As filed with the Securities and Exchange Commission on May 15, 2001
Registration No. 333-59002/811-8358
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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:
1-800-348-4782
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.
PETER B. ELDRIDGE, ESQ. Simpson Thacher & Bartlett BAUMGARDNER, 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
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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 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 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 its of 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) total
expense ratios are expected to be higher for your shares in the Surviving Fund
than they are for your shares in the Merging Fund. However, the 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.
This is because 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 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 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 between JPMIF, on
behalf of the Merging Fund, and 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 Institutional 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 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 INSTITUTIONAL 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 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 Institutional 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: 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", will rename 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") between 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 of the Merging Fund
(including the Annual Report of The Tax Exempt Money Market Portfolio) and the
preliminary
Prospectus and Statement of Additional Information and current Annual Report and
Semi-Annual Report of the Surviving Fund are incorporated herein by reference,
and the preliminary Prospectus, current Annual Report and Semi-Annual Report of
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 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
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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.............. 14
DISTRIBUTIONS AND TAXES........................... 16
COMPARISON OF THE MERGING FUND'S AND THE SURVIVING
FUND'S ORGANIZATION STRUCTURE.................... 17
INFORMATION RELATING TO THE ADVISORY CONTRACTS AND
OTHER SERVICES................................... 18
PROPOSAL 2: ELECTION OF TRUSTEES.................. 20
INFORMATION RELATING TO VOTING MATTERS............ 25
ADDITIONAL INFORMATION ABOUT MFT.................. 27
ADDITIONAL INFORMATION ABOUT JPMF................. 27
FINANCIAL STATEMENTS AND EXPERTS.................. 28
OTHER BUSINESS.................................... 28
LITIGATION........................................ 28
SHAREHOLDER INQUIRIES............................. 28
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 shares voting of the Merging Fund are present or represented by
proxy and (ii) more than 50% of all outstanding shares voting 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 the 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 Institutional 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.
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
1
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 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
J.P. Morgan Investment Management Inc. ("JPMIM"). J.P. Morgan Institutional
Service 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 substantially similar agreements and plans 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. The holding period and tax basis of Surviving
Fund Shares received by a shareholder of the Merger 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 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
2
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. THE MERGING
FUND IS DIVERSIFIED UNDER THE 1940 ACT. 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. 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 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 Institutional 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 are 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", will rename 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 while the contractual (pre-waiver) total expense
ratio for current shareholders of the Merging Fund will be higher following the
Reorganization, the actual (post-waiver) total expense ratios for current
shareholders of the Merging Fund is anticipated to be less or stay the same for
at least three years following the Reorganization. This is because 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 0.19%
-----
Total Annual Fund Operating Expenses 0.33%
-----
Fee Waiver and Expense Reimbursement(1) 0.13%
-----
Net Expenses 0.20%
=====
- ---------------------
(1) Reflects an agreement dated 3/1/01 by Morgan, an affiliate of JPMC, to
waive and/or reimburse the Merging Fund through 3/28/02 to the extent
operating expenses (except for those allocated to the fund by the master
portfolio, and exclude interest, taxes and extraordinary expenses) exceed
0.20% of average daily net assets with respect to the Merging Fund.
4
THE SURVIVING FUND
-------------------------
PRO FORMA WITH CONCURRENT
REORGANIZATION
-------------------------
INSTITUTIONAL
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 0.24%
-----
Total Annual Fund Operating Expenses 0.34%
=====
Fee Waivers and Expense Reimbursements 0.14%
-----
Net Expenses 0.20%
=====
- ---------------------
(1) Reflects an agreement by Chase, an affiliate of JPMC, to reimburse the
Surviving Fund to the extent operating expenses (which exclude interest,
taxes, extraordinary expenses and expenses related to the deferred
compensation plan) exceed 0.20% of average daily net assets with respect to
Institutional Class Shares 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 $ 20 $ 93 $172 $ 405
PRO FORMA THE SURVIVING FUND
WITH CONCURRENT
REORGANIZATION
Institutional Shares $ 20 $ 64 $146 $ 387
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 THESE SECURITIES.
Although the Surviving Fund is not a diversified fund under the 1940 Act it
conducts its operation 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 Institutional 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 gains 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 Institutional 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
simultaneous 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 which such 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.
8
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 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 and Concurrent
Reorganization, the Surviving Fund will rename the Vista Class "Morgan Class",
will rename the Institutional Class "Agency Class" will rename the Premier Class
"Premier/Select 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 1,212,073 -- 1,212,020 1.00
Market (Merging Fund)
Tax Exempt Institutional
Service 49,536 -- 49,536 1.00
Money Market
THE SURVIVING FUND
Institutional Shares
(renamed Agency) -- 704,931 703,855 1.00
Premier Shares (renamed
Premier/Select) -- 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
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.
