE PAST FIVE YEARS AND CURRENT DIRECTORSHIPS - ----------------------------------- -------- --- ------------------------------------------------------ Ann Maynard Gray-- Nominee 55 Former President, Diversified Publishing Group and Member of Advisory Board of the Vice President, Capital Cities/ABC, Inc. Ms. Gray is Trust and certain other trusts in also a director of Duke Energy Corporation and Elan the Fund Complex since 2000 Corporation, plc (pharmaceuticals). Address: 1262 Rockrimmon Road, Stamford, CT 06903. Matthew Healey-- 1982 63 Former Chief Executive Officer of the Trust through Chairman of the Trust and certain April 2001; Chairman, Pierpont Group (provides other trusts in the Fund Complex services to trustees of investment companies), since prior to 1993. Address: Pine Tree Country Club Estates, 10286 Saint Andrews Road, Boynton Beach, Florida 33436. Fergus Reid, III*-- Nominee 68 Chairman and Chief Executive Officer, Lumelite Chairman of certain other trusts Corporation (plastics manufacturing), since September in the Fund Complex; Trustee of 1985; Trustee, Morgan Stanley Funds. Address: other trusts in the Fund Complex 202 June Road, Stamford, CT 06903. since 1984 James J. Schonbachler-- Nominee 58 Retired; prior to September, 1998, Managing Director, Member of Advisory Board of the Bankers Trust Company and Group Head and Director, Trust and certain other trusts in Bankers Trust A.G., Zurich and BT Brokerage Corp. the Fund Complex since 2000 (financial services). Address: 3711 Northwind Court, Jupiter, FL 33477 Leonard M. Spalding, Jr.*-- Nominee 65 Retired; formerly Chief Executive Officer of Chase Trustee of certain other trusts Mutual Funds Corp.; formerly President and Chief in the Fund Complex since 1998 Executive Officer of Vista Capital Management (investment management); and formerly Chief Investment Executive of The Chase Manhattan Private Bank (investment management). Address: 2025 Lincoln Park Road, Springfield, KY 40069. H. Richard Vartabedian-- Nominee 65 Former President of certain other trusts in the Fund Trustee of certain other trusts Complex through April 2001; Investment Management in the Fund Complex since 1992 Consultant; formerly, Senior Investment Officer, Division Executive of the Investment Management Division of The Chase Manhattan Bank, N.A., 1980-1991. Address: P.O. Box 296, Beach Road, Hendrick's Head, Southport, ME 04576. - --------------------- * Mr. Spalding is deemed to be an "interested person" (as defined in the 1940 Act) due to his ownership of equity securities of affiliates of JPMC. It is anticipated that Mr. Reid will be named Chairman of the Trust and therefore will be deemed to be an "interested person" of the Trust. If elected, each nominee would oversee 91 separate portfolios. The Board of Trustees and Advisory Board Members of JPMIF each met five times during the 2000 calendar year, and each of these individuals attended at least 75% of the meetings of the Board and any committee on which he or she serves. The Board of Trustees of JPMIF presently has an Audit Committee. The members of the Audit Committee are Messrs. Addy (Chairman), Eschenlauer, Burns, Mallardi and Healey. The function of the Audit Committee is to recommend independent auditors and monitor accounting and financial matters. The Audit Committee met four times during the 2000 calendar year. The Board of Trustees of JPMIF presently has a Nominating Committee. The members of the Nominating Committee are Messrs. Addy, Eschenlauer, Burns and Mallardi. The function of the Nominating Committee is to nominate trustees for the Board to consider. The Nominating Committee met one time during the 2000 calendar year. 21 REMUNERATION OF TRUSTEES AND CERTAIN EXECUTIVE OFFICERS Each current Trustee is reimbursed for expenses incurred in attending each meeting of the Board of Trustees or any committee thereof. Each Trustee who is not an affiliate of JPMIM is compensated for his or her services according to a fee schedule which recognizes the fact that each Trustee also serves as a Trustee of other investment companies advised by JPMIM. Each Trustee receives a fee, allocated among all investment companies for which the Trustee serves. Set forth below is information regarding compensation paid or accrued during the calendar year ended December 31, 2000 for each nominee of JPMIF: COMPENSATION FROM PENSION OR RETIREMENT TOTAL COMPENSATION FROM "MORGAN FUND COMPLEX"(1) BENEFITS ACCRUED "FUND COMPLEX"(2) -------------------------------- --------------------- ----------------------- William J. Armstrong NA $ 41,781 $ 90,000 (10)(3) Roland R. Eppley, Jr. NA $ 58,206 $ 91,000 (10)(3) Ann Maynard Gray $75,000 NA $ 75,000 (17)(3) Matthew Healey(4) $75,000 NA $ 75,000 (17)(3) Fergus Reid, III NA $110,091 $202,750 (10)(3) James J. Schonbachler $75,000 NA $ 75,000 (17)(3) Leonard M. Spalding, Jr. NA $ 35,335 $ 89,000 (10)(3) H. Richard Vartabedian NA $ 86,791 $134,350 (10)(3) - --------------------- (1) The Morgan Fund Complex means registered investment companies advised by JPMIM. (2) A Fund Complex generally means two or more investment companies that hold themselves out to investors as related companies for purposes of investment and investment services, or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other investment companies (as used herein, registered investment companies advised by JPMIM and JPMFAM). (3) Total number of investment company boards with respect to Trustees, or Advisory Boards with respect to Advisory Board members, served on within the Fund Complex. (4) Pierpont Group, Inc. paid Mr. Healey, in his role as Chairman of Pierpont Group, Inc., compensation in the amount of $200,000, contributed $25,500 to a defined contribution plan on his behalf and paid $18,400 in insurance premiums for his benefit. Inasmuch as the Morgan Fund Complex does not have any retirement plan for its Trustees and JPMC will also benefit from the administrative efficiencies of a consolidated board, JPMC has agreed to pay a one-time retirement package to the Trustees of the Morgan Fund Complex and the Advisory Board members who have volunteered to leave the Board of Trustees or Advisory Board of the Morgan Fund Complex prior to their normal retirement date. For each retiring Trustee, the retirement package is equal to three times the annual fee (which may increase) for the new Combined Board per Trustee; for each retiring Advisory Board member, the retirement package is one and a half times the annual fee (which may increase) for the new Combined Board per Trustee. FORMER CHASE VISTA FUNDS' RETIREMENT PLAN AND DEFERRED COMPENSATION PLAN FOR ELIGIBLE TRUSTEES Effective August 21, 1995, the Trustees of the former Chase Vista Funds also instituted a Retirement Plan for Eligible Trustees (the "Plan") pursuant to which each Trustee (who is not an employee of the former Chase Vista Funds' adviser, administrator or distributor or any of their affiliates) may be entitled to certain benefits upon retirement from the Board of Trustees. Pursuant to the Plan, the normal retirement date is the date on which the eligible Trustee has attained age 65 and has completed at least five years of continuous service with one or more of the investment companies advised by the adviser of certain former Chase Vista Funds and its affiliates (collectively, the "Covered Funds"). Each Eligible Trustee is entitled to receive from the Covered Funds an annual benefit commencing on the first day of the calendar quarter coincident with or following his date of retirement equal to the sum of (1) 8% of the highest annual compensation received from the Covered Funds multiplied by the number of such Trustee's years of service (not in excess of 10 years) completed with respect to any Covered Funds and (2) 4% of the highest annual compensation received from the Covered Funds for each year of service in excess of 10 years, provided that no Trustee's annual benefit will exceed the highest annual compensation received by that Trustee from the Covered Funds. Such benefit is payable to each eligible Trustee in monthly installments for the life of the Trustee. On February 22, 2001, the board of Trustees voted to terminate the Plan and in furtherance of this determination agreed to pay Trustees an amount equal, in the aggregate, to $10.95 million, of which $5.3 million had been previously accrued by the Covered Funds. The remaining $5.65 million was paid by Chase. 22 Messrs. Armstrong, Eppley, Reid, Spalding and Vartabedian, who are Nominees, received $1,027,673, $800,600, $2,249,437, $463,798 and $1,076,927, respectively, in connection with the termination. Each nominee has elected to defer receipt of such amount pursuant to the Deferred Compensation Plan for Eligible Trustees. Effective August 21, 1995, the Trustees instituted a Deferred Compensation Plan for Eligible Trustees (the "Deferred Compensation Plan") pursuant to which each Trustee (who is not an employee of the former Chase Vista Funds' adviser, administrator or distributor or any of their affiliates) may enter into agreements with such Funds whereby payment of the Trustees' fees are deferred until the payment date elected by the Trustee (or the Trustee's termination of service). The deferred amounts are deemed invested in shares of funds as elected by the Trustee at the time of deferral. If a deferring Trustee dies prior to the distribution of amounts held in the deferral account, the balance of the deferral account will be distributed to the Trustee's designated beneficiary in a single lump sum payment as soon as practicable after such deferring Trustee's death. Messrs. Armstrong, Eppley, Reid, Spalding and Vartabedian are the only Nominees who have elected to defer compensation under such plan. The Trustees decide upon general policies and are responsible for overseeing JPMIF's business affairs. To assist the Trustees in exercising their overall supervisory responsibilities each of JPMIF and the Master Portfolio has entered into a Fund Services Agreement with Pierpont Group, Inc. Pierpont Group, Inc. was organized in July 1989 to provide services for the J.P. Morgan Family of Funds (formerly "The Pierpont Family of Funds"), and the Trustees are the equal and sole shareholders of Pierpont Group, Inc. JPMIF paid Pierpont Group, Inc. a fee in an amount representing its reasonable costs in performing these services. As part of the overall integration and rationalization of the Funds within the Fund Complex, it is anticipated that the Merging Fund will terminate its agreement with Pierpont Group, Inc. in connection with the Reorganization. The consolidated Board of Trustees will instead look to counsel, auditors, Morgan and other service providers, as necessary. The aggregate fees paid to Pierpont Group, Inc. by the Merging Fund and the Master Portfolio during the indicated fiscal periods are set forth below: MERGING FUND--For the fiscal year ended August 31, 1999: $282. For the three months ended November 30, 1999 and for the fiscal year ended November 30, 2000: $40 and $532, respectively. MASTER PORTFOLIO--For the fiscal year ended August 31, 1999: $46,121. For the three months ended November 30, 1999 and for the fiscal year ended November 30, 2000: $8,727 and $38,016, respectively. PRINCIPAL EXECUTIVE OFFICERS JPMIF's principal executive officers are listed below. The officers conduct and supervise the business operations of JPMIF. The business address of each of the officers, unless otherwise noted, is J.P. Morgan Fund Distributors, Inc., 1211 Avenue of the Americas, New York, New York, 10036. Each officer will hold office for an indefinite term, but may be removed by the Board of Trustees at any time. The principal executive officers of JPMIF are as follows: NAME AND POSITION AGE PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS AND OTHER INFORMATION - ----------------- --- --------------------------------------------------------------------- David Wezdenko, 37 Vice President, J.P. Morgan Investment Management Inc. Mr. Wezdenko President and is the Chief Operating Officer for the U.S. Mutual Funds and Treasurer Financial Intermediaries Business. Since joining J.P. Morgan in 1996, (April he has held numerous financial and operations related positions 2001-present). supporting the J.P. Morgan pooled funds business. Sharon Weinberg, 41 Vice President, J.P. Morgan Investment Management Inc. Ms. Weinberg Vice-President is head of Business and Product Strategy for the U.S. Mutual Funds and Secretary and Financial Intermediaries business. Since joining J.P. Morgan in (April 1996 in New York, she has held numerous positions throughout the 2001-present). asset management business in mutual funds marketing, legal and product development. ACCOUNTANTS PricewaterhouseCoopers LLP serves as the Merging Fund's, the Master Portfolio's and the Surviving Fund's independent accountants, auditing and reporting on the annual financial statements and reviewing certain regulatory reports and federal income tax returns. PricewaterhouseCoopers LLP also performs other professional accounting, auditing, tax and advisory services when MFT or JPMIF engages it to do so. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Meeting, and will have an 23 opportunity to make a statement if they desire. Such representatives are expected to be available to respond to appropriate questions at the Meeting. AUDIT FEES. The aggregate fees paid to PricewaterhouseCoopers LLP in connection with the annual audit of the Merging Fund and the Master Portfolio for the last fiscal year was $37,500. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no financial information systems and design implementation services rendered by PricewaterhouseCoopers LLP to the Merging Fund, JPMIM and JPMIM's affiliates that provide services to the Fund for the calendar year ended December 31, 2000. ALL OTHER FEES. The aggregate fees billed for all other non-audit services, including fees for tax-related services, rendered by PricewaterhouseCoopers LLP to the Merging Fund, JPMIM and JPMIM's affiliates that provide services to the Fund for the calendar year ended December 31, 2000 was $11,040,450. The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of PricewaterhouseCoopers LLP. INFORMATION RELATING TO VOTING MATTERS GENERAL INFORMATION This Combined Prospectus/Proxy Statement is being furnished in connection with the solicitation of proxies by the JPMIF Board for use at the Meeting. It is expected that the solicitation of proxies will be primarily by mail. JPMIF's officers and service providers may also solicit proxies by telephone, facsimile machine, telegraph, the Internet or personal interview. In addition JPMIF may retain the services of professional solicitors to aid in the solicitation of proxies for a fee. It is anticipated that banks, brokerage houses and other custodians will be requested on behalf of JPMIF to forward solicitation materials to their principals to obtain authorizations for the execution of proxies. Any Merging Fund Shareholder giving a proxy may revoke it at any time before it is exercised by submitting to JPMIF a written notice of revocation or a subsequently executed proxy or by attending the Meeting and electing to vote in person. Only the Merging Fund Shareholders of record at the close of business on April 6, 2001 will be entitled to vote at the Meeting. On that date, there were outstanding and entitled to be voted 50,583,271.280 Merging Fund shares. Each shareholder of the Merging Fund is entitled to the number of votes equal to the product of the number of shares owned multiplied by the net asset value per share on the record date. The presence in person or by proxy of shareholders that own one-third of the outstanding Merging Fund shares will constitute a quorum for purposes of transacting all business at the Meeting. If a quorum is not present at the Meeting, sufficient votes in favor of the proposals are not received by the time scheduled for the Meeting, or the Merging Fund Shareholders determine to adjourn the Meeting for any other reason, the Merging Fund Shareholders present (in person or proxy) may adjourn the Meeting from time to time, without notice other than announcement at the Meeting. Any such adjournment will require the affirmative vote of the Merging Fund Shareholders holding a majority of the Merging Fund voting shares present, in person or by proxy, at the Meeting. The persons named in the Proxy will vote in favor of such adjournment those Merging Fund voting shares that they are entitled to vote if such adjournment is necessary to obtain a quorum or if they determine such an adjournment is desirable for any other reason. Business may be conducted once a quorum is present and may continue until adjournment of the Meeting notwithstanding the withdrawal or temporary absence of sufficient Merging Fund voting shares to reduce the number present to less than a quorum. If the accompanying proxy is executed and returned in time for the Meeting, the voting shares covered thereby will be voted in accordance with the proxy on all matters that may properly come before the meeting (or any adjournment thereof). PROXIES All Merging Fund voting shares represented by each properly signed proxy received prior to the Meeting will be voted at the Meeting. If a Merging Fund Shareholder specifies how the proxy is to be voted on any of the business to come before the Meeting, it will be voted in accordance with such specifications. If a Merging Fund Shareholder returns its proxy but no direction is made on the proxy, the proxy will be voted FOR each Proposal described in this Combined Prospectus/Proxy Statement. The Merging Fund Shareholders voting to ABSTAIN on the Proposals will be treated as present for purposes of achieving a quorum and in determining the votes cast on the Proposals, but not as having voted FOR (and therefore will have the effect of a vote against) the Proposals. A properly signed proxy on which a broker has indicated that it has no authority to vote on the Proposals on behalf of the beneficial owner (a "broker non-vote") will 24 be treated as present for purposes of achieving a quorum but will not be counted in determining the votes cast on (and therefore will have the effect of a vote against) the Proposals. A proxy granted by any Merging Fund Shareholder may be revoked by such Merging Fund Shareholder at any time prior to its use by written notice to JPMIF, by submission of a later dated Proxy or by voting in person at the Meeting. If any other matters come before the Meeting, proxies will be voted by the persons named as proxies in accordance with their best judgment. EXPENSES OF PROXY SOLICITATION JPMC, and not the Merging Fund or the Surviving Fund (or shareholders of either Fund) will pay the cost of the preparation, printing and mailing to its shareholders of the Combined Prospectus/Proxy Statement, accompanying Notice of Meeting, form of proxy and any supplementary solicitation of its shareholders. It is expected that the cost of retaining D.F. King & Co., Inc., to assist in the proxy solicitation process for the Fund Complex will not exceed $200,000, which cost will be borne by JPMC. INTERESTED PARTIES On the record date, the Trustees and officers of JPMIF as a group owned less than 1% of the outstanding shares of the Merging Fund. On the record date, the name, address and percentage ownership of the persons who owned beneficially more than 5% of the shares of the Merging Fund and the percentage of shares of the Surviving Fund that would be owned by such persons upon consummation of the Reorganization and the Concurrent Reorganization based upon their holdings at April 16, 2001 are as follows: AMOUNT PERCENTAGE OF PERCENTAGE OF OF SHARES MERGING FUND OWNED SURVIVING FUND OWNED NAME AND ADDRESS OWNED ON RECORD DATE UPON CONSUMMATION ----------------------------------- ---------------- ------------------ -------------------- HARE & CO. 10,906,349.3200 21.56% 0.21% C/O THE BANK OF NEW YORK ATTN: STIF/MASTER NOTE ONE WALL STREET 2ND FLOOR NEW YORK NY 10005-2501 1ST SOURCE BANK 39,676,860.9800 78.44% 0.75% ATTN: TRUST OPERATIONS P.O. BOX 1602 SOUTH BEND IN 46634-1602 On the record date, the Trustees and officers of MFT as a group owned less than 1% of the outstanding shares of the Surviving Fund. On the record date, the name, address and percentage ownership of the persons who owned beneficially more than 5% of the shares of the Surviving Fund and the percentage of shares of the Surviving Fund that would be owned by such persons upon consummation of the Reorganization and the Concurrent Reorganization based upon their holdings at April 6, 2001 are as follows: AMOUNT PERCENTAGE OF PERCENTAGE OF OF SHARES MERGING FUND OWNED SURVIVING FUND OWNED NAME AND ADDRESS OWNED ON RECORD DATE UPON CONSUMMATION - ----------------------------------- ---------------- ------------------ -------------------- Chase Manhattan Bank 259,096,668.6200 12.79% 4.92% Client Services Department Attn Cecilia Joseph 1 Chase Manhattan Plz Fl 16 New York NY 10005-1401 JPMorgan Investor Services 161,563,990.4600 7.97% 3.07% FBO IBT Co C/O Investors Bank & Trust CO Attn Adam Gardner FPG90 PO Box 9130 Boston MA 02117-9130 25 AMOUNT PERCENTAGE OF PERCENTAGE OF OF SHARES MERGING FUND OWNED SURVIVING FUND OWNED NAME AND ADDRESS OWNED ON RECORD DATE UPON CONSUMMATION - ----------------------------------- ---------------- ------------------ -------------------- Obie & Co 151,662,208.4100 7.49% 2.88% Chase Bank of Texas Attn STIF Unit 18 HCB 340 PO Box 2558 Houston TX 77252-2558 Chase Manhattan Bank 265,741,821.8700 13.11% 5.04% Client Services Department Attn Cecilia Joseph 1 Chase Manhattan Plz Fl 16 New York NY 10005-1401 PROPOSALS TO BE SUBMITTED BY SHAREHOLDERS The Merging Fund does not generally hold an Annual Meeting of Shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders' meeting should send their written proposals to the Secretary of the Merging Fund at the address set forth on the cover of this Combined Prospectus/Proxy Statement. ADDITIONAL INFORMATION ABOUT MFT Information about the Surviving Fund is included in its Prospectus, which is incorporated by reference and enclosed herein. Additional information about the Surviving Fund is also included in MFT's Statement of Additional Information, which has been filed with the Commission and which is incorporated herein by reference. Copies of the Statement of Additional information may be obtained without charge by calling 1-800-348-4782. MFT is subject to the requirements of the 1940 Act and, in accordance with such requirements, files reports and other information with the Commission. These materials can be inspected and copied at the Public Reference Facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York, NY 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates, and are also available on the Commission's web site at http://www.sec.gov. ADDITIONAL INFORMATION ABOUT JPMIF Information about the Merging Fund is included in its Prospectus, which is incorporated by reference herein. Additional information about the Merging Fund is also included in JPMIF's Statement of Additional Information which has been filed with the Commission and which is incorporated herein by reference. Copies of the Statement of Additional information may be obtained without charge by calling 1-800-766-7722. JPMIF is subject to the requirements of the 1940 Act and, in accordance with such requirements, files reports and other information with the Commission. These materials can be inspected and copied at the Public Reference Facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center, Suite 1300, New York, NY 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates, and are also available on the Commission's web site at http://www.sec.gov. FINANCIAL STATEMENTS AND EXPERTS The audited financial highlights, financial statements and notes thereto of the Merging Fund for the fiscal year ended November 30, 2000, and the Surviving Fund for the fiscal year ended August 31, 2000, and the audited financial statements, notes thereto and supplementary data for the Master Portfolio for the fiscal year ended November 30, 2000, are incorporated by reference herein and into the Statement of Additional Information related to this Combined Prospectus/Proxy Statement. The audited financial highlights, financial statements, notes thereto and supplemental data, as applicable, for the Merging Fund, the Surviving Fund and the Master Portfolio have been incorporated herein by reference in reliance on the report of 26 PricewaterhouseCoopers LLP, independent accountants, given on their authority as experts in auditing and accounting. The unaudited financial highlights, financial statements and notes thereto of the Surviving Fund for the fiscal period ended February 28, 2001 are incorporated by reference herein and into the Statement of Additional Information related to this Combined Prospectus/Proxy Statement. OTHER BUSINESS The JPMIF Board knows of no other business to be brought before the Meeting. However, if any other matters come before the Meeting, it is the intention of the JPMIF Board that proxies that do not contain specific restrictions to the contrary will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy. LITIGATION Neither MFT nor JPMIF is involved in any litigation that would have any material adverse effect upon either the Merging Fund or the Surviving Fund. SHAREHOLDER INQUIRIES Shareholder inquiries may be addressed to JPMIF in writing at the address on the cover page of this Combined Prospectus/Proxy Statement or by telephoning 1-800-521-5411. * * * SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. 27 APPENDIX A AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Plan") made this 11th day of May, 2001 by and among J.P. Morgan Institutional Funds (the "Transferor Trust"), a Massachusetts business trust, on behalf of the J.P. Morgan Institutional Service Tax Exempt Money Market Fund (the "Transferor Portfolio"), Mutual Fund Trust (the "Acquiring Trust"), a Massachusetts business trust, on behalf of JPMorgan Tax Free Money Market Fund (formerly, Chase Vista Tax Free Money Market Fund) (the "Acquiring Portfolio") and J.P. Morgan Chase & Co. WHEREAS, the Board of Trustees of each of the Transferor Trust and the Acquiring Trust has determined that the transfer of all of the assets and liabilities of the Transferor Portfolio to the Acquiring Portfolio is in the best interests of the Transferor Portfolio and the Acquiring Portfolio, as well as the best interests of shareholders of the Transferor Portfolio and the Acquiring Portfolio, and that the interests of existing shareholders would not be diluted as a result of this transaction; WHEREAS, each of the Transferor Trust and the Acquiring Trust intends to provide for the reorganization of the Transferor Portfolio (the "Reorganization") through the acquisition by the Acquiring Portfolio of all of the assets, subject to all of the liabilities, of the Transferor Portfolio in exchange for shares of beneficial interest of the Acquiring Portfolio (the "Acquiring Portfolio Shares"), the liquidation of the Transferor Portfolio and the distribution to Transferor Portfolio shareholders of such Acquiring Portfolio Shares, all pursuant to the provisions of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"); NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows: 1. TRANSFER OF ASSETS OF THE TRANSFEROR PORTFOLIO IN EXCHANGE FOR THE ACQUIRING PORTFOLIO SHARES AND LIQUIDATION AND TERMINATION OF THE TRANSFEROR PORTFOLIO (a) PLAN OF REORGANIZATION. (i) The Transferor Trust on behalf of the Transferor Portfolio listed above, will convey, transfer and deliver to the Acquiring Portfolio all of the then existing assets of the Transferor Portfolio (consisting, without limitation, of portfolio securities and instruments, dividend and interest receivables, cash and other assets). In consideration thereof, the Acquiring Trust on behalf of the Acquiring Portfolio will (A) assume and pay, to the extent that they exist on or after the Effective Time of the Reorganization (as defined in Section 1(b)(i) hereof), all of the obligations and liabilities of the Transferor Portfolio and (B) issue and deliver to the Transferor Portfolio full and fractional shares of beneficial interest of the Acquiring Portfolio, with respect to the Acquiring Portfolio equal to that number of full and fractional Acquiring Portfolio Shares as determined in Section 1(c) hereof. The Acquiring Portfolio Shares issued and delivered to the Transferor Portfolio shall be of the Premier Class share class in exchange for shares of the Transferor Portfolio, with the amounts of shares of each share class to be determined by the parties. Any shares of beneficial interest (if any) of the Transferor Portfolio ("Transferor Portfolio Shares") held in the treasury of the Transferor Trust at the Effective Time of the Reorganization shall thereupon be retired. Such transactions shall take place on the date provided for in Section 1(b) hereof (the "Exchange Date"). All computations for the Transferor Portfolio and the Acquiring Portfolio shall be performed by their respective custodians and J.P. Morgan Chase & Co. The determination of said parties shall be conclusive and binding on all parties in interest. (ii) As of the Effective Time of the Reorganization, the Transferor Trust will liquidate and distribute pro rata to its shareholders of record ("Transferor Portfolio Shareholders") as of the Effective Time of the Reorganization the Acquiring Portfolio Shares received by such Transferor Portfolio pursuant to Section 1(a)(i) in actual or constructive exchange for the shares of the Transferor Portfolio held by the Transferor Portfolio shareholders. