SCHEDULE 14A INFORMATION
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Check the appropriate box:

 / /    Preliminary Proxy Statement

 / /    Confidential, for Use of the Commission Only (as permitted by Rule
        14a-6(e)(2))

 /X/    Definitive Proxy Statement

 / /    Definitive Additional Materials

 / /    Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                              MUTUAL FUND GROUP

                (Name of Registrant as Specified In Its Charter)

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     Title of each class of securities to which transaction applies:

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     Aggregate number of securities to which transaction applies:


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     Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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/ /    Check box if any part of the fee is offset as provided by Exchange Act
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       statement number, or the Form or Schedule and the date of its filing.

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                               MUTUAL FUND GROUP
                                522 FIFTH AVENUE
                            NEW YORK, NEW YORK 10036

                        CHASE VISTA SHORT TERM BOND FUND
                          JPMORGAN H&Q TECHNOLOGY FUND
                          JPMORGAN CAPITAL GROWTH FUND
                         JPMORGAN FLEMING EUROPEAN FUND
                              JPMORGAN FOCUS FUND
                        JPMORGAN GROWTH AND INCOME FUND
                   JPMORGAN FLEMING INTERNATIONAL GROWTH FUND
                          JPMORGAN FLEMING JAPAN FUND
                     JPMORGAN SELECT GROWTH AND INCOME FUND
                         JPMORGAN SMALL CAP EQUITY FUND
                        JPMORGAN DYNAMIC SMALL CAP FUND
                         JPMORGAN STRATEGIC INCOME FUND
                       JPMORGAN U.S. TREASURY INCOME FUND

                                                                    May 18, 2001

Dear Shareholder:

    A special meeting of the shareholders of the JPMorgan Funds (formerly known
as the Chase Vista Funds) listed above (the "Funds"), each a series of Mutual
Fund Group (the "Trust"), will be held on July 3, 2001 at 9:00 a.m., Eastern
time. Before that meeting we would like you to vote on the important issues
affecting your Fund(s) as described in the attached proxy statement. Formal
notice of the meeting appears after this letter, followed by materials regarding
the meeting.

    As you may be aware, The Chase Manhattan Corporation, the former corporate
parent of your Fund's investment adviser, has recently completed a merger with
J.P. Morgan & Co. Incorporated 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, shareholders of each Fund will be asked to consider and vote upon
(i) the election of a new Board of Trustees, (ii) a proposal to amend a
fundamental investment restriction regarding loans and (iii) a proposal that
would allow the Trust's Board of Trustees to change a Fund's investment
objective without shareholder approval.

    THE BOARD OF TRUSTEES HAS UNANIMOUSLY APPROVED THE PROPOSALS AND RECOMMENDS
THAT YOU VOTE FOR ALL OF THE PROPOSALS DESCRIBED IN THIS DOCUMENT.

    We encourage you to read the attached proxy statement in full. By way of
introduction, following this letter we have included questions and answers
regarding this proxy. The information is designed to help you cast your vote as
a shareholder of one or more of the Funds, and is being provided as a supplement
to, and not a substitute for, your proxy materials, which we urge you to review
carefully.

    We realize that this proxy statement will take time to read, but your vote
is very important. Please familiarize yourself with the proposals and sign and
return your proxy card(s) in the enclosed postage-paid envelope today. You may
receive more than one proxy card if you own shares in more than one Fund. Please
sign and return each card you receive.

    If your completed proxy card(s) are not received, you may be contacted by
officers or employees of JPMorgan Funds, JPMC, its affiliates or other
representatives of the Fund(s) or by our proxy solicitor, D. F. King & Co., Inc.
D. F. King & Co., Inc. has been engaged to assist your Fund(s) in soliciting
proxies. They will remind you to vote your shares. You may also call the number
provided in your proxy card(s) for additional information.

                                          Sincerely,

                                          /s/ Fergus Reid

                                          Fergus Reid
                                          Chairman

                                                                       NAPS 6823

WHEN WILL THE SPECIAL MEETING BE HELD? WHO IS ELIGIBLE TO VOTE?

    The meeting will be held on July 3, 2001, at 9:00 a.m. Eastern time at
1211 Avenue of the Americas, 41st Floor, New York, New York 10036. Please note
that this meeting will only cover the items listed in this proxy statement.
There will be no presentations about the Funds. The record date is the close of
business on April 6, 2001. Only shareholders who own shares at that time are
entitled to vote at the meeting.

WHAT ARE THE ISSUES CONTAINED IN THIS PROXY?

    Your Board of Trustees is recommending that shareholders consider the
following proposals:



PROPOSAL                                                   FUNDS AFFECTED
- --------                                      ----------------------------------------
                                        
1.  To elect the Board of Trustees;                             All

2.  To approve the adoption of an amended                       All
    fundamental investment restriction
    regarding loans;

3.  To approve the reclassification of the    Chase Vista Short Term Bond Fund
    investment objective from fundamental to  JPMorgan Fleming European Fund,
    non-fundamental; and                      JPMorgan Fleming Japan Fund,
                                              JPMorgan Small Cap Equity Fund,
                                              JPMorgan U.S. Treasury Income Fund

4.  To transact any other business that may                     All
    properly come before the Meeting or any
    adjournments thereof.


WHO ARE THE NOMINEES TO BE MY TRUSTEES?

    Each of the Nominees currently serves as a Trustee of the Trust or is a
Trustee or member of the Advisory Board of other mutual funds in the JPMorgan
Funds Family. They are: William J. Armstrong, Roland R. Eppley, Jr., Ann Maynard
Gray, Matthew Healey, Fergus Reid, III, James J. Schonbachler, Leonard M.
Spalding, Jr. and H. Richard Vartabedian. Biographical information for the
Nominees is included in the attached proxy statement.