9
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 IT'S 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.
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 The Merging Fund may not make any investment
diversified under the 1940 Act, it conducts inconsistent with its classification as a
its operations as though it was a diversified diversified investment company under the 1940
fund and is subject to a similar Act.
non-fundamental restriction.
10
SURVIVING FUND MERGING FUND
- --------------------------------------------- ---------------------------------------------
The Surviving Fund may not purchase the The Merging Fund may not purchase any
securities of any issuer (other than security that would cause it to concentrate
securities issued or guaranteed by the U.S. its investments in the securities of issuers
government or any of its agencies or primarily engaged in any particular industry
instrumentalities, or repurchase agreements except as permitted by the Commission.
secured thereby) if, as a result, more 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.
The Surviving Fund may not borrow money, The Merging Fund may not borrow money, except
except for temporary or emergency purposes, to the extent permitted by applicable law.
or by 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 commodities or commodity contracts unless
result of ownership of securities or other acquired as a result of ownership of
instruments but this shall not prevent the securities or other instruments issued by
Fund from (i) purchasing or selling options persons that purchase or sell commodities or
and futures contracts or from investing in commodities contracts; but this shall not
securities or other instruments backed by prevent the Merging Fund from purchasing,
physical commodities or (ii) engaging in selling and entering into financial futures
forward purchases or sales of foreign 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.
11
SURVIVING FUND MERGING FUND
- --------------------------------------------- ---------------------------------------------
The Surviving Fund may not make loans, except The Merging Fund may make loans to other
that the Surviving Fund may: (i) purchase and persons, in accordance with the Fund's
hold debt instruments (including without investment objective and policies and to the
limitation, bonds, notes, debentures or other extent permitted by applicable law.
obligations and 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
currently invests all of its investable assets in 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 The Merging Fund may not acquire any illiquid
10% of its net assets in illiquid securities. securities, such as repurchase agreements
For purposes of this non-fundamental with more than seven days to maturity or
restriction, "illiquid securities" include fixed time deposits with a duration of over
securities restricted as to resale unless seven calendar days, if as a result thereof,
they are determined to be readily marketable more than 10% of the market value of the
in accordance with the procedures established Merging Fund's total assets would be in
by the Board of Trustees. investments which are illiquid.
12
SURVIVING FUND MERGING FUND
- --------------------------------------------- ---------------------------------------------
The Surviving Fund may not make short sales The Merging Fund may not purchase securities
of securities, other than short sales on margin, make short sales of securities, or
"against the box," or purchase securities on maintain a short position, provided that this
margin except for short-term credits restriction shall not be deemed to be
necessary for clearance of portfolio applicable to the purchase or sale of
transactions, provided that this restriction when-issued or delayed delivery securities.
will not be applied to limit the use 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 The Merging Fund is not subject to a similar
50% of its assets, hold more than 10% of the non- fundamental restriction.
outstanding voting securities of any issuer.
The Surviving Fund may invest up to 5% of its The Merging Fund may not acquire securities
total assets in the securities of any one of other investment companies, except as
investment company, but may not own more than permitted by the 1940 Act or any order
3% of the securities of any one investment pursuant thereto.
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
interests in oil, gas or mineral leases. non- fundamental restriction.
The Surviving Fund may not write, purchase or The Merging Fund is not subject to a similar
sell any put or call option or any non- fundamental restriction.
combination thereof, 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 The Merging Fund is not subject to a similar
25% of its total assets in obligations issued non- fundamental restriction.
by foreign banks (other than foreign branches
of U.S. banks) or obligations secured by
letters of credit or guarantees from such
banks.
13
SURVIVING FUND MERGING FUND
- --------------------------------------------- ---------------------------------------------
The Surviving Fund is not subject to a The Merging Fund may not borrow money, except
similar non-fundamental restriction, although from banks for temporary, extraordinary or
it is subject to the fundamental restriction emergency purposes and then only in amounts
regarding borrowing described above. up to 10% of the 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 The Merging Fund may not purchase industrial
similar 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
Institutional 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 INSTITUTIONAL 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.
14
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.
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
Institutional 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 Fund's NAV
is calculated. If you buy through an agent, the agent could set earlier cut-off
times. The 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 Institutional Class Shares is $10,000,000.
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. (Noon), Eastern
time, on the day the shareholder buys.
Shareholders seeking to buy Institutional Class Shares through an investment
representative should instruct their representative to contact the Surviving
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 INSTITUTIONAL 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 Surviving 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 1-800-766-7722 or contact your financial intermediary.