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Portfolio Shares then credited to the account of the Transferor Portfolio on the books of the Acquiring Portfolio, to open accounts on the share records of the Acquiring Portfolio in the names of the Transferor Portfolio Shareholders and representing the respective pro rata number of the Acquiring Portfolio Shares due such shareholders. The Acquiring Portfolio will not issue certificates representing the Acquiring Portfolio Shares in connection with such exchange. A-1 (iii) As soon as practicable after the Effective Time of the Reorganization, the Transferor Trust shall take all the necessary steps under Massachusetts law, the Transferor Trust's Declaration of Trust and any other applicable law to effect a complete termination of the Transferor Portfolio. (b) EXCHANGE DATE AND EFFECTIVE TIME OF THE REORGANIZATION. (i) Subject to the satisfaction of the conditions to the Reorganization specified in this Plan, the Reorganization shall occur as of the close of regularly scheduled trading on the New York Stock Exchange (the "Effective Time of the Reorganization") on September 1, 2001, or such later date as may be agreed upon by the parties (the "Exchange Date"). (ii) All acts taking place on the Exchange Date shall be deemed to take place simultaneously as of the Effective Time of the Reorganization unless otherwise provided. (iii) In the event that on the proposed Exchange Date (A) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (B) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate valuation of the net assets of the Acquiring Portfolio or the Transferor Portfolio is impracticable, the Exchange Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored. (iv) On the Exchange Date, portfolio securities of the Transferor Portfolio shall be transferred by the Custodian to the accounts of the Acquiring Portfolio duly endorsed in proper form for transfer, in such condition as to constitute good delivery thereof in accordance with the custom of brokers, and shall be accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. (c) VALUATION. (i) The net asset value of the shares of the Acquiring Portfolio and the net value of the assets of the Transferor Portfolio to be transferred in exchange therefore shall be determined as of the Effective Time of the Reorganization. The net asset value of the Acquiring Portfolio Shares shall be computed by the Custodian in the manner set forth in the Acquiring Trust's Declaration of Trust or By-laws and then current prospectus and statement of additional information and shall be computed to not less than two decimal places. The net value of the assets of the Transferor Portfolio to be transferred shall be computed by the Custodian by calculating the value of the assets transferred by the Transferor Portfolio and by subtracting therefrom the amount of the liabilities assigned and transferred to the Acquiring Portfolio, said assets and liabilities to be valued in the manner set forth in the Transferor Trust's Declaration of Trust or By-laws and then current prospectus and statement of additional information. (ii) The number of Premier/Select Class Shares of the Acquiring Portfolio to be issued (including fractional shares, if any) by the Acquiring Portfolio in exchange for the Transferor Portfolio's assets attributable to the Transferor Portfolio's shares shall be determined by an exchange ratio computed by dividing the net value of the Transferor Portfolio's assets attributable to its shares by the net asset value per share of the Premier/Select Class Shares of the Acquiring Portfolio, both as determined in accordance with Section 1(c)(i). (iii) All computations of value shall be made by the Custodian in accordance with its regular practice as pricing agent for the Acquiring Portfolio and the Transferor Portfolio. 2. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING TRUST The Acquiring Trust represents and warrants as follows: (a) ORGANIZATION, EXISTENCE, ETC. The Acquiring Trust is a business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the power to carry on its business as it is now being conducted. The Acquiring Portfolio is a validly existing series of shares of such business trust representing interests therein under the laws of Massachusetts. Each of the Acquiring Portfolio and the Acquiring Trust have all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as now being conducted. (b) REGISTRATION AS INVESTMENT COMPANY. The Acquiring Trust is registered under the Investment Company Act of 1940, as amended (the "Act") as an open-end investment company of the management type; such registration has not been revoked or rescinded and is in full force and effect. A-2 (c) CURRENT OFFERING DOCUMENTS. The current prospectuses and statements of additional information of the Acquiring Trust, as amended, included in the Acquiring Trust's registration statement on Form N-1A filed with the Securities and Exchange Commission, comply in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Act and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) CAPITALIZATION. The Acquiring Trust has an unlimited number of authorized shares of which as of February 28, 2001 there were outstanding 99,025,000 Preferred Class Shares of the Acquiring Portfolio, and no shares of such Portfolio were held in the treasury of the Acquiring Trust. All of the outstanding shares of the Acquiring Trust have been duly authorized and are validly issued, fully paid and nonassessable (except as disclosed in the Acquiring Trust's prospectus and recognizing that under Massachusetts law, shareholders of an Acquiring Trust portfolio could, under certain circumstances, be held personally liable for the obligations of such Acquiring Trust portfolio). Because the Acquiring Trust is an open-end investment company engaged in the continuous offering and redemption of its shares, the number of outstanding shares may change prior to the Effective Time of the Reorganization. All of the issued and outstanding shares of the Acquiring Portfolio have been offered and sold in compliance in all material respects with applicable registration requirements of the Securities Act and applicable state securities laws. (e) FINANCIAL STATEMENTS. The financial statements of the Acquiring Trust with respect to the Acquiring Portfolio for the fiscal year ended August 31, 2000, which have been audited by PricewaterhouseCoopers LLP, fairly present the financial position of the Acquiring Portfolio as of the dates thereof and the respective results of operations and changes in net assets for each of the periods indicated in accordance with generally accepted accounting principles ("GAAP"). The financial statements of the Acquiring Trust with respect to the Acquiring Portfolio for the fiscal period ended February 28, 2001 fairly present the financial position of the Acquiring Portfolio as of the dates thereof and the respective results of operations and changes in net assets for each of the periods indicated in accordance with GAAP. (f) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Portfolio Shares to be issued in connection with the Reorganization will be duly authorized and upon consummation of the Reorganization will be validly issued, fully paid and nonassessable (except as disclosed in the Trust's prospectus and recognizing that under Massachusetts law, shareholders of an Acquiring Trust portfolio could, under certain circumstances, be held personally liable for the obligations of such portfolio). (g) AUTHORITY RELATIVE TO THIS PLAN. The Acquiring Trust, on behalf of the Acquiring Portfolio, has the power to enter into this Plan and to carry out its obligations hereunder. The execution and delivery of this Plan and the consummation of the transactions contemplated hereby have been duly authorized by the Acquiring Trust's Board of Trustees and no other proceedings by the Acquiring Trust other than those contemplated under this Plan are necessary to authorize its officers to effectuate this Plan and the transactions contemplated hereby. The Acquiring Trust is not a party to or obligated under any provision of its Declaration of Trust or By-laws, or under any indenture or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by or which would prevent its execution and performance of this Plan in accordance with its terms. (h) LIABILITIES. There are no liabilities of the Acquiring Portfolio, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the Acquiring Trust's financial statements with respect to the Acquiring Portfolio and liabilities incurred in the ordinary course of business subsequent to August 31, 2000 or otherwise previously disclosed to the Acquiring Trust with respect to the Acquiring Portfolio, none of which has been materially adverse to the business, assets or results of operations of the Acquiring Portfolio. (i) NO MATERIAL ADVERSE CHANGE. Since August 31, 2000, there has been no material adverse change in the financial condition, results of operations, business, properties or assets of the Acquiring Portfolio, other than those occurring in the ordinary course of business (for these purposes, a decline in net asset value and a decline in net assets due to redemptions do not constitute a material adverse change). (j) LITIGATION. There are no claims, actions, suits or proceedings pending or, to the knowledge of the Acquiring Trust, threatened which would adversely affect the Acquiring Trust or the Acquiring Portfolio's assets or business or which would prevent or hinder consummation of the transactions contemplated hereby, there are no facts which would form the basis for the institution of administrative proceedings against the Acquiring Trust or the Acquiring Portfolio and, to the knowledge of the Acquiring Trust, there are no A-3 regulatory investigations of the Acquiring Trust or the Acquiring Portfolio, pending or threatened, other than routine inspections and audits. (k) CONTRACTS. No default exists under any material contract or other commitment to which the Acquiring Trust, on behalf of the Acquiring Portfolio, is subject. (l) TAXES. The federal income tax returns of the Acquiring Trust with respect to the Acquiring Portfolio, and all other income tax returns required to be filed by the Acquiring Trust with respect to the Acquiring Portfolio, have been filed for all taxable years to and including August 31, 2000, and all taxes payable pursuant to such returns have been paid. To the knowledge of the Acquiring Trust, no such return is under audit and no assessment has been asserted in respect of any such return. All federal and other taxes owed by the Acquiring Trust with respect to the Acquiring Portfolio have been paid so far as due. The Acquiring Portfolio has elected to qualify and has qualified as a "regulated investment company" under Subchapter M of the Code as of and since its first taxable year and intends to continue to so qualify. (m) NO APPROVALS REQUIRED. Except for the Registration Statement (as defined in Section 4(a) hereof) and the approval of the Transferor Portfolio's shareholders (referred to in Section 6(a) hereof), no consents, approvals, authorizations, registrations or exemptions under federal or state laws are necessary for the consummation by the Acquiring Trust of the Reorganization, except such as have been obtained as of the date hereof. 3. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR TRUST The Transferor Trust represents and warrants as follows: (a) ORGANIZATION, EXISTENCE, ETC. The Transferor Trust is a business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has the power to carry on its business as it is now being conducted. The Transferor Portfolio is a validly existing series of shares of such business trust representing interests therein under the laws of Massachusetts. Each of Transferor Portfolio and the Transferor Trust has all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as now being conducted. (b) REGISTRATION AS INVESTMENT COMPANY. The Transferor Trust is registered under the Act as an open-end investment company of the management type; such registration has not been revoked or rescinded and is in full force and effect. (c) CURRENT OFFERING DOCUMENTS. The current prospectuses and statements of additional information of the Transferor Trust, as amended, included in the Transferor Trust's registration statement on Form N-1A filed with the Commission, comply in all material respects with the requirements of the Securities Act and the Act and do not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) CAPITALIZATION. The Transferor Trust has an unlimited number of authorized shares of beneficial interest of which as of February 28, 2001 there were outstanding 49,536,000 shares of the Transferor Portfolio, and no shares of such Portfolio were held in the treasury of the Transferor Trust. All of the outstanding shares of the Transferor Trust have been duly authorized and are validly issued, fully paid and nonassessable (except as disclosed in the Transferor Trust's prospectus and recognizing that under Massachusetts law, shareholders of a Trust portfolio could, under certain circumstances, be held personally liable for the obligations of such Trust portfolio). Because the Transferor Trust is an open-end investment company engaged in the continuous offering and redemption of its shares, the number of outstanding shares may change prior to the Effective Time of the Reorganization. All such shares will, at the Exchange Date, be held by the shareholders of record of the Transferor Portfolio as set forth on the books and records of the Transferor Trust in the amounts set forth therein, and as set forth in any list of shareholders of record provided to the Acquiring Portfolio for purposes of the Reorganization, and no such shareholders of record will have any preemptive rights to purchase any Transferor Portfolio shares, and the Transferor Portfolio does not have outstanding any options, warrants or other rights to subscribe for or purchase any Transferor Portfolio shares (other than any existing dividend reinvestment plans of the Transferor Portfolio or as set forth in this Plan), nor are there outstanding any securities convertible into any shares of the Transferor Portfolio (except pursuant to any existing exchange privileges described in the current prospectus and statement of additional information of the Transferor Trust). All of the Transferor Portfolio's issued and outstanding shares have been offered and sold in compliance in all material respects with applicable registration requirements of the Securities Act and applicable state securities laws. A-4 (e) FINANCIAL STATEMENTS. The financial statements for the Transferor Trust with respect to the Transferor Portfolio and for The Tax-Exempt Money Market Portfolio for the fiscal year ended November 30, 2000 which have been audited by PricewaterhouseCoopers LLP fairly present the financial position of the Transferor Portfolio and The Tax-Exempt Money Market Portfolio as of the dates thereof and the respective results of operations and changes in net assets for each of the periods indicated in accordance with GAAP. (f) AUTHORITY RELATIVE TO THIS PLAN. The Transferor Trust, on behalf of the Transferor Portfolio, has the power to enter into this Plan and to carry out its obligations hereunder. The execution and delivery of this Plan and the consummation of the transactions contemplated hereby have been duly authorized by the Transferor Trust's Board of Trustees and no other proceedings by the Transferor Trust other than those contemplated under this Plan are necessary to authorize its officers to effectuate this Plan and the transactions contemplated hereby. The Transferor Trust is not a party to or obligated under any provision of its Declaration of Trust or By-laws, or under any indenture or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by or which would prevent its execution and performance of this Plan in accordance with its terms. (g) LIABILITIES. There are no liabilities of the Transferor Portfolio, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the Transferor Trust's Financial Statements with respect to the Transferor Portfolio and liabilities incurred in the ordinary course of business subsequent to November 30, 2000 or otherwise previously disclosed to the Transferor Trust with respect to the Transferor Portfolio, none of which has been materially adverse to the business, assets or results of operations of the Transferor Portfolio. (h) NO MATERIAL ADVERSE CHANGE. Since November 30, 2000, there has been no material adverse change in the financial condition, results of operations, business, properties or assets of the Transferor Portfolio, other than those occurring in the ordinary course of business (for these purposes, a decline in net asset value and a decline in net assets due to redemptions do not constitute a material adverse change). (i) LITIGATION. There are no claims, actions, suits or proceedings pending or, to the knowledge of the Transferor Trust, threatened which would adversely affect the Transferor Trust or the Transferor Portfolio's assets or business or which would prevent or hinder consummation of the transactions contemplated hereby, there are no facts which would form the basis for the institution of administrative proceedings against the Transferor Trust or the Transferor Portfolio and, to the knowledge of the Transferor Trust, there are no regulatory investigations of the Transferor Trust or the Transferor Portfolio, pending or threatened, other than routine inspections and audits. (j) CONTRACTS. The Transferor Trust, on behalf of the Transferor Portfolio, is not subject to any contracts or other commitments (other than this Plan) which will not be terminated with respect to the Transferor Portfolio without liability to the Transferor Trust or the Transferor Portfolio as of or prior to the Effective Time of the Reorganization. (k) TAXES. The federal income tax returns of the Transferor Trust with respect to the Transferor Portfolio, and all other income tax returns required to be filed by the Transferor Trust with respect to the Transferor Portfolio, have been filed for all taxable years to and including November 30, 2000, and all taxes payable pursuant to such returns have been paid. To the knowledge of the Transferor Trust, no such return is under audit and no assessment has been asserted in respect of any such return. All federal and other taxes owed by the Transferor Trust with respect to the Transferor Portfolio have been paid so far as due. The Transferor Portfolio has elected to qualify as a "regulated investment company" under Subchapter M of the Code, as of and since its first taxable year, and shall continue to so qualify until the Effective Time of the Reorganization. (l) NO APPROVALS REQUIRED. Except for the Registration Statement (as defined in Section 4(a) hereof) and the approval of the Transferor Portfolio's shareholders referred to in Section 6(a) hereof, no consents, approvals, authorizations, registrations or exemptions under federal or state laws are necessary for the consummation by the Transferor Trust of the Reorganization, except such as have been obtained as of the date hereof. A-5 4. COVENANTS OF THE ACQUIRING TRUST The Acquiring Trust covenants to the following: (a) REGISTRATION STATEMENT. On behalf of the Acquiring Portfolio, the Acquiring Trust shall file with the Commission a Registration Statement on Form N-14 (the "Registration Statement") under the Securities Act relating to the Acquiring Portfolio Shares issuable hereunder and the proxy statement of the Transferor Portfolio relating to the meeting of the Transferor Portfolio's shareholders referred to in Section 5(a) herein. At the time the Registration Statement becomes effective, the Registration Statement (i) will comply in all material respects with the provisions of the Securities Act and the rules and regulations of the Commission thereunder (the "Regulations") and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time the Registration Statement becomes effective, at the time of the Transferor Portfolio shareholders' meeting referred to in Section 5(a) hereof, and at the Effective Time of the Reorganization, the prospectus/proxy statement (the "Prospectus") and statement of additional information (the "Statement of Additional Information") included therein, as amended or supplemented by any amendments or supplements filed by the Trust, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) COOPERATION IN EFFECTING REORGANIZATION. The Acquiring Trust agrees to use all reasonable efforts to effectuate the Reorganization, to continue in operation thereafter, and to obtain any necessary regulatory approvals for the Reorganization. The Acquiring Trust shall furnish such data and information relating to the Acquiring Trust as shall be reasonably requested for inclusion in the information to be furnished to the Transferor Portfolio shareholders in connection with the meeting of the Transferor Portfolio's shareholders for the purpose of acting upon this Plan and the transactions contemplated herein. (c) OPERATIONS IN THE ORDINARY COURSE. Except as otherwise contemplated by this Plan, the Acquiring Trust shall conduct the business of the Acquiring Portfolio in the ordinary course until the consummation of the Reorganization, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions. 5. COVENANTS OF THE TRANSFEROR TRUST The Transferor Trust covenants to the following: (a) MEETING OF THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. The Transferor Trust shall call and hold a meeting of the shareholders of the Transferor Portfolio for the purpose of acting upon this Plan and the transactions contemplated herein. (b) PORTFOLIO SECURITIES. With respect to the assets to be transferred in accordance with Section 1(a), the Transferor Portfolio's assets shall consist of all property and assets of any nature whatsoever, including, without limitation, all cash, cash equivalents, securities, claims and receivables (including dividend and interest receivables) owned, and any deferred or prepaid expenses shown as an asset on the Transferor Trust's books maintained on behalf of the Transferor Portfolio. At least five (5) business days prior to the Exchange Date, the Transferor Portfolio will provide the Acquiring Trust, for the benefit of the Acquiring Portfolio, with a list of its assets and a list of its stated liabilities. The Transferor Portfolio shall have the right to sell any of the securities or other assets shown on the list of assets prior to the Exchange Date but will not, without the prior approval of the Acquiring Trust, on behalf of the Acquiring Portfolio, acquire any additional securities other than securities which the Acquiring Portfolio is permitted to purchase, pursuant to its investment objective and policies or otherwise (taking into consideration its own portfolio composition as of such date). In the event that the Transferor Portfolio holds any investments that the Acquiring Portfolio would not be permitted to hold, the Transferor Portfolio will dispose of such securities prior to the Exchange Date to the extent practicable, to the extent permitted by its investment objective and policies and to the extent that its shareholders would not be materially affected in an adverse manner by such a disposition. In addition, the Transferor Trust will prepare and deliver immediately prior to the Effective Time of the Reorganization, a Statement of Assets and Liabilities of the Transferor Portfolio, prepared in accordance with GAAP (each, a "Schedule"). All securities to be listed in the Schedule for the Transferor Portfolio as of the Effective Time of the Reorganization will be owned by the Transferor Portfolio free and clear of any liens, claims, charges, options and encumbrances, except as indicated in such Schedule, and, except as so indicated, none of such securities is or, after the Reorganization as contemplated hereby, will be subject to any restrictions, legal or contractual, on the disposition thereof (including restrictions as to the public A-6 offering or sale thereof under the Securities Act) and, except as so indicated, all such securities are or will be readily marketable. (c) REGISTRATION STATEMENT. In connection with the preparation of the Registration Statement, the Transferor Trust will cooperate with the Acquiring Trust and will furnish to the Acquiring Trust the information relating to the Transferor Portfolio required by the Securities Act and the Regulations to be set forth in the Registration Statement (including the Prospectus and Statement of Additional Information). At the time the Registration Statement becomes effective, the Registration Statement, insofar as it relates to the Transferor Portfolio, (i) will comply in all material respects with the provisions of the Securities Act and the Regulations and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time the Registration Statement becomes effective, at the time of the Transferor Portfolio's shareholders' meeting referred to in Section 5(a) and at the Effective Time of the Reorganization, the Prospectus and Statement of Additional Information, as amended or supplemented by any amendments or supplements filed by the Transferor Trust, insofar as they relate to the Transferor Portfolio, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the Registration Statement, Prospectus or Statement of Additional Information made in reliance upon and in conformity with information furnished by the Transferor Portfolio for use in the registration statement, prospectus or statement of additional information as provided in this Section 5(c). (d) COOPERATION IN EFFECTING REORGANIZATION. The Transferor Trust agrees to use all reasonable efforts to effectuate the Reorganization and to obtain any necessary regulatory approvals for the Reorganization. (e) OPERATIONS IN THE ORDINARY COURSE. Except as otherwise contemplated by this Plan, the Transferor Trust shall conduct the business of the Transferor Portfolio in the ordinary course until the consummation of the Reorganization, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions. (f) STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within 60 days after the Exchange Date, the Transferor Trust on behalf of the Transferor Portfolio, shall prepare a statement of the earnings and profits of the Transferor Portfolio for federal income tax purposes, and of any capital loss carryovers and other items that the Acquiring Portfolio will succeed to and take into account as a result of Section 381 of the Code. 