WHY AM I BEING ASKED TO ADOPT A NEW FUNDAMENTAL INVESTMENT RESTRICTION REGARDING
LOANS?

    Currently, the Funds have a fundamental investment restriction (a
restriction that may only be changed by a shareholder vote) regarding loans that
is different from the restriction regarding loans of certain other JPMorgan
Funds. To promote greater efficiency in the management of the Funds, J.P. Morgan
Fleming Asset Management (USA) Inc. (the "Adviser") has recommended a standard
loan restriction for all Funds that reflects current industry practice, and has
recommended a change to the Funds' fundamental restriction involving loans.

    The adoption of the proposed change is not expected to affect materially the
way the Funds are managed.

WHY AM I BEING ASKED TO APPROVE THE RECLASSIFICATION OF FUND INVESTMENT
OBJECTIVES?

    The investment objectives of Chase Vista Short Term Bond Fund, JPMorgan
Fleming European Fund, JPMorgan Fleming Japan Fund, JPMorgan Small Cap Equity
Fund and JPMorgan U.S. Treasury Income Fund were adopted as fundamental
policies, and therefore may be changed only by a vote of Fund shareholders. In
order to respond more quickly to market or regulatory changes, without the costs
associated with a shareholder meeting, it is proposed that these Funds
reclassify their investment objectives as non-fundamental. These objectives
could then be changed at any time without a vote of Fund shareholders.

HOW DO THE TRUSTEES OF MY FUND RECOMMEND THAT I VOTE?

    The Board of Trustees unanimously recommends that you vote FOR all of the
proposals on the enclosed proxy card.

WHOM DO I CALL FOR MORE INFORMATION?

    Please call the number provided in your proxy card(s) for additional
information.

                               MUTUAL FUND GROUP
                                522 FIFTH AVENUE
                            NEW YORK, NEW YORK 10036

                       ON BEHALF OF ITS FOLLOWING SERIES:

                        CHASE VISTA SHORT TERM BOND FUND
                          JPMORGAN H&Q TECHNOLOGY FUND
                          JPMORGAN CAPITAL GROWTH FUND
                         JPMORGAN FLEMING EUROPEAN FUND
                              JPMORGAN FOCUS FUND
                        JPMORGAN GROWTH AND INCOME FUND
                   JPMORGAN FLEMING INTERNATIONAL GROWTH FUND
                          JPMORGAN FLEMING JAPAN FUND
                     JPMORGAN SELECT GROWTH AND INCOME FUND
                         JPMORGAN SMALL CAP EQUITY FUND
                        JPMORGAN DYNAMIC SMALL CAP FUND
                         JPMORGAN STRATEGIC INCOME FUND
                       JPMORGAN U.S. TREASURY INCOME FUND

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON JULY 3, 2001

NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of Shareholders of
Chase Vista Short Term Bond Fund, JPMorgan H&Q Technology Fund, JPMorgan Capital
Growth Fund, JPMorgan Fleming European Fund, JPMorgan Focus Fund, JPMorgan
Growth and Income Fund, JPMorgan Fleming International Growth Fund, JPMorgan
Fleming Japan Fund, JPMorgan Select Growth and Income Fund, JPMorgan Small Cap
Equity Fund, JPMorgan Dynamic Small Cap Fund, JPMorgan Strategic Income Fund and
JPMorgan U.S. Treasury Income Fund (each a "Fund" and each a series of Mutual
Fund Group (the "Trust")), will be held at 1211 AVENUE OF THE AMERICAS, 41ST
FLOOR, NEW YORK, NEW YORK 10036 on July 3, 2001 at 9:00 a.m., Eastern time, for
the following purposes, all of which are more fully described in the
accompanying Proxy Statement dated May 18, 2001:

 1.  To elect the Board of Trustees;

 2.  To approve the adoption of an amended fundamental investment restriction
     regarding loans;

 3.  To approve the reclassification of the investment objective from
     fundamental to non-fundamental for certain Funds; and

 4.  To transact any other business that may properly come before the Meeting or
     any adjournments thereof.

    The Board of Trustees of the Trust has fixed the close of business on
April 6, 2001 as the record date for the determination of shareholders of each
Fund entitled to notice of and to vote at the Meeting or any adjournments
thereof. The enclosed proxy is being solicited on behalf of the Board of
Trustees of the Trust. The Meeting will be a joint meeting with the meetings of
shareholders of all other series of the Trust, which meetings are being called
for purposes of considering in all cases proposals 1 and 2, and in some cases
proposal 3 above and certain other proposals not applicable to you.

                             YOUR VOTE IS IMPORTANT

    IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE URGED TO
SIGN WITHOUT DELAY AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE, SO THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETING.
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE EXPENSE OF
FURTHER SOLICITATION.