EXCHANGING SURVIVING FUND SHARES
THE FOLLOWING DISCUSSION APPLIES TO EXCHANGES OF INSTITUTIONAL CLASS SHARES
THAT YOU MIGHT MAKE AFTER THE REORGANIZATION.
Institutional Class Shares of the Surviving Fund may be exchanged for
Institutional Class 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.
15
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 Institutional 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 0.10% of the average daily net assets of the
Institutional 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 Fund shares may
receive a different amount for each class.
JPMFAM and its affiliates and the Funds and their affiliates, agents and
subagents may share information about shareholders and their accounts with each
other and with others unless this sharing is prohibited by contract. This
information can be used for a variety of purposes, including offering investment
and insurance products to shareholders.
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.
16
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.
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 Funds 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.
17
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 the 1940 Act. In addition,
Trustees may be removed from office by a vote of two-thirds of the outstanding
shares (in the case of MFT), or voting shares (in the case of JPMIF) 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, a registered investment adviser, 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
18
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.
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.
19
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 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 the Merging Fund and 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
20
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 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.
21
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 JPMF 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
22
Committee is to nominate trustees for the Board to consider. The Nominating
Committee met one time during the 2000 calendar year.
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 JPMF:
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
23
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. 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: $13,444. For the
three months ended November 30, 1999 and for the fiscal year ended November 30,
2000: $1,757 and $9,700, 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 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 Financial
Treasurer Intermediaries Business. Since joining J.P. Morgan in 1996, he has
(April held numerous financial and operations related positions supporting
2001-present) the J.P. Morgan pooled funds business.
Sharon Weinberg, 41 Vice President, J.P. Morgan Investment Management Inc. Ms. Weinberg is
Vice-President head of Business and Product Strategy for the U.S. Mutual Funds and
and Secretary Financial Intermediaries business. Since joining J.P. Morgan in 1996
(April in New York, she has held numerous positions throughout the asset
2001-present) 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
24
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 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 Pricewaterhouse Coopers LLP in
connection with the annual audit of the Merging Fund and the Master Portfolio
and the review of the Fund's and the Master Portfolio's financial statements for
the last fiscal year ended November 30, 2000 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 1,184,535,371.290 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
25
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 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 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 6, 2001 are as follows:
PERCENTAGE OF
MERGING PERCENTAGE OF
AMOUNT FUND SURVIVING FUND
OF SHARES OWNED ON OWNED UPON
NAME AND ADDRESS OWNED RECORD DATE CONSUMMATION
- ----------------------------------- ---------------- ------------- --------------
KINGSLEY & CO/JPM ASSET 84,640,624.0100 7.15% 1.61
SWEEP FUND OMNIBUS ACCOUNT
ATTN: SPECIAL PRODUCTS
2OPS/3
500 STANTON CHRISTIANA ROAD
NEWARK DE 19713-2107
JPMIN AS AGENT FOR 384,448,970.6200 32.46% 7.29
DOW/DOW CORNING ESCROW
ACCOUNT BANKERS TRUST CUSTODIAN
ATTN: MR. TAKASHI TSUCHIYA V.P.
522 5th AVENUE
NEW YORK NY 10036-7601
JPMIN AS AGENT FOR DOW 108,418,012.7700 9.15% 2.06
CORNING ACE INSURANCE
BANKERS TRUST CUSTODIAN
ATTN: TAKAHHI TSUCHIYA 10th FL.
522 5th AVENUE
NEW YORK NY 10036-7601
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
26
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:
PERCENTAGE OF
MERGING PERCENTAGE OF
AMOUNT FUND SURVIVING FUND
OF SHARES OWNED ON OWNED UPON
NAME AND ADDRESS OWNED RECORD DATE 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
JP MORGAN INVESTOR SERVICES 161,563,990.4600 7.97% 3.07%
FBO IBT CO
C/O INVESTORS BANK & TRUST CO.
ATTN: ADAM GARNER FPG90
PO BOX 9130
BOSTON MA 02117-9130
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,
27
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, the audited
financial statements, notes thereto and supplementary data of the Master
Portfolio for the fiscal year ended November 30, 2000 and the audited financial
highlights, financial statements and notes thereto of the Surviving Fund for the
fiscal year ended August 31, 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 supplementary data, as applicable, for the Merging
Fund, the Master Portfolio and the Surviving Fund 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.
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
1-800-766-7722.
* * *
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.
28
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 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 Institutional 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.
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(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 Institutional 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 Institutional 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.
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(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 no outstanding
Institutional Class (a new class of shares for the combined surviving fund)
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 February 28, 2001 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 February 28, 2001, 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
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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 which as of February 28, 2001 there were outstanding
1,212,073,000 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.
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(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.