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRANSFEROR TRUST The obligations of the Transferor Trust with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions: (a) APPROVAL BY THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. This Plan and the transactions contemplated by the Reorganization shall have been approved by the requisite vote of the shares of the Transferor Portfolio entitled to vote on the matter ("Transferor Shareholder Approval"). (b) COVENANTS, WARRANTIES AND REPRESENTATIONS. The Acquiring Trust shall have complied with each of its covenants contained herein, each of the representations and warranties contained herein shall be true in all material respects as of the Effective Time of the Reorganization (except as otherwise contemplated herein), and there shall have been no material adverse change (as described in Section 2(i)) in the financial condition, results of operations, business, properties or assets of the Acquiring Portfolio since August 31, 2000. (c) REGULATORY APPROVAL. The Registration Statement shall have been declared effective by the Commission and no stop orders under the Securities Act pertaining thereto shall have been issued, and all other approvals, registrations, and exemptions under federal and state laws considered to be necessary shall have been obtained (collectively, the "Regulatory Approvals"). (d) TAX OPINION. The Transferor Trust shall have received the opinion of Simpson Thacher & Bartlett, dated on or before the Exchange Date, addressed to and in form and substance satisfactory to the Transferor Trust, as to certain of the federal income tax consequences under the Code of the Reorganization, insofar as it relates to the Transferor Portfolio and the Acquiring Portfolio, and to shareholders of the Transferor Portfolio (the "Tax Opinion"). For purposes of rendering the Tax Opinion, Simpson Thacher & Bartlett may rely exclusively and without independent verification, as to factual matters, upon the statements made in this A-7 Plan, the Prospectus and Statement of Additional Information, and upon such other written representations as the President or Treasurer of the Transferor Trust will have verified as of the Effective Time of the Reorganization. The Tax Opinion will be to the effect that, based on the facts and assumptions stated therein, for federal income tax purposes: (i) the Reorganization will constitute a reorganization within the meaning of section 368(a)(1) of the Code with respect to the Transferor Portfolio and the Acquiring Portfolio; (ii) no gain or loss will be recognized by any of the Transferor Portfolio or the Acquiring Portfolio upon the transfer of all the assets and liabilities, if any, of the Transferor Portfolio to the Acquiring Portfolio solely in exchange for shares of the Acquiring Portfolio or upon the distribution of the shares of the Acquiring Portfolio to the holders of the shares of the Transferor Portfolio solely in exchange for all of the shares of the Transferor Portfolio; (iii) no gain or loss will be recognized by shareholders of the Transferor Portfolio upon the exchange of shares of such Transferor Portfolio solely for shares of the Acquiring Portfolio; (iv) the holding period and tax basis of the shares of the Acquiring Portfolio received by each holder of shares of the Transferor Portfolio pursuant to the Reorganization will be the same as the holding period and tax basis of shares of the Transferor Portfolio held by such holder immediately prior to the Reorganization (provided the shares of the Transferor Portfolio were held as a capital asset on the date of the Reorganization); and (v) the holding period and tax basis of the assets of the Transferor Portfolio acquired by the Acquiring Portfolio will be the same as the holding period and tax basis of those assets to the Transferor Portfolio immediately prior to the Reorganization. (e) CONCURRENT REORGANIZATION. The Reorganization of each of J.P. Morgan Institutional Tax Exempt Money Market Fund, a series of the Transferor Trust, and J.P. Morgan Tax Exempt Money Market Fund, a series of J.P. Morgan Funds, into the Acquiring Portfolio shall have been consummated. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING TRUST The obligations of the Acquiring Trust with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions: (a) APPROVAL BY THE TRANSFEROR PORTFOLIO'S SHAREHOLDERS. The Transferor Shareholder Approval shall have been obtained. (b) COVENANTS, WARRANTIES AND REPRESENTATIONS. The Transferor Trust shall have complied with each of its covenants contained herein, each of the representations and warranties contained herein shall be true in all material respects as of the Effective Time of the Reorganization (except as otherwise contemplated herein), and there shall have been no material adverse change (as described in Section 3(h)) in the financial condition, results of operations, business, properties or assets of the Transferor Portfolio since November 30, 2000. (c) PORTFOLIO SECURITIES. All securities to be acquired by the Acquiring Portfolio in the Reorganization shall have been approved for acquisition by J.P. Morgan Fleming Asset Management (USA) Inc. ("JPMFAM"), in its capacity as investment adviser to the Acquiring Portfolio, as consistent with the investment policies of the Acquiring Portfolio. (d) REGULATORY APPROVAL. The Regulatory Approvals shall have been obtained. (e) DISTRIBUTION OF INCOME AND GAINS. The Transferor Trust on behalf of the Transferor Portfolio shall have distributed to the shareholders of the Transferor Portfolio all of the Transferor Portfolio's investment company taxable income (determined without regard to the deduction for dividends paid) as defined in Section 852(b)(2) of the Code for its taxable year ending on the Exchange Date and all of its net capital gain as such term is used in Section 852(b)(3) of the Code, after reduction by any capital loss carry forward, for its taxable year ending on the Exchange Date. (f) TAX OPINION. The Acquiring Trust shall have received the Tax Opinion. (g) CONCURRENT REORGANIZATION. The Reorganization of each of J.P. Morgan Institutional Tax Exempt Money Market Fund, a series of the Transferor Trust, and J.P. Morgan Tax Exempt Money Market Fund, a series of J.P. Morgan Funds, into the Acquiring Portfolio shall have been consummated. 8. AMENDMENTS; TERMINATIONS; NO SURVIVAL OF COVENANTS, WARRANTIES AND REPRESENTATIONS (a) AMENDMENTS. The parties hereto may, by agreement in writing authorized by their respective Boards of Trustees amend this Plan at any time before or after approval hereof by the shareholders of the A-8 Transferor Portfolio, but after such approval, no amendment shall be made which substantially changes the terms hereof. (b) WAIVERS. At any time prior to the Effective Time of the Reorganization, either the Transferor Trust or the Acquiring Trust may by written instrument signed by it (i) waive any inaccuracies in the representations and warranties made to it contained herein and (ii) waive compliance with any of the covenants or conditions made for its benefit contained herein, except that conditions set forth in Sections 6(c) and 7(d) may not be waived. (c) TERMINATION BY THE TRANSFEROR TRUST. The Transferor Trust, on behalf of the Transferor Portfolio, may terminate this Plan with respect to the Transferor Portfolio at any time prior to the Effective Time of the Reorganization by notice to the Acquiring Trust and JPMFAM if (i) a material condition to the performance of the Transferor Trust hereunder or a material covenant of the Acquiring Trust contained herein shall not be fulfilled on or before the date specified for the fulfillment thereof or (ii) a material default or material breach of this Plan shall be made by the Acquiring Trust. In addition, this Plan may be terminated by the Transferor Trust at any time prior to the Effective Time of the Reorganization, whether before or after approval of this Plan by the shareholders of the Transferor Portfolio, without liability on the part of any party hereto, its Trustees, officers or shareholders or J.P. Morgan Investment Management Inc. ("JPMIM") on notice to the other parties in the event that the Board of Trustees determines that proceeding with this Plan is not in the best interests of the shareholders of the Transferor Portfolio. (d) TERMINATION BY THE ACQUIRING TRUST. The Acquiring Trust, on behalf of the Acquiring Portfolio, may terminate this Plan with respect to the Acquiring Portfolio at any time prior to the Effective Time of the Reorganization by notice to the Transferor Trust and JPMIM if (i) a material condition to the performance of the Acquiring Trust hereunder or a material covenant of the Transferor Trust contained herein shall not be fulfilled on or before the date specified for the fulfillment thereof or (ii) a material default or material breach of this Plan shall be made by the Transferor Trust. In addition, this Plan may be terminated by the Acquiring Trust at any time prior to the Effective Time of the Reorganization, whether before or after approval of this Plan by the shareholders of the Transferor Portfolio, without liability on the part of any party hereto, its Trustees, officers or shareholders or JPMIM on notice to the other parties in the event that the Board of Trustees determines that proceeding with this Plan is not in the best interests of the shareholders of the Acquiring Portfolio. (e) SURVIVAL. No representations, warranties or covenants in or pursuant to this Plan, except for the provisions of Section 5(f) and Section 9 of this Plan, shall survive the Reorganization. 9. EXPENSES The expenses of the Reorganization will be borne by J.P. Morgan Chase & Co. ("JPMC"). Such expenses include, without limitation, (i) expenses incurred in connection with the entering into and the carrying out of the provisions of this Plan; (ii) expenses associated with the preparation and filing of the Registration Statement; (iii) fees and expenses of preparing and filing such forms as are necessary under any applicable state securities laws in connection with the Reorganization; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal fees and (viii) solicitation costs relating to the Reorganization. In addition, JPMC or an affiliate will waive fees payable to it or reimburse expenses to the extent necessary such that the actual (post-waiver) total expense ratios of the Premier/Select Class Shares and the Institutional Class Shares of the Acquiring Portfolio are not higher than those set forth in the Registration Statement for a period of three years, or one year with respect to the Morgan Class Shares and Agency Class Shares, after the Exchange Date. 10. NOTICES Any notice, report, statement or demand required or permitted by any provision of this Plan shall be in writing and shall be given by hand, certified mail or by facsimile transmission, shall be deemed given when received and shall be addressed to the parties hereto at their respective addresses listed below or to such A-9 other persons or addresses as the relevant party shall designate as to itself from time to time in writing delivered in like manner: if to the Acquiring Trust (for itself or on behalf of the Acquiring Portfolio): 1211 Avenue of the Americas, 41st Floor New York, New York 10036 with a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017 Attention: Sarah E. Cogan, Esq. if to the Transferor Trust (for itself or on behalf of the Transferor Portfolio): 60 State Street Suite 1300 Boston, Massachusetts 02109 with a copy to: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: John E. Baumgardner, Jr., Esq. if to the adviser of the Transferor Trust: 522 Fifth Avenue New York, NY 10036 if to the adviser of the Acquiring Trust: 522 Fifth Avenue New York, NY 10036 if to J.P. Morgan Chase & Co.: 522 Fifth Avenue New York, NY 10036 11. RELIANCE All covenants and agreements made under this Plan shall be deemed to have been material and relied upon by the Transferor Trust and the Acquiring Trust notwithstanding any investigation made by such party or on its behalf. 12. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT (a) The section and paragraph headings contained in this Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of this Plan. (b) This Plan may be executed in any number of counterparts, each of which shall be deemed an original. (c) This Plan shall be governed by and construed in accordance with the laws of The State of New York. (d) This Plan shall bind and inure to the benefit of the Transferor Trust, the Transferor Portfolio, the Acquiring Trust and the Acquiring Portfolio and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Plan. (e) The name "J.P. Morgan Institutional Funds" is the designation of its Trustees under a Declaration of Trust dated November 4, 1992, as amended, and all persons dealing with the Transferor Trust must look A-10 solely to the Transferor Trust's property for the enforcement of any claims against the Transferor Trust, as none of the Transferor Trustees, officers, agents or shareholders assumes any personal liability for obligations entered into on behalf of the Transferor Trust. No series of the Transferor Trust shall be liable for claims against any other series of the Transferor Trust. (f) The name "Mutual Fund Trust" is the designation of its Trustees under a Declaration of Trust dated February 1, 1994, as amended, and all persons dealing with the Acquiring Trust must look solely to the Acquiring Trust's property for the enforcement of any claims against the Acquiring Trust, as none of the Acquiring Trustees, officers, agents or shareholders assumes any personal liability for obligations entered into on behalf of the Acquiring Trust. No series of the Acquiring Trust shall be liable for claims against any other series of the Acquiring Trust. IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date first above written. J.P. MORGAN INSTITUTIONAL FUNDS on behalf of J.P. Morgan Institutional Service Tax-Exempt Money Market Fund By: /s/ Sharon Weinberg -------------------------------------------- Name: Sharon Weinberg Title: Vice President and Secretary MUTUAL FUND TRUST on behalf of JPMorgan Tax Free Money Market Fund By: /s/ Fergus Reid, III -------------------------------------------- Name: Fergus Reid, III Title: Chairman Agreed and acknowledged with respect to Section 9: J.P. MORGAN CHASE & CO. By: /s/ George Gatch -------------------------------------------- Name: George Gatch Title: Managing Director A-11 STATEMENT OF ADDITIONAL INFORMATION (SPECIAL MEETING OF SHAREHOLDERS OF JPMORGAN INSTITUTIONAL SERVICE TAX-EXEMPT MONEY MARKET FUND, A SERIES OF J.P. MORGAN INSTITUTIONAL FUNDS) This Statement of Additional Information is not a prospectus but should be read in conjunction with the Combined Prospectus/Proxy Statement dated May 12, 2001 for the Special Meeting of Shareholders of J.P. Morgan Institutional Service Tax-Exempt Money Market Fund (the "Merging Fund"), a series of J.P. Morgan Institutional Funds ("JPMIF"), to be held on July 3, 2001. Copies of the Combined Prospectus/Proxy Statement may be obtained at no charge by calling the Merging Fund at 1-800-348-4782. Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Combined Prospectus/Proxy Statement. Further information about the Surviving Fund and the Merging Fund is contained in each of MFT's and JPMIF's Statements of Additional Information, which are incorporated herein by reference. The date of this Statement of Additional Information is May 12, 2001. GENERAL INFORMATION The Shareholders of the Merging Fund are being asked to consider and vote on two proposals. With respect to an Agreement and Plan of Reorganization (the "Reorganization Plan") dated as of May 11, 2001 by and among JPMIF, on behalf of the Merging Fund, MFT, on behalf of the Surviving Fund and JPMC, and the transactions contemplated thereby, the Reorganization Plan contemplates the transfer of all of the assets and liabilities of the Merging Fund to the Surviving Fund in exchange for shares issued by MFT in the Surviving Fund that will have an aggregate net asset value equal to the aggregate net asset value of the shares of the Merging Fund that are outstanding immediately before the Effective Time of the Reorganization. Following the exchange, the Merging Fund will make a liquidating distribution of the Surviving Fund shares to its Shareholders, so that a holder of shares in the Merging Fund will receive Premier Class Shares of the Surviving of equal value, plus the right to receive any unpaid dividends and distributions that were declared before the Effective Time of the Reorganization. At the Meeting, shareholders will also be asked to consider and vote upon the election of Trustees of JPMIF. A Special Meeting of Shareholders of the Merging Fund to consider the proposals and the related transaction will be held at the offices of J.P. Morgan Chase & Co., 1211 Avenue of the Americas, 41st Floor, New York, NY, on July 3, 2001 at 9:00 a.m., Eastern time. For further information about the transaction, see the Combined Prospectus/Proxy Statement. 2 FINANCIAL STATEMENTS The audited financial highlights, financial statements and notes thereto of the Merging Fund and the Surviving Fund contained in their Annual Reports dated November 30, 2000 and August 31, 2000, respectively, are incorporated by reference into this Statement of Additional Information related to this Combined Prospectus/Proxy Statement. The audited financial statements, notes thereto and supplementary data of the Master Portfolio contained in its Annual Report dated November 30, 2000 are incorporated by reference into this Statement of Additional Information related to this Combined Prospectus/Proxy Statement. The financial highlights, financial statements, notes thereto and supplementary data, as applicable, which appear in each of the Merging Fund's, the Master Portfolio's and the Surviving Fund's Annual Report have been audited by PricewaterhouseCoopers LLP, whose reports thereon also appear in such Annual Reports and are also incorporated herein by reference. The financial highlights, financial statements, notes thereto and supplementary data, as applicable, for the Merging Fund and the Master Portfolio for the fiscal year ended November 30, 2000 and for the Surviving Fund for the fiscal year ended August 31, 2000 have been incorporated herein by reference in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on their authority as experts in auditing and accounting. The unaudited financial highlights, financial statements and notes thereto of the Surviving Fund for the fiscal period ended February 28, 2001, are incorporated by reference herein and into the Statement of Additional Information related to this Combined Prospectus/Proxy Statement. 3 JPMorgan Tax Exempt Money Market Portfolio / JPMorgan Tax Free Money Market Fund Combined Portfolio of Investments For The Year Ended February 28, 2001 (Amounts in Thousands) PRINCIPAL AMOUNT - --------------------------------------------------------------------------- PRO FORMA THE TAX EXEMPT COMBINED JPMORGAN TAX FREE MONEY MARKET PRO FORMA JPMORGAN TAX FREE MONEY MARKET FUND PORTFOLIO ADJUSTMENTS MONEY MARKET FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% --------------------------------------------------------- ALABAMA 2.25% Alabama Special Care Facilities Financing Authority Mobile Rev.,Series 1999 B, (Ascension Health 52,700 52,700 Credit), VRDN, 3.30% Birmingham, Alabama, Apartment Authority, Municipal Securities Trust Receipts, Ser. SGA-47, Rev., FRDO, 5,000 5,000 3.24%, 3/2/2001 Infirmary Health Systems, Special Care Facilities Financing Authority, Mobile, Alabama, Infirmary Health Systems Inc., Ser. A, Rev., FRDO, 3.50%, 3,000 3,000 3/6/2001 Stevenson, Alabama, Industrial Development Board, Environmental Improvement, The Mead Corp. Project, 1,500 1,500 Rev., FRDO, 3.15%, 3/1/2001 University of Alabama, Hospital, Ser. B, Rev., FRDO, 1,900 1,900 3.15%, 3/7/2001 West Jefferson Industrial Development Board Pollution Control Rev.,(AlabamaPower Co.), VRDN, 50,190 50,190 3.10%, 3/1/01 TOTAL ALABAMA ALASKA 1.23% Alaska State, Housing Finance Corp., Floating Rate Trusts Receipts, Ser. N-13, Regulation D, Rev., 7,875 7,875 FRDO, 3.35%, 3/2/2001 Alaska State, Housing Finance Corp., FLOATS, Ser. 7,835 7,835 L20, Regulation D, FRDO, 3.35%, 3/2/2001 Alaska State, Housing Finance Corp., FLOATS, Ser. 6,845 6,845 PT-202, Rev., FRDO, 3.54%, 3/1/2001 Valdez Marine Terminal Rev., (Exxon Pipeline Company 5,400 5,400 Project), 3.10%, 3/1/01 Valdez Marine Terminal Rev., Series 1993 A, (Exxon 17,200 17,200 Pipeline Co.),VRDN, 3.10%, 3/1/01 Valdez Marine Terminal Rev., Series 1993 C, (Exxon 12,550 12,550 Pipeline Co.),VRDN, 3.10%, 3/1/01 Valdez, Alaska, Marine Terminal, Ser. A-28, 5,000 5,000 Regulation D, FRDO, 3.35%, 3/7/2001 TOTAL ALASKA ARIZONA 0.95% Apache County Industrial Development Authority Industrial DevelopmentRev., (Tucson Electric Power), 7,700 7,700 VRDN, 3.20%, 3/7/01 (LOC: Toronto Dominion Bank) Farmington, New Mexico, PCR, Arizona Public Services 300 300 Co., Ser. A, Rev., FRDO, 3.10%, 3/1/2001 MARKET VALUE --------------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- ALABAMA 2.25% Alabama Special Care Facilities Financing Authority Mobile Rev.,Series 1999 B, (Ascension Health Credit), VRDN, 3.30% $ - $ 52,700 $ 52,700 Birmingham, Alabama, Apartment Authority, Municipal Securities Trust Receipts, Ser. SGA-47, Rev., FRDO, 3.24%, 3/2/2001 5,000 5,000 Infirmary Health Systems, Special Care Facilities Financing Authority, Mobile, Alabama, Infirmary Health Systems Inc., Ser. A, Rev., FRDO, 3.50%, 3/6/2001 3,000 3,000 Stevenson, Alabama, Industrial Development Board, Environmental Improvement, The Mead Corp. Project, Rev., FRDO, 3.15%, 3/1/2001 1,500 1,500 University of Alabama, Hospital, Ser. B, Rev., FRDO, 3.15%, 3/7/2001 1,900 1,900 West Jefferson Industrial Development Board Pollution Control Rev.,(AlabamaPower Co.), VRDN, 3.10%, 3/1/01 50,190 50,190 --------------------------------------------------------------- TOTAL ALABAMA 11,400 102,890 114,290 ALASKA 1.23% Alaska State, Housing Finance Corp., Floating Rate Trusts Receipts, Ser. N-13, Regulation D, Rev., FRDO, 3.35%, 3/2/2001 7,875 7,875 Alaska State, Housing Finance Corp., FLOATS, Ser. L20, Regulation D, FRDO, 3.35%, 3/2/2001 7,850 7,850 Alaska State, Housing Finance Corp., FLOATS, Ser. PT-202, Rev., FRDO, 3.54%, 3/1/2001 6,845 6,845 Valdez Marine Terminal Rev., (Exxon Pipeline Company Project), 3.10%, 3/1/01 5,400 5,400 Valdez Marine Terminal Rev., Series 1993 A, (Exxon Pipeline Co.),VRDN, 3.10%, 3/1/01 17,200 17,200 Valdez Marine Terminal Rev., Series 1993 C, (Exxon Pipeline Co.),VRDN, 3.10%, 3/1/01 12,550 12,550 Valdez, Alaska, Marine Terminal, Ser. A-28, Regulation D, FRDO, 3.35%, 3/7/2001 5,000 5,000 --------------------------------------------------------------- TOTAL ALASKA 27,570 35,150 62,720 ARIZONA 0.95% Apache County Industrial Development Authority Industrial DevelopmentRev., (Tucson Electric Power), VRDN, 3.20%, 3/7/01 (LOC: Toronto Dominion Bank) 7,700 7,700 Farmington, New Mexico, PCR, Arizona Public Services Co., Ser. A, Rev., FRDO, 3.10%, 3/1/2001 300 300 4 See Notes to Pro Forma Financial Statements PRINCIPAL AMOUNT - --------------------------------------------------------------------------- PRO FORMA THE TAX EXEMPT COMBINED JPMORGAN TAX FREE MONEY MARKET PRO FORMA JPMORGAN TAX FREE MONEY MARKET FUND PORTFOLIO ADJUSTMENTS MONEY MARKET FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% --------------------------------------------------------- Maricopa County Pollution Control Corp. Rev., Series 1994 D, (Arizona Public Service Co.), VRDN, 3.05%, 3,000 3,000 3/1/01 (LOC: Bank of America N.A.) Salt River Project Agricultural Improvement & Power 10,543 10,543 District Elec,Series 2000-274, VRDN, 3.57%, 3/1/01 Salt River, Arizona, Agricultural Improvement & Power District, Electric Systems, Salt River 3,200 3,200 Project, Ser. B, Rev., 4.65%, 1/1/2002 Tempe, Arizona, Excise Tax, Rev., FRDO, 3.15%, 1,300 1,300 3/1/2001 University of Arizona, COP, Series 1999 B, (Student 5,000 5,000 UnionBookstore), VRDN, 3.15%, 3/7/01 (AMBAC) University of Arizona, COP, Series 2000 A, (Main 12,000 12,000 Campus &Research),VRN, 3.15%, 3/7/01 (AMBAC) University of Arizona, Main Campus & Research, Ser. 5,300 5,300 A, Rev., COP, FRDO, 3.15%, 3/2/2001 TOTAL ARIZONA ARKANSAS 0.27% Arkansas Hospital Equipment Finance Authority, AHA 8,000 8,000 Pooled Financing Program, Rev., FRDO, 3.20%, 3/7/2001 Columbia County, Arkansas, Solid Waste Disposal, 5,500 5,500 Albemarle Corp. Project, Rev., FRDO, 3.70%, 3/1/2001 TOTAL ARKANSAS CALIFORNIA 0.94% Los Angeles Regional Airports Improvement Corp. 47,940 47,940 Lease Rev.,(Sublease-Societe Generale) COLORADO 1.63% Arapahoe County, Colorado, Capital Improvement Trust, Federal Highway, FLOATS, Ser. PT-437, Rev., 1,000 1,000 Prerefunded to 08/31/05, FRDO, 3.54%, 3/1/2001 2,850 2,850 Arvada, Colorado, Rev., FRDO, 3.80%, 3/22/2001 Colorado Health Facilities Authority, Catholic 4,800 4,800 Health, Ser. B, Rev., FRDO, 3.25%, 3/1/2001 Colorado Springs, Colorado, Utilities, Municipal Securities Trust Receipts, Ser. SGA-88, Rev., FRDO, 6,000 6,000 3.20%, 3/1/2001 Colorado Springs Utilities Rev., Series 1991 C, 7,510 7,510 6.75%, 11/15/21 Colorado Student Obligation Bond Authority, Student Loan, Senior Lien, Ser. A-3, Rev., FRDO, 2,500 2,500 3.25%, 3/7/2001 Colorado Water Resources & Power Development Authority DrinkingWater, Series 2000 PA 695, 4,925 4,925 VRDN, 3.54%, 3/1/01 Denver City & County Airport Rev. Series 1999 A- 11,965 11,965 16, RegisteredD, VRDN, 3.35%, 3/7/01 (MBIA) Denver City & County, COP, Series 2000 PA-733, 14,315 14,315 VRDN, 3.54%, 3/1/01 (AMBAC) Denver, Colorado, City & County Airport, Floating Rate Certificates, Ser.L-27, Regulation D, Rev., 3,400 3,400 FRDO, 3.40%, 3/7/2001 Denver, Colorado, City & County, GO, 6.38%, 1,000 1,000 8/1/2001 MARKET VALUE --------------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Maricopa County Pollution Control Corp. Rev., Series 3,000 3,000 1994 D, (Arizona Public Service Co.),VRDN, 3.05%, 3/1/01 (LOC: Bank of America N.A.) 10,543 10,543 Salt River Project Agricultural Improvement & Power District Elec, Series 2000-274, VRDN, 3.57%, 3/1/01 Salt River, Arizona, Agricultural Improvement & Power District, Electric Systems, Salt River Project, Ser. B, Rev., 4.65%, 1/1/2002 3,227 3,227 Tempe, Arizona, Excise Tax, Rev., FRDO, 3.15%, 3/1/2001 1,300 1,300 University of Arizona, COP, Series 1999 B, (Student UnionBookstore), VRDN, 3.15%, 3/7/01 (AMBAC) 5,000 5,000 University of Arizona, COP, Series 2000 A, (Main Campus &Research),VRN, 3.15%, 3/7/01 (AMBAC) 12,000 12,000 University of Arizona, Main Campus & Research, Ser. A, Rev., COP, FRDO, 3.15%, 3/2/2001 5,300 5,300 --------------------------------------------------------------- TOTAL ARIZONA 10,127 38,243 48,370 ARKANSAS 0.27% Arkansas Hospital Equipment Finance Authority, AHA Pooled Financing Program, Rev., FRDO, 3.20%, 3/7/2001 8,000 8,000 Columbia County, Arkansas, Solid Waste Disposal, Albemarle Corp. Project, Rev., FRDO, 3.70%, 3/1/2001 5,500 5,500 --------------------------------------------------------------- TOTAL ARKANSAS 13,500 - 13,500 CALIFORNIA 0.94% Los Angeles Regional Airports Improvement Corp. Lease Rev.,(Sublease-Societe Generale) 47,940 47,940 --------------------------------------------------------------- COLORADO 1.63% Arapahoe County, Colorado, Capital Improvement Trust, Federal Highway, FLOATS, Ser. PT-437, Rev., Prerefunded to 08/31/05, FRDO, 3.54%, 3/1/2001 1,001 1,001 Arvada, Colorado, Rev., FRDO, 3.80%, 3/22/2001 2,850 2,850 Colorado Health Facilities Authority, Catholic Health, Ser. B, Rev., FRDO, 3.25%, 3/1/2001 4,800 4,800 Colorado Springs, Colorado, Utilities, Municipal Securities Trust Receipts, Ser. SGA-88, Rev., FRDO, 3.20%, 3/1/2001 6,000 6,000 Colorado Springs Utilities Rev., Series 1991 C, 6.75%, 11/15/21 7,778 7,778 Colorado Student Obligation Bond Authority, Student Loan, Senior Lien, Ser. A-3, Rev., FRDO, 3.25%, 3/7/2001 2,500 2,500 Colorado Water Resources & Power Development Authority DrinkingWater, Series 2000 PA 695, VRDN, 3.54%, 3/1/01 4,925 4,925 Denver City & County Airport Rev., Series 1999 A-16, RegisteredD, VRDN, 3.35%, 3/7/01 (MBIA) 11,965 11,965 Denver City & County, COP, Series 2000 PA-733, VRDN, 3.54%, 3/1/01 (AMBAC) 14,315 14,315 Denver, Colorado, City & County Airport, Floating Rate Certificates, Ser.L-27, Regulation D, Rev., FRDO, 3.40%, 3/7/2001 3,400 3,400 Denver, Colorado, City & County, GO, 6.38%, 8/1/2001 1,023 1,023 5 See Notes to Pro Forma Financial Statements PRINCIPAL AMOUNT - --------------------------------------------------------------------------- PRO FORMA THE TAX EXEMPT COMBINED JPMORGAN TAX FREE MONEY MARKET PRO FORMA JPMORGAN TAX FREE MONEY MARKET FUND PORTFOLIO ADJUSTMENTS MONEY MARKET FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% --------------------------------------------------------- Jefferson County, Colorado, School District No. 3,000 3,000 R-001, TAN, GO, 5.00%, 6/27/2001 Platte River Power Authority Power Rev., Series 2000 8,370 8,370 PA-729R,VRDN, 3.54%, 3/1/01 Smith Creek Metropolitan District, VRDN, 3.50%, 10,950 10,950 3/1/01 (LOC:Bank of America N.A.) TOTAL COLORADO CONNECTICUT 0.41% Connecticut Health & Educational Facilities Authority Rev., Series 1999B, (Ascension Health 5,700 5,700 Credit), VRDN, 3.30%, 3/7/01 15,100 15,100 Meriden, Connecticut, GO, BAN, 4.75%, 8/8/2001 TOTAL CONNECTICUT DISTRICT OF COLUMBIA District of Columbia, Housing Finance Agency, Ser. 2,050 2,050 L-1, Regulation D, Rev., FRDO, 3.40%, 3/1/2001 District of Columbia, National Children's Center 2,535 2,535 Inc., FRDO, 3.55%, 3/1/2001 District of Columbia Rev., Series 1996 A, (The American UniversityIssue), VRDN, 3.20%, 3/7/01 12,000 12,000 (AMBAC) District of Columbia Rev., Series 2000 B, 7,690 7,690 (MultimodalSmithsonian), VRDN, 3.45%, 3/1/01 District of Columbia