                                          MUTUAL FUND GROUP
                                          By Order of the Board of Trustees

                                          /s/ Lisa M. Hurley

                                          Lisa Hurley
                                          Secretary

Dated: May 18, 2001

                                PROXY STATEMENT

                               MUTUAL FUND GROUP
                                522 FIFTH AVENUE
                            NEW YORK, NEW YORK 10036

                       ON BEHALF OF ITS FOLLOWING SERIES:

                        CHASE VISTA SHORT TERM BOND FUND
                          JPMORGAN H&Q TECHNOLOGY FUND
                          JPMORGAN CAPITAL GROWTH FUND
                         JPMORGAN FLEMING EUROPEAN FUND
                              JPMORGAN FOCUS FUND
                        JPMORGAN GROWTH AND INCOME FUND
                   JPMORGAN FLEMING INTERNATIONAL GROWTH FUND
                          JPMORGAN FLEMING JAPAN FUND
                     JPMORGAN SELECT GROWTH AND INCOME FUND
                         JPMORGAN SMALL CAP EQUITY FUND
                        JPMORGAN DYNAMIC SMALL CAP FUND
                         JPMORGAN STRATEGIC INCOME FUND
                       JPMORGAN U.S. TREASURY INCOME FUND

                        SPECIAL MEETING OF SHAREHOLDERS
                                  JULY 3, 2001

                                  INTRODUCTION

    This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Mutual Fund Group (the "Trust") for use at
the special meeting of shareholders of the JPMorgan Funds (formerly Chase Vista
Funds) listed above (the "Funds") to be held at 1211 Avenue of the Americas,
41st Floor, New York, New York 10036 on July 3, 2001 at 9:00 a.m. Eastern time,
and all adjournments thereof (the "Meeting"). The Meeting will be a joint
meeting with the meetings of shareholders of all series of the Trust ("Joint
Meeting"), which meetings are being called for purposes of considering in all
cases proposals 1 and 2, and in some cases proposal 3, as described below, and
certain other proposals not applicable to you.

    Shareholders of record of any series of the Trust at the close of business
on April 6, 2001 (the "Record Date") are entitled to notice of, and to vote at,
the Meeting. Because as of the Record Date you were a shareholder of the Trust,
you are entitled to vote on proposals 1 and 2, and in some cases proposal 3.
This proxy statement and the accompanying notice of meeting and proxy card(s)
are first being mailed to shareholders on or about May 18, 2001.

    The Trust is composed of separate series, including Chase Vista Short Term
Bond Fund, JPMorgan H&Q Technology Fund, JPMorgan Capital Growth Fund, JPMorgan
Fleming European Fund, JPMorgan Focus Fund, JPMorgan Growth and Income Fund,
JPMorgan Fleming International Growth Fund, JPMorgan Fleming Japan Fund,
JPMorgan Select Growth and Income Fund, JPMorgan Small Cap Equity Fund, JPMorgan
Dynamic Small Cap Fund, JPMorgan Strategic Income Fund and JPMorgan U.S.
Treasury Income Fund (collectively, the "Funds"). The Trust is a registered
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and is organized as a Massachusetts business trust.

    The Trust's principal underwriter is J.P. Morgan Fund Distributors, Inc.,
1211 Avenue of the Americas, 41st Floor, New York, N.Y. 10036, and the
investment adviser for the Funds' assets is J.P. Morgan Fleming Asset Management
(USA) Inc., 522 Fifth Avenue, New York, N.Y. 10036. The Trust's administrator is
The Chase Manhattan Bank, 270 Park Avenue, New York, N.Y. 10017.

                                       1

    Set forth below is a summary of the proposals on which the shareholders of
each Fund will vote.

                SUMMARY OF PROPOSALS REQUIRING SHAREHOLDER VOTE

PROPOSAL 1. ELECTION OF THE BOARD OF TRUSTEES

    FUND FOR WHICH SHAREHOLDER VOTE IS REQUIRED

    All Funds

PROPOSAL 2. AMENDMENT TO FUNDAMENTAL INVESTMENT RESTRICTION REGARDING LOANS

    FUND FOR WHICH SHAREHOLDER VOTE IS REQUIRED

    All Funds

PROPOSAL 3. RECLASSIFICATION OF INVESTMENT OBJECTIVE FROM FUNDAMENTAL TO
NON-FUNDAMENTAL

    FUND FOR WHICH SHAREHOLDER VOTE IS REQUIRED

    Chase Vista Short Term Bond Fund, JP Morgan Fleming European Fund, JPMorgan
Fleming Japan Fund, JPMorgan Small Cap Equity Fund and JPMorgan U.S. Treasury
Income Fund

                                  PROPOSAL ONE
                         ELECTION OF BOARD OF TRUSTEES

    As a result of the recent merger of J.P. Morgan & Co. Incorporated and The
Chase Manhattan Corporation ("Chase") into J.P. Morgan Chase & Co. ("JPMC"),
JPMC and its affiliates reviewed the compatibility of their various mutual fund
groups. They proposed that appropriate steps be taken to integrate funds of the
Trust and other registered investment companies advised by J.P. Morgan Fleming
Asset Management (USA) Inc. (the "Chase Vista Fund Complex") and registered
investment companies advised by J.P. Morgan Investment Management Inc. (the
"Morgan Fund Complex") in order that funds in these complexes be reorganized
into a single, streamlined mutual fund complex bearing the "JPMorgan" name and
sharing substantially similar arrangements for the provision of services to all
such funds (the "Fund Complex"). Similarly, JPMC and the Boards considered that
the Boards of Trustees for the Chase Vista Fund Complex and the Morgan Fund
Complex also be integrated and streamlined into a consolidated Board of Trustees
to serve all of the funds in the Fund Complex (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
of the Chase Vista Fund Complex and the Morgan Fund Complex. 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 sizes of the Boards and each of the
Fund Complexes and related future cost savings, the practicalities dictated by
the age 70 mandatory retirement policy of the Morgan Fund Complex, and other
factors the Boards deemed relevant.

    Accordingly, each Nominee identified below is a current Trustee or Advisory
Board Member of the Trust or a current Trustee of other funds in the Fund
Complex. Each Nominee has consented to being named in this Proxy Statement and
has agreed to serve as a Trustee if elected. Each Trustee will hold office for a
term of unlimited duration.