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
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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 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
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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 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
A-7
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 Service 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 Service 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 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
A-8
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
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 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
A-9
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 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.
A-10
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 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 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 16,
2001 for the Special Meeting of Shareholders of J.P. Morgan Institutional
Tax-Exempt Money Market Fund (the "Merging Fund"), a series of J.P. Morgan
Institutional Funds ("JPMF"), 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 1-800-766-7722.
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 JPMF's Statements of Additional Information,
which are incorporated herein by reference.
The date of this Statement of Additional Information is May 16, 2001.
1
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 JPMF, 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 Institutional 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 JPMF.
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 Thousand)
(Unaudited)
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
JPMORGAN TAX THE TAX FREE 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 $ 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 50,190
---------------------------------------------------------------
TOTAL ALABAMA 11,400 102,890 102,890 114,290
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 5,400
Valdez Marine Terminal Rev., Series 1993 A, (Exxon
Pipeline Co.),VRDN, 3.10%, 3/1/01 17,200 17,200 17,200
Valdez Marine Terminal Rev., Series 1993 C, (Exxon
Pipeline Co.),VRDN, 3.10%, 3/1/01 12,550 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 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 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
COMBINED
JPMORGAN TAX
THE TAX EXEMPT FREE MONEY
JPMORGAN TAX FREE MONEY MARKET PRO FORMA MARKET
MONEY MARKET FUND PORTFOLIO ADJUSTMENTS 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
JPMORGAN TAX THE TAX FREE 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 3,000
1994 D, (Arizona Public Service Co.),VRDN, 3.05%,
3/1/01 (LOC: Bank of America N.A.) 10,543 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 5,000
University of Arizona, COP, Series 2000 A, (Main
Campus &Research),VRN, 3.15%, 3/7/01 (AMBAC) 12,000 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 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 0 - 13,500
CALIFORNIA 0.94%
Los Angeles Regional Airports Improvement Corp. Lease
Rev.,(Sublease-Societe Generale) 47,940 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 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 4,925
Denver City & County Airport Rev., Series 1999 A-16,
RegisteredD, VRDN, 3.35%, 3/7/01 (MBIA) 11,965 11,965 11,965
Denver City & County, COP, Series 2000 PA-733, VRDN,
3.54%, 3/1/01 (AMBAC) 14,315 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
9
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%
----------------------------------------------------------------
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
10
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%
----------------------------------------------------------------
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
11
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%
----------------------------------------------------------------
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
12
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%
----------------------------------------------------------------
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
13
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%
-----------------------------------------------------------------
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
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%
-----------------------------------------------------------------
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
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%
-----------------------------------------------------------------
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
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%
-----------------------------------------------------------------
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
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%
-----------------------------------------------------------------
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
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%
---------------------------------------------------------------
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
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%
---------------------------------------------------------------
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
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%
---------------------------------------------------------------
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
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%
---------------------------------------------------------------
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
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%
---------------------------------------------------------------
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
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%
-----------------------------------------------------------------
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
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%
-----------------------------------------------------------------
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, 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 5,000 5,000
University of Texas, Municipal Securities Trust
Receipts, Ser. SGA-78, Rev., FRDO, 3.24%, 3/6/2001 14,290 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 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
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%
-----------------------------------------------------------------
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
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%
-----------------------------------------------------------------
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
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%
-----------------------------------------------------------------
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
JP MORGAN TAX FREE MONEY MARKET FUND
Shares Outstanding
Morgan Shares
Premier Shares
Institutional Shares
Agency Shares
NET ASSET VALUE
Morgan 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 Portfolios $ 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 (e) 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
(FORMERLY, CHASE VISTA 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)
INSTITUTIONAL CLASS SHARES
Increase in Shares Issued 1,212,073
Net Assets 2/28/01 $1,212,020
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 the
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.(6)
7 Distribution and Sub-Administration Agreement dated August 21,
1995.(6)
8(a) Retirement Plan for Eligible Trustees.(6)
8(b) Deferred Compensation Plan for Eligible Trustees.(6)
9 Custodian Agreement. (1)
10(a) Rule 12b-1 Distribution Plan of Mutual Funds including Selected
Dealer Agreement and Shareholder Service Agreement. (1) and (3)
10(b) Rule 12b-1 Distribution Plan - Class B Shares (including forms of
Selected Dealer Agreement and Shareholder Servicing
Agreement).(6)
10(c) Form of Rule 12b-1 Distribution Plan - Class C Shares (including
forms of Shareholder Servicing Agreements).(12)
10(d) Form of Rule 18f-3 Multi-Class Plan.(12)
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. (6)
13(c) Form of Administration Agreement.(6)
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. 333-59002) 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.