Rev., Series 2000 C, (George 40,835 40,835 WashingtonUniversity), VRDN, 3.20%, 3/7/01 (MBIA) District of Columbia Rev., (The American University 28,900 28,900 Issue), VRDN, 3.20%, 3/7/01 (AMBAC) District of Columbia, Series 1991 B-1, (General Fund Recovery),VRDN, 3.35%, 3/1/01 (LOC: Bank of America 12,800 12,800 NT & SA) District of Columbia, Series 1991 B-2, (General Fund Recovery),VRDN, 3.35%, 3/1/01 (LOC: Bank of America 15,800 15,800 NT & SA) District of Columbia, Series 1991 B-3, (General Fund Recovery),VRDN, 3.35%, 3/1/01 (LOC: Bank of America 12,500 12,500 NT & SA) District of Columbia, Series 2000 A, (Multimodal), 6,610 6,610 VRDN, 3.30%, 3/1/01 District of Columbia, Series 2000 B, (Multimodal), 64,555 64,555 VRDN, 3.30%, 3/7/01 (FSA) District of Columbia Water & Sewer Authority Public Utility Rev.,Series 2000 PT-373, VRDN, 3.54%, 3/1/01 5,970 5,970 (FSA) Eagle Tax Exempt Trust, Weekly Option Mode, Water & Sewer Rev., District of Columbia, Ser. 98-5202, 6,155 6,155 FRDO, #, 3.57%, 3/1/2001 Eagle Tax Exempt Trust, Weekly Option Mode, Water & Sewer, Ser. 3, Class 7, Rev., FRDO, #, 3.57%, 14,500 14,500 3/1/2001 Metropolitan Washington Airport, Rev., 3.38%, 10,000 10,000 4/4/2001 Metropolitan Washington Airport, Rev., 3.45%, 10,000 10,000 3/8/2001 Metropolitan Washington Airport, Rev., 3.45%, 6,500 6,500 7/25/2001 Metropolitan Washington Airport, Rev., 3.50%, 9,000 9,000 4/4/2001 MARKET VALUE --------------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Jefferson County, Colorado, School District No. R-001, TAN, GO, 5.00%, 6/27/2001 3,006 3,006 Platte River Power Authority Power Rev., Series 2000 PA-729R,VRDN, 3.54%, 3/1/01 8,370 8,370 Smith Creek Metropolitan District, VRDN, 3.50%, 3/1/01 (LOC:Bank of America N.A.) 10,950 10,950 --------------------------------------------------------------- TOTAL COLORADO 24,580 58,303 82,883 CONNECTICUT 0.41% Connecticut Health & Educational Facilities Authority Rev., Series 1999B, (Ascension Health Credit), VRDN, 3.30%, 3/7/01 5,700 5,700 Meriden, Connecticut, GO, BAN, 4.75%, 8/8/2001 15,118 15,118 --------------------------------------------------------------- TOTAL CONNECTICUT 15,118 5,700 20,818 DISTRICT OF COLUMBIA 5.28% District of Columbia, Housing Finance Agency, Ser. L-1, Regulation D, Rev., FRDO, 3.40%, 3/1/2001 2,050 2,050 District of Columbia, National Children's Center Inc., FRDO, 3.55%, 3/1/2001 2,535 2,535 District of Columbia Rev., Series 1996 A, (The American UniversityIssue), VRDN, 3.20%, 3/7/01 (AMBAC) 12,000 12,000 District of Columbia Rev., Series 2000 B, (MultimodalSmithsonian), VRDN, 3.45%, 3/1/01 7,690 7,690 District of Columbia Rev., Series 2000 C, (George WashingtonUniversity), VRDN, 3.20%, 3/7/01 (MBIA) 40,835 40,835 District of Columbia Rev., (The American University Issue), VRDN, 3.20%, 3/7/01 (AMBAC) 28,900 28,900 District of Columbia, Series 1991 B-1, (General Fund Recovery),VRDN, 3.35%, 3/1/01 (LOC: Bank of America NT & SA) 12,800 12,800 District of Columbia, Series 1991 B-2, (General Fund Recovery),VRDN, 3.35%, 3/1/01 (LOC: Bank of America NT & SA) 15,800 15,800 District of Columbia, Series 1991 B-3, (General Fund Recovery),VRDN, 3.35%, 3/1/01 (LOC: Bank of America NT & SA) 12,500 12,500 District of Columbia, Series 2000 A, (Multimodal), VRDN, 3.30%, 3/1/01 6,610 6,610 District of Columbia, Series 2000 B, (Multimodal), VRDN, 3.30%, 3/7/01 (FSA) 64,555 64,555 District of Columbia Water & Sewer Authority Public Utility Rev.,Series 2000 PT-373, VRDN, 3.54%, 3/1/01 (FSA) 5,970 5,970 Eagle Tax Exempt Trust, Weekly Option Mode, Water & Sewer Rev., District of Columbia, Ser. 98-5202, FRDO, #, 3.57%, 3/1/2001 6,155 6,155 Eagle Tax Exempt Trust, Weekly Option Mode, Water & Sewer, Ser. 3, Class 7, Rev., FRDO, #, 3.57%, 3/1/2001 14,500 14,500 Metropolitan Washington Airport, Rev., 3.38%, 4/4/2001 10,000 10,000 Metropolitan Washington Airport, Rev., 3.45%, 3/8/2001 10,000 10,000 Metropolitan Washington Airport, Rev., 3.45%, 7/25/2001 6,500 6,500 Metropolitan Washington Airport, Rev., 3.50%, 4/4/2001 9,000 9,000 --------------------------------------------------------------- 6 See Notes to Pro Forma Financial Statements PRINCIPAL AMOUNT - --------------------------------------------------------------------------- PRO FORMA THE TAX EXEMPT COMBINED JPMORGAN TAX FREE MONEY MARKET PRO FORMA JPMORGAN TAX FREE MONEY MARKET FUND PORTFOLIO ADJUSTMENTS MONEY MARKET FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% --------------------------------------------------------- TOTAL DISTRICT OF COLUMBIA FLORIDA 3.80% Alachua County, Florida, Health Facilities Authority, Shands Teaching Hospital, Ser. B, Rev., 400 400 FRDO, 3.25%, 3/7/2001 Broward County, Florida, Port Facilities, 6,700 6,700 Everglades, SUB, Rev., FRDO, 3.50%, 3/7/2001 Collier County, Florida, Health Facilities Authority, The Moorings Inc. Project, Rev., FRDO, 1,150 1,150 3.10%, 3/7/2001 Dade County, Florida, Housing Finance Authority, Multi-Family Housing, Kendall Ct. Apartments, Rev., 2,695 2,695 FRDO, 3.55%, 3/1/2001 Dade County, Florida, Housing Finance Authority, Multi-Family Housing, Star Creek Apartments, Rev., 1,995 1,995 FRDO, 3.55%, 3/1/2001 Dade County, Florida, Housing Finance Authority, Single Family Housing, FLOATS, Ser. PT-344, Rev., 1,675 1,675 FRDO, 3.59%, 3/1/2001 Escambia County, Florida, Housing Finance Authority, Single Family Housing, FLOATS, Ser. PT-1228, Rev., 5,700 5,700 FRDO, 3.59%, 3/1/2001 6,500 6,500 Florida Finance Commission, 3.40%, 8/24/2001 Florida Housing Finance Agency, Ashley Lake II, Ser. 7,750 7,750 J, Rev., FRDO, 3.25%, 3/7/2001 Florida Housing Finance Agency, Multi-Family 5,275 5,275 Housing, Banyon, Ser. L, Rev., FRDO, 3.25%, 3/6/2001 Florida, Local Government Finance Commission, 3.40%, 12,500 12,500 6/7/2001 Florida State Board of Education, Series 2000 7,000 7,000 PT-1223, VRDN, 3.54%, 3/1/01 Florida State, Board of Public Education, Municipal Securities Trust Receipts, Ser. SGA-102, GO, FRDO, 1,500 1,500 3.20%, 3/1/2001 Gulf Breeze, Florida, Local Government Loan Program, 5,330 5,330 Ser. B, Rev., FRDO, 3.45%, 3/1/2001 100Jacksonville, Florida, Capital Project, Ser. 1, 100 100 Rev., FRDO, 3.20%, 3/5/2001 Jacksonville, Florida, Electric Authority, Municipal Securities Trust Receipts, Ser. SGA-17, Rev., FRDO, 3,705 3,705 3.24%, 3/7/2001 Jacksonville, Florida, Health Facilities Authority, 1,000 1,000 River Garden Project, Rev., FRDO, 3.50%, 3/1/2001 Jacksonville Pollution Control Rev., (Power & Light 100 100 Co.Project),VRDN, 3.05%, 3/1/01 Miami-Dade County School District, Tax Anticipation 55,000 55,000 Notes, 5.00%, 6/28/01 Municipal Securities Trust Certificates, Ser. 9,990 9,990 2000-9007, Class A, Rev., FRDO, 3.34%, 3/7/2001 26,150 26,150 Sunshine State Finance Commission CP, 2.55%, 3/6/01 Sunshine State Governmental Financing Commission, 6,240 6,240 VRDN, 3.20%, 3/7/01 (AMBAC) Tampa, Florida, Sports Authority, Municipal Securities Trust Receipts, Ser. SGA-61, Rev., FRDO, 4,800 4,800 3.20%, 3/1/2001 The University of North Florida Foundation Inc., 4,500 4,500 Parking System, Rev., FRDO, 3.60%, 3/2/2001 University Athletic Association Inc., (University of Flordia Stadium),VRDN, 3.35%, 3/1/01 (LOC: Suntrust 14,000 14,000 Bank Central Florida) MARKET VALUE --------------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- TOTAL DISTRICT OF COLUMBIA 60,740 207,660 268,400 FLORIDA 3.80% Alachua County, Florida, Health Facilities Authority, Shands Teaching Hospital, Ser. B, Rev., FRDO, 3.25%, 3/7/2001 400 400 Broward County, Florida, Port Facilities, Everglades, SUB, Rev., FRDO, 3.50%, 3/7/2001 6,700 6,700 Collier County, Florida, Health Facilities Authority, The Moorings Inc. Project, Rev., FRDO, 3.10%, 3/7/2001 1,150 1,150 Dade County, Florida, Housing Finance Authority, Multi-Family Housing, Kendall Ct. Apartments, Rev., FRDO, 3.55%, 3/1/2001 2,695 2,695 Dade County, Florida, Housing Finance Authority, Multi-Family Housing, Star Creek Apartments, Rev., FRDO, 3.55%, 3/1/2001 1,995 1,995 Dade County, Florida, Housing Finance Authority, Single Family Housing, FLOATS, Ser. PT-344, Rev., FRDO, 3.59%, 3/1/2001 1,682 1,682 Escambia County, Florida, Housing Finance Authority, Single Family Housing, FLOATS, Ser. PT-1228, Rev., FRDO, 3.59%, 3/1/2001 5,700 5,700 Florida Finance Commission, 3.40%, 8/24/2001 6,500 6,500 Florida Housing Finance Agency, Ashley Lake II, Ser. J, Rev., FRDO, 3.25%, 3/7/2001 7,750 7,750 Florida Housing Finance Agency, Multi-Family Housing, Banyon, Ser. L, Rev., FRDO, 3.25%, 3/6/2001 5,275 5,275 Florida, Local Government Finance Commission, 3.40%, 6/7/2001 12,500 12,500 Florida State Board of Education, Series 2000 PT-1223, VRDN, 3.54%, 3/1/01 7,000 7,000 Florida State, Board of Public Education, Municipal Securities Trust Receipts, Ser. SGA-102, GO, FRDO, 3.20%, 3/1/2001 1,500 1,500 Gulf Breeze, Florida, Local Government Loan Program, Ser. B, Rev., FRDO, 3.45%, 3/1/2001 5,330 5,330 Jacksonville, Florida, Capital Project, Ser. 1, Rev., FRDO, 3.20%, 3/5/2001 100 100 Jacksonville, Florida, Electric Authority, Municipal Securities Trust Receipts, Ser. SGA-17, Rev., FRDO, 3.24%, 3/7/2001 3,705 3,705 Jacksonville, Florida, Health Facilities Authority, River Garden Project, Rev., FRDO, 3.50%, 3/1/2001 1,000 1,000 Jacksonville Pollution Control Rev., (Power & Light Co.Project),VRDN, 3.05%, 3/1/01 100 100 Miami-Dade County School District, Tax Anticipation Notes, 5.00%, 6/28/01 55,127 55,127 Municipal Securities Trust Certificates, Ser. 2000-9007, Class A, Rev., FRDO, 3.34%, 3/7/2001 9,990 9,990 Sunshine State Finance Commission CP, 2.55%, 3/6/01 26,150 26,150 Sunshine State Governmental Financing Commission, VRDN, 3.20%, 3/7/01 (AMBAC) 6,240 6,240 Tampa, Florida, Sports Authority, Municipal Securities Trust Receipts, Ser. SGA-61, Rev., FRDO, 3.20%, 3/1/2001 4,801 4,801 The University of North Florida Foundation Inc., Parking System, Rev., FRDO, 3.60%, 3/2/2001 4,500 4,500 University Athletic Association Inc., (University of Flordia Stadium),VRDN, 3.35%, 3/1/01 (LOC: Suntrust Bank Central Florida) 14,000 14,000 7 See Notes to Pro Forma Financial Statements PRINCIPAL AMOUNT - --------------------------------------------------------------------------- PRO FORMA THE TAX EXEMPT COMBINED JPMORGAN TAX FREE MONEY MARKET PRO FORMA JPMORGAN TAX FREE MONEY MARKET FUND PORTFOLIO ADJUSTMENTS MONEY MARKET FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% --------------------------------------------------------- University Athletic Association Inc, VRDN, 3.35%, 1,000 1,000 3/1/01 (LOC:SunBank N.A.) TOTAL FLORIDA GEORGIA 7.47% Appling County Development Authority, (Georgia Power 17,900 17,900 Co. Plant Hatch Project), VRDN, 3.10%, 3/1/01 Atlanta, Georgia, Water & Wastewater, Municipal Securities Trust Receipts, Ser. SGA-86, Rev., FRDO, 10,580 10,580 3.27%, 3/5/2001 Bartow County Development Authority, Series 1996, 24,445 24,445 (Georgie Power Co. Bowen), VRDN, 3.10%, 3/1/01 Bibb County, Georgia, Class A Certificates, Ser. C, 960 960 FRDO, 3.64%, 3/1/2001 Burke County Development Authority, (Georgia Power 43,300 43,300 Co. Plant Vogtle-1st), VRDN, 3.10%, 3/1/01 Burke County Development Authority, (Georgia Power 24,300 24,300 Co. Plant Vogtle-4th), VRDN, 3.10%, 3/1/01 Burke County Development Authority, (Georgia Power 20,200 20,200 Co. Plant Vogtle-4th), VRDN, 3.35%, 3/1/01 Burke County Development Authority, (Georgia Power 28,770 28,770 Co. Plant Vogtle-5th), VRDN, 2.29%, 3/1/01 6,000 6,000 City of Atlanta, VRDN, 3.57%, 3/1/01 Clayton County, Georgia, Housing Authority, Multi-Family Housing, Chateau Forest Apartments, 1,660 1,660 Ser. E, Rev., FRDO, 3.20%, 3/7/2001 1,000Fulton County, Georgia, Development Authority, Arthritis Foundation Inc. Project, Rev., FRDO, 1,000 1,000 3.50%, 3/1/2001 Fulton County, Georgia, Development Authority, Morehouse College Project, Rev., FRDO, 3.15%, 2,020 2,020 3/6/2001 Georgia Municipal Association Inc. Pool Bond, COP, 66,403 66,403 3.50%, 3/1/01 (MBIA) Georgia Municipal Association Pooled Bond, COP, 3,661 3,661 FRDO, 3.50%, 3/7/2001 8,015 8,015 Georgia, Series 2000 213, VRDN, 3.57%, 3/1/01 Heard County Development Authority, (Georgia Power 5,500 5,500 Co. PlantWansley),VRDN, 3.10%, 3/1/01 Metropolitan Atlanta Rapid Transportation Authority, Series 2000 B,VRDN, 3.15%, 3/7/01 (LOC: Bayerische 10,000 10,000 Landesbank) Monroe County Development Authority, (Georgia Power 4,500 4,500 Co. PlantScherer-2nd Series), VRDN, 3.35%, 3/1/01 Municipal Electric Authority of Georgia, CP, 4.20%, 25,200 25,200 4/11/01 Municipal Electric Authority of Georgia, General Resolution Projects, Sub. Ser. B, Rev., FRDO, 3.10%, 3,900 3,900 3/6/2001 Municipal Electric Authority of Georgia, Project 1,000 1,000 One, Ser. B, Rev., FRDO, 3.05%, 3/2/2001 Municipal Electric Authority of Georgia, Series 2000 D, (ProjectOne), 3.05%, 3/7/01 (MBIA) 5,000 5,000 (LOC:Bayerische Landesbank) MARKET VALUE --------------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- University Athletic Association Inc, VRDN, 3.35%, 1,000 1,000 3/1/01 (LOC:SunBank N.A.) --------------------------------------------------------------- TOTAL FLORIDA 83,273 109,617 192,890 GEORGIA 7.47% Appling County Development Authority, (Georgia Power Co. Plant Hatch Project), VRDN, 3.10%, 3/1/01 17,900 17,900 Atlanta, Georgia, Water & Wastewater, Municipal Securities Trust Receipts, Ser. SGA-86, Rev., FRDO, 3.27%, 3/5/2001 10,580 10,580 Bartow County Development Authority, Series 1996, (Georgie Power Co. Bowen), VRDN, 3.10%, 3/1/01 24,445 24,445 Bibb County, Georgia, Class A Certificates, Ser. C, FRDO, 3.64%, 3/1/2001 960 960 Burke County Development Authority, (Georgia Power Co. Plant Vogtle-1st), VRDN, 3.10%, 3/1/01 43,300 43,300 Burke County Development Authority, (Georgia Power Co. Plant Vogtle-4th), VRDN, 3.10%, 3/1/01 24,300 24,300 Burke County Development Authority, (Georgia Power Co. Plant Vogtle-4th), VRDN, 3.35%, 3/1/01 20,200 20,200 Burke County Development Authority, (Georgia Power Co. Plant Vogtle-5th), VRDN, 2.29%, 3/1/01 28,770 28,770 City of Atlanta, VRDN, 3.57%, 3/1/01 6,000 6,000 Clayton County, Georgia, Housing Authority, Multi-Family Housing, Chateau Forest Apartments, Ser. E, Rev., FRDO, 3.20%, 3/7/2001 1,660 1,660 Fulton County, Georgia, Development Authority, Arthritis Foundation Inc. Project, Rev., FRDO, 3.50%, 3/1/2001 1,000 1,000 Fulton County, Georgia, Development Authority, Morehouse College Project, Rev., FRDO, 3.15%, 3/6/2001 2,020 2,020 Georgia Municipal Association Inc. Pool Bond, COP, 3.50%, 3/1/01 (MBIA) 66,403 66,403 Georgia Municipal Association Pooled Bond, COP, FRDO, 3.50%, 3/7/2001 3,661 3,661 Georgia, Series 2000 213, VRDN, 3.57%, 3/1/01 8,015 8,015 Heard County Development Authority, (Georgia Power Co. PlantWansley),VRDN, 3.10%, 3/1/01 5,500 5,500 Metropolitan Atlanta Rapid Transportation Authority, Series 2000 B,VRDN, 3.15%, 3/7/01 (LOC: Bayerische Landesbank) 10,000 10,000 Monroe County Development Authority, (Georgia Power Co. PlantScherer-2nd Series), VRDN, 3.35%, 3/1/01 4,500 4,500 Municipal Electric Authority of Georgia, CP, 4.20%, 4/11/01 25,200 25,200 Municipal Electric Authority of Georgia, General Resolution Projects, Sub. Ser. B, Rev., FRDO, 3.10%, 3/6/2001 3,900 3,900 Municipal Electric Authority of Georgia, Project One, Ser. B, Rev., FRDO, 3.05%, 3/2/2001 1,000 1,000 Municipal Electric Authority of Georgia, Series 2000 D, (ProjectOne), 3.05%, 3/7/01 (MBIA) (LOC:Bayerische Landesbank) 5,000 5,000 8 See Notes to Pro Forma Financial Statements PRINCIPAL AMOUNT - --------------------------------------------------------------------------- PRO FORMA THE TAX EXEMPT COMBINED JPMORGAN TAX FREE MONEY MARKET PRO FORMA JPMORGAN TAX FREE MONEY MARKET FUND PORTFOLIO ADJUSTMENTS MONEY MARKET FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% ---------------------------------------------------------------- 28,157 28,157 Municipal Electric Authority of Georgia, VRDN, 3.25%, 3/7/01 (GOOF PARTICIPANTS) (LOC: ABN Amro Bank N.V.) 15,000 Northeast, Georgia, Heath Systems Inc., Ser. A, 15,000 4.00%, 2/1/2002 13,500 Private Colleges & Universities Facilities Authority, Series 2000 B,(Emory University), VRN, 13,500 3.10%, 3/31/01 5,400 Putnam County Development Authority, (Georgia Power 5,400 Co. Plant Branch), VRDN, 3.35%, 3/1/01 3,000 Richmond County, Georgia, Board of Education, GO, 3,000 4.50%, 9/1/2001 TOTAL GEORGIA HAWAI 0.54% 19,790 Hawaii State, Highway, FLOATS, Ser. PT-1058, FRDO, 19,790 3.54%, 3/1/2001 1,580 Hawaii State, Housing Finance & Development Corp., Single Family Mortgage, FLOATS, Ser. PA-73A, Rev., 1,580 FRDO, 3.64%, 3/2/2001 5,605 Honolulu, Hawaii, City & County, Ser. A, GO, ^, 5,605 6.30%, 3/1/2002 TOTAL HAWAII IDAHO 0.07% 3,750 Idaho, Housing and Finance Association, Single Family Housing, Ser F-1, Class 1, Rev., FRDO, 3.30%, 3,750 3/5/2001 ILLINOIS 5.46% 4,400 Chicago, Illinois, Equipment Notes, GO, FRDO, 4,400 4.37%,10/4/2001 6,700 Chicago, Illinois, O'Hare International Airport, 6,700 Second Lien, Ser. B, Rev., FRDO, 3.35%, 3/7/2001 5,600 Chicago, Illinois, Water, Municipal Securities Trust 5,600 Receipts, Ser. SGA-93, Rev., FRDO, 3.20%, 3/1/2001 3,495 Chicago Midway Airport Rev., Series 2000-440, VRDN, 3,495 3.30%, 3/1/01 (MBIA) 18,000 18,000 Chicago O'Hare International Airport, Series 1984 A, (General Airport2nd Lien), VRDN, 3.15%, 3/7/01 (LOC: Societe Generale) 3,970 3,970 Chicago O'Hare International Airport, Series 1984 B, (General Airport2nd Lien), VRDN, 3.15%, 3/7/01 (LOC: Societe Generale) 8,000 8,000 Chicago Park District, Tax Anticipation Warrants, 5.13%, 9/21/01 10,000 10,000 Chicago, Series 2000 A, 4.25%, 10/25/01 (LOC: LandesbankHessen-Thrgn) 3,885 Cook County, Illinois, Municipal Trust Receipts, 3,885 Ser. SG-7, FRDO, 3.54%, 3/7/2001 3,215 3,215 Cook County, Series 2000-403, VRN, 3.62%, 3/1/01 (Financial Guaranty Insurance Co.) 3,600 Illinois Development Finance Authority, American 3,600 Youth Hostels Project, Rev., FRDO, 3.55%, 3/5/2001 17,900 Illinois Development Finance Authority, (Chicago SymphonyOrchestra), VRDN, 3.15%, 3/7/01 (LOC: 17,900 Northern TrustCompany) 3,205 Illinois Development Finance Authority, IDR, CFC International Inc. Project, Rev., FRDO, 3.60%, 3,205 3/5/2001 MARKET VALUE ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% - --------------------------------------------------------------- Municipal Electric Authority of Georgia, VRDN, 3.25%, 28,157 28,157 3/7/01 (GOOF PARTICIPANTS) (LOC: ABN Amro Bank N.V.) Northeast, Georgia, Heath Systems Inc., Ser. A, 4.00%, 2/1/2002 15,000 15,000 Private Colleges & Universities Facilities Authority, Series 2000 B,(Emory University), VRN, 3.10%, 3/31/01 13,500 13,500 Putnam County Development Authority, (Georgia Power Co. PlantBranch), VRDN, 3.35%, 3/1/01 5,400 5,400 Richmond County, Georgia, Board of Education, GO, 4.50%, 9/1/2001 3,017 3,017 ------------------------------------------------------------------ TOTAL GEORGIA 42,798 336,590 379,388 HAWAI 0.54% Hawaii State, Highway, FLOATS, Ser. PT-1058, FRDO, 3.54%, 3/1/2001 19,790 19,790 Hawaii State, Housing Finance & Development Corp., Single Family Mortgage, FLOATS, Ser. PA-73A, Rev., FRDO, 3.64%, 3/2/2001 1,588 1,588 Honolulu, Hawaii, City & County, Ser. A, GO, ^, 6.30%, 3/1/2002 5,880 5,880 ------------------------------------------------------------------ TOTAL HAWAII 27,258 - 27,258 IDAHO 0.07% Idaho, Housing and Finance Association, Single Family Housing, Ser F-1, Class 1, Rev., FRDO, 3.30%, 3/5/2001 3,750 - 3,750 ------------------------------------------------------------------ ILLINOIS 5.46% Chicago, Illinois, Equipment Notes, GO, FRDO, 4.37%,10/4/2001 4,400 4,400 Chicago, Illinois, O'Hare International Airport, Second Lien, Ser. B, Rev., FRDO, 3.35%, 3/7/2001 6,700 6,700 Chicago, Illinois, Water, Municipal Securities Trust Receipts, Ser. SGA-93, Rev., FRDO, 3.20%, 3/1/2001 5,600 5,600 Chicago Midway Airport Rev., Series 2000-440, VRDN, 3.30%, 3/1/01 (MBIA) 3,495 3,495 Chicago O'Hare International Airport, Series 1984 A, (General Airport2nd Lien), VRDN, 3.15%, 3/7/01 (LOC: Societe Generale) 18,000 18,000 Chicago O'Hare International Airport, Series 1984 B, (General Airport2nd Lien), VRDN, 3.15%, 3/7/01 (LOC: Societe Generale) 3,970 3,970 Chicago Park District, Tax Anticipation Warrants, 5.13%, 9/21/01 8,036 8,036 Chicago, Series 2000 A, 4.25%, 10/25/01 (LOC: LandesbankHessen-Thrgn) 10,000 10,000 Cook County, Illinois, Municipal Trust Receipts, Ser. SG-7, FRDO, 3.54%, 3/7/2001 3,885 3,885 Cook County, Series 2000-403, VRN, 3.62%, 3/1/01 (Financial Guaranty Insurance Co.) 3,215 3,215 Illinois Development Finance Authority, American Youth Hostels Project, Rev., FRDO, 3.55%, 3/5/2001 3,600 3,600 Illinois Development Finance Authority, (Chicago SymphonyOrchestra), VRDN, 3.15%, 3/7/01 (LOC: Northern TrustCompany) 17,900 17,900 Illinois Development Finance Authority, IDR, CFC International Inc. Project, Rev., FRDO, 3.60%, 3/5/2001 3,205 3,205 PRINCIPAL AMOUNT - --------------------------------------------------------------------------- PRO FORMA COMBINED THE TAX EXEMPT JPMORGAN JPMORGAN TAX FREE MONEY MARKET PRO FORMA TAX FREE MONEY MONEY MARKET FUND PORTFOLIO ADJUSTMENTS MARKET FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% ---------------------------------------------------------------- 5,200 5,200 Illinois Development Finance Authority Pollution Control Rev.,Series 1993 B, (Illinois Power Co. Project), VRDN, 3.15%, 3/7/01 (LOC: ABN Amro Bank N.V.) 1,300 Illinois Development Finance Authority, Residential 1,300 Rental, Rev., FRDO, 3.50%, 3/1/2001 2,100 Illinois Development Finance Authority, Series 1993 A, (Olin Corp.Project),VRDN, 3.10%, 3/1/01 (LOC: 2,100 Wachovia Bank of SouthCarolina) 1,820 Illinois Development Finance Authority, Toughy LTD 1,820 Partnership Project, Rev., FRDO, 3.28%, 3/5/2001 14,795 Illinois Educational Facilities Authority Rev., (University Pooled Financing Program), 3.15%, 3/7/01 14,795 (FGIC) 4,800 Illinois Health Facilities Authority, Carle 4,800 Foundation, Rev., FRDO, 3.20%, 3/7/2001 12,000 Illinois Health Facilities Authority, Ser. 1998-B, 12,000 Rev., 3.40%, 6/13/2001 15,865 Illinois Health Facilities Authority, Swedish Covenant Hospital Project, Rev., FRDO, 3.25%, 15,865 3/6/2001 4,595 Illinois Housing Development Authority, FLOATS, Ser. 4,595 L19, Regulation D, Rev., FRDO, 3.35%, 3/1/2001 3,600 Illinois Housing Development Authority, Multi-Family 3,600 Housing, Camelot, Rev., FRDO, 3.35%, 3/5/2001 2,985 Illinois Housing Development Authority, Multi-Family Housing, Lakeshore Plaza, Ser. A, Rev., FRDO, 3.20%, 2,985 3/6/2001 52,600 Illinois State Toll Highway Authority, Series 1993 B, VRDN, 3.05%, 3/7/01 (MBIA) (LOC: Societe 52,600 Generale) 16,000 Illinois State Toll Highway Authority, Series 1998 16,000 B, VRDN, 3.45%, 3/1/01 (FSA) 3,255 Illinois State, Series 1995 SG-9, Trust Receipts, 3,255 3.54%, 3/1/01 3,000 3,000 Illinois State, Series 2000 257, VRDN, 3.57%, 3/1/01 7,300 Illinois State, Toll Highway Authority, Toll Highway 7,300 Priority, Ser. B, Rev., FRDO, 3.05%, 3/7/2001 9,300 Joliet Regional Port District Marine Term Rev., 9,300 (Exxon Project), 3.10%, 3/1/01 2,570 Lake County, Illinois, IDR, A.L. Hansen 2,570 Manufacturing Project, Rev., FRDO, 3.45%, 3/1/2001 2,325 Libertyville, Illinois, Industrial Revenue, Libertyville Manor Project, Rev., FRDO, 3.75%, 2,325 3/7/2001 10,000 Regional Transportation Authority, Series 1996 10,000 SG-82, VRDN, 3.54%, 3/1/01 9,800 University of Illinois, Health Services Facilities 9,800 System, Ser. B, Rev., FRDO, 3.15%, 3/5/2001 TOTAL ILLINOIS INDIANA 2.86% 5,000 DeKalb County, Indiana, Economic Development, New 5,000 Process Steel Project, Rev., FRDO, 3.70%, 3/2/2001 5,990 Indiana Bond Bank, FLOATS, Ser. PA-688, Rev., FRDO, 5,990 3.54%, 3/1/2001 MARKET VALUE ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% - --------------------------------------------------------------- Illinois Development Finance Authority Pollution 5,200 5,200 Control Rev.,Series 1993 B, (Illinois Power Co. Project), VRDN, 3.15%, 3/7/01 (LOC: ABN Amro Bank N.V.) Illinois Development Finance Authority, Residential Rental, Rev., FRDO, 3.50%, 3/1/2001 1,300 1,300 Illinois Development Finance Authority, Series 1993 A, (Olin Corp.Project),VRDN, 3.10%, 3/1/01 (LOC: Wachovia Bank of SouthCarolina) 2,100 2,100 Illinois Development Finance Authority, Toughy LTD Partnership Project, Rev., FRDO, 3.28%, 3/5/2001 1,820 1,820 Illinois Educational Facilities Authority Rev., (University Pooled Financing Program), 3.15%, 3/7/01 (FGIC) 14,795 14,795 Illinois Health Facilities Authority, Carle Foundation, Rev., FRDO, 3.20%, 3/7/2001 4,800 4,800 Illinois Health Facilities Authority, Ser. 1998-B, Rev., 3.40%, 6/13/2001 12,000 12,000 Illinois Health Facilities Authority, Swedish Covenant Hospital Project, Rev., FRDO, 3.25%, 3/6/2001 15,865 15,865 Illinois Housing Development Authority, FLOATS, Ser. L19, Regulation D, Rev., FRDO, 3.35%, 3/1/2001 4,595 4,595 Illinois Housing Development Authority, Multi-Family Housing, Camelot, Rev., FRDO, 3.35%, 3/5/2001 3,600 3,600 Illinois Housing Development Authority, Multi-Family Housing, Lakeshore Plaza, Ser. A, Rev., FRDO, 3.20%, 3/6/2001 2,985 2,985 Illinois State Toll Highway Authority, Series 1993 B, VRDN, 3.05%, 3/7/01 (MBIA) (LOC: Societe Generale) 52,600 52,600 Illinois State Toll Highway Authority, Series 1998 B, VRDN, 3.45%, 3/1/01 (FSA) 16,000 16,000 Illinois State, Series 1995 SG-9, Trust Receipts, 3.54%, 3/1/01 3,255 3,255 Illinois State, Series 2000 257, VRDN, 3.57%, 3/1/01 3,000 3,000 Illinois State, Toll Highway Authority, Toll Highway Priority, Ser. B, Rev., FRDO, 3.05%, 3/7/2001 7,300 7,300 Joliet Regional Port District Marine Term Rev., (Exxon Project), 3.10%, 3/1/01 9,300 9,300 Lake County, Illinois, IDR, A.L. Hansen Manufacturing Project, Rev., FRDO, 3.45%, 3/1/2001 2,570 2,570 Libertyville, Illinois, Industrial Revenue, Libertyville Manor Project, Rev., FRDO, 3.75%, 3/7/2001 2,325 2,325 Regional Transportation Authority, Series 1996 SG-82, VRDN, 3.54%, 3/1/01 10,000 10,000 University of Illinois, Health Services Facilities System, Ser. B, Rev., FRDO, 3.15%, 3/5/2001 9,800 9,800 ------------------------------------------------------------------ TOTAL ILLINOIS 96,350 180,866 277,216 INDIANA 2.86% DeKalb County, Indiana, Economic Development, New Process Steel Project, Rev., FRDO, 3.70%, 3/2/2001 5,000 5,000 Indiana Bond Bank, FLOATS, Ser. PA-688, Rev., FRDO, 3.54%, 3/1/2001 5,990 5,990 PRINCIPAL AMOUNT - -------------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% ---------------------------------------------------------------- 11,500 11,500 Indiana Health Facility Financing Authority, Series 1999 B, (Ascension Health Credit), VRDN, 3.30%, 3/7/01 15,000 Indiana, Highway Transportation Finance Authority, Municipal Securities Trust Receipts, Ser. SGA-113, 15,000 Rev., FRDO, 3.20%, 3/1/2001 60,000 Indiana Office Building Commission CP, 3.25%, 60,000 4/10/01 1,100 Indiana Secondary Market Educational Loans Inc., 1,100 Ser. B, Rev., FRDO, 3.25%, 3/6/2001 9,000 Indiana State, Development Finance Authority, PCR, Southern Indiana Gas & Electric, Ser. A, Rev., FRDO, 9,000 4.30%, 3/1/2001 6,665 Indiana State, Office Building Commission Capital Complex, FLOATS, Ser. PT-381, Rev., FRDO, 3.54%, 6,665 3/1/2001 9,995 Indianapolis Local Public Improvement Bond Bank, 9,995 Series 2000PT-382, VRDN, 3.54%, 3/1/01 1,095 Lafayette, Indiana, Economic Development, Health 1,095 Quest Realty Project, Rev., FRDO, 3.58%, 3/5/2001 540 Muncie, Indiana, Economic Development, Health Quest 540 Realty Project, Rev., FRDO, 3.58%, 3/5/2001 3,305 Municipal Securities Trust Certificates, Ser. 3,305 1997-19A, Class A, Rev., FRDO, #, ^, 3.24%, 3/2/2001 11,000 Princeton Pollution Control Rev., (PSI Energy Inc.), 11,000 VRDN, 3.15%, 3/1/01 (LOC: Canadian Imperial Bank) 5,000 Purdue University Rev., Series 1991 B, (Purdue 5,000 UniversityDormitory), VRDN, 6.75%, 7/1/11(AMBAC) TOTAL INDIANA ----------------------------------------------------------------- IOWA 0.41% 1,500 1,500 Des Moines, Iowa, 3.50%, 8/8/2001 3,900 3,900 Des Moines, Iowa, 3.55%, 8/8/2001 400 400 Des Moines, Iowa, 3.55%, 8/8/2001 15,000 Iowa School Corporations, Iowa School Cash Anticipation Program, Ser. A, Warrant Certificates, 15,000 Rev., 5.50%, 6/22/2001 TOTAL IOWA ----------------------------------------------------------------- KANSAS 2.20% 35,000 Burlington Pollution Control Rev., Series 2000 A15, 35,000 RegisteredD, VRDN, 3.30%, 3/7/01 (MBIA) 2,000 Eagle Tax-Exempt Trust, Weekly Option Mode, Ser. 2,000 2000-1601, FRDO, 3.57%, 3/7/2001 7,500 Kansas City, Kansas, Industrial, PQ Corp. Project, 7,500 Rev., FRDO, 3.15%, 3/1/2001 14,000 Kansas State Department of Transportation Highway 14,000 Rev., Series2000 B-1,VRDN, 3.15%, 3/1/01 20,000 Kansas State Department of Transportation Highway 20,000 Rev., Series2000 C, 3.15%, 3/3/01 15,000 Kansas State Department of