    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
Trustee for any reason, but if that should occur prior to the Joint Meeting, the
proxies reserve the right to substitute another person or persons of their
choice as nominee or nominees.

                                       2

    Certain information concerning the Nominees of the Trust is set forth below:



                                                       BUSINESS EXPERIENCE AND PRINCIPAL OCCUPATIONS
NAME OF NOMINEE AND                  TRUSTEE OF                 DURING THE PAST FIVE YEARS
CURRENT POSITION WITH FUND COMPLEX   TRUST SINCE  AGE            AND CURRENT DIRECTORSHIPS
- ----------------------------------   -----------  ---            -------------------------
                                              
William J. Armstrong--                 1987       59   Retired; formerly Vice President and
  Trustee of the Trust and certain                     Treasurer, Ingersoll-Rand Company
  other trusts in the Fund Complex                     (manufacturer of industrial supplies).
  since 1987                                           Address: 287 Hampshire Ridge, Park Ridge,
                                                       NJ 07656.
Roland R. Eppley, Jr.--                1989       68   Retired; formerly President and Chief
  Trustee of the Trust and certain                     Executive Officer, Eastern States Bankcard
  other trusts in the Fund Complex                     Association Inc. (financial services)
  since 1989                                           (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.
Ann Maynard Gray--                    Nominee     55   Former President, Diversified Publishing
  Member of Advisory Board of                          Group and Vice President, Capital
  certain trusts in the Fund                           Cities/ABC, Inc. Ms. Gray is also a director
  Complex since 2000                                   of Duke Energy Corporation and Elan
                                                       Corporation, plc (pharmaceuticals). Address:
                                                       1262 Rockrimmon Road, Stamford, CT 06903.
Matthew Healey--                      Nominee     63   Former Chief Executive Officer of trusts in
  Chairman of certain trusts in the                    the Fund Complex through April 2001;
  Fund Complex; Trustee of certain                     Chairman, Pierpont Group (provides services
  trusts in the Fund Complex since                     to trustees of investment companies), since
  1982                                                 prior to 1993. His address is: Pine Tree
                                                       Country Club Estates, 10286 Saint Andrews
                                                       Road, Boynton Beach, FL 33436.
Fergus Reid, III*--                    1987       68   Chairman and Chief Executive Officer,
  Chairman of the Trust and certain                    Lumelite Corporation (plastics
  other trusts in the Fund Complex;                    manufacturing), since September 1985;
  Trustee of certain trusts in the                     Trustee, Morgan Stanley Funds. Address:
  Fund Complex since 1984                              202 June Road, Stamford, CT 06903.
James J. Schonbachler--               Nominee     58   Retired; Prior to September, 1998, Managing
  Member of Advisory Board of                          Director, Bankers Trust Company and Group
  certain trusts in the Fund                           Head and Director, Bankers Trust A.G., Zurich
  Complex since 2000                                   and BT Brokerage Corp. (financial services).
                                                       Address: 3711 Northwind Court, Jupiter, FL
                                                       33477.
Leonard M. Spalding, Jr.*--            1998       65   Retired; formerly Chief Executive Officer of
  Trustee of the Trust and certain                     Chase Mutual Funds Corp.; formerly President
  other trusts in the Fund Complex                     and Chief Executive Officer of Vista Capital
  since 1998                                           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--               1992       65   Former President of the Trust and other
  Trustee of the Trust and certain                     trusts in the Fund Complex; Investment
  other trusts in the Fund Complex                     Management Consultant; formerly, Senior
  since 1992                                           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. Reid is deemed to be an "interested person" (as defined in the 1940
     Act) because he is an officer of the Trust. Mr. Spalding is deemed to be an
     "interested person" due to his ownership of equity securities of affiliates
     of JPMC.


    If elected, each Nominee would oversee 81 separate portfolios.

    The Board of Trustees of the Trust met 6 times during the fiscal year ended
October 31, 2000, and each of the Trustees attended at least 75% of the
meetings.

                                       3

    The Board of Trustees of the Trust presently has an Audit Committee. The
members of the Audit Committee are Messrs. Ten Haken (Chairman), Armstrong,
Eppley, MacCallan and Thode. The function of the Audit Committee is to recommend
independent auditors and monitor accounting and financial matters. The Audit
Committee met two times during the fiscal year ended October 31, 2000.

    The Board of Trustees of the Trust presently has a Nominating Committee. The
members of the Nominating Committee are Messrs. Armstrong, Blum, Cragin, Eppley,
Harkins, MacCallan, McDavid, Neff, Ten Haken and Thode. The function of the
Nominating Committee is to nominate trustees for the Board to consider. The
Nominating Committee met one time during the fiscal year ended October 31, 2000.

REMUNERATION OF TRUSTEES AND CERTAIN EXECUTIVE OFFICERS

    Each current Trustee is reimbursed for expenses in attending each meeting of
the Board of Trustees or any committee thereof. Each Trustee who is not an
affiliate of the Adviser 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 the Adviser. Each Trustee
receives a fee, allocated among all investment companies for which the Trustee
serves, which consists of an annual retainer component and a meeting fee
component.

    Set forth below is information regarding compensation paid or accrued during
the calendar year ended December 31, 2000 for each Nominee of the Trust:



                                                                      PENSION OR RETIREMENT         TOTAL
                                            COMPENSATION FROM          BENEFITS ACCRUED AS    COMPENSATION FROM
                                         "CHASE FUND COMPLEX"(1)          FUND EXPENSES       "FUND COMPLEX"(2)
                                     -------------------------------  ---------------------  -------------------
                                                                                    
William J. Armstrong                            $ 90,000                    $ 41,781             $ 90,000 (10)(3)
Roland R. Eppley, Jr.                           $ 91,000                    $ 58,206             $ 91,000 (10)(3)
Ann Maynard Gray                                      NA                          NA             $ 75,000 (17)(3)
Matthew Healey(4)                                     NA                          NA             $ 75,000 (17)(3)
Fergus Reid, III                                $202,750                    $110,091             $202,750 (10)(3)
James J. Schonbachler                                 NA                          NA             $ 75,000 (17)(3)
Leonard M. Spalding, Jr.                        $ 89,000                    $ 35,335             $ 89,000 (10)(3)
H. Richard Vartabedian                          $134,350                    $ 86,791             $134,350 (10)(3)


- ---------------------


  
(1)  The Chase Fund Complex means registered investment companies advised by the
     Adviser.
(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 J.P. Morgan Investment Management Inc.
     ("JPMIM") and the Adviser).
(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.


RETIREMENT PLAN AND DEFERRED COMPENSATION PLAN FOR ELIGIBLE TRUSTEES

    Effective August 21, 1995, the Trustees also instituted a Retirement Plan
for Eligible Trustees (the "Plan") pursuant to which each Trustee (who is not an
employee of any of the Adviser, the 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 and its affiliates (collectively, the "Covered Funds"). Each
Eligible Trustee is entitled to receive from the Covered Funds an annual benefit
commencing on the first day of the calendar quarter coincident with or following
his date of retirement equal to the sum of (1) 8% of the highest annual
compensation received from the Covered Funds multiplied by the number of such
Trustee's years of service (not in excess of 10 years) completed with respect to
any Covered Funds and (2) 4% of the highest annual compensation received from
the Covered Funds for each year of service in excess of 10 years, provided that
no Trustee's annual benefit will exceed the highest annual compensation received
by that Trustee from the Covered Funds. Such benefit is payable to each eligible
Trustee in monthly installments for the life of the Trustee. On February 22,
2001, the Board of Trustees voted to terminate the Plan and in furtherance of
this determination agreed to pay Trustees an amount equal, in the aggregate, to
$10.95 million, of which $5.3 million had been previously accrued by the Covered
Funds. The remaining $5.65 million was reimbursed 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

                                       4

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 any of the Adviser, the administrator or
distributor or any of their affiliates) may enter into agreements with the 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 selected by the Trustee. The
deferred amounts are paid out in a lump sum or over a period of several years as
selected 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 have elected to defer compensation under such plan.

ONE-TIME RETIREMENT PACKAGE FOR MORGAN FUND COMPLEX

    Inasmuch as the registered investment companies advised by JPMIM (the
"Morgan Fund Complex") do not have any retirement plan for its Trustees and JPMC
will also benefit from the administrative efficiencies of a consolidated board,
JPMC volunteered to pay a one-time retirement package to the Trustees of the
Morgan Fund Complex and the Advisory Board members who will 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 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.

PRINCIPAL EXECUTIVE OFFICERS:

    The Trust's principal executive officers are listed below. The officers
conduct and supervise the business operations of the Trust. 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 the Trust are as follows:



    NAME AND POSITION       AGE  PRINCIPAL OCCUPATION DURING THE PAST FIVE YEARS AND OTHER INFORMATION
- --------------------------  ---  ---------------------------------------------------------------------
                           
Martin R. Dean,             37   Vice President, Administration Services, BISYS Fund Services, Inc.
  Treasurer and Assistant        (mutual fund administration); formerly Senior Manager, KPMG Peat
  Secretary                      Marwick (accounting firm) (1987-1994). Address: 3435 Stelzer Road,
  (1995-present)                 Columbus, OH 43219.
Lisa Hurley,                45   Senior Vice President and General Counsel, BISYS Fund Services, Inc.
  Secretary                      (mutual fund administration); formerly Counsel to Moore Capital
  (1999-present)                 Management (investment management) and General Counsel to Global
                                 Asset Management (investment management) and Northstar Investments
                                 Management (investment management). Address: 90 Park Avenue, New
                                 York, NY 10016.
Vicky M. Hayes,             37   Vice President and Global Marketing Manager, J.P. Morgan Fund
  Assistant Secretary            Distributors, Inc. (mutual fund administration and distribution);
  (1998-present)                 formerly Assistant Vice President, Alliance Capital Management and
                                 held various positions with J. & W. Seligman & Co. (investment
                                 management). Address: 1211 Avenue of the Americas, 41st Floor, New
                                 York, NY 10081.
Alaina Metz,                33   Chief Administrative Officer, BISYS Fund Services, Inc. (mutual fund
  Assistant Secretary            administration); formerly Supervisor, Blue Sky Department, Alliance
  (1998-present)                 Capital Management L.P. (investment management). Address: 3435
                                 Stelzer Road, Columbus, OH 43219.


RECOMMENDATION OF TRUSTEES

    The Trustees of the Trust voted for the approval of the election of the
Nominees as Trustees. If elected, each Trustee will hold office until his or her
successor is chosen or qualified except (a) any Trustee may resign, (b) any
Trustee may be removed by shareholders upon an affirmative vote of two-thirds of
all the shares entitled to be cast for the election of Trustees, and (c) any
Trustee may be removed with cause by at least two-thirds of the remaining
Trustees.

REQUIRED VOTE

    The affirmative vote of the holders of more than 50% of the voting
securities of the Trust present, in person or by proxy, at the Joint Meeting is
required to elect a Trustee of the Trust, provided that at least a majority of
the outstanding voting securities of the Trust is represented at the Joint
Meeting, either in person

                                       5

or by proxy. In the event that the requisite vote is not reached, the current
Trustees would remain as the only Trustees of the Trust.

    THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH
OF THE NOMINEES LISTED ABOVE.

ACCOUNTANTS

    PricewaterhouseCoopers LLP serves as the Funds' independent accountants,
auditing and reporting on the annual financial statements of each Fund and
reviewing certain regulatory reports and each Fund's federal income tax returns.
PricewaterhouseCoopers LLP also performs other professional accounting,
auditing, tax and advisory services when the Trust 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 PricewaterhouseCoopers LLP in
connection with the annual audit of each Fund for the last fiscal year was
$225,879.

   FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The aggregate
fees billed for financial information systems and design implementation services
rendered by PricewaterhouseCoopers LLP to the Funds, the Adviser and the
Adviser's affiliates that provide services to the Funds for the calendar year
ended December 31, 2000 was $1,360,000.

   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 Funds, the Adviser and the Adviser's affiliates that provide services to
the Funds for the calendar year ended December 31, 2000 was $25,430,000.

    The Audit Committee of the Trust has considered whether the provision of
non-audit services is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.

                                  PROPOSAL TWO
        AMENDMENT TO FUNDAMENTAL INVESTMENT RESTRICTION REGARDING LOANS

ADOPTION OF STANDARDIZED INVESTMENT RESTRICTIONS

    The purpose of Proposal 2 is to amend each Fund's fundamental investment
restriction regarding loans (the "Restriction"). Each Fund's Restriction may
only be changed by a vote of the shareholders of that Fund. The Trustees have
considered the Adviser's recommendation to amend the Restriction in order to
have it conform to the loan restriction of other JPMorgan Funds.

    The Trustees believe that eliminating the disparities between each Fund's
Restriction and the loan restriction of other JPMorgan Funds will enhance the
Adviser's ability to respond to changing regulatory and investment conventions,
practices and requirements. In addition, the proposed change will allow the
Funds greater investment flexibility to respond to future investment
opportunities. However, the Adviser does not anticipate that the change will
result at this time in a material change in the level of investment risk
associated with an investment in any Fund.

    If the proposed change is approved by shareholders of a Fund, that Fund's
prospectus and statement of additional information ("SAI") will be revised, as
appropriate and as soon as practicable, to reflect the change.

    If approved by shareholders of a Fund, the amended Restriction will remain
fundamental to each Fund and, as such, cannot be changed without a further
shareholder vote. On the other hand, if the amended Restriction is not approved
by shareholders of a particular Fund, the current Restriction will remain in
place as a fundamental restriction of that Fund.

CURRENT RESTRICTION

    Each Fund's current Restriction regarding lending states that:

        A Fund may not make loans, except that a Fund may: (i) purchase and hold
        debt instruments (including without limitation, bonds, notes, debentures
        or other 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.

                                       6

PROPOSED RESTRICTION

    It is proposed that shareholders approve the replacement of the foregoing
Restriction with the following amended fundamental Restriction regarding
lending:

        A Fund may make loans to other persons, in accordance with the Fund's
        investment objectives and policies and to the extent permitted by
        applicable law.

    The proposed Restriction would permit the Funds to invest in direct debt
instruments such as loans and loan participations, which are interests in
amounts owed to another party. Loans may be made to companies, governments and
other borrowers. These types of investments may have additional risks beyond
conventional debt securities, because they may provide less legal protection for
a Fund, or because there may be a requirement that a Fund supply additional cash
to a borrower on demand, in particular in the event of default by the borrower.
In the event of a default, a Fund may take possession of the collateral, with
its attendant risks. The Adviser will evaluate the creditworthiness of
prospective borrowers to seek to reduce the risk of default.

RECOMMENDATION OF TRUSTEES

    The Trustees have reviewed the potential benefits and detriments associated
with the proposed amendment of the Funds' Restriction. The Trustees also
considered that the Funds remain subject to specific restrictions under the 1940
Act and the Internal Revenue Code, which limit certain investments and
strategies, but do not eliminate risk. The Trustees of the Trust voted to
approve the proposed amendment of the Restriction.

REQUIRED VOTE

    The affirmative vote of the holders of "a majority of the outstanding voting
securities" of a Fund is required for approval of Proposal 2 regarding that
Fund's Restriction. Under the 1940 Act, the affirmative vote of "a majority of
the outstanding voting securities" of a Fund is defined as the lesser of
(a) 67% or more of the voting securities of the Fund present or represented by
proxy at the Meeting, if the holders of more than 50% of the outstanding voting
securities of the Fund are present or represented by proxy, or (b) more than 50%
of the outstanding voting securities of the Fund ("1940 Act Majority").

    THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL 2.

                                 PROPOSAL THREE
             RECLASSIFICATION AS NON-FUNDAMENTAL OF THE INVESTMENT
         OBJECTIVE OF EACH FUND WHOSE INVESTMENT OBJECTIVE IS CURRENTLY
                           CLASSIFIED AS FUNDAMENTAL
    RECLASSIFICATION OF FUNDAMENTAL INVESTMENT OBJECTIVES AS NON-FUNDAMENTAL

    Under the 1940 Act, a Fund's investment objective is not required to be
classified as "fundamental". A fundamental investment objective may be changed
only by vote of a Fund's shareholders. Nevertheless, each of Chase Vista Short
Term Bond Fund, JPMorgan Fleming European Fund, JPMorgan Fleming Japan Fund,
JPMorgan Small Cap Equity Fund and JPMorgan U.S. Treasury Income Fund
established fundamental investment objectives in response to then current
regulatory practices. In order to provide the Adviser with enhanced investment
management flexibility to respond to market, industry or regulatory changes, the
Adviser proposed, and the Trustees approved, the reclassification from
fundamental to non-fundamental of each applicable Fund's investment objective. A
non-fundamental investment objective may be changed at any time by the Trustees
without approval by a Fund's shareholders.