Transportation Highway 15,000 Rev., Series 2000 C-2,VRDN, 3.15%, 3/7/01 4,200 Kansas State Department of Transportation Highway 4,200 Rev.,VRDN, 3.15%, 3/1/01 8,720 Kansas State, Development Finance Authority, FLOATS, 8,720 Ser. PA-715, Rev., FRDO, 3.54%, 3/7/2001 MARKET VALUE ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% - --------------------------------------------------------------- Indiana Health Facility Financing Authority, Series 11,500 11,500 1999 B, (Ascension Health Credit), VRDN, 3.30%, 3/7/01 Indiana, Highway Transportation Finance Authority, Municipal Securities Trust Receipts, Ser. SGA-113, Rev., FRDO, 3.20%, 3/1/2001 15,000 15,000 Indiana Office Building Commission CP, 3.25%, 4/10/01 60,000 60,000 Indiana Secondary Market Educational Loans Inc., Ser. B, Rev., FRDO, 3.25%, 3/6/2001 1,100 1,100 Indiana State, Development Finance Authority, PCR, Southern Indiana Gas & Electric, Ser. A, Rev., FRDO, 4.30%, 3/1/2001 9,000 9,000 Indiana State, Office Building Commission Capital Complex, FLOATS, Ser. PT-381, Rev., FRDO, 3.54%, 3/1/2001 6,665 6,665 Indianapolis Local Public Improvement Bond Bank, Series 2000PT-382, VRDN, 3.54%, 3/1/01 9,995 9,995 Lafayette, Indiana, Economic Development, Health Quest Realty Project, Rev., FRDO, 3.58%, 3/5/2001 1,095 1,095 Muncie, Indiana, Economic Development, Health Quest Realty Project, Rev., FRDO, 3.58%, 3/5/2001 540 540 Municipal Securities Trust Certificates, Ser. 1997-19A, Class A, Rev., FRDO, #, ^, 3.24%, 3/2/2001 3,305 3,305 Princeton Pollution Control Rev., (PSI Energy Inc.), VRDN, 3.15%, 3/1/01 (LOC: Canadian Imperial Bank) 11,000 11,000 Purdue University Rev., Series 1991 B, (Purdue UniversityDormitory), VRDN, 6.75%, 7/1/11(AMBAC) 5,137 5,137 ------------------------------------------------------------------ TOTAL INDIANA 47,695 97,632 145,327 IOWA 0.41% Des Moines, Iowa, 3.50%, 8/8/2001 1,500 1,500 Des Moines, Iowa, 3.55%, 8/8/2001 3,900 3,900 Des Moines, Iowa, 3.55%, 8/8/2001 400 400 Iowa School Corporations, Iowa School Cash Anticipation Program, Ser. A, Warrant Certificates, Rev., 5.50%, 6/22/2001 15,045 15,045 ------------------------------------------------------------------ TOTAL IOWA 20,845 - 20,845 KANSAS 2.20% Burlington Pollution Control Rev., Series 2000 A15, RegisteredD, VRDN, 3.30%, 3/7/01 (MBIA) 35,000 35,000 Eagle Tax-Exempt Trust, Weekly Option Mode, Ser. 2000-1601, FRDO, 3.57%, 3/7/2001 2,000 2,000 Kansas City, Kansas, Industrial, PQ Corp. Project, Rev., FRDO, 3.15%, 3/1/2001 7,500 7,500 Kansas State Department of Transportation Highway Rev., Series2000 B-1,VRDN, 3.15%, 3/1/01 14,000 14,000 Kansas State Department of Transportation Highway Rev., Series2000 C, 3.15%, 3/3/01 20,000 20,000 Kansas State Department of Transportation Highway Rev., Series 2000 C-2,VRDN, 3.15%, 3/7/01 15,000 15,000 Kansas State Department of Transportation Highway Rev.,VRDN, 3.15%, 3/1/01 4,200 4,200 Kansas State, Development Finance Authority, FLOATS, Ser. PA-715, Rev., FRDO, 3.54%, 3/7/2001 8,720 8,720 PRINCIPAL AMOUNT - -------------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% ---------------------------------------------------------------- 2,050 2,050 Spring Hill, Kansas, Industrial Revenue, Abrasive Engineering Project, Rev., FRDO, 3.60%, 3/6/2001 1,650 Wichita, Kansas, Airport Facilities, Cessna Citation 1,650 Center Project, Ser. III, Rev., FRDO, 3.35%, 3/6/2001 1,800 Wichita, Kansas, Hospital, Facilities Improvement, 1,800 Riverside, Ser. IV, Rev., FRDO, 3.6%, 3/2/2001 TOTAL KANSAS KENTUCKY 2.34% 3,000 Jeffersontown, Kentucky, Lease Program, Kentucky League of Cities Funding Trust, Rev., FRDO, 3.25%, 3,000 3/1/2001 14,310 Kentucky Area Development Districts, Financing Trust Lease Program, Ewing, Kentucky, Rev., FRDO, 3.60%, 14,310 3/1/2001 2,000 Kentucky Asset Liability Commission, General Fund, 2,000 Ser. A, Rev., TRAN, 5.25%, 6/27/2001 20,000 Kentucky Asset Liability Commission Project, VRDN, 20,000 3.30%, 7/16/01 15,000 Kentucky Asset Liability Commission, Series 2000 A, 15,000 Tax andRev. Anticipation Notes, 5.25%, 6/27/01 14,000 Kentucky Asset Liability Commission, Series 2000 B, 14,000 Tax andRev. Anticipation Notes, 5.00%, 6/27/01 2,540 Kentucky, Development Finance Authority, Pooled Loan 2,540 Project, Ser. A, Rev., FRDO, 3.40%, 3/1/2001 1,085 Kentucky State, Property & Buildings Commission, 1,085 Project No. 66, Ser. A, Rev, 5.00%, 5/1/2001 18,710 Kentucky Turnpike Authority, Series 1997-17, VRDN, 18,710 3.30%, 3/7/01 (FAS) 5,060 Mayfield Multi-City Lease Rev., VRDN, 3.30%, 3/7/01 5,060 (LOC: PNC Bank NA) 22,995 Russell Rev., Series 2000 PT-330, VRDN, 3.77%, 22,995 3/1/01 TOTAL KENTUCKY LOUISIANA 1.09% 6,550 Caddo Parish, Louisiana, Industrial Development Board Inc., Frymaster Corp. Project, Rev., FRDO, 6,550 3.25%, 3/6/2001 8,100 Calcasieu Parish Industrial Development Board Rev., Series 1993B, (OlinCorp. Project), VRDN, 3.10%, 8,100 3/1/01 (LOC: Wachovia Bank) 3,200 Calcasieu Parish, Louisiana, IDBR, Citgo Petrol, 3,200 Rev., FRDO, 3.35%, 3/1/2001 2,685 Iberia Parish, Louisiana, Industrial Development Board Inc., Cuming Insulation Corp. Project, Rev., 2,685 FRDO, 3.60%, 3/1/2001 3,000 Lake Charles, Louisiana, Harbor & Term, District Dock & Wharf, Conoco Inc. Project, Rev., FRDO, 3,000 3.30%, 3/6/2001 1,855 Louisiana Housing Finance Agency, Ser. A-52, Rev., 1,855 FRDO, 3.35%, 3/1/2001 6,200 Louisiana Offshore Terminal Authority Deepwater Port Rev., (1stStage A-Loop Inc.), VRDN, 3.15%, 3/1/01 6,200 (LOC: Suntrust Bank of Nashville) MARKET VALUE ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% - --------------------------------------------------------------- Spring Hill, Kansas, Industrial Revenue, Abrasive 2,050 2,050 Engineering Project, Rev., FRDO, 3.60%, 3/6/2001 Wichita, Kansas, Airport Facilities, Cessna Citation Center Project, Ser. III, Rev., FRDO, 3.35%, 3/6/2001 1,650 1,650 Wichita, Kansas, Hospital, Facilities Improvement, Riverside, Ser. IV, Rev., FRDO, 3.6%, 3/2/2001 1,800 1,800 ------------------------------------------------------------- TOTAL KANSAS 23,720 88,200 111,920 KENTUCKY 2.34% Jeffersontown, Kentucky, Lease Program, Kentucky League of Cities Funding Trust, Rev., FRDO, 3.25%, 3/1/2001 3,000 3,000 Kentucky Area Development Districts, Financing Trust Lease Program, Ewing, Kentucky, Rev., FRDO, 3.60%, 3/1/2001 14,310 14,310 Kentucky Asset Liability Commission, General Fund, Ser. A, Rev., TRAN, 5.25%, 6/27/2001 2,004 2,004 Kentucky Asset Liability Commission Project, VRDN, 3.30%, 7/16/01 20,000 20,000 Kentucky Asset Liability Commission, Series 2000 A, Tax andRev. Anticipation Notes, 5.25%, 6/27/01 15,033 15,033 Kentucky Asset Liability Commission, Series 2000 B, Tax andRev. Anticipation Notes, 5.00%, 6/27/01 14,032 14,032 Kentucky, Development Finance Authority, Pooled Loan Project, Ser. A, Rev., FRDO, 3.40%, 3/1/2001 2,540 2,540 Kentucky State, Property & Buildings Commission, Project No. 66, Ser. A, Rev, 5.00%, 5/1/2001 1,088 1,088 Kentucky Turnpike Authority, Series 1997-17, VRDN, 3.30%, 3/7/01 (FAS) 18,710 18,710 Mayfield Multi-City Lease Rev., VRDN, 3.30%, 3/7/01 (LOC: PNC Bank NA) 5,060 5,060 Russell Rev., Series 2000 PT-330, VRDN, 3.77%, 3/1/01 22,995 22,995 ------------------------------------------------------------- TOTAL KENTUCKY 22,942 95,830 118,772 LOUISIANA 1.09% Caddo Parish, Louisiana, Industrial Development Board Inc., Frymaster Corp. Project, Rev., FRDO, 3.25%, 3/6/2001 6,550 6,550 Calcasieu Parish Industrial Development Board Rev., Series 1993B, (OlinCorp. Project), VRDN, 3.10%, 3/1/01 (LOC: Wachovia Bank) 8,100 8,100 Calcasieu Parish, Louisiana, IDBR, Citgo Petrol, Rev., FRDO, 3.35%, 3/1/2001 3,200 3,200 Iberia Parish, Louisiana, Industrial Development Board Inc., Cuming Insulation Corp. Project, Rev., FRDO, 3.60%, 3/1/2001 2,685 2,685 Lake Charles, Louisiana, Harbor & Term, District Dock & Wharf, Conoco Inc. Project, Rev., FRDO, 3.30%, 3/6/2001 3,000 3,000 Louisiana Housing Finance Agency, Ser. A-52, Rev., FRDO, 3.35%, 3/1/2001 1,855 1,855 Louisiana Offshore Terminal Authority Deepwater Port Rev., (1stStage A-Loop Inc.), VRDN, 3.15%, 3/1/01 (LOC: Suntrust Bank of Nashville) 6,200 6,200 PRINCIPAL AMOUNT - -------------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% ---------------------------------------------------------------- 20,000 20,000 Louisiana State University & Agricultural & Mechanical College,(Auxiliary), VRDN, 3.15%, 3/7/01 (FGIC) 4,000 Plaquemines, Louisiana, Port Harbor & Terminal District, Port Facilities, International Marine Terminal Project, Ser. B, Rev., FRDO, 4.20%, 4,000 3/15/2001 TOTAL LOUISIANA MAINE 0.06% 3,310 Maine State, Turnpike Authority, FLOATS, Ser. 3,310 PA-699, Rev., FRDO, 3.54%, 3/1/2001 MARYLAND 2.33% 3,000 3,000 Anne Arundel County, Maryland, GO, 3.35%, 3/2/2001 2,000 2,000 Baltimore Country CP, 2.59%, 3/7/01 10,000 10,000 Baltimore Country CP, 4.06%, 4/5/01 10,000 10,000 Baltimore Country CP, 4.06%, 4/6/01 7,900 7,900 Baltimore Country CP, 4.29%, 4/10/01 11,000 11,000 Baltimore Country CP, 4.39%, 4/10/01 3,100 3,100 Baltimore County CP, 3.19%, 6/13/01 8,605 Howard County, Maryland, Multi-Family Housing, 8,605 Sherwood Crossing LTD, Rev., FRDO, 4.85%, 6/1/2001 500 Maryland Community Development Administration, Multi-Family Housing, Avalon Ridge Apartments 500 Project, Rev., FRDO, 3.10%, 3/5/2001 14,155 Maryland State, Stadium Authority, Sports Facilities 14,155 Lease, Rev., FRDO, 3.25%, 3/7/2001 10,700 10,700 Montgomery County CP, 3.30%, 6/12/01 7,000 7,000 Montgomery County CP, 4.00%, 2/1/02 16,800 Montgomery County Housing Opportunites Commission Housing Rev., Series 1988 A, 16,800 (Multifamily-Grosvenor), VRDN, 3.07%, 3/7/01 3,495 Montgomery County, Series 2000 PA-713, VRN, 3.54%, 3,495 3/1/01 9,970 Municipal Securities Trust Certificates, Ser. 9,970 1999-76, Class A, Rev., FRDO, 4.40%, 8/15/2001 TOTAL MARYLAND MASSACHUSETTS 0.88% 2,500 2,500 Boston, Series 1998 A, 4.50%, 1/1/02(FGIC) 5,750 Massachusetts Bay, Transportation Authority, Municipal Securities Trust Receipts, Ser. SGA-123, 5,750 Special Assessment, FRDO, 3.24%, 3/1/2001 3,300 Massachusetts State, Health & Educational Facilities Authority, Municipal Securities Trust Receipts, Ser. 3,300 SGA-97, Rev., FRDO, 3.20%, 3/1/2001 3,000 3,000 Massachusetts State, Ser. A, GO, BAN, 5.00%, 9/6/2001 2,100 Massachusetts State, Ser. A, GO, FRDO, 3.25%, 2,100 3/1/2001 6,840 Massachusetts Turnpike Authority, Series 2000 6,840 PA-672, VRDN, 3.41%, 3/1/01 (MBIA) 6,350 Massachusetts Water Resources Authority, Series 1991 6,350 A, 6.50%,12/1/19 (GO) 14,700 14,700 Pittsfield, Tax Anticipation Notes, 4.87%, 7/12/01 MARKET VALUE ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ----------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% - --------------------------------------------------------------- Louisiana State University & Agricultural & 20,000 20,000 Mechanical College,(Auxiliary), VRDN, 3.15%, 3/7/01 (FGIC) Plaquemines, Louisiana, Port Harbor & Terminal District, Port Facilities, International Marine Terminal Project, Ser. B, Rev., FRDO, 4.20%, 3/15/2001 4,000 4,000 ---------------------------------------------------------------- TOTAL LOUISIANA 21,290 34,300 55,590 MAINE 0.06% Maine State, Turnpike Authority, FLOATS, Ser. PA-699, Rev., FRDO, 3.54%, 3/1/2001 3,312 - 3,312 --------------------------------------------------------------- MARYLAND 2.33% Anne Arundel County, Maryland, GO, 3.35%, 3/2/2001 3,000 3,000 Baltimore Country CP, 2.59%, 3/7/01 2,000 2,000 Baltimore Country CP, 4.06%, 4/5/01 10,000 10,000 Baltimore Country CP, 4.06%, 4/6/01 10,000 10,000 Baltimore Country CP, 4.29%, 4/10/01 7,900 7,900 Baltimore Country CP, 4.39%, 4/10/01 11,000 11,000 Baltimore County CP, 3.19%, 6/13/01 3,100 3,100 Howard County, Maryland, Multi-Family Housing, Sherwood Crossing LTD, Rev., FRDO, 4.85%, 6/1/2001 8,605 8,605 Maryland Community Development Administration, Multi-Family Housing, Avalon Ridge Apartments Project, Rev., FRDO, 3.10%, 3/5/2001 500 500 Maryland State, Stadium Authority, Sports Facilities Lease, Rev., FRDO, 3.25%, 3/7/2001 14,155 14,155 Montgomery County CP, 3.30%, 6/12/01 10,700 10,700 Montgomery County CP, 4.00%, 2/1/02 7,050 7,050 Montgomery County Housing Opportunites Commission Housing Rev., Series 1988 A, (Multifamily-Grosvenor), VRDN, 3.07%, 3/7/01 16,800 16,800 Montgomery County, Series 2000 PA-713, VRN, 3.54%, 3/1/01 3,495 3,495 Municipal Securities Trust Certificates, Ser. 1999-76, Class A, Rev., FRDO, 4.40%, 8/15/2001 9,970 9,970 --------------------------------------------------------------- TOTAL MARYLAND 36,230 82,045 118,275 MASSACHUSETTS 0.88% Boston, Series 1998 A, 4.50%, 1/1/02(FGIC) 2,505 2,505 Massachusetts Bay, Transportation Authority, Municipal Securities Trust Receipts, Ser. SGA-123, Special Assessment, FRDO, 3.24%, 3/1/2001 5,750 5,750 Massachusetts State, Health & Educational Facilities Authority, Municipal Securities Trust Receipts, Ser. SGA-97, Rev., FRDO, 3.20%, 3/1/2001 3,301 3,301 Massachusetts State, Ser. A, GO, BAN, 5.00%, 9/6/2001 3,010 3,010 Massachusetts State, Ser. A, GO, FRDO, 3.25%, 3/1/2001 2,100 2,100 Massachusetts Turnpike Authority, Series 2000 PA-672, VRDN, 3.41%, 3/1/01 (MBIA) 6,840 6,840 Massachusetts Water Resources Authority, Series 1991 A, 6.50%,12/1/19 (GO) 6,574 6,574 Pittsfield, Tax Anticipation Notes, 4.87%, 7/12/01 14,731 14,731 ------------------------------------------------------------------ TOTAL MASSACHUSETTS 14,161 30,650 44,811 PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- MICHIGAN 1.67% Detroit, Michigan, Sewer Disposal, Rev., ^, 6.63%, 10,300 10,300 7/1/2001 Holt, Michigan, Public Schools, Ser. B, GO, FRDO, 6,100 6,100 4.30%, 3/1/2001 Michigan Municipal Bond Authority, Ser. C-2, Rev., 1,500 1,500 5.00%, 8/23/2001 Michigan Municipal Bond Authority, Series 2000 6,205 6,205 PT-397, VRDN, 3.54%, 3/1/01 22,500 22,500 Michigan State Building Authority CP, 4.40%, 3/1/01 Michigan State, Building Authority, Rev., 4.40%, 19,580 19,580 3/5/2001 Michigan State, Hospital Finance Authority, Mt. 1,200 1,200 Clemens Hospital, Rev., FRDO, 3.15%, 3/5/2001 Michigan State, Housing Development Authority, Ser. 6,000 6,000 1999-B2, Rev., FRDO, 3.30%, 3/2/2001 Michigan State, Housing Development Authority, Ser. 1,145 1,145 2000-A, Rev., FRDO, 3.20%, 3/2/2001 Michigan State, Strategic Fund LTD, Wayne Disposal, 1,175 1,175 Oakland Project, Rev., FRDO, 3.36%, 3/7/2001 Michigan State, University, Ser. A, GO, Rev., FRDO, 5,055 5,055 3.10%, 3/5/2001 Rochester Community School District, Series 2000 3,995 3,995 PA-707, VRDN, 3.54%, 3/1/01 (FGIC) TOTAL MICHIGAN MINNESOTA 0.18% 5,000 5,000 Minnesota, 4.63%, 8/1/01 Minnesota Public Facilities Authority Water Pollution Control Rev,Series 1998 II-TR-1, VRDN, 2,700 2,700 3.57%, 3/1/01 Minnesota State, Housing Finance Agency, Single 1,255 1,255 Family Mortgage, Ser. E, Rev., FRDO, 4.35%, 5/1/2001 TOTAL MINNESOTA MISSISSIPPI 0.67% Mississippi Business Finance Corp., IDR, Choctaw 2,800 2,800 Maid Farms, Inc. Project, Rev., FRDO, 3.60%, 3/5/2001 Mississippi Home Corp., Single Family, Class A 4,820 4,820 Certificates, Ser. I, Rev., FRDO, 3.62%, 3/6/2001 Mississippi State, Gaming County, Highway 3,170 3,170 Improvements, Ser. A, GO, 5.00%, 7/1/2001 Perry County Pollution Control Rev., (Leaf River Forest Project),VRDN, 3.10%, 3/1/01 (LOC: Wachovia 23,000 23,000 Bank) TOTAL MISSISSIPPI MISSOURI 0.78% Independence, Missouri, IDA, Multi-Family Housing, 7,260 7,260 FLOATS, Ser. PT-314, Rev., FRDO, 4.40%, 3/1/2001 Kansas City, Missouri, IDR, Livers Bronze Co. 3,400 3,400 Project, Rev., FRDO, 3.70%, 3/1/2001 Macon, Missouri, IDA, Health Care Realty Macon, 880 880 Rev., FRDO, 4.30%, 3/1/2001 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- MICHIGAN 1.67% Detroit, Michigan, Sewer Disposal, Rev., ^, 6.63%, 7/1/2001 10,587 10,587 Holt, Michigan, Public Schools, Ser. B, GO, FRDO, 4.30%, 3/1/2001 6,100 6,100 Michigan Municipal Bond Authority, Ser. C-2, Rev., 5.00%, 8/23/2001 1,505 1,505 Michigan Municipal Bond Authority, Series 2000 PT-397, VRDN, 3.54%, 3/1/01 6,205 6,205 Michigan State Building Authority CP, 4.40%, 3/1/01 22,500 22,500 Michigan State, Building Authority, Rev., 4.40%, 3/5/2001 19,580 19,580 Michigan State, Hospital Finance Authority, Mt. Clemens Hospital, Rev., FRDO, 3.15%, 3/5/2001 1,200 1,200 Michigan State, Housing Development Authority, Ser. 1999-B2, Rev., FRDO, 3.30%, 3/2/2001 6,000 6,000 Michigan State, Housing Development Authority, Ser. 2000-A, Rev., FRDO, 3.20%, 3/2/2001 1,145 1,145 Michigan State, Strategic Fund LTD, Wayne Disposal, Oakland Project, Rev., FRDO, 3.36%, 3/7/2001 1,175 1,175 Michigan State, University, Ser. A, GO, Rev., FRDO, 3.10%, 3/5/2001 5,055 5,055 Rochester Community School District, Series 2000 PA-707, VRDN, 3.54%, 3/1/01 (FGIC) 3,995 3,995 ------------------------------------------------------------------- TOTAL MICHIGAN 52,347 32,700 85,047 MINNESOTA 0.18% Minnesota, 4.63%, 8/1/01 5,007 5,007 Minnesota Public Facilities Authority Water Pollution Control Rev,Series 1998 II-TR-1, VRDN, 3.57%, 3/1/01 2,700 2,700 Minnesota State, Housing Finance Agency, Single Family Mortgage, Ser. E, Rev., FRDO, 4.35%, 5/1/2001 1,255 1,255 ------------------------------------------------------------------- TOTAL MINNESOTA 1,255 7,707 8,962 MISSISSIPPI 0.67% Mississippi Business Finance Corp., IDR, Choctaw Maid Farms, Inc. Project, Rev., FRDO, 3.60%, 3/5/2001 2,800 2,800 Mississippi Home Corp., Single Family, Class A Certificates, Ser. I, Rev., FRDO, 3.62%, 3/6/2001 4,820 4,820 Mississippi State, Gaming County, Highway Improvements, Ser. A, GO, 5.00%, 7/1/2001 3,178 3,178 Perry County Pollution Control Rev., (Leaf River Forest Project),VRDN, 3.10%, 3/1/01 (LOC: Wachovia Bank) 23,000 23,000 ------------------------------------------------------------------- TOTAL MISSISSIPPI 10,798 23,000 33,798 MISSOURI 0.78% Independence, Missouri, IDA, Multi-Family Housing, FLOATS, Ser. PT-314, Rev., FRDO, 4.40%, 3/1/2001 7,260 7,260 Kansas City, Missouri, IDR, Livers Bronze Co. Project, Rev., FRDO, 3.70%, 3/1/2001 3,400 3,400 Macon, Missouri, IDA, Health Care Realty Macon, Rev., FRDO, 4.30%, 3/1/2001 880 880 See Notes to Pro Forma Financial Statements -14- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- Missouri Development Finance Board, Series 1997 C, (Science CityUnion Station), VRDN, 3.25%, 3/1/01 1,400 1,400 (LOC: Canadian ImperialBank) Missouri Higher Education Loan Authority, Student 1,600 1,600 Loan, Ser. B, Rev., FRDO, 3.30%, 3/5/2001 Missouri State, Development Finance Board, Recreational Facilities, Greater St. Louis YMCA 3,375 3,375 Project, Ser. B, Rev., FRDO, 3.55%, 3/6/2001 Missouri State Environmental Improvement & Energy ResourcesAuthority, (Bayer Corp. Project), VRDN, 1,600 1,600 3.15%, 3/1/01 Missouri State, Housing Development Commission, 8,320 8,320 FLOATS, Ser. PT-223, Rev., FRDO, 3.59%, 3/1/2001 Missouri State, Housing Development Commission, 6,735 6,735 FLOATS, Ser. PT-263, Rev., FRDO, 3.59%, 3/1/2001 Missouri State, Housing Development Commission, Ser. 3,965 3,965 A-64, Rev., FRDO, 3.35%, 3/7/2001 Osage Beach, Missouri, IDA, Health Care Realty 865 865 Osage, Rev., FRDO, 4.30%, 3/1/2001 TOTAL MISSOURI MONTANA 0.28% Forsyth Pollution Control Rev., (Pacificorp Project), VRN, 3.30%, 3/1/01 (LOC:Rabobank 10,300 10,300 Nederland) Montana State, Board of Housing, FLOATS, Ser. 3,705 3,705 PT-356, Rev., FRDO, 3.59%, 3/2/2001 TOTAL MONTANA NEBRASKA 0.22% Nebraska, Municipal Securities Trust Receipts, Ser. 4,700 4,700 2000-108, Class A, GO, FRDO, 3.20%, 3/1/2001 Nebraska, Public Power District, Ser. A, Rev., 5,000 5,000 5.00%, 1/1/2002 Sidney, Nebraska, IDR, Pennington Seed Inc. Project, 1,500 1,500 Rev., FRDO, 3.60%, 3/6/2001 TOTAL NEBRASKA NEVADA 1.97% Clark County Airport Improvement Rev., Series 1993 A, 3.05%, 3/7/01 (MBIA) (LOC: Bayerische Hypo-Und 20,300 20,300 Verein) Clark County Airport Rev., Series 1999 B-2, (Sub Lien), VRDN, 3.15%, 3/7/01 (LOC: Bayerische 12,100 12,100 Landesbank) Clark County, Nevada, Airport, Ser. B-2, Rev., FRDO, 3,300 3,300 3.15%, 3/7/2001 Clark County, Nevada, School District, Building & 1,745 1,745 Renovation, Ser. B, GO, 7.50%, 6/15/2001 Eagle Tax Exempt Trust, Weekly Option Mode, Clark 19,800 19,800 County, Ser. 98-2801, FRDO, #, 3.57%, 3/5/2001 Nevada Housing Division, Multi-Unit Housing, 3,390 3,390 Horizon, Ser. A, Rev., FRDO, 3.60%, 3/2/2001 Nevada Housing Division, Multi-Unit Housing, Joshua 6,250 6,250 Villas, Ser. E, Rev., FRDO, 3.60%, 3/2/2001 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Missouri Development Finance Board, Series 1997 C, (Science CityUnion Station), VRDN, 3.25%, 3/1/01 (LOC: Canadian ImperialBank) 1,400 1,400 Missouri Higher Education Loan Authority, Student Loan, Ser. B, Rev., FRDO, 3.30%, 3/5/2001 1,600 1,600 Missouri State, Development Finance Board, Recreational Facilities, Greater St. Louis YMCA Project, Ser. B, Rev., FRDO, 3.55%, 3/6/2001 3,375 3,375 Missouri State Environmental Improvement & Energy ResourcesAuthority, (Bayer Corp. Project), VRDN, 3.15%, 3/1/01 1,600 1,600 Missouri State, Housing Development Commission, FLOATS, Ser. PT-223, Rev., FRDO, 3.59%, 3/1/2001 8,322 8,322 Missouri State, Housing Development Commission, FLOATS, Ser. PT-263, Rev., FRDO, 3.59%, 3/1/2001 6,736 6,736 Missouri State, Housing Development Commission, Ser. A-64, Rev., FRDO, 3.35%, 3/7/2001 3,970 3,970 Osage Beach, Missouri, IDA, Health Care Realty Osage, Rev., FRDO, 4.30%, 3/1/2001 865 865 ------------------------------------------------------------------- TOTAL MISSOURI 36,408 3,000 39,408 MONTANA 0.28% Forsyth Pollution Control Rev., (Pacificorp Project), VRN, 3.30%, 3/1/01 (LOC:Rabobank Nederland) 10,300 10,300 Montana State, Board of Housing, FLOATS, Ser. PT-356, Rev., FRDO, 3.59%, 3/2/2001 3,705 3,705 ------------------------------------------------------------------- TOTAL MONTANA 3,705 10,300 14,005 NEBRASKA 0.22% Nebraska, Municipal Securities Trust Receipts, Ser. 2000-108, Class A, GO, FRDO, 3.20%, 3/1/2001 4,700 4,700 Nebraska, Public Power District, Ser. A, Rev., 5.00%, 1/1/2002 5,025 5,025 Sidney, Nebraska, IDR, Pennington Seed Inc. Project, Rev., FRDO, 3.60%, 3/6/2001 1,500 1,500 ------------------------------------------------------------------- TOTAL NEBRASKA 11,225 - 11,225 NEVADA 1.97% Clark County Airport Improvement Rev., Series 1993 A, 3.05%, 3/7/01 (MBIA) (LOC: Bayerische Hypo-Und Verein) 20,300 20,300 Clark County Airport Rev., Series 1999 B-2, (Sub Lien), VRDN, 3.15%, 3/7/01 (LOC: Bayerische Landesbank) 12,100 12,100 Clark County, Nevada, Airport, Ser. B-2, Rev., FRDO, 3.15%, 3/7/2001 3,300 3,300 Clark County, Nevada, School District, Building & Renovation, Ser. B, GO, 7.50%, 6/15/2001 1,760 1,760 Eagle Tax Exempt Trust, Weekly Option Mode, Clark County, Ser. 98-2801, FRDO, #, 3.57%, 3/5/2001 19,800 19,800 Nevada Housing Division, Multi-Unit Housing, Horizon, Ser. A, Rev., FRDO, 3.60%, 3/2/2001 3,390 3,390 Nevada Housing Division, Multi-Unit Housing, Joshua Villas, Ser. E, Rev., FRDO, 3.60%, 3/2/2001 6,250 6,250 See Notes to Pro Forma Financial Statements -15- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- Nevada Housing Division, Multi-Unit Housing, Judith 5,455 5,455 Villas, Ser. C, Rev., FRDO, 3.60%, 3/1/2001 Nevada Housing Division, Multi-Unit Housing, Ser. A, 6,750 6,750 Rev., FRDO, 3.60%, 3/1/2001 Nevada Housing Division, Multi-Unit Housing, Ser. M, 3,195 3,195 Rev., FRDO, 3.60%, 3/5/2001 9,000 9,000 Nevada, Series 1996 SG-39, VRDN, 3.54%, 3/1/01 Nevada State, Municipal Securities Trust Receipts, 4,400 4,400 Ser. SGB-31, GO, FRDO, 3.57%, 3/7/2001 Reno, Nevada, Hospital, St Mary's Regional Medical, 4,350 4,350 Ser. B, Rev., FRDO, 3.30%, 3/1/2001 TOTAL NEVADA NEW HAMPSHIRE 0.61% New Hampshire Housing Finance Authority, Series 1999 4,000 4,000 A70 TRS,RegisteredD, VRDN, 3.40%, 3/7/01 (FHA) New Hampshire State, Housing Finance Authority, Single Family, FLOATS, Ser. PT-115, Rev., FRDO, 2,925 2,925 3.64%, 3/6/2001 New Hampshire State, Housing Finance Authority, Single Family Housing, FLOATS, Ser. PA-744, FRDO, 4,060 4,060 3.67%, 3/6/2001 20,100 20,100 State of New Hampshire CP, 3.25%, 3/8/01 TOTAL NEW HAMPSHIRE NEW JERSEY 0.80% Hudson County, New Jersey, Ser. A-9, Regulation D, 2,825 2,825 COP, FRDO, 3.10%, 3/7/2001 New Jersey State, Sports & Exposition Authority, 10,405 10,405 FLOATS, Ser. PA-649R, Rev., FRDO, 3.32%, 3/2/2001 New Jersey State, Sports & Exposition Authority, 1,500 1,500 State Contract, Ser. C, Rev., FRDO, 3.20%, 3/5/2001 4,000 4,000 New Jersey State, TRAN, 3.45%, 4/5/2001 New Jersey State, Transportation Corp., FLOATS, COP, 7,495 7,495 Ser. PA-801, Rev., FRDO, 3.40%, 3/1/2001 New Jersey Transportation Corp., COP, Series 2000 3,185 3,185 PA-785, 3.37%, 3/1/01 (AMBAC) New Jersey Turnpike Authority, Series 2000 PA-681, 11,465 11,465 VRDN, 3.40%, 3/1/01 (MBIA) TOTAL NEW JERSEY NEW MEXICO 0.73% 1,085 1,085 Albuquerque, New Mexico, Ser. C, GO, 5.20%, 7/1/2001 5,000 5,000 New Mexico State, Rev., TRAN, 5.00%, 6/29/2001 New Mexico State, TRAN, Ser. A, Rev., 5.00%, 8,000 8,000 6/29/2001 New Mexico, Tax & Rev. Anticipation Notes, 5.00%, 23,000 23,000 6/29/2001 TOTAL NEW MEXICO NEW YORK 9.22% MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Nevada Housing Division, Multi-Unit Housing, Judith Villas, Ser. C, Rev., FRDO, 3.60%, 3/1/2001 5,455 5,455 Nevada Housing Division, Multi-Unit Housing, Ser. A, Rev., FRDO, 3.60%, 3/1/2001 6,750 6,750 Nevada Housing Division, Multi-Unit Housing, Ser. M, Rev., FRDO, 3.60%, 3/5/2001 3,195 3,195 Nevada, Series 1996 SG-39, VRDN, 3.54%, 3/1/01 9,000 9,000 Nevada State, Municipal Securities Trust Receipts, Ser. SGB-31, GO, FRDO, 3.57%, 3/7/2001 4,400 4,400 Reno, Nevada, Hospital, St Mary's Regional Medical, Ser. B, Rev., FRDO, 3.30%, 3/1/2001 4,350 4,350 ------------------------------------------------------------------- TOTAL NEVADA 58,650 41,400 100,050 NEW HAMPSHIRE 0.61% New Hampshire Housing Finance Authority, Series 1999 A70 TRS,RegisteredD, VRDN, 3.40%, 3/7/01 (FHA) 4,000 4,000 New Hampshire State, Housing Finance Authority, Single Family, FLOATS, Ser. PT-115, Rev., FRDO, 3.64%, 3/6/2001 2,925 2,925 New Hampshire State, Housing Finance Authority, Single Family Housing, FLOATS, Ser. PA-744, FRDO, 3.67%, 3/6/2001 4,060 4,060 State of New Hampshire CP, 3.25%, 3/8/01 20,100 20,100 ------------------------------------------------------------------- TOTAL NEW HAMPSHIRE 6,985 24,100 31,085 NEW JERSEY 0.80% Hudson County, New Jersey, Ser. A-9, Regulation D, COP, FRDO, 3.10%, 3/7/2001 2,825 2,825 New Jersey State, Sports & Exposition Authority, FLOATS, Ser. PA-649R, Rev., FRDO, 3.32%, 3/2/2001 10,405 10,405 New Jersey State, Sports & Exposition Authority, State Contract, Ser. C, Rev., FRDO, 3.20%, 3/5/2001 1,500 1,500 New Jersey State, TRAN, 3.45%, 4/5/2001 4,000 4,000 New Jersey State, Transportation Corp., FLOATS, COP, Ser. PA-801, Rev., FRDO, 3.40%, 3/1/2001 7,495 7,495 New Jersey Transportation Corp., COP, Series 2000 PA-785, 3.37%, 3/1/01 (AMBAC) 3,185 3,185 New Jersey Turnpike Authority, Series 2000 PA-681, VRDN, 3.40%, 3/1/01 (MBIA) 11,465 11,465 ------------------------------------------------------------------- TOTAL NEW JERSEY 26,225 14,650 40,875 NEW MEXICO 0.73% Albuquerque, New Mexico, Ser. C, GO, 5.20%, 7/1/2001 1,092 1,092 New Mexico State, Rev., TRAN, 5.00%, 6/29/2001 5,011 5,011 New Mexico State, TRAN, Ser. A, Rev., 5.00%, 6/29/2001 8,022 8,022 New Mexico, Tax & Rev. Anticipation Notes, 5.00%, 6/29/2001 23,047 23,047 ------------------------------------------------------------------- TOTAL NEW MEXICO 14,125 23,047 37,172 NEW YORK 9.22% See Notes to Pro Forma Financial Statements -16- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- Eagle Tax-Exempt Trust, Weekly Option Mode, Ser. 1,090 1,090 96C-4901, Class A, FRDO, #, 3.59%, 3/7/2001 Fort Plain, New York, Central School District, GO, 1,305 1,305 4.75%, 6/15/2001 IBM Tax Exempt Grantor Trust, IBM Project, FLOATS, 9,320 9,320 Weekly Receipt, FRDO, 3.72%, 3/7/2001 Jamestown, New York, City School District, GO, 4.9%, 3,000 3,000 6/15/2001 Long Island Power Authority, Series 1998-7-B, VRDN, 35,000 35,000 2.95%, 3/7/01 (MBIA) Monroe County, New York, Airport Authority, FLOATS, 1,520 1,520 Ser. PA-585, Rev., FRDO, 3.4%, 3/1/2001 Nassau County, New York, Ser. B, GO, RAN, 6.00%, 16,300 16,300 3/20/2001 New York City Municipal Water Finance Authority 3,150 3,150 Rev., Series 1991 C, 7.75%, 6/15/20 New York City Municipal Water Finance Authority 2,300 2,300 Rev., Series 1992-C, 2.95%, 3/1/01 (FGIC) New York City Municipal Water Finance Authority 7,300 7,300 Rev., Series 1997SGB-27, VRDN, 3.49%, 3/1/01 (FSA) New York City, New York, Trust Cultural Resources, American Museum of National History, Ser. B, Rev., 8,900 8,900 FRDO, 4.5%, 7/1/2001 New York City Transitional Finance Authority Rev., 20,085 20,085 Series 1998 A-1, 2.90%, 3/7/01 New York City Transitional Finance Authority Rev., Series 1998A-1, (Future Tax Secured), VRDN, 2.90%, 10,730 10,730 3/7/01 New York City Transitional Finance Authority Rev., 2,000 2,000 Series 1999B2, 3.05%, 3/1/01 New York Local Government Assistance Corp., Series 10,000 10,000 1991 A, 7.00%, 4/1/16 (GO OF CORP) New York Local Government Assistance Corp., Series 1,720 1,720 1991 B, 7.38%, 4/1/12, (GO OF CORP) New York, Municipal Securities Trust Receipts, Ser. 9,965 9,965 2000-98, Class A, Rev., FRDO, 3.24%, 3/7/2001 64,000 64,000 New York, Series 2000 A, 3.20%, 2/7/02 New York State, Dorm Authority, Columbia University, 19,300 19,300 Ser. A, Rev., FRDO, 3.70%, 3/7/2001 New York State Urban Development Corp., Series 2000 5,900 5,900 SG 150,VRN, 3.37%, 3/1/01 (MBIA-IBC) Onondaga County, New York, IDA, Solid Waste Disposal Facilities, Solvay Paperboard Project, Ser. A, FRDO, 15,000 15,000 4.25%, 12/6/2001 Port Authority of New York & New Jersey, 3.67%, 13,090 13,090 3/6/01 Rochester Mayo Clining Promissory Notes, 3.05%, 11,800 11,800 5/23/01 Rome, New York, City School District, GO, 5.38%, 1,020 1,020 6/15/2001 Triborough Bridge & Tunnel Authority, Series 2000 46,000 46,000 N17, Registered, VRDN, 3.10%, 3/7/01 Triborough Bridge & Tunnel Authority, Series 2001 59,000 59,000 A-1,Anticipation Notes, 5.00%, 1/17/02 88,530 88,530 Tsasc Inc., Series 2000 PA-797, VRDN, 3.67%, 3/1/01 TOTAL NEW YORK MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Eagle Tax-Exempt Trust, Weekly Option Mode, Ser. 96C-4901, Class A, FRDO, #, 3.59%, 3/7/2001 1,090 1,090 Fort Plain, New York, Central School District, GO, 4.75%, 6/15/2001 1,306 1,306 IBM Tax Exempt Grantor Trust, IBM Project, FLOATS, Weekly Receipt, FRDO, 3.72%, 3/7/2001 9,320 9,320 Jamestown, New York, City School District, GO, 4.9%, 6/15/2001 3,003 3,003 Long Island Power Authority, Series 1998-7-B, VRDN, 2.95%, 3/7/01 (MBIA) 35,000 35,000 Monroe County, New York, Airport Authority, FLOATS, Ser. PA-585, Rev., FRDO, 3.4%, 3/1/2001 1,520 1,520 Nassau County, New York, Ser. B, GO, RAN, 6.00%, 3/20/2001 16,313 16,313 New York City Municipal Water Finance Authority Rev., Series 1991 C, 7.75%, 6/15/20 3,235 3,235 New York City Municipal Water Finance Authority Rev., Series 1992-C, 2.95%, 3/1/01 (FGIC) 2,300 2,300 New York City Municipal Water Finance Authority Rev., Series 1997SGB-27, VRDN, 3.49%, 3/1/01 (FSA) 7,300 7,300 New York City, New York, Trust Cultural Resources, American Museum of National History, Ser. B, Rev., FRDO, 4.5%, 7/1/2001 8,900 8,900 New York City Transitional Finance Authority Rev., Series 1998 A-1, 2.90%, 3/7/01 20,085 20,085 New York City Transitional Finance Authority Rev., Series 1998A-1, (Future Tax Secured), VRDN, 2.90%, 3/7/01 10,730 10,730 New York City Transitional Finance Authority Rev., Series 1999B2, 3.05%, 3/1/01 2,000 2,000 New York Local Government Assistance Corp., Series 1991 A, 7.00%, 4/1/16 (GO OF CORP) 10,223 10,223 New York Local Government Assistance Corp., Series 1991 B, 7.38%, 4/1/12, (GO OF CORP) 1,760 1,760 New York, Municipal Securities Trust Receipts, Ser. 2000-98, Class A, Rev., FRDO, 3.24%, 3/7/2001 9,965 9,965 New York, Series 2000 A, 3.20%, 2/7/02 64,000 64,000 New York State, Dorm Authority, Columbia University, Ser. A, Rev., FRDO, 3.70%, 3/7/2001 19,300 19,300 New York State Urban Development Corp., Series 2000 SG 150,VRN, 3.37%, 3/1/01 (MBIA-IBC) 5,900 5,900 5,900 Onondaga County, New York, IDA, Solid Waste Disposal Facilities, Solvay Paperboard Project, Ser. A, FRDO, 4.25%, 12/6/2001 15,000 15,000 Port Authority of New York & New Jersey, 3.67%, 3/6/01 13,090 13,090 13,090 Rochester Mayo Clining Promissory Notes, 3.05%, 5/23/01 11,800 11,800 11,800 Rome, New York, City School District, GO, 5.38%, 6/15/2001 1,023 1,023 Triborough Bridge & Tunnel Authority, Series 2000 N17, Registered, VRDN, 3.10%, 3/7/01 46,000 46,000 46,000 Triborough Bridge & Tunnel Authority, Series 2001 A-1,Anticipation Notes, 5.00%, 1/17/02 59,858 59,858 59,858 Tsasc Inc., Series 2000 PA-797, VRDN, 3.67%, 3/1/01 88,530 88,530 88,530 ------------------------------------------------------------------- TOTAL NEW YORK 86,740 381,812 381,811 468,551 See Notes to Pro Forma Financial Statements -17- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- NORTH CAROLINA 1.48% Durham, North Carolina, Housing Authority, Multi-Family Housing, FLOATS, Ser. PT-1258, Rev., 7,000 7,000 FRDO, 3.82%, 3/2/2001 Gaston County, North Carolina, Industrial Facilities & Pollution Control Financing Authority, Industrial Development, Quality Metal Project, Rev., FRDO, 2,000 2,000 3.65%, 3/6/2001 Guilford County, North Carolina, Industrial Facilities & Pollution Control Financing Authority, 800 800 Neal Manufacturing, Rev., FRDO, 3.65%, 3/5/2001 Mecklenburg County, North Carolina, COP, FRDO, 5,350 5,350 3.55%, 3/5/2001 Mecklenburg County, North Carolina, Public 3,300 3,300 Improvement, Ser. C, GO, FRDO, 3.10%, 3/7/2001 9,180 9,180 Mecklenburg County, Series 2000 PA-710, 3.54%, 3/1/01 North Carolina Educational Facilities Finance Agency, (BowmanGray School Project), 3.10%, 3/7/01 7,000 7,000 (LOC:Wachovia Bank) North Carolina Educational Facilities Finance Agency, (ElonCollege),VRDN, 3.10%, 3/7/01 (LOC: Bank 9,995 9,995 of America N.A.) North Carolina, Medical Care Commission, Catholic 3,000 3,000 Health East, Ser. D, Rev., FRDO, 3.10%, 3/7/2001 North Carolina, Medical Care Commission, Lincoln Health Systems Project, Ser. A, Rev., FRDO, 3.55%, 3,000 3,000 3/5/2001 7,500 7,500 North Carolina State, Series 1997 A, 5.10%, 3/1/01 North Carolina State, Series 2000-14, VRDN, 4.30%, 17,050 17,050 3/1/01 TOTAL NORTH CAROLINA NORTH DAKOTA 0.36% Burleigh County, North Dakota, Health Care, Medical 2,160 2,160 Center One Inc., Rev, 5.00%, 5/1/2001 North Dakota State, Housing Finance Agency, Housing Finance Program, Home Mortgage, Ser. D, Rev., 4.45%, 16,000 16,000 8/27/2001 TOTAL NORTH DAKOTA OHIO 1.11% American Municipal Power-Ohio Inc., Omega JV2 1,505 1,505 Project, Rev., 4.25%, 1/1/2002 4,600 4,600 Columbus, Ohio, Ser. 1, GO, FRDO, 3.35%, 3/1/2001 Ohio Air Quality Development Authority, Series 1995A, (CincinnatiGas & Electric), VRDN, 3.10%, 20,100 20,100 3/1/01 (LOC: Barclays BankPlc) Ohio Housing Finance Agency, Residential Mortgage, 4,900 4,900 Ser. C, Rev., FRDO, 4.35%, 9/1/2001 Ohio State, Air Quality Development Authority, PCR, Ohio Edison Project, Ser. C, Rev., FRDO, 3.20%, 1,125 1,125 3/1/2001 Ohio, Series 1998 C, (Highway Capial Improvement), 20,000 20,000 VRDN, 4.50%, 5/1/01 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- NORTH CAROLINA 1.48% Durham, North Carolina, Housing Authority, Multi-Family Housing, FLOATS, Ser. PT-1258, Rev., FRDO, 3.82%, 3/2/2001 7,000 7,000 Gaston County, North Carolina, Industrial Facilities & Pollution Control Financing Authority, Industrial Development, Quality Metal Project, Rev., FRDO, 3.65%, 3/6/2001 2,000 2,000 Guilford County, North Carolina, Industrial Facilities & Pollution Control Financing Authority, Neal Manufacturing, Rev., FRDO, 3.65%, 3/5/2001 800 800 Mecklenburg County, North Carolina, COP, FRDO, 3.55%, 3/5/2001 5,350 5,350 Mecklenburg County, North Carolina, Public Improvement, Ser. C, GO, FRDO, 3.10%, 3/7/2001 3,300 3,300 Mecklenburg County, Series 2000 PA-710, 3.54%, 3/1/01 9,180 9,180 North Carolina Educational Facilities Finance Agency, (BowmanGray School Project), 3.10%, 3/7/01 (LOC:Wachovia Bank) 7,000 7,000 North Carolina Educational Facilities Finance Agency, (ElonCollege),VRDN, 3.10%, 3/7/01 (LOC: Bank of America N.A.) 9,995 9,995 North Carolina, Medical Care Commission, Catholic Health East, Ser. D, Rev., FRDO, 3.10%, 3/7/2001 3,000 3,000 North Carolina, Medical Care Commission, Lincoln Health Systems Project, Ser. A, Rev., FRDO, 3.55%, 3/5/2001 3,000 3,000 North Carolina State, Series 1997 A, 5.10%, 3/1/01 7,500 7,500 North Carolina State, Series 2000-14, VRDN, 4.30%, 3/1/01 17,050 17,050 ------------------------------------------------------------------- TOTAL NORTH CAROLINA 24,450 50,725 75,175 NORTH DAKOTA 0.36% Burleigh County, North Dakota, Health Care, Medical Center One Inc., Rev, 5.00%, 5/1/2001 2,162 2,162 North Dakota State, Housing Finance Agency, Housing Finance Program, Home Mortgage, Ser. D, Rev., 4.45%, 8/27/2001 16,000 16,000 ------------------------------------------------------------------- TOTAL NORTH DAKOTA 18,162 - 18,162 OHIO 1.11% American Municipal Power-Ohio Inc., Omega JV2 Project, Rev., 4.25%, 1/1/2002 1,518 1,518 Columbus, Ohio, Ser. 1, GO, FRDO, 3.35%, 3/1/2001 4,600 4,600 Ohio Air Quality Development Authority, Series 1995A, (CincinnatiGas & Electric), VRDN, 3.10%, 3/1/01 (LOC: Barclays BankPlc) 20,100 20,100 Ohio Housing Finance Agency, Residential Mortgage, Ser. C, Rev., FRDO, 4.35%, 9/1/2001 4,900 4,900 Ohio State, Air Quality Development Authority, PCR, Ohio Edison Project, Ser. C, Rev., FRDO, 3.20%, 3/1/2001 1,125 1,125 Ohio, Series 1998 C, (Highway Capial Improvement), VRDN, 4.50%, 5/1/01 20,009 20,009 See Notes to Pro Forma Financial Statements -18- PRINCIPAL AMOUNT - ----------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - --------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% --------------------------------------------------------------- 2,800 2,800 Ohio State, Water Development Authority, PCR, Ohio Edison Co. Project, Ser. B, Rev., FRDO, 3.20%, 3/1/2001 1,330 Ohio State, Water Development Authority, Pollution Control Facilities, Water Control Loan Fund, State 1,330 Match, Rev., 5.50%, 6/1/2001 TOTAL OHIO OKLAHOMA 0.45% 6,000 Norman, Oklahoma, Regional Hospital Authority, Rev. 6,000 ^, 6.90%, 9/1/2001 6,000 Oklahoma State, Water Resource Board, State Loan 6,000 Program, Rev., FRDO, 4.30%, 9/4/2001 4,000 Oklahoma State, Water Resource Board, State Loan 4,000 Program, Rev., FRDO, 4.30%, 9/4/2001 6,500 Tulsa, Oklahoma, IDA, Justin Industries Project, 6,500 Rev., FRDO, 3.85%, 3/1/2001 TOTAL OKLAHOMA OREGON 0.78% 10,000 Multnomah County, Series 2000 R-17, VRDN, 3.57%, 10,000 3/1/01 8,200 Oregon State, Housing & Community Services Department, Convent Retirement, Ser. A, Rev., FRDO, 8,200 3.60%, 3/6/2001 5,240 Oregon State, Housing & Community Services Department, Single Family Mortgage Program, Ser. C, 5,240 Rev., 4.25%, 9/27/2001 3,665 Oregon State, Housing & Community Services Department, Single Family Mortgages, Ser. J, Rev., 3,665 4.35%, 3/1/2001 5,000 Oregon State, Ser. A-18, Regulation D, FRDO, 3.35%, 5,000 3/7/2001 3,250 Oregon State, Veterans Welfare, Ser. 80-B, Rev., 3,250 4.35%, 10/1/2001 3,470 Port Portland, Oregon, Airport, Ser. 7-A, Rev., ^, 3,470 6.75%, 7/1/2001 800 Port Portland, Oregon, PCR, Reynold Metals, Rev., 800 FRDO, 3.10%, 3/1/2001 TOTAL OREGON PENNSYLVANIA 1.93% 4,000 Allegheny County, Pennsylvania, Ser. C-51, GO, 4,000 4.25%, 5/1/2001 3,900 Butler County, Pennsylvania, Hospital Authority, North Hills Passavant Hospital, Ser. A, Rev., ^, 3,900 7.00%, 6/1/2001 100 Delaware Valley, Pennsylvania, Regional Finance Authority, Local Government, Rev., FRDO, 3.10%, 100 3/7/2001 15,800 Delaware Valley Regional Financial Authority, Series 15,800 1985 C,VRDN, 3.10%, 3/7/01 (LOC: CS First Boston) 14,400 Delaware Valley Regional Financial Authority, Series 14,400 1985 D,VRDN, 3.10%, 3/7/01 (LOC: CS First Boston) 5,900 Eagle Tax Exempt Trust, Weekly Option Mode, Class A, 5,900 FRDO, #, 3.57%, 3/1/2001 2,000 Harrisburg, Pennsylvania, Water Authority, Municipal 2,000 Securities Trust Receipts, Ser. SGA-80, Rev., FRDO, 3.24%, 3/7/2001 3,000 3,000 Intermountain Power Agency CP, 4.10%, 4/6/01 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Ohio State, Water Development Authority, PCR, Ohio 2,800 2,800 Edison Co. Project, Ser. B, Rev., FRDO, 3.20%, 3/1/2001 Ohio State, Water Development Authority, Pollution Control Facilities, Water Control Loan Fund, State Match, Rev., 5.50%, 6/1/2001 1,333 1,333 -------------------------------------------------------------- TOTAL OHIO 16,276 40,109 56,385 OKLAHOMA 0.45% Norman, Oklahoma, Regional Hospital Authority, Rev. ^, 6.90%, 9/1/2001 6,153 6,153 Oklahoma State, Water Resource Board, State Loan Program, Rev., FRDO, 4.30%, 9/4/2001 6,000 6,000 Oklahoma State, Water Resource Board, State Loan Program, Rev., FRDO, 4.30%, 9/4/2001 4,000 4,000 Tulsa, Oklahoma, IDA, Justin Industries Project, Rev., FRDO, 3.85%, 3/1/2001 6,500 6,500 --------------------------------------------------------------- TOTAL OKLAHOMA 22,653 - 22,653 OREGON 0.78% Multnomah County, Series 2000 R-17, VRDN, 3.57%, 3/1/01 10,000 10,000 Oregon State, Housing & Community Services Department, Convent Retirement, Ser. A, Rev., FRDO, 3.60%, 3/6/2001 8,200 8,200 Oregon State, Housing & Community Services Department, Single Family Mortgage Program, Ser. C, Rev., 4.25%, 9/27/2001 5,240 5,240 Oregon State, Housing & Community Services Department, Single Family Mortgages, Ser. J, Rev., 4.35%, 3/1/2001 3,665 3,665 Oregon State, Ser. A-18, Regulation D, FRDO, 3.35%, 3/7/2001 5,000 5,000 Oregon State, Veterans Welfare, Ser. 80-B, Rev., 4.35%, 10/1/2001 3,250 3,250 Port Portland, Oregon, Airport, Ser. 7-A, Rev., ^, 6.75%, 7/1/2001 3,528 3,528 Port Portland, Oregon, PCR, Reynold Metals, Rev., FRDO, 3.10%, 3/1/2001 800 800 --------------------------------------------------------------- TOTAL OREGON 29,683 10,000 39,683 PENNSYLVANIA 1.93% Allegheny County, Pennsylvania, Ser. C-51, GO, 4.25%, 5/1/2001 4,000 4,000 Butler County, Pennsylvania, Hospital Authority, North Hills Passavant Hospital, Ser. A, Rev., ^, 7.00%, 6/1/2001 3,999 3,999 Delaware Valley, Pennsylvania, Regional Finance Authority, Local Government, Rev., FRDO, 3.10%, 3/7/2001 100 100 Delaware Valley Regional Financial Authority, Series 1985 C,VRDN, 3.10%, 3/7/01 (LOC: CS First Boston) 15,800 15,800 Delaware Valley Regional Financial Authority, Series 1985 D,VRDN, 3.10%, 3/7/01 (LOC: CS First Boston) 14,400 14,400 Eagle Tax Exempt Trust, Weekly Option Mode, Class A, FRDO, #, 3.57%, 3/1/2001 5,900 5,900 Harrisburg, Pennsylvania, Water Authority, Municipal Securities Trust Receipts, Ser. SGA-80, Rev., FRDO, 3.24%, 3/7/2001 2,000 2,000 Intermountain Power Agency CP, 4.10%, 4/6/01 3,000 3,000 See Notes to Pro Forma Financial Statements -19- PRINCIPAL AMOUNT - ----------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - --------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% --------------------------------------------------------------- 7,190 7,190 Pennsylvania Intergovernmental Cooperative Authority, Series 1995SG-16, VRDN, 3.47%, 3/1/01 11,500 Pennsylvania State, Higher Education Assistance Agency, Student Loan, Ser. E, Rev. FRDO, 3.25%, 11,500 3/5/2001 4,230 Philadelphia, Pennsylvania, Authority for Industrial Development, Airport, FLOATS, Ser. PT-417, Rev., 4,230 4.55%, 6/14/2001 3,000 Philadelphia, Pennsylvania, Municipal Authority, 3,000 Ser. N-14, Regulation D, Rev., FRDO, 3.20%, 3/7/2001 5,000 Philadelphia, Pennsylvania, Ser. A, Rev., TRAN, 5,000 5.00%, 6/29/2001 6,000 6,000 Pittsburgh, Series 1996 SG-71, VRDN, 3.47%, 3/1/01 3,795 Quakertown, Pennsylvania, General Authority, Pooled Financing Program, Ser. A, Rev., FRDO, 3.20%, 3,795 3/1/2001 1,600 South Fork, Pennsylvania, Hospital Authority, Conemaugh Health Systems, Ser. A, Rev., FRDO, 3.15%, 1,600 3/1/2001 500 Southeastern Pennsylvania, Transportation Authority, 500 Special Ser. SG-28, 3.47%, 3/2/2001 6,235 Southeastern Transportation Authority, Series 1995 6,235 SG-28, 3.47%, 3/1/01 (FGIC) TOTAL PENNSYLVANIA RHODE ISLAND 1.25% 15,650 Rhode Island, Convention Center Authority, Ser. A. 15,650 Rev. ^, 6.70%, 5/15/2001 4,995 Rhode Island Refunding Bond Authority, State Public 4,995 Projects, FLOATS, Ser. PT-419, Rev., 4.50%, 6/14/2001 10,900 Rhode Island, Series 1999 B, (Conservation Capital 10,900 DevelopmentLoan), VRDN, 3.10%, 3/7/01 31,365 Rhode Island State & Providence Plantations, Series 2000 A,(Conservation Capital Development Loan), 31,365 VRDN, 3.10%, 3/7/01 TOTAL RHODE ISLAND SOUTH CAROLINA 4.04% 2,500 Berkeley County, (Bayer Corp. Project), VRN, 3.15%, 2,500 3/1/01 3,000 Cherokee County, South Carolina, IR, Oshkosh Truck 3,000 Project, Rev., FRDO, 3.35%, 3/7/2001 2,150 Florence County, South Carolina, Solid Waste Disposal & Wastewater Treatment, Roche Carolina 2,150 Inc., Rev., FRDO, 3.35%, 3/1/2001 3,500 Kershaw County, South Carolina, IDR, New South Inc. 3,500 Project, Rev., FRDO, 3.60%, 3/7/2001 31,900 Piedmont Municipal Power Agency Electric Rev., 31,900 Series 1997 B,VRDN, 3.15%, 3/7/01 (MBIA) 3,500 South Carolina, Jobs Economic Development Authority, Catholic Diocese, South Carolina Project, Rev., 3,500 FRDO, 3.60%, 3/1/2001 3,000 South Carolina, Jobs Economic Development Authority, Concept Packaging Group Project, Rev., FRDO, 3.70%, 3,000 3/2/2001 62,000 South Carolina Jobs Economic Development Authority 62,000 Rev.,Series 1999 PT-328, VRDN, 3.77%, 3/1/01 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Pennsylvania Intergovernmental Cooperative Authority, 7,190 7,190 Series 1995SG-16, VRDN, 3.47%, 3/1/01 Pennsylvania State, Higher Education Assistance Agency, Student Loan, Ser. E, Rev. FRDO, 3.25%, 3/5/2001 11,500 11,500 Philadelphia, Pennsylvania, Authority for Industrial Development, Airport, FLOATS, Ser. PT-417, Rev., 4.55%, 6/14/2001 4,230 4,230 Philadelphia, Pennsylvania, Municipal Authority, Ser. N-14, Regulation D, Rev., FRDO, 3.20%, 3/7/2001 3,000 3,000 Philadelphia, Pennsylvania, Ser. A, Rev., TRAN, 5.00%, 6/29/2001 5,010 5,010 Pittsburgh, Series 1996 SG-71, VRDN, 3.47%, 3/1/01 6,000 6,000 Quakertown, Pennsylvania, General Authority, Pooled Financing Program, Ser. A, Rev., FRDO, 3.20%, 3/1/2001 3,795 3,795 South Fork, Pennsylvania, Hospital Authority, Conemaugh Health Systems, Ser. A, Rev., FRDO, 3.15%, 3/1/2001 1,600 1,600 Southeastern Pennsylvania, Transportation Authority, Special Ser. SG-28, 3.47%, 3/2/2001 500 500 Southeastern Transportation Authority, Series 1995 SG-28, 3.47%, 3/1/01 (FGIC) 6,235 6,235 ----------------------------------------------------------------- TOTAL PENNSYLVANIA 45,634 52,625 98,259 RHODE ISLAND 1.25% Rhode Island, Convention Center Authority, Ser. A. Rev. ^, 6.70%, 5/15/2001 16,040 16,040 Rhode Island Refunding Bond Authority, State Public Projects, FLOATS, Ser. PT-419, Rev., 4.50%, 6/14/2001 4,995 4,995 Rhode Island, Series 1999 B, (Conservation Capital DevelopmentLoan), VRDN, 3.10%, 3/7/01 10,900 10,900 Rhode Island State & Providence Plantations, Series 2000 A,(Conservation Capital Development Loan), VRDN, 3.10%, 3/7/01 31,365 31,365 ----------------------------------------------------------------- TOTAL RHODE ISLAND 21,035 42,265 63,300 SOUTH CAROLINA 4.04% Berkeley County, (Bayer Corp. Project), VRN, 3.15%, 3/1/01 2,500 2,500 Cherokee County, South Carolina, IR, Oshkosh Truck Project, Rev., FRDO, 3.35%, 3/7/2001 3,000 3,000 Florence County, South Carolina, Solid Waste Disposal & Wastewater Treatment, Roche Carolina Inc., Rev., FRDO, 3.35%, 3/1/2001 2,150 2,150 Kershaw County, South Carolina, IDR, New South Inc. Project, Rev., FRDO, 3.60%, 3/7/2001 3,500 3,500 Piedmont Municipal Power Agency Electric Rev., Series 1997 B,VRDN, 3.15%, 3/7/01 (MBIA) 31,900 31,900 South Carolina, Jobs Economic Development Authority, Catholic Diocese, South Carolina Project, Rev., FRDO, 3.60%, 3/1/2001 3,500 3,500 South Carolina, Jobs Economic Development Authority, Concept Packaging Group Project, Rev., FRDO, 3.70%, 3/2/2001 3,000 3,000 South Carolina Jobs Economic Development Authority Rev.,Series 1999 PT-328, VRDN, 3.77%, 3/1/01 62,000 62,000 See Notes to Pro Forma Financial Statements -20- PRINCIPAL AMOUNT - ----------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - --------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% --------------------------------------------------------------- 1,000 1,000 South Carolina Jobs Economic Development Authority Rev.,Series 2000 PT-338, VRDN, 3.77%, 3/1/01 4,750 South Carolina, Jobs Economic Development Authority, 4,750 Walley Proteins Inc. Project, FRDO, 3.65%, 3/1/2001 9,300 South Carolina, Series 2000-7, VRDN, 3.57%, 3/1/01 9,300 (State Aid Withholding) 5,210 South Carolina State, Housing, Finance & Development, Rental Housing, Oak Ridge/McGuire, 5,210 FRDO, 3.50%, 3/7/2001 3,045 South Carolina State, Housing, Finance & Development, Rental Housing, Waverly Place project, 3,045 Rev., FRDO, 3.50%, 3/1/2001 2,000 South Carolina State, Public Service Authority, Municipal Trust Receipts, Ser. SG-32, Rev., FRDO, ^, 2,000 3.54%, 3/1/2001 17,900 South Carolina State Public Service Authority Rev., 17,900 Series 1991B, 7.10%, 7/1/21 15,600 South Carolina State Public Service Authority 15,600 Rev.,FLOATER-TRS, 3.30%, 3/7/01 (FGIC) 23,100 South Carolina Transportation Infrastructure Bank, Floating Rate Trust Receipts, Ser. L-10, Regulation 23,100 D, Rev., FRDO, 3.30%, 3/7/2001 11,000 South Carolina Transportation Infrastructure Bank, Municipal Trust Receipts, Ser. SGA-116, Rev., FRDO, 11,000 3.20%, 3/1/2001 TOTAL SOUTH CAROLINA SOUTH DAKOTA 0.54% 4,710 South Dakota Economic Development Finance Authority, Hastings Filters Inc. Project, Rev., FRDO, 3.55%, 4,710 3/5/2001 12,855 South Dakota Housing Development Authority, FLOATS, 12,855 Ser. PT-73, Rev., FRDO, 4.42%, 3/2/2001 5,400 South Dakota, Housing Development Authority, Ser. D, 5,400 Class A, FRDO, 3.62%, 3/7/2001 4,500 South Dakota, Housing Development Authority, Ser. 4,500 N-1, Regulation D, Rev., FRDO, 3.35%, 3/7/2001 TOTAL SOUTH DAKOTA TENNESSEE 1.83% 3,100 Bradley County Industrial Development Board Industrial Rev.,Series 1993 C (Olin Corp. Project), 3,100 VRDN, 3.10%, 3/1/01 (LOC:Wachovia Bank) 800 Clarksville, Tennessee, Public Building Authority, Pooled Financing, Tennessee Municipal Bond Fund, 800 Rev., FRDO, 3.55%, 3/5/2001 3,000 Jackson, Tennessee, IDBR, Solid Waste Disposal, 3,000 Steel Corp. Project, FRDO, 3.65%, 3/7/2001 1,700 Knoxville, Tennessee, Utilities Board, Sub-Gas 1,700 Systems, Rev., FRDO, 3.15%, 3/1/2001 5,995 Metropolitan Government Nashville & Davidson Counties, Tennessee, FLOATS, Ser. PT-394, Rev., 5,995 FRDO, 4.45%, 3/7/2001 2,700 Metropolitan Government of Nashville & Davidson Counties, Tennessee, Industrial Development Board, Country Music Hall of Fame, Rev., FRDO, 3.40%, 2,700 3/6/2001 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- South Carolina Jobs Economic Development Authority 1,000 1,000 Rev.,Series 2000 PT-338, VRDN, 3.77%, 3/1/01 South Carolina, Jobs Economic Development Authority, Walley Proteins Inc. Project, FRDO, 3.65%, 3/1/2001 4,750 4,750 South Carolina, Series 2000-7, VRDN, 3.57%, 3/1/01 (State Aid Withholding) 9,300 9,300 South Carolina State, Housing, Finance & Development, Rental Housing, Oak Ridge/McGuire, FRDO, 3.50%, 3/7/2001 5,210 5,210 South Carolina State, Housing, Finance & Development, Rental Housing, Waverly Place project, Rev., FRDO, 3.50%, 3/1/2001 3,045 3,045 South Carolina State, Public Service Authority, Municipal Trust Receipts, Ser. SG-32, Rev., FRDO, ^, 3.54%, 3/1/2001 2,006 2,006 South Carolina State Public Service Authority Rev., Series 1991B, 7.10%, 7/1/21 18,417 18,417 South Carolina State Public Service Authority Rev.,FLOATER-TRS, 3.30%, 3/7/01 (FGIC) 15,600 15,600 South Carolina Transportation Infrastructure Bank, Floating Rate Trust Receipts, Ser. L-10, Regulation D, Rev., FRDO, 3.30%, 3/7/2001 23,100 23,100 South Carolina Transportation Infrastructure Bank, Municipal Trust Receipts, Ser. SGA-116, Rev., FRDO, 3.20%, 3/1/2001 11,000 11,000 -------------------------------------------------------------- TOTAL SOUTH CAROLINA 64,261 140,717 204,978 SOUTH DAKOTA 0.54% South Dakota Economic Development Finance Authority, Hastings Filters Inc. Project, Rev., FRDO, 3.55%, 3/5/2001 4,710 4,710 South Dakota Housing Development Authority, FLOATS, Ser. PT-73, Rev., FRDO, 4.42%, 3/2/2001 12,855 12,855 South Dakota, Housing Development Authority, Ser. D, Class A, FRDO, 3.62%, 3/7/2001 5,400 5,400 South Dakota, Housing Development Authority, Ser. N-1, Regulation D, Rev., FRDO, 3.35%, 3/7/2001 4,500 4,500 -------------------------------------------------------------- TOTAL SOUTH DAKOTA 27,465 - 27,465 TENNESSEE 1.83% Bradley County Industrial Development Board Industrial Rev.,Series 1993 C (Olin Corp. Project), VRDN, 3.10%, 3/1/01 (LOC:Wachovia Bank) 3,100 3,100 Clarksville, Tennessee, Public Building Authority, Pooled Financing, Tennessee Municipal Bond Fund, Rev., FRDO, 3.55%, 3/5/2001 800 800 Jackson, Tennessee, IDBR, Solid Waste Disposal, Steel Corp. Project, FRDO, 3.65%, 3/7/2001 3,000 3,000 Knoxville, Tennessee, Utilities Board, Sub-Gas Systems, Rev., FRDO, 3.15%, 3/1/2001 1,700 1,700 Metropolitan Government Nashville & Davidson Counties, Tennessee, FLOATS, Ser. PT-394, Rev., FRDO, 4.45%, 3/7/2001 5,995 5,995 Metropolitan Government of Nashville & Davidson Counties, Tennessee, Industrial Development Board, Country Music Hall of Fame, Rev., FRDO, 3.40%, 3/6/2001 2,700 2,700 See Notes to Pro Forma Financial Statements -21- PRINCIPAL AMOUNT - ----------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - --------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% --------------------------------------------------------------- 1,000 1,000 Metropolitan Government of Nashville & Davidson Counties, Tennessee, Water & Sewer, Rev., ^, 6.00%, 1/1/2002 5,810 Metropolitan Government Nashville & Davidson County 5,810 Tn, 4.00%, 11/15/2001 2,000 Metropolitan Nashville Airport Authority Special Facilities Rev.,(AmericanAirlines Project) , Series 2,000 1995-B, 3.05%, 3/1/01 (LOC:BayerischeLandesbank) 5,980 Nashville & Davidson County, Tennessee, Metropolitan Government Water and Sewer, Ser. L-23, Regulation D, 5,980 FRDO, 3.30%, 3/6/2001 1,500 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. II-A-1, 1,500 Rev., FRDO, 3.45%, 3/6/2001 2,500 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. II-A-2, 2,500 Rev., FRDO, 3.45%, 3/6/2001 4,000 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. II-D-2, 4,000 Rev., FRDO, 3.45%, 3/1/2001 1,160 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. II-D-3, 1,160 Rev., FRDO, 3.45%, 3/1/2001 6,800 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-C-5, 6,800 Rev., FRDO, 3.45%, 3/6/2001 1,600 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-D-3, 1,600 Rev., FRDO, 3.45%, 3/5/2001 5,000 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-E-2, 5,000 Rev., FRDO, 3.45%, 3/5/2001 2,500 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-E-3, 2,500 Rev., FRDO, 3.45%, 3/5/2001 5,500 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-G-2, 5,500 Rev., FRDO, 3.45%, 3/7/2001 5,465 Shelby County, Tennessee, Health, Educational & Housing Facilities Board, Educational Facilities, 5,465 Rhodes College, Rev., FRDO, 3.40%, 3/5/2001 7,295 Smyrna, Tennessee, Housing Association Inc., Multi-Family Housing, Ser. Q, Class A, Rev., FRDO, 7,295 3.57%, 3/1/2001 700 South Pittsburgh, Tennessee, Industrial Development Board, Lodge Manufacturing Co. Project, Rev., FRDO, 700 3.60%, 3/7/2001 3,635 Tennessee Housing Development Agency, FLOATS, Ser. 3,635 PA-726R, Rev., FRDO, 3.62%, 3/6/2001 13,250 Tennessee, Housing Development Agency, FLOATS, Ser. 13,250 PT-279, Rev., FRDO, 4.30%, 4/5/2001 TOTAL TENNESSEE TEXAS 13.24% 5,000 Alamo, Texas, Independent School District, Pharr-San Juan, Municipal Securities Trust Receipts, Ser. 5,000 SGA-101, GO, FRDO, 3.24%, 3/1/2001 2,000 Austin, Texas, Independent School District, GO, 2,000 5.20%, 8/1/2001 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Metropolitan Government of Nashville & Davidson 1,041 1,041 Counties, Tennessee, Water & Sewer, Rev., ^, 6.00%, 1/1/2002 Metropolitan Government Nashville & Davidson County Tn, 4.00%, 11/15/2001 5,858 5,858 Metropolitan Nashville Airport Authority Special Facilities Rev.,(AmericanAirlines Project) , Series 1995-B, 3.05%, 3/1/01 (LOC:BayerischeLandesbank) 2,000 2,000 Nashville & Davidson County, Tennessee, Metropolitan Government Water and Sewer, Ser. L-23, Regulation D, FRDO, 3.30%, 3/6/2001 5,980 5,980 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. II-A-1, Rev., FRDO, 3.45%, 3/6/2001 1,500 1,500 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. II-A-2, Rev., FRDO, 3.45%, 3/6/2001 2,500 2,500 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. II-D-2, Rev., FRDO, 3.45%, 3/1/2001 4,000 4,000 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. II-D-3, Rev., FRDO, 3.45%, 3/1/2001 1,160 1,160 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-C-5, Rev., FRDO, 3.45%, 3/6/2001 6,800 6,800 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-D-3, Rev., FRDO, 3.45%, 3/5/2001 1,600 1,600 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-E-2, Rev., FRDO, 3.45%, 3/5/2001 5,000 5,000 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-E-3, Rev., FRDO, 3.45%, 3/5/2001 2,500 2,500 Sevier County, Tennessee, Public Building Authority, Local Government Public Improvement, Ser. III-G-2, Rev., FRDO, 3.45%, 3/7/2001 5,500 5,500 Shelby County, Tennessee, Health, Educational & Housing Facilities Board, Educational Facilities, Rhodes College, Rev., FRDO, 3.40%, 3/5/2001 5,465 5,465 Smyrna, Tennessee, Housing Association Inc., Multi-Family Housing, Ser. Q, Class A, Rev., FRDO, 3.57%, 3/1/2001 7,296 7,296 South Pittsburgh, Tennessee, Industrial Development Board, Lodge Manufacturing Co. Project, Rev., FRDO, 3.60%, 3/7/2001 700 700 Tennessee Housing Development Agency, FLOATS, Ser. PA-726R, Rev., FRDO, 3.62%, 3/6/2001 3,635 3,635 Tennessee, Housing Development Agency, FLOATS, Ser. PT-279, Rev., FRDO, 4.30%, 4/5/2001 13,250 13,250 -------------------------------------------------------------- TOTAL TENNESSEE 82,122 10,958 93,080 TEXAS 13.24% Alamo, Texas, Independent School District, Pharr-San Juan, Municipal Securities Trust Receipts, Ser. SGA-101, GO, FRDO, 3.24%, 3/1/2001 5,000 5,000 Austin, Texas, Independent School District, GO, 5.20%, 8/1/2001 2,006 2,006 See Notes to Pro Forma Financial Statements -22- PRINCIPAL AMOUNT - ----------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - --------------------------------------------------------------------------------------------------------------------------------- MUNICIPALS 99.90% --------------------------------------------------------------- 6,350 6,350 Austin Utility System Rev., Series 2000-216, VRDN, 3.67%, 3/1/01 (FSA) 1,000 Brazos River Authority, Texas, PCR, TXU Electric 1,000 Co., Ser. C, Rev., FRDO, 3.25%, 3/7/2001 30,000 Brownsville Utility System Rev., Series 2001 B, 30,000 3.15%, 3/7/01 9,200 Carroll, Texas, Independent School District, GO, 9,200 FRDO, 3.50%, 3/1/2001 5,000 Dallas Fort Worth, Texas, International Airport Facilities Improvement Corp., Flight Safety Project, 5,000 Rev., FRDO, 3.60%, 3/2/2001 1,955 Dallas Fort Worth, Texas, Regional Airport, Municipal Securities Trust Receipts, Ser. SGA-49, 1,955 Rev., FRDO, 3.20%, 3/1/2001 4,500 4,500 Dallas Waterworks & Sewer, 4.15%, 3/8/01 3,910 Eagle Tax Exempt Trust, Weekly Option Mode, 3.57%, 3,910 3/5/2001 2,420 Eagle Tax Exempt Trust, Weekly Option Mode, Ser. 2,420 3C-7, Class A, FRDO, #, 3.57%, 3/5/2001 1,200 Grapevine, Texas, Industrial Development Corp., Multiple Mode, American Airlines, Ser. A-4, Rev., 1,200 FRDO, 3.10%, 3/1/2001 5,000 Greater East Texas, Higher Education, Ser. B, Rev., 5,000 FRDO, 3.45%, 2/1/2002 10,000 Greater Texas, Student Loan Corp., Student Loan, 10,000 Ser. A, Rev., 3.45%, 2/1/2002 3,000 Guadalupe Blanco River Authority, Texas, IDC, IDR, The BOC Group Inc. Project, Rev., FRDO, 3.50%, 3,000 3/6/2001 15,900 Gulf Coast Waste Disposal Authority, 3.10%, 3/1/01 15,900 (Amoco Oil Co.) VRDN 4,300 Gulf Coast Waste Disposal Authority, Amoco Oil Co. 4,300 Project, Rev., FRDO, 3.30%, 3/1/2001 5,000 Harlandale, Texas, Independent School District, Municipal Securities Trust Receipts, Ser. SGA-100, 5,000 GO, FRDO, 3.24%, 3/2/2001 5,200 5,200 Harris County, Texas, GO, 3.30%, 6/7/2001 7,500 7,500 Harris County, Texas, GO, 3.35%, 6/6/2001 1,100 Harris County, Texas, IDC, Shell Oil Co. Project, 1,100 FRDO, 3.10%, 3/1/2001 7,600 Hays, Texas, Memorial Health Facilities Development Corp., Central Texas Medical Center Project, Ser. A, 7,600 Rev., 3.60%, 3/5/2001 17,500 Houston Airport System Rev., Series 2000 SG 149, 17,500 VRDN, 3.54%, 3/1/01 (FSA) 3,000 3,000 Houston, Series 2000 728R, VRDN, 3.54%, 3/1/01 3,000 Houston, Texas, Independent School District, Ser. A, 3,000 GO, 5.40%, 6/1/2001 20,000 20,000 Houston Water & Sewer System Rev. CP, 4.40%, 5/10/01 28,600 Houston Water & Sewer System Rev., Series 1997 SG 28,600 120, 3.54%, 3/1/01 3,900 Katy, Texas, Independent School District, Ser, A, 3,900 GO, FRDO, 3.50%, 3/7/2001 6,010 Kerrville, Texas, Independent School District, 6,010 FLOATS, Ser. PA-698, GO, FRDO, 3.54%, 3/1/2001 1,300 Lone Star, Texas, Apartment Improvement Authority, 1,300 Multiple Mode, Ser. B-1, Rev., FRDO, 3.20%, 3/1/2001 4,200 Longview, Texas, Industrial Corp., Collins 4,200 Industries Inc. Project, Rev., FRDO, 3.70%, 3/1/2001 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Austin Utility System Rev., Series 2000-216, VRDN, 6,350 6,350 3.67%, 3/1/01 (FSA) Brazos River Authority, Texas, PCR, TXU Electric Co., Ser. C, Rev., FRDO, 3.25%, 3/7/2001 1,000 1,000 Brownsville Utility System Rev., Series 2001 B, 3.15%, 3/7/01 30,000 30,000 Carroll, Texas, Independent School District, GO, FRDO, 3.50%, 3/1/2001 9,200 9,200 Dallas Fort Worth, Texas, International Airport Facilities Improvement Corp., Flight Safety Project, Rev., FRDO, 3.60%, 3/2/2001 5,000 5,000 Dallas Fort Worth, Texas, Regional Airport, Municipal Securities Trust Receipts, Ser. SGA-49, Rev., FRDO, 3.20%, 3/1/2001 1,955 1,955 Dallas Waterworks & Sewer, 4.15%, 3/8/01 4,500 4,500 Eagle Tax Exempt Trust, Weekly Option Mode, 3.57%, 3/5/2001 3,910 3,910 Eagle Tax Exempt Trust, Weekly Option Mode, Ser. 3C-7, Class A, FRDO, #, 3.57%, 3/5/2001 2,420 2,420 Grapevine, Texas, Industrial Development Corp., Multiple Mode, American Airlines, Ser. A-4, Rev., FRDO, 3.10%, 3/1/2001 1,200 1,200 Greater East Texas, Higher Education, Ser. B, Rev., FRDO, 3.45%, 2/1/2002 5,000 5,000 Greater Texas, Student Loan Corp., Student Loan, Ser. A, Rev., 3.45%, 2/1/2002 10,000 10,000 Guadalupe Blanco River Authority, Texas, IDC, IDR, The BOC Group Inc. Project, Rev., FRDO, 3.50%, 3/6/2001 3,000 3,000 Gulf Coast Waste Disposal Authority, 3.10%, 3/1/01 (Amoco Oil Co.) VRDN 15,900 15,900 Gulf Coast Waste Disposal Authority, Amoco Oil Co. Project, Rev., FRDO, 3.30%, 3/1/2001 4,300 4,300 Harlandale, Texas, Independent School District, Municipal Securities Trust Receipts, Ser. SGA-100, GO, FRDO, 3.24%, 3/2/2001 5,000 5,000 Harris County, Texas, GO, 3.30%, 6/7/2001 5,200 5,200 Harris County, Texas, GO, 3.35%, 6/6/2001 7,500 7,500 Harris County, Texas, IDC, Shell Oil Co. Project, FRDO, 3.10%, 3/1/2001 1,100 1,100 Hays, Texas, Memorial Health Facilities Development Corp., Central Texas Medical Center Project, Ser. A, Rev., 3.60%, 3/5/2001 7,600 7,600 Houston Airport System Rev., Series 2000 SG 149, VRDN, 3.54%, 3/1/01 (FSA) 17,500 17,500 Houston, Series 2000 728R, VRDN, 3.54%, 3/1/01 3,000 3,000 Houston, Texas, Independent School District, Ser. A, GO, 5.40%, 6/1/2001 3,014 3,014 Houston Water & Sewer System Rev. CP, 4.40%, 5/10/01 20,000 20,000 Houston Water & Sewer System Rev., Series 1997 SG 120, 3.54%, 3/1/01 28,600 28,600 Katy, Texas, Independent School District, Ser, A, GO, FRDO, 3.50%, 3/7/2001 3,900 3,900 Kerrville, Texas, Independent School District, FLOATS, Ser. PA-698, GO, FRDO, 3.54%, 3/1/2001 6,010 6,010 Lone Star, Texas, Apartment Improvement Authority, Multiple Mode, Ser. B-1, Rev., FRDO, 3.20%, 3/1/2001 1,300 1,300 Longview, Texas, Industrial Corp., Collins Industries Inc. Project, Rev., FRDO, 3.70%, 3/1/2001 4,200 4,200 See Notes to Pro Forma Financial Statements -23- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- 5,290 5,290 Mission, Texas, Independent School District, Municipal Securities Trust Receipts, Ser. SGA-105, GO, FRDO, 3.24%, 3/2/2001 17,050 New Caney Independent School District, Series 2000 17,050 SG-142,VRDN, 3.54%, 3/1/01 (PSF) 5,000 North Central, Texas, Health Facilities Development 5,000 Corp., Methodist Hospitals, 3.40%, 4/2/2001 2,500 North Central, Texas, Health Facilities Development Corp., Methodist Hospitals, Dallas, Ser. B, Rev., 2,500 FRDO, 3.15%, 3/1/2001 25,000 North Central, Texas, Health Facilities Development Corp., Methodist Hospitals, Rev., FRDO, 4.20%, 25,000 3/6/2001 3,700 North Texas, Higher Education Authority, Student 3,700 Loan, Ser. A, Rev., FRDO, 3.25%, 3/1/2001 1,400 North Texas, Higher Education Authority, Student 1,400 Loan, Ser. F, Rev., FRDO, 3.25%, 3/6/2001 8,000 North Texas, Higher Education Authority, Student 8,000 Loan, Ser. B, Rev., FRDO, 3.25%, 3/7/2001 1,000 Port Corpus Christi Authority, Texas, Nueces County, Solid Waste Disposal, Koch Refining Co. Project, 1,000 FRDO, 3.15%, 3/5/2001 4,700 Richardson, Texas, Independent School District, Ser. 4,700 A, GO, FRDO, 3.50%, 3/1/2001 7,190 San Angelo, Texas, Independent School District, GO, 7,190 FRDO, 3.50%, 3/1/2001 3,000 3,000 San Antonio, 6.38%, 2/1/02 19,920 San Antonio, Texas, Electric & Gas, Municipal Securities Trust Receipts, Ser. SGA-48, Rev., FRDO, 19,920 3.240%, 3/2/2001 5,000 San Antonio, Texas, Water Revenue, Municipal Securities Trust Receipts, Ser. SGA-42, Rev., FRDO, 5,000 3.240%, 3/5/2001 6,000 Spring Independent School District, Series 2000 6,000 PA-714, VRDN, 3.54%, 3/1/01 (PSF) 8,430 Tarrant County, Texas, Housing Finance Corp, Multi-Family Housing, Remington Project, Rev., FRDO, 8,430 3.15%, 3/5/2001 10,470 Texas Board of Water Development, Municipal Securities Trust Receipts, Ser. SGA-104, Rev., FRDO, 10,470 3.24%, 3/6/2001 4,200 4,200 Texas, Series 2000-290, VRDN, 3.57%, 3/1/01 11,000 11,000 Texas State, 3.35%, 5/9/2001 1,100 Texas State, Department of Housing & Community Affairs, Multi-Family Housing, Timber Point 1,100 Apartments, Ser. A-1, Rev., FRDO, 3.25%, 3/5/2001 5,565 Texas State, Department of Housing & Community Affairs, Residential Mortgage, FLOATS, Ser. PA-743R, 5,565 Rev., FRDO, 3.64%, 3/1/2001 4,910 Texas State, FLOATS, Ser. PT-1991, Rev., FRDO, 4,910 3.59%, 3/7/2001 12,900 12,900 Texas State, Rev., TRAN, 5.25%, 8/31/2001 3,000 Texas State, Turnpike Authority, Dallas North Thruway, Floating Rate Receipts, Ser. SG-70, Rev., 3,000 FRDO, 3.54%, 3/7/2001 4,300 Texas State, Veteran's Housing Assistance, Ser. A-1, 4,300 GO, FRDO, 3.35%, 3/6/2001 128,875 128,875 Texas, Tax & Rev. Anticipation Notes, 5.25%, 8/31/01 17,535 Texas Turnpike Authority, Series 2000 N-2-TRS, 17,535 Registered D,VRDN, 3.30%, 3/7/01 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - ------------------------------------------------------------------- Mission, Texas, Independent School District, 5,290 5,290 Municipal Securities Trust Receipts, Ser. SGA-105, GO, FRDO, 3.24%, 3/2/2001 New Caney Independent School District, Series 2000 SG-142,VRDN, 3.54%, 3/1/01 (PSF) 17,050 17,050 North Central, Texas, Health Facilities Development Corp., Methodist Hospitals, 3.40%, 4/2/2001 5,000 5,000 North Central, Texas, Health Facilities Development Corp., Methodist Hospitals, Dallas, Ser. B, Rev., FRDO, 3.15%, 3/1/2001 2,500 2,500 North Central, Texas, Health Facilities Development Corp., Methodist Hospitals, Rev., FRDO, 4.20%, 3/6/2001 25,000 25,000 North Texas, Higher Education Authority, Student Loan, Ser. A, Rev., FRDO, 3.25%, 3/1/2001 3,700 3,700 North Texas, Higher Education Authority, Student Loan, Ser. F, Rev., FRDO, 3.25%, 3/6/2001 1,400 1,400 North Texas, Higher Education Authority, Student Loan, Ser. B, Rev., FRDO, 3.25%, 3/7/2001 8,000 8,000 Port Corpus Christi Authority, Texas, Nueces County, Solid Waste Disposal, Koch Refining Co. Project, FRDO, 3.15%, 3/5/2001 1,000 1,000 Richardson, Texas, Independent School District, Ser. A, GO, FRDO, 3.50%, 3/1/2001 4,700 4,700 San Angelo, Texas, Independent School District, GO, FRDO, 3.50%, 3/1/2001 7,190 7,190 San Antonio, 6.38%, 2/1/02 3,087 3,087 San Antonio, Texas, Electric & Gas, Municipal Securities Trust Receipts, Ser. SGA-48, Rev., FRDO, 3.240%, 3/2/2001 19,920 19,920 San Antonio, Texas, Water Revenue, Municipal Securities Trust Receipts, Ser. SGA-42, Rev., FRDO, 3.240%, 3/5/2001 5,000 5,000 Spring Independent School District, Series 2000 PA-714, VRDN, 3.54%, 3/1/01 (PSF) 6,000 6,000 Tarrant County, Texas, Housing Finance Corp, Multi-Family Housing, Remington Project, Rev., FRDO, 3.15%, 3/5/2001 8,430 8,430 Texas Board of Water Development, Municipal Securities Trust Receipts, Ser. SGA-104, Rev., FRDO, 3.24%, 3/6/2001 10,470 10,470 Texas, Series 2000-290, VRDN, 3.57%, 3/1/01 4,200 4,200 Texas State, 3.35%, 5/9/2001 11,000 11,000 Texas State, Department of Housing & Community Affairs, Multi-Family Housing, Timber Point Apartments, Ser. A-1, Rev., FRDO, 3.25%, 3/5/2001 1,100 1,100 Texas State, Department of Housing & Community Affairs, Residential Mortgage, FLOATS, Ser. PA-743R, Rev., FRDO, 3.64%, 3/1/2001 5,565 5,565 Texas State, FLOATS, Ser. PT-1991, Rev., FRDO, 3.59%, 3/7/2001 4,910 4,910 Texas State, Rev., TRAN, 5.25%, 8/31/2001 12,961 12,961 Texas State, Turnpike Authority, Dallas North Thruway, Floating Rate Receipts, Ser. SG-70, Rev., FRDO, 3.54%, 3/7/2001 3,000 3,000 Texas State, Veteran's Housing Assistance, Ser. A-1, GO, FRDO, 3.35%, 3/6/2001 4,300 4,300 Texas, Tax & Rev. Anticipation Notes, 5.25%, 8/31/01 129,686 129,686 Texas Turnpike Authority, Series 2000 N-2-TRS, Registered D,VRDN, 3.30%, 3/7/01 17,535 17,535 -24- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- 2,955 2,955 Texas Water Development Board, Series 2001 PA-746, VRN, 3.54%, 3/1/01 5,000 Tyler, Texas, Waterworks & Sewer, Municipal Securities Trust Receipts, Ser. SGA-112, Rev., FRDO, 5,000 3.20%, 3/1/2001 14,290 University of Texas, Municipal Securities Trust 14,290 Receipts, Ser. SGA-78, Rev., FRDO, 3.24%, 3/6/2001 47,500 47,500 University Permanent Fund CP, 3.20%, 4/11/01 50,000 50,000 University Permanent Fund CP, 3.20%, 4/4/01 Total Texas UTAH 1.42% 5,000 Intermountain Power Agency of Utah, Power Supply, 5,000 Ser. 1985, Rev., 3.40%, 4/2/2001 6,550 Salt Lake City Airport Rev., Series 1999 A10-TRS, 6,550 RegisteredD, VRDN, 3.30%, 3/7/01 (FGIC) 1,565 Utah Housing Finance Agency, Series 2000 1, (Single 1,565 FamilyMortgage),VRDN, 3.20%, 3/7/01 41,500 41,500 Utah, Series 1999 C, VRDN, 3.35%, 3/1/01 7,500 Utah State, Housing Finance Agency, Single Family 7,500 Mortgage, Ser. D-1, Rev., FRDO, 3.30%, 3/5/2001 5,000 Utah State, Housing Finance Agency, Single Family 5,000 Mortgage, Ser. E-1, Rev., FRDO, 3.30%, 3/6/2001 5,000 Utah State, Housing Finance Agency, Single Family Mortgage, Ser. F-2, Class I, Rev., FRDO, 3.30%, 5,000 3/5/2001 TOTAL UTAH VERMONT 0.10% 5,300 Vermont Student Assistance Corporation Student Loan 5,300 Rev.,VRDN, 4.25%, 3/1/01 (LOC: State Street B&T Co.) VIRGINIA 0.97% 2,000 Harrisonburg, Virginia, Redevelopment & Housing Authority, Multi-Family Housing, Misty Ridge 2,000 Project, Ser. A, Rev., FRDO, 3.58%, 3/5/2001 6,170 King George County, Virginia, IDA, Exempt Facilities, Birchwood Power Partners, Ser. B, Rev., 6,170 FRDO, 3.35%, 3/1/2001 3,225 Petersburg, Virginia, Hospital Authority, Hospital Facilities, Southside Regional, Rev., FRDO, 3.25%, 3,225 3/1/2001 23,590 Virginia Commonwealth Transportation Board TransportationRev., Series 2000 SG-137, VRDN, 3.54%, 23,590 3/1/01 11,385 Virginia State, Public School Authority, FLOATS, 11,385 Ser. PT-431, Rev. FRDO, 3.47%, 3/6/2001 3,000 Virginia Transportation Board Transportation Contract Rev., Series1999 A6, Registered D Shares, 3,000 3.35%, 3/7/01 TOTAL VIRGINIA WASHINGTON 4.43% 12,150 Eagle Tax Exempt Trust, Weekly Option Mode, Ser. A, 12,150 FRDO, 3.57%, 3/1/2001 15,830 King County, Washington, FLOATS, Ser. PT-385, Rev., 15,830 FRDO, 3.33%, 3/2/2001 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Texas Water Development Board, Series 2001 PA-746, 5,000 2,955 2,955 VRN, 3.54%, 3/1/01 Tyler, Texas, Waterworks & Sewer, Municipal Securities Trust Receipts, Ser. SGA-112, Rev., FRDO, 3.20%, 3/1/2001 14,290 5,000 University of Texas, Municipal Securities Trust Receipts, Ser. SGA-78, Rev., FRDO, 3.24%, 3/6/2001 14,290 University Permanent Fund CP, 3.20%, 4/11/01 47,500 47,500 University Permanent Fund CP, 3.20%, 4/4/01 50,000 50,000 --------------------------------------------------------------- Total Texas 268,541 403,863 72,404 UTAH 1.42% Intermountain Power Agency of Utah, Power Supply, Ser. 1985, Rev., 3.40%, 4/2/2001 5,000 5,000 Salt Lake City Airport Rev., Series 1999 A10-TRS, RegisteredD, VRDN, 3.30%, 3/7/01 (FGIC) 6,550 6,550 Utah Housing Finance Agency, Series 2000 1, (Single FamilyMortgage),VRDN, 3.20%, 3/7/01 1,565 1,565 Utah, Series 1999 C, VRDN, 3.35%, 3/1/01 41,500 41,500 Utah State, Housing Finance Agency, Single Family Mortgage, Ser. D-1, Rev., FRDO, 3.30%, 3/5/2001 7,500 7,500 Utah State, Housing Finance Agency, Single Family Mortgage, Ser. E-1, Rev., FRDO, 3.30%, 3/6/2001 5,000 5,000 Utah State, Housing Finance Agency, Single Family Mortgage, Ser. F-2, Class I, Rev., FRDO, 3.30%, 3/5/2001 5,000 ------------------------------------------------------------------- TOTAL UTAH 22,500 49,615 72,115 VERMONT 0.10% Vermont Student Assistance Corporation Student Loan Rev.,VRDN, 4.25%, 3/1/01 (LOC: State Street B&T Co.) 5,300 5,300 ------------------------------------------------------------------- VIRGINIA 0.97% Harrisonburg, Virginia, Redevelopment & Housing Authority, Multi-Family Housing, Misty Ridge Project, Ser. A, Rev., FRDO, 3.58%, 3/5/2001 2,000 2,000 King George County, Virginia, IDA, Exempt Facilities, Birchwood Power Partners, Ser. B, Rev., FRDO, 3.35%, 3/1/2001 6,170 6,170 Petersburg, Virginia, Hospital Authority, Hospital Facilities, Southside Regional, Rev., FRDO, 3.25%, 3/1/2001 3,225 3,225 Virginia Commonwealth Transportation Board TransportationRev., Series 2000 SG-137, VRDN, 3.54%, 3/1/01 23,590 23,590 Virginia State, Public School Authority, FLOATS, Ser. PT-431, Rev. FRDO, 3.47%, 3/6/2001 11,385 11,385 Virginia Transportation Board Transportation Contract Rev., Series1999 A6, Registered D Shares, 3.35%, 3/7/01 3,000 3,000 ------------------------------------------------------------------- Total Virginia 22,780 26,590 49,370 WASHINGTON 4.43% Eagle Tax Exempt Trust, Weekly Option Mode, Ser. A, FRDO, 3.57%, 3/1/2001 12,150 12,150 King County, Washington, FLOATS, Ser. PT-385, Rev., FRDO, 3.33%, 3/2/2001 15,830 15,830 -25- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- 950 950 King County, Washington, Housing Authority, Auburn Court Apartments Project, Rev., FRDO, 3.65%, 3/7/2001 2,290 King County, Washington, School District No. 414, 2,290 Lake Washington, GO, 5.00%, 12/1/2001 1,500 Lewis County Public Utility District No. 1, (Cowlitz 1,500 Falls HydroProject), 7.00%, 10/1/22 5,000 Port Anacortes, Washington, IR, Texaco Project, 5,000 Rev., FRDO, 3.40%, 3/1/2001 32,140 Port of Seattle Rev., Series 1999 A (Sub Lien), 32,140 VRDN, 3.20%, 3/7/01 (LOC: Commerzbank A.G.) 2,000 Port Townsend, Washington, Industrial Development, Port Townsend Paper Corp., Ser. A, Rev., FRDO, 2,000 3.65%, 3/5/2001 1,050 Redmond, Washington, Public Corp., Industrial Revenue, Integrated Circuits Project, Rev., FRDO, 1,050 3.50%, 3/1/2001 19,885 Seattle Drain & Wastewater Utility Rev., Series 2000 19,885 SG-135,VRDN, 3.54%, 3/1/01 (MBIA) 6,915 Seattle Municipality of Metropolitan Seattle, Series 6,915 2000 PA-731R,VRDN, 3.54%, 3/1/01 (AMBAC) 1,275 Seattle, Washington, Housing Authority, Low Income Housing Assistance, Bayview Manor Project, Ser. B, 1,275 Rev., FRDO, 3.50%, 3/7/2001 8,955 Seattle, Washington, Municipal Light & Power, Municipal Securities Trust Receipts, Ser. SGA-96, 8,955 Rev., FRDO, 3.20%, 3/1/2001 1,000 Seattle, Washington, Port Authority, Ser. B, Rev., 1,000 6.10%, 11/1/2001 9,900 Seattle Water System Rev., VRDN, 3.15%, 3/7/01 9,900 (LOC:Bayerische Landesbank) 8,200 Snohomish County, Washington, Public Utilities District No. 001, Municipal Securities Trust 8,200 Receipts, Ser. SGA-124, Rev., FRDO, 3.20%, 3/1/2001 14,500 14,500 Tacoma, Washington, Rev., 3.30%, 5/23/2001 5,000 Washington Public Power Supply System, Series 1991 5,000 A, 6.88%, 7/1/17 1,705 Washington State, Housing Finance Commission, Single 1,705 Family Program, Ser. 2-A-S, Rev., 4.40%, 4/1/2001 2,900 Washington State, Housing Finance Commission, Spokane Community College Foundation, Ser. A, Rev., 2,900 FRDO, 3.55%, 3/2/2001 4,000 Washington State, Public Power Supply System, Nuclear Project No. 1, Ser. A, Rev., ^, 6.88%, 4,000 7/1/2001 6,860 Washington State, Public Power Supply Systems, 6,860 Nuclear Project No. 1, Ser. C, Rev., 7.63%, 7/1/2001 17,235 Washington State Public Power Supply System Project No. 2 Electric Rev., Series 1998 2A-1, VRDN, 3.05%, 17,235 3/7/01 (MBIA) 4,090 Washington State Public Power Supply System Project No. 3 Nuclear Rev., Series 2000 PA-717, 3.54%, 4,090 3/1/01 7,000 7,000 Washington, Series 1995 SG-37, VRDN, 3.54%, 3/1/01 28,700 28,700 Washington, Series 1996 A-VR, VRDN, 3.05%, 3/7/01 1,200 1,200 Washington State, Ser. R-96-B, GO, 5.50%, 7/1/2001 MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - ------------------------------------------------------------------- King County, Washington, Housing Authority, Auburn 950 950 Court Apartments Project, Rev., FRDO, 3.65%, 3/7/2001 King County, Washington, School District No. 414, Lake Washington, GO, 5.00%, 12/1/2001 2,300 2,300 Lewis County Public Utility District No. 1, (Cowlitz Falls HydroProject), 7.00%, 10/1/22 1,552 1,552 Port Anacortes, Washington, IR, Texaco Project, Rev., FRDO, 3.40%, 3/1/2001 5,000 5,000 Port of Seattle Rev., Series 1999 A (Sub Lien), VRDN, 3.20%, 3/7/01 (LOC: Commerzbank A.G.) 32,140 32,140 Port Townsend, Washington, Industrial Development, Port Townsend Paper Corp., Ser. A, Rev., FRDO, 3.65%, 3/5/2001 2,000 2,000 Redmond, Washington, Public Corp., Industrial Revenue, Integrated Circuits Project, Rev., FRDO, 3.50%, 3/1/2001 1,050 1,050 Seattle Drain & Wastewater Utility Rev., Series 2000 SG-135,VRDN, 3.54%, 3/1/01 (MBIA) 19,885 19,885 Seattle Municipality of Metropolitan Seattle, Series 2000 PA-731R,VRDN, 3.54%, 3/1/01 (AMBAC) 6,915 6,915 Seattle, Washington, Housing Authority, Low Income Housing Assistance, Bayview Manor Project, Ser. B, Rev., FRDO, 3.50%, 3/7/2001 1,275 1,275 Seattle, Washington, Municipal Light & Power, Municipal Securities Trust Receipts, Ser. SGA-96, Rev., FRDO, 3.20%, 3/1/2001 8,956 8,956 Seattle, Washington, Port Authority, Ser. B, Rev., 6.10%, 11/1/2001 1,018 1,018 Seattle Water System Rev., VRDN, 3.15%, 3/7/01 (LOC:Bayerische Landesbank) 9,900 9,900 Snohomish County, Washington, Public Utilities District No. 001, Municipal Securities Trust Receipts, Ser. SGA-124, Rev., FRDO, 3.20%, 3/1/2001 8,200 8,200 Tacoma, Washington, Rev., 3.30%, 5/23/2001 14,500 14,500 Washington Public Power Supply System, Series 1991 A, 6.88%, 7/1/17 5,141 5,141 Washington State, Housing Finance Commission, Single Family Program, Ser. 2-A-S, Rev., 4.40%, 4/1/2001 1,705 1,705 Washington State, Housing Finance Commission, Spokane Community College Foundation, Ser. A, Rev., FRDO, 3.55%, 3/2/2001 2,900 2,900 Washington State, Public Power Supply System, Nuclear Project No. 1, Ser. A, Rev., ^, 6.88%, 7/1/2001 4,107 4,107 Washington State, Public Power Supply Systems, Nuclear Project No. 1, Ser. C, Rev., 7.63%, 7/1/2001 6,942 6,942 Washington State Public Power Supply System Project No. 2 Electric Rev., Series 1998 2A-1, VRDN, 3.05%, 3/7/01 (MBIA) 17,235 17,235 Washington State Public Power Supply System Project No. 3 Nuclear Rev., Series 2000 PA-717, 3.54%, 3/1/01 4,090 4,090 Washington, Series 1995 SG-37, VRDN, 3.54%, 3/1/01 7,000 7,000 Washington, Series 1996 A-VR, VRDN, 3.05%, 3/7/01 28,700 28,700 Washington State, Ser. R-96-B, GO, 5.50%, 7/1/2001 1,209 1,209 -26- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- 2,220 2,220 Washington State, Ser. R-98-B, GO, 4.00%, 7/1/2001 Total Washington WEST VIRGINIA 0.29% 6,700 Marshall County Rev., (Bayer Corp. Project), VRDN, 6,700 3.15%, 3/1/01 2,000 West Virginia School Building Authority, Capital 2,000 Improvement, Ser. A, Rev., ^, 6.75%, 7/1/2001 5,765 West Virginia State, Building Commission, FLOATS, 5,765 Ser. PA-520, Rev., FRDO, 3.62%, 3/1/2001 Total West Virginia WISCONSIN 1.17% 5,520 Eagle Tax Exempt Trust, Weekly Option Mode, Ser. 5,520 94-4904, FRDO, #, 3.59%, 3/5/2001 1,150 Milwaukee County, Wisconsin, Ser. A, GO, 4.50%, 1,150 10/1/2001 14,455 Municipal Securities Trust Certificates, Ser. 14,455 1999-70, Class A, Rev., FRDO, 3.24%, 3/6/2001 2,500 University of Wisconsin, Hospital & Clinics 2,500 Authority, Rev., FRDO, 3.20%, 3/1/2001 5,830 Wisconsin Clean Water Rev., Series 2000 PA-718, 5,830 VRDN, 3.54%, 3/1/01 7,020 7,020 Wisconsin CP, 4.35%, 3/6/01 3,250 Wisconsin Housing & Economic Development Authority, Home Ownership, Floating Rate Trust Receipts, Ser. 3,250 18, Rev., FRDO, 3.40%, 3/7/2001 7,220 Wisconsin Public Power Inc. System, Power Supply System, Municipal Securities Trust Receipts, Ser. 7,220 SGA-2, Rev., FRDO, 3.24%, 3/5/2001 5,000 Wisconsin State, Clean Water, Ser. 1, Rev., ^, 5,000 6.75%, 6/1/2001 7,200 Wisconsin State, Health & Education Facilities 7,200 Authority, Ser. 1998-A, Rev., 3.70%, 3/7/2001 Total Wisconsin WYOMING 1.27% 11,570 Gillette Pollution Control Rev., VRDN, 3.30%, 3/7/01 11,570 (LOC:Commerzbank A.G.) 2,000 Lincoln County, Wyoming, PCR, Exxon Project, Ser. B, 2,000 Rev., FRDO, 3.10%, 3/1/2001 32,000 Sweetwater County Pollution Control Rev., Series 1990 A,(Pacificorp), VRDN, 3.05%, 3/7/01 (LOC: 32,000 Commerzbank A.G.) 200 Uinta County, Wyoming, PCR, Chevron U.S.A. Inc. 200 Project, Rev., FRDO, 3.05%, 3/1/2001 200 Uinta County, Wyoming, PCR, Chevron U.S.A. Inc. 200 Project, Rev., FRDO, 3.05%, 3/1/2001 14,700 Wyoming Community Development Authority, Housing, 14,700 FLOATS, Ser. PT-195, Rev., FRDO, 4.45%, 3/5/2001 3,600 Wyoming Community Development Authority, Housing, 3,600 Ser. 2, Rev., 3.75%, 6/1/2001 Total Wyoming OTHER 3.64% 31,495 ABN Amro Munitops Certificate Trust, Series 1999-6, 31,495 VRDN, 3.26%, 3/7/01 (PSF) MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - --------------------------------------------------------------- Washington State, Ser. R-98-B, GO, 4.00%, 7/1/2001 2,225 2,225 ------------------------------------------------------------------- Total Washington 92,317 132,558 24,875 WEST VIRGINIA 0.29% Marshall County Rev., (Bayer Corp. Project), VRDN, 3.15%, 3/1/01 6,700 6,700 West Virginia School Building Authority, Capital Improvement, Ser. A, Rev., ^, 6.75%, 7/1/2001 2,061 2,061 West Virginia State, Building Commission, FLOATS, Ser. PA-520, Rev., FRDO, 3.62%, 3/1/2001 5,765 5,765 ------------------------------------------------------------------- Total West Virginia 7,826 6,700 14,526 WISCONSIN 1.17% Eagle Tax Exempt Trust, Weekly Option Mode, Ser. 94-4904, FRDO, #, 3.59%, 3/5/2001 5,520 5,520 Milwaukee County, Wisconsin, Ser. A, GO, 4.50%, 10/1/2001 1,151 1,151 Municipal Securities Trust Certificates, Ser. 1999-70, Class A, Rev., FRDO, 3.24%, 3/6/2001 14,455 14,455 University of Wisconsin, Hospital & Clinics Authority, Rev., FRDO, 3.20%, 3/1/2001 2,500 2,500 Wisconsin Clean Water Rev., Series 2000 PA-718, VRDN, 3.54%, 3/1/01 5,830 5,830 Wisconsin CP, 4.35%, 3/6/01 7,020 7,020 Wisconsin Housing & Economic Development Authority, Home Ownership, Floating Rate Trust Receipts, Ser. 18, Rev., FRDO, 3.40%, 3/7/2001 3,250 3,250 Wisconsin Public Power Inc. System, Power Supply System, Municipal Securities Trust Receipts, Ser. SGA-2, Rev., FRDO, 3.24%, 3/5/2001 7,250 7,250 Wisconsin State, Clean Water, Ser. 1, Rev., ^, 6.75%, 6/1/2001 5,124 5,124 Wisconsin State, Health & Education Facilities Authority, Ser. 1998-A, Rev., 3.70%, 3/7/2001 7,200 7,200 ------------------------------------------------------------------- Total Wisconsin 46,450 12,850 59,300 WYOMING 1.27% Gillette Pollution Control Rev., VRDN, 3.30%, 3/7/01 (LOC:Commerzbank A.G.) 11,570 11,570 Lincoln County, Wyoming, PCR, Exxon Project, Ser. B, Rev., FRDO, 3.10%, 3/1/2001 2,000 2,000 Sweetwater County Pollution Control Rev., Series 1990 A,(Pacificorp), VRDN, 3.05%, 3/7/01 (LOC: Commerzbank A.G.) 32,000 32,000 Uinta County, Wyoming, PCR, Chevron U.S.A. Inc. Project, Rev., FRDO, 3.05%, 3/1/2001 200 200 Uinta County, Wyoming, PCR, Chevron U.S.A. Inc. Project, Rev., FRDO, 3.05%, 3/1/2001 200 200 Wyoming Community Development Authority, Housing, FLOATS, Ser. PT-195, Rev., FRDO, 4.45%, 3/5/2001 14,700 14,700 Wyoming Community Development Authority, Housing, Ser. 2, Rev., 3.75%, 6/1/2001 3,600 3,600 ------------------------------------------------------------------- Total Wyoming 20,700 43,570 64,270 OTHER 3.64% ABN Amro Munitops Certificate Trust, Series 1999-6, VRDN, 3.26%, 3/7/01 (PSF) 31,495 31,495 -27- PRINCIPAL AMOUNT - ------------------------------------------------------------------ PRO FORMA COMBINED JPMORGAN TAX FREE THE TAX EXEMPT MONEY JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET MONEY MARKET FUND PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% ----------------------------------------------------------------- 10,000 10,000 ABN Amro Munitops Certificate Trust, Series 1999-9, VRDN, 3.26%, 3/7/01 (PSF) 6,650 ABN Amro Munitops Certificate Trust, Series 2000-10, 6,650 VRDN, 3.26%, 3/7/01 (MBIA) 14,990 ABN Amro Munitops Certificate Trust, Series 2000-11, 14,990 VRDN, 3.33%, 3/7/01 (PSF) 14,185 ABN Amro Munitops Certificate Trust, Series 2000-13, 14,185 VRDN, 4.35%, 5/1/01 (PSF) 30,795 ABN Amro Munitops Certificate Trust, Series 2000-16, VRDN, 4.38%, 3/4/01 (Financial Guaranty Insurance 30,795 Co.) 16,610 ABN Amro Munitops Certificate Trust, Series 2000-4, VRDN, 3.26%, 3/7/01 (Financial Guaranty Insurance 16,610 Co.) 5,000 ABN Amro Munitops Certificate Trust, Series 2001-1, 5,000 VRDN, 3.26%, 3/7/01 27,500 Charter Mac, Floating