    The investment objective of each of JPMorgan Fleming European Fund and
JPMorgan Fleming Japan Fund is as follows:

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

    The investment objective of Chase Vista Short Term Bond Fund is as follows:

        The Fund seeks a high level of income consistent with preservation of
        capital.

    The investment objective of JPMorgan Small Cap Equity Fund is as follows:

        The Fund seeks capital growth over the long term.

    The investment objective of JPMorgan U.S. Treasury Income Fund is as
follows:

        The Fund seeks to provide investors with monthly dividends while still
        protecting the value of their investment.

                                       7

    The reclassification from fundamental to non-fundamental will not alter any
Fund's investment objective. If at any time in the future, the Trustees approve
a change in a Fund's non-fundamental investment objective, shareholders of such
Fund will be given notice of such change prior to its implementation; however,
if such a change were to occur, shareholders would not be asked to approve such
change.

    If the reclassification of any Fund's investment objective from fundamental
to non-fundamental is not approved by shareholders of a particular Fund, such
Fund's investment objective will remain fundamental and shareholder approval
will continue to be required prior to any change in investment objective.

RECOMMENDATION OF TRUSTEES

    The Trustees have considered the enhanced management flexibility to respond
to market, industry or regulatory changes that would inure to the relevant Funds
if each such Fund's fundamental investment objective was reclassified as
non-fundamental. The Trustees of the Trust voted to approve the reclassification
of the investment objective of each relevant Fund currently classified as
fundamental to non-fundamental.

REQUIRED VOTE

    The affirmative vote of the holders of a 1940 Act Majority of a Fund is
required to approve the reclassification of that Fund's investment objective
from fundamental to non-fundamental.

    THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
PROPOSAL 3.

                   VOTING INFORMATION CONCERNING THE MEETING

GENERAL INFORMATION

    This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Trust's Board of Trustees for use at the Meeting. It is
expected that the solicitation of proxies will be primarily by mail. The Trust's
officers and service providers may also solicit proxies by telephone, facsimile
machine, telegraph, the Internet or personal interview. In addition, the Trust
has retained 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 the Trust to forward solicitation
materials to their principals to obtain authorizations for the execution of
proxies. Any shareholder giving a proxy may revoke it at any time before it is
exercised by submitting to the Trust a written notice of revocation or a
subsequently executed proxy or by attending the Joint Meeting and electing to
vote in person.

    Only the shareholders of record at the close of business on April 6, 2001
will be entitled to vote at the Joint Meeting. The holders of a majority of the
shares outstanding of the Fund or the Trust, as applicable, at the close of
business on April 6, 2001 present in person or represented by proxy will
constitute a quorum for the Joint Meeting. With respect to each Fund, each full
share outstanding as of April 6, 2001 is entitled to one vote, and each fraction
thereof is entitled to a proportionate share of one vote. The number of shares
of all Funds of the Trust outstanding as of the close of business on April 6,
2001 is 160,496,968.06 shares. The number of shares of each Fund outstanding as
of the close of business on April 6, 2001 is set forth in Exhibit A.

    If a quorum is not present at the Meeting, sufficient votes in favor of a
proposal are not received by the time scheduled for the Meeting, or the
shareholders determine to adjourn the Meeting for any other reason, the
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 shareholders holding a
majority of the shares present, in person or by proxy, at the Meeting. The
persons named in the Proxy will vote in favor of such adjournment those 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 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
shares covered thereby will be voted in accordance with the proxy on all matters
that may properly come before fore the meeting (or any adjournment thereof).

PROXIES

    All shares represented by each properly signed proxy received prior to the
Meeting will be voted at the Meeting. If a 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 shareholder returns its proxy
but no direction is made on the proxy, the proxy will be voted FOR each Proposal
described in this Proxy Statement. The 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 the

                                       8

Proposals (and therefore will have the effect of a vote against). 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 the Proposals (and therefore will have the effect
of a vote against).

    A proxy granted by any shareholder may be revoked by such shareholder at any
time prior to its use by written notice to the Trust, 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 will pay all of the expenses in connection with the preparation,
printing and mailing to shareholders of the proxy, accompanying notice of
meeting and this proxy statement 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
in addition to expenses, which cost will be borne by JPMC.

BENEFICIAL OWNERSHIP

    Exhibit B contains information about the beneficial ownership by
shareholders of five percent or more of each Fund's outstanding shares, as of
April 6, 2001. On that date, the existing Trustees and officers of the Funds,
together as a group, "beneficially owned" less than 1% of each Fund's
outstanding shares and less than 1% of the Trust's outstanding securities.

ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS

    Each of the Funds will furnish, without charge, a copy of its most recent
annual report (and most recent semi-annual report succeeding the annual report,
if any) to a shareholder of the Fund upon request. Any such request should be
directed to the Trust at (800) 348-4782.

PROPOSALS TO BE SUBMITTED BY SHAREHOLDERS

    The Trust 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 Trust at the address set forth on the cover of this Proxy
Statement.

                                 OTHER BUSINESS

    The Board does not intend to present any other business at the Meeting. If,
however, any other matters are properly brought before the Meeting, the persons
named in the accompanying proxy card(s) will vote thereon in accordance with
their judgment.

    THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS APPROVAL OF EACH PROPOSAL. ANY
UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF
THE PROPOSALS.

MAY 18, 2001

                                       9

                                   EXHIBIT A

                         NUMBER OF SHARES OF EACH FUND
             OUTSTANDING AS OF THE CLOSE OF BUSINESS APRIL 6, 2001



NAME OF FUND                                        NUMBER OF SHARES OF FUND OUTSTANDING
- ------------                                        ------------------------------------
                                                 
Chase Vista Short Term Bond Fund                                 8,246,326.12

JPMorgan H&Q Technology Fund                                     3,098,591.63

JPMorgan Capital Growth Fund                                    18,471,998.07

JPMorgan Fleming European Fund                                   4,809,410.60

JPMorgan Focus Fund                                              4,506,311.89

JPMorgan Growth and Income Fund                                 41,647,326.84

JPMorgan Fleming International Growth Fund                         504,259.64

JPMorgan Fleming Japan Fund                                        303,957.34

JPMorgan Select Growth and Income Fund                          10,879,654.49

JPMorgan Small Cap Equity Fund                                  25,271,464.06

JPMorgan Dynamic Small Cap Fund                                 14,990,114.19

JPMorgan Strategic Income Fund                                   2,899,297.40

JPMorgan U.S. Treasury Income Fund                               9,781,456.37


                                      A-1

                                   EXHIBIT B

                     PRINCIPAL HOLDERS OF VOTING SECURITIES

    As of April 6, 2001, the following shareholders were known to the Trust to
own beneficially 5% or more of the shares of a Fund:



                                                                                             PERCENT OF
                                                                                            OUTSTANDING
  NAME OF FUND                       NAME AND ADDRESS OF BENEFICIAL OWNER   SHARES OWNED   SHARES OF FUND
  ------------                       ------------------------------------  --------------  --------------
                                                                                  
  Chase Vista Short Term Bond Fund   Hamill & Co.                           1,801,702.50         8.85%
                                     FBO Chase Bank of Texas NA
                                     Attn: Mutual Fund Unit
                                     16HCBO9
                                     PO Box 2558
                                     Houston, TX 77252-2558
  Chase Vista Short Term Bond Fund   Penlin & Co.                           1,319,758.24         6.48%
                                     c/o The Chase Manhattan Bank
                                     Attn: Mut Fds/T-C
                                     PO Box 31412
                                     Rochester, NY 14603-1412
  Chase Vista Short Term Bond Fund   Sumitomo Mitsui Banking               11,607,732.00        57.02%
                                     Corporation for Former Sakura
                                     Bank Investment Products
                                     Business Division
                                     1-2 Yurakucho 1 Chome
                                     Chiyoda-Ku
                                     Tokyo 100-0005 Japan
  JPMorgan H&Q Technology Fund       MLPF&S for the Sole                     209,307.56          6.76%
                                     Benefit of its Customers
                                     Attn: Fund Administration
                                     SEC# 97B00
                                     4800 Deer Lake Dr. E. Fl. 3
                                     Jacksonville, FL 32246-6484
  JPMorgan Fleming European Fund     BALSA & CO                             1,721,273.32        35.78%
                                     Mutual Funds Unit 16 HCB 340
                                     PO Box 2558
                                     Houston, TX 77252-2558
  JPMorgan Focus Fund                MLPF&S for the Sole                     484,654.92         10.75%
                                     Benefit of its Customers
                                     Attn: Fund Administration
                                     SEC# 97FB8
                                     4800 Deer Lake Dr. E. 2nd Floor
                                     Jacksonville, FL 32246-6484
  JPMorgan Fleming International     JP Morgan Investment Mgmt               304,259.64         60.34%
    Growth Fund                      Attn: Haskel Ginsberg
                                     522 5th Ave. Fl. 10
                                     New York, NY 10036-7601
  JPMorgan Fleming International     JP Morgan Fund Distributors Inc.        100,000.00         19.83%
    Growth Fund                      as Seed Money for International
                                     Growth Fund A Shares
                                     Attn: Todd Frank
                                     3435 Stelzer Rd Ste 1000
                                     Columbus, OH 43219-6004


                                      B-1



                                                                                             PERCENT OF
                                                                                            OUTSTANDING
  NAME OF FUND                       NAME AND ADDRESS OF BENEFICIAL OWNER   SHARES OWNED   SHARES OF FUND
  ------------                       ------------------------------------  --------------  --------------
                                                                                  
  JPMorgan Fleming International     JP Morgan Fund Distributors Inc.        100,000.00         19.83%
    Growth Fund                      as Seed Money for International
                                     Growth Fund B Shares
                                     Attn: Todd Frank
                                     3435 Stelzer Rd Ste 1000
                                     Columbus, OH 43219-6004
  JPMorgan Fleming Japan Fund        BALSA & CO                              200,979.70         66.12%
                                     Mutual Funds Unit 16 HCB 340
                                     PO Box 2558
                                     Houston, TX 77252-2558
  JPMorgan Select Growth and Income  Chase Manhattan Bank N/A              10,879,654.49          100%
    Fund                             Global Sec Services Omnibus
                                     CMB Thrift Incentive Plan
                                     Attn: Jeff Rosenberg
                                     3 Chase MetroTech Center Flr 7
                                     Brooklyn, NY 11247
  JPMorgan Small Cap Equity Fund     Chase Manhattan Bank N/A              15,202,931.28        60.16%
                                     Global Sec Services Omnibus
                                     CMB Thrift Incentive Plan
                                     Attn: Jeff Rosenberg
                                     3 Chase MetroTech Center Flr 7
                                     Brooklyn, NY 11245
  JPMorgan Small Cap Equity Fund     