Rate Certificates, Ser. NAT-1, 27,500 FRDO, 3.72%, 3/6/2001 1,100 Federal Home Loan Mortgage Corp., Discount Notes, 1,100 5.23%, 3/1/2001 9,870 9,870 IBM Tax Exempt Grantor, 3.72%, 3/1/01 5,100 5,100 Intermountain Power Agency, 3.20%, 6/13/01 11,800 11,800 Intermountain Power Agency, 3.50%, 4/19/01 Total Other - -------------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS 99.90% - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- TOTAL COST - -------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------- TOTAL NET ASSETS - -------------------------------------------------------------------------------------------------------------------------------- MARKET VALUE ------------------------------------------------------------------- PRO FORMA COMBINED JPMORGAN TAX FREE JPMORGAN TAX THE TAX MONEY FREE MONEY MARKET EXEMPT MONEY PRO FORMA MARKET FUND MARKET PORTFOLIO ADJUSTMENTS FUND - ------------------------------------------------------------------------------------------------------------------------------------ MUNICIPALS 99.90% - ------------------------------------------------------------------- ABN Amro Munitops Certificate Trust, Series 1999-9, 10,000 10,000 VRDN, 3.26%, 3/7/01 (PSF) ABN Amro Munitops Certificate Trust, Series 2000-10, VRDN, 3.26%, 3/7/01 (MBIA) 6,650 6,650 ABN Amro Munitops Certificate Trust, Series 2000-11, VRDN, 3.33%, 3/7/01 (PSF) 14,990 14,990 ABN Amro Munitops Certificate Trust, Series 2000-13, VRDN, 4.35%, 5/1/01 (PSF) 14,185 14,185 ABN Amro Munitops Certificate Trust, Series 2000-16, VRDN, 4.38%, 3/4/01 (Financial Guaranty Insurance Co.) 30,795 30,795 ABN Amro Munitops Certificate Trust, Series 2000-4, VRDN, 3.26%, 3/7/01 (Financial Guaranty Insurance Co.) 16,610 16,610 ABN Amro Munitops Certificate Trust, Series 2001-1, VRDN, 3.26%, 3/7/01 5,000 5,000 Charter Mac, Floating Rate Certificates, Ser. NAT-1, FRDO, 3.72%, 3/6/2001 27,500 27,500 Federal Home Loan Mortgage Corp., Discount Notes, 5.23%, 3/1/2001 1,100 1,100 IBM Tax Exempt Grantor, 3.72%, 3/1/01 9,870 9,870 Intermountain Power Agency, 3.20%, 6/13/01 5,100 5,100 Intermountain Power Agency, 3.50%, 4/19/01 11,800 11,800 -------------------------------------------------------------------- Total Other 28,600 156,495 185,095 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL INVESTMENTS 99.90% $ 1,776,577 $ 3,298,271 $ 5,074,848 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL COST $ 1,776,577 $ 3,298,271 $ 5,074,848 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL NET ASSETS $ 1,775,853 $ 3,312,439 $ 5,079,850 - ------------------------------------------------------------------------------------------------------------------------------------ AMBAC - AMBAC Assurance Corporation BAN - Bond Anticipation Notes COP - Certificates of Participation CP - Commercial Paper FGIC - Financial Guarantee Insurance Co. FLOATS - Floating Auction Tax Exempts FRDO - Floating Rate Demand Obligation. The maturity date shown Is the next interest reset date. The interest rate shown is the rate in effect at February 28, 20001 FSA - Financial Securities Assurance GO - General Obligation IDA - Industrial Development Authority IDBR - Industrial Development Board IDR - Industrial Development Revenue LOC - Letter of Credit MBIA - MBIA Insurance Corp. PCR - Pollution Control Revenue PSF - Permanent School Fund RAN - Revenue Anticipation Notes Rev - Revenue Bond Ser - Series TAN - Tax Anticipation Note TRAN - Tax & Revenue Anticipation Notes VRDN - Variable Rate Demand Note. Interest resed date is indicated and used in (S) calculating the weighted average portfolio maturity. Rate shown is effective November 30, 2000. VRN - Variable Rate Note 144A - Securities Restricted for resale to Qualified Institutional Buyers. ^ - Security is prerefunded or escrowed to maturity. The maturity date shown is the date of the prerefunded call # - Security may only be sold to qualified institutional buyers. -28- J.P. MORGAN TAX EXEMPT MONEY MARKET FUND / J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND / J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND / THE TAX EXEMPT MONEY MARKET PORTFOLIO / JPMORGAN TAX FREE MONEY MARKET FUND PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES AS OF FEBRUARY 28, 2001 (UNAUDITED) (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) J.P. MORGAN J.P. MORGAN INSTITUTIONAL J.P. MORGAN TAX INSTITUTIONAL TAX SERVICE TAX THE TAX EXEMPT EXEMPT MONEY EXEMPT MONEY EXEMPT MONEY MONEY MARKET MARKET FUND MARKET FUND MARKET FUND PORTFOLIO ASSETS: Investment in The J.P. Morgan Tax Exempt Money Market Portfolio at Value $ 2,047,957 $ 1,214,805 $ 49,677 $ - Investment securities at Value - - - 3,298,271 Cash - - - - Deferred Organization Expenses - - 5 - Other Assets 31 37 3 7 Receivables: Income - - - 22,229 Investment Securities Sold - - - 12,000 Interest - - - 168 Expense Reimbursement - 192 18 - ---------------------------------------------------------------------------------------- Total Assets 2,047,988 1,215,034 49,703 3,332,675 ---------------------------------------------------------------------------------------- LIABILITIES: Payables: Due to Custodian - - - 19,822 Dividends 5,055 2,877 119 - Investment Securities Purchased Accrued Liabilities: Shareholder Servicing Fees 396 84 2 - Investment Advisory Fees - - - 324 Administration Fees 2 1 - 2 Administrative Services Fees 37 19 1 56 Distribution Fees - - - - Custody Fees - - - 10 Service Organization Fees - - 9 - Fund Services Fees 1 - - 1 Other 51 33 36 21 ---------------------------------------------------------------------------------------- Total Liabilities 5,542 3,014 167 20,236 ---------------------------------------------------------------------------------------- NET ASSETS: Paid-in Capital 2,042,958 1,212,073 49,536 Accumulated Undistributed (Distributions in Excess of) Net Investment Income 16 10 1 Accumulated Undistributed Net Realized Loss on Investments (528) (63) (1) ---------------------------------------------------------------------------------------- Net Assets $ 2,042,446 $ 1,212,020 $ 49,536 $3,312,439 ---------------------------------------------------------------------------------------- Shares of Beneficial Interest Outstanding 2,042,586 1,212,073 49,536 Shares Outstanding Institutional Shares (renamed Agency) Premier Shares Vista Shares (renamed Morgan) Reserves Shares Net Asset Value Per Share $ 1.00 $ 1.00 $ 1.00 PRO FORMA WITH CONCURRENT REORGANIZATION JPMORGAN TAX FREE MONEY MARKET FUND Shares Outstanding Morgan Shares Premier Shares Institutional Shares Agency Shares NET ASSET VALUE Investor Shares Premier Shares Institutional Shares Agency Shares ---------------------------------------------------------------------------------------- Cost of Investments $ - $ - $ - $3,298,271 ======================================================================================== PRO FORMA COMBINED JPMORGAN TAX FREE PRO FORMA JPMORGAN TAX FREE MONEY MARKET FUND ADJUSTMENTS MONEY MARKET FUND ASSETS: Investment in The J.P. Morgan Tax Exempt Money Market Portfolio at Value $ - $(3,312,439) (a) $ - Investment securities at Value 1,776,577 - 5,074,848 Cash 71 - 71 Deferred Organization Expenses - (5) (b) - Other Assets 12 - 90 Receivables: Income - - 22,229 Investment Securities Sold - - 12,000 Interest 14,566 - 14,734 Expense Reimbursement 6 5 (b) 221 ----------------------------------------------------------------------- Total Assets 1,791,232 (3,312,439) 5,124,193 ----------------------------------------------------------------------- LIABILITIES: Payables: Due to Custodian - - 19,822 Dividends 4,424 - 12,475 Investment Securities Purchased 10,000 - 10,000 Accrued Liabilities: Shareholder Servicing Fees 199 - 681 Investment Advisory Fees 133 - 457 Administration Fees 133 - 138 Administrative Services Fees - - 113 Distribution Fees 72 - 72 Custody Fees 31 - 41 Service Organization Fees - - 9 Fund Services Fees - - 2 Other 387 - 528 ----------------------------------------------------------------------- Total Liabilities 15,379 - 44,338 ----------------------------------------------------------------------- NET ASSETS: Paid-in Capital 1,776,363 5,080,930 Accumulated Undistributed (Distributions in Excess of) Net Investment Income (33) (6) Accumulated Undistributed Net Realized Loss on Investments (477) (1,069) ----------------------------------------------------------------------- Net Assets $1,775,853 $(3,312,439) $5,079,855 ----------------------------------------------------------------------- Shares of Beneficial Interest Outstanding (3,304,195) (c) - Shares Outstanding Institutional Shares (renamed Agency) 704,931 (704,931) (d) - Premier Shares 99,025 (99,025) (d) - Vista Shares (renamed Morgan) 972,428 (972,428) (d) - Reserves Shares 1 (1) (d) - Net Asset Value Per Share $1.00* PRO FORMA WITH CONCURRENT REORGANIZATION JPMORGAN TAX FREE MONEY MARKET FUND Shares Outstanding Morgan Shares 972,429 (e) 972,429 Premier Shares 2,191,147 (e) 2,191,147 Institutional Shares 1,212,073 (e) 1,212,073 Agency Shares 704,931 (e) 704,931 NET ASSET VALUE Morgan Shares $ 1.00 $ 1.00 Premier Shares $ 1.00 $ 1.00 Institutional Shares $ 1.00 $ 1.00 Agency Shares $ 1.00 $ 1.00 ----------------------------------------------------------------------- Cost of Investments $1,776,577 $ - $5,074,848 ======================================================================= (a) Reallocation of investment from the feeder funds to master portfolio. (b) Reflects write-off of deferred organization expense. (c) Reallocation of feeder funds' beneficial interest to Premier and Institutional shares outstanding due to the Concurrent Reorganization. (d) Reallocation of funds' shares outstanding to Morgan, Premier and Agency shares outstanding due to the Concurrent Reorganization. (e) Reflects the additional number of shares outstanding due to the Concurrent Reorganization. * All classes See Notes to Pro Forma Financial Statements. -29- J.P. MORGAN TAX EXEMPT MONEY MARKET FUND / J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND / J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND / THE TAX EXEMPT MONEY MARKET PORTFOLIO / JPMORGAN TAX FREE MONEY MARKET FUND PRO FORMA COMBINING STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 2001 (UNAUDITED) (AMOUNTS IN THOUSANDS) J.P. MORGAN J.P. MORGAN J.P. MORGAN INSTITUTIONAL TAX INSTITUTIONAL THE TAX TAX EXEMPT MONEY EXEMPT MONEY SERVICE TAX EXEMPT EXEMPT MONEY MARKET FUND MARKET FUND MONEY MARKET FUND MARKET PORTFOLIO INCOME: Allocated Investment Income from Portfolio $ 77,657 $ 33,356 $ 1,868 $ 112,881 Allocated Portfolio Expenses (3,340) (1,421) (80) - ---------------------------------------------------------------------------------------- Investment Income 74,317 31,935 1,788 112,881 ---------------------------------------------------------------------------------------- EXPENSES: Shareholder Servicing Fees 4,759 818 23 - Investment Advisory Fees - - - 3,771 Administrative Services Fees 457 187 11 655 Distribution/Service Organization Fees - - 115 - Custodian Fees - - - 257 Registration Expenses 10 105 5 - Transfer Agent Fees 61 27 17 - Trustees' Fees 24 7 - 31 Professional Fees 25 18 14 54 Printing and Postage 18 11 5 12 Fund Services Fee 28 11 1 39 Administration Fees 20 8 - 16 Insurance Expense 1 - - 6 Amortization of Organizational Expenses - - 3 - Financial and Fund Accounting Services Fees 19 20 19 - Other 19 20 18 - ---------------------------------------------------------------------------------------- Total Expenses 5,441 1,232 231 4,841 ---------------------------------------------------------------------------------------- Less Amounts Waived - - - - Less Earnings Credits - - - - Less Reimbursement of Expenses - 1,014 106 - ---------------------------------------------------------------------------------------- Net Expenses 5,441 218 125 4,841 ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- Net Investment Income 68,876 31,717 1,663 108,040 ---------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net Realized Loss on Investment Transactions (15) - - (15) - - - - Change in Net Unrealized Appreciation (Depreciation) on Investments - - - - ---------------------------------------------------------------------------------------- Net Increase in Net Assets from Operations $ 68,861 $ 31,717 $ 1,663 $ 108,025 ======================================================================================== PRO FORMA COMBINED JPMORGAN TAX FREE PRO FORMA ADJUSTMENTS JPMORGAN TAX FREE MONEY MARKET FUND MONEY MARKET FUND INCOME: Allocated Investment Income from Portfolio $ 71,004 (112,881) (c) 183,885 Allocated Portfolio Expenses - 4,841 (b) - Investment Income 71,004 (108,040) 183,885 EXPENSES: Shareholder Servicing Fees 4,113 111 (a) 9,824 Investment Advisory Fees 1,695 (994) (a) 4,472 Administrative Services Fees 1,695 1,467 (a) 4,472 Distribution/Service Organization Fees 896 (113) (a) 898 Custodian Fees 239 215 (f) 711 Registration Expenses 423 - 543 Transfer Agent Fees 188 - 293 Trustees' Fees 83 - 145 Professional Fees 59 (34) (g) 136 Printing and Postage 64 (10) (g) 100 Fund Services Fee - - 79 Administration Fees - (2) (a) 42 Insurance Expense - - 7 Amortization of Organizational Expenses - (3) (e) - Financial and Fund Accounting Services Fees - (58) (f) - Other 231 - 288 ---------------------------------------------------------------------------------------- Total Expenses 9,686 579 22,010 ---------------------------------------------------------------------------------------- Less Amounts Waived 1,837 579 (a) 2,416 Less Earnings Credits 158 - 158 Less Reimbursement of Expenses 11 223 (a) 1,354 ---------------------------------------------------------------------------------------- Net Expenses 7,680 (223) 18,082 ---------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- Net Investment Income 63,324 (107,817) 165,803 ---------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net Realized Loss on Investment Transactions (79) 15 (d) (94) Change in Net Unrealized Appreciation (Depreciation) on Investments - - - ---------------------------------------------------------------------------------------- Net Increase in Net Assets from Operations $63,245 $(107,802) $165,709 ======================================================================================== (a) Reflects adjustments to investment advisory fee, administrative fees and shareholder servicing fees and/or related waivers based on the surviving Fund's revised fee schedule. (b) Reflects the elimination of master portfolio expenses which have been disclosed under feeder expenses. (c) Reallocation of investments income to feeder funds (d) Reallocation of realized and unrealized loss to feeder funds. (e) Reflects write off of deferred organization expense. (f) Reclassification of fund accounting expenses into new combined custody fees. (g) Reduction reflects extimated benefits of combining operations. SEE NOTES TO PRO FORMA FINANCIAL STATEMENTS. -30- PRO FORMA FINANCIAL STATEMENTS J.P. MORGAN TAX EXEMPT MONEY MARKET FUND/J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND/ J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND/THE TAX EXEMPT MONEY MARKET PORTFOLIO/ JPMORGAN TAX FREE MONEY MARKET FUND NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF COMBINATION: The Pro Forma Combining Statement of Assets and Liabilities, Statement of Operations and Schedule of Investments ("Pro Forma Statements") reflect the accounts of The Tax Exempt Money Market Portfolio ("Master Portfolio"), J.P. Morgan Institutional Tax Exempt Money Market Fund ("Institutional Fund"), J.P. Morgan Tax Exempt Money Market Fund ("Tax Exempt Money Market Fund"), and J.P. Morgan Institutional Service Tax Exempt Money Market Fund, ("Institutional Service Fund"), (collectively the "feeder funds" of the Master Portfolio) and JPMorgan Tax Free Money Market Fund (formerly Chase Vista Tax Free Money Market Fund) ("JPMTFMMF") as if the proposed Concurrent Reorganization occurred as of and for the twelve months ended February 28, 2001. Under the Concurrent Reorganization, the Pro Forma Statements give effect to the proposed transfer of all assets and liabilities of Master Portfolio, Tax Exempt Money Market Fund, Institutional Fund, Institutional Service Fund and JPMTFMMF in exchange for shares in JPMorgan Tax Free Money Market Fund. The Pro Forma Statements should be read in conjunction with the historical financial statements of each Fund, which have been incorporated by reference in their respective Statements of Additional Information. 2. SHARES OF BENEFICIAL INTEREST: Immediately prior to the Concurrent Reorganization, JPMTFMMF would commence offering Investor and Agency Shares. The net asset value per share for the Investor and Agency at the commencement of offering would be identical to the closing net asset value per share for the Premier Class prior to Concurrent Reorganization. Under the Concurrent Reorganization, the existing shares of Tax Exempt Money Market Fund and Institutional Service Fund would be renamed Premier Shares, the existing shares of Institutional Fund would be renamed Institutional Shares, the existing shares of JPMTFMMF Reserve Class and JPMTFMMF Vista Class would be renamed as Morgan Class, the existing shares of JPMTFMMF Institutional Class would be renamed Agency Class, and the existing shares of JPMTFMMF Premier Class would remain. The net asset values per share for Morgan Class, Institutional Class and Agency Class at the commencement of offering would be identical to the closing net asset value per share for the Premier Shares immediately prior to the Concurrent Reorganization. Under the proposed Concurrent Reorganization, each shareholder of Tax Exempt Money Market Fund, Institutional Service Fund, and Institutional Fund would receive shares of JPMTFMMF with a value equal to their holding in their respective funds. Holders of the Tax Exempt Money Market Fund and Institutional Service Fund will receive Premier Shares, and Institutional Fund will receive Institutional shares respectively. Holders of Institutional Class in JPMTFMMF will receive Agency shares, holders of Reserves Class in JPMTFMMF will receive Morgan shares, and holders of Vista Class in JPMTFMMF will receive Morgan shares. Therefore, as a result of the proposed Concurrent Reorganization, current shareholders Tax Exempt Money Market Fund, Institutional Fund, and Institutional Service Fund will become shareholders of JPMTFMMF. The Pro Forma net asset value per share assumes the issuance of additional shares of JPMTFMMF which would have been issued on February 28, 2001 in connection with the proposed Concurrent Reorganization. The amount of additional shares assumed to be issued under the Concurrent Reorganization was calculated based on February 28, 2001 net assets of Tax Exempt Money Market Fund, Institutional Fund, and Institutional Service Fund and net asset value per share of JPMTFMMF - Premier Class. -31- JPMORGAN TAX FREE MONEY MARKET WITH CONCURRENT REORGANIZATION (AMOUNTS IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS) PREMIER CLASS SHARES Increase in Shares Issued 2,092,122 Net Assets 2/28/01 $49,536 Pro Forma Net Asset Value 2/28/01 $1.00 3. PRO FORMA OPERATIONS: The Pro Forma Statement of Operations assumes similar rates of gross investment income for the investments of each Fund. Accordingly, the combined gross investment income is equal to the sum of each Fund's gross investment income. Certain expenses have been adjusted to reflect the expected expenses of the combined entity. The pro forma investment advisory, administration, shareholder servicing and distribution fees of the combined fund and/or related waivers are based on the fee schedule in effect for the Surviving Fund at the combined level of average net assets for the twelve months ended February 28, 2001. -32- FORM N-14 --------- PART C - OTHER INFORMATION Item 15. Indemnification. --------------- Reference is hereby made to Article V of the Registrant's Declaration of Trust. The Trustees and officers of the Registrant and the personnel of the Registrant's investment adviser, administrator and distributor are insured under an errors and omissions liability insurance policy. The Registrant and its officers are also insured under the fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940. Under the terms of the Registrant's Declaration of Trust, the Registrant may indemnify any person who was or is a Trustee, officer or employee of the Registrant to the maximum extent permitted by law; provided, however, that any such indemnification (unless ordered by a court) shall be made by the Registrant only as authorized in the specific case upon a determination that indemnification of such persons is proper in the circumstances. Such determination shall be made (i) by the Trustees, by a majority vote of a quorum which consists of Trustees who are neither described in Section 2(a)(19) of the Investment Company Act of 1940 nor parties to the proceeding, or (ii) if the required quorum is not obtainable or, if a quorum of such Trustees so directs, by independent legal counsel in a written opinion. No indemnification will be provided by the Registrant to any Trustee or officer of the Registrant for any liability to the Registrant or shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duty. Insofar as the conditional advancing of indemnification monies for actions based upon the Investment Company Act of 1940 may be concerned, such payments will be made only on the following conditions: (i) the advances must be limited to amounts used, or to be used, for the preparation or presentation of a defense to the action, including costs connected with the preparation of a settlement; (ii) advances may be made only upon receipt of a written promise by, or on behalf of, the recipient to repay that amount of the advance which exceeds that amount to which it is ultimately determined that he is entitled to receive from the Registrant by reason of indemnification; and (iii) (a) such promise must be secured by a surety bond, other suitable insurance or an equivalent form of security which assures that any repayments may be obtained by the Registrant without delay or litigation, which bond, insurance or other form of security must be provided by the recipient of the advance, or (b) a majority of a quorum of the Registrant's disinterested, non-party Trustees, or an independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts, that the recipient of the advance ultimately will be found entitled to indemnification. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Part C-1 Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 16. Exhibits. --------------- Declaration of Trust. 1 Declaration of Trust, as amended. (1) 2 By-laws. (1) 3 None. 4 Agreement and Plan of Reorganization filed herewith as Appendix A to the Combined Prospectus/Proxy Statement. 5 None. 6 Form of Investment Advisory Agreement.(5) 7 Distribution and Sub-Administration Agreement dated August 21, 1995.(5) 8(a) Retirement Plan for Eligible Trustees.(5) 8(b) Deferred Compensation Plan for Eligible Trustees.(5) 9 Custodian Agreement. (1) 10(a) Rule 12b-1 Distribution Plan of Mutual Funds including Selected Dealer Agreement and Shareholder Service Agreement. (1) and (2) 10(b) Rule 12b-1 Distribution Plan - Class B Shares (including forms of Selected Dealer Agreement and Shareholder Servicing Agreement).(5) 10(c) Form of Rule 12b-1 Distribution Plan - Class C Shares (including forms of Shareholder Servicing Agreements).(11) 10(d) Form of Rule 18f-3 Multi-Class Plan.(11) Part C-2 11 None. 12 Opinion and Consent of Simpson Thacher & Bartlett as to Tax Consequences to be filed by Amendment. 13(a) Transfer Agency Agreement. (1) 13(b) Form of Shareholder Servicing Agreement. (5) 13(c) Form of Administration Agreement.(5) 14 None. 15 None. 16 Powers of Attorney for: Fergus Reid, III, H. Richard Vartabedian, William J. Armstrong, John R.H. Blum, Stuart W. Cragin, Jr., Roland R. Eppley, Jr., Joseph J. Harkins, W.D. MacCallan, W. Perry Neff, Richard E. Ten Haken, Irving L. Thode, George E. McDavid.(12) 16(b) Powers of Attorney for: Sarah E. Jones and Leonard M. Spalding, Jr.(12) 17(a) Form of Proxy Card. 17(b) Preliminary Prospectus for the Surviving Fund filed herewith. 17(c) Prospectus for the Merging Fund.(12) 17(d) Preliminary Statement of Additional Information for the Surviving Fund filed herewith. 17(e) Statement of Additional Information for the Merging Fund.(12) 17(f) Annual Report of the Surviving Fund dated August 31, 2000.(12) 17(g) Semi-Annual Report of the Surviving Fund dated February 28, 2001 filed herewith. 17(h) Annual Report of the Merging Fund (including the Annual Report of the Master Portfolio) dated November 30, 2000.(12) - ---------- (1) Filed as an Exhibit to the Registration Statement on Form N-1A of the Registrant (File No. 33-75250) as filed with the Securities and Exchange Commission on February 14, 1994. (2) Filed as an Exhibit to Post-Effective Amendment No. 1 to the Registration Statement on Part C-3 Form N-1A of the Registrant (File No. 33-75250) as filed with the Securities and Exchange Commission on August 29, 1994. (3) Filed as an Exhibit to Post-Effective Amendment No. 2 to the Registration Statement on Form N-1A of the Registrant (File No. 33-75250) as filed with the Securities and Exchange Commission on October 28, 1994. (4) Filed as an Exhibit to Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A of the Registrant (File No. 33- 75250) as filed with the Securities and Exchange Commission on November 30, 1995. (5) Filed as an Exhibit to Post-Effective Amendment No. 4 to the Registration Statement on Form N-1A of the Registrant as filed with the Securities and Exchange Commission on December 28, 1995. (6) Filed as an Exhibit to Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A of the Registrant as filed with the Securities and Exchange Commission on March 7, 1996. (7) Filed as an Exhibit to Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A of the Registrant as filed with the Securities and Exchange Commission on April 22, 1996. (8) Filed as an exhibit to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A of the Registrant as filed with the Securities and Exchange Commission on September 6, 1996. (9) Filed as an exhibit to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A of the Registrant as filed with the Securities and Exchange Commission on December 27, 1996. (10) Filed herewith. (11) Filed as an exhibit to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A of the Registrant as filed with the Securities and Exchange Commission on October 27, 1997. (12) Filed as an Exhibit to the Registration Statement of the Registrant on Form N-14 (File No. 333-59006) as filed with the Securities and Exchange Commission on April 16, 2001. Item 17. Undertakings. --------------- (1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the "1933 Act"), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. Part C-4 (2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. Part C-5 SIGNATURES As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of New York and the State of New York, on the 15th day of May, 2001. MUTUAL FUND TRUST Registrant By: /s/ Fergus Reid, III ----------------------------------------- Fergus Reid, III Chairman Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on May 15, 2001. * Chairman and Trustee - ------------------------------------ Fergus Reid, III * President - ------------------------------------ and Trustee H. Richard Vartabedian * Trustee - ------------------------------------ William J. Armstrong * Trustee - ------------------------------------ John R.H. Blum * Trustee - ------------------------------------ Stuart W. Cragin, Jr. * Trustee - ------------------------------------ Roland R. Eppley, Jr. * Trustee - ------------------------------------ Joseph J. Harkins * Trustee - ------------------------------------ Sarah E. Jones * Trustee - ------------------------------------ W.D. MacCallan * Trustee - ------------------------------------ W. Perry Neff * Trustee - ------------------------------------ Leonard M. Spalding, Jr. * Trustee - ------------------------------------ Irv Thode * Trustee - ------------------------------------ Richard E. Ten Haken * Trustee - ------------------------------------ George E. McDavid /s/ Martin R. Dean Treasurer and - ------------------------------------ Principal Financial Martin R. Dean Officer /s/ Peter B. Eldridge Attorney in Fact - ------------------------------------ Peter B. Eldridge EXHIBITS ITEM DESCRIPTION - ---- ----------- (17) (a) Form of Proxy Card. (b) Preliminary Prospectus for the Surviving Fund. (d) Preliminary Statement of Additional Information for the Surviving Fund. (g) Semi-Annual Report of the Surviving Fund dated February 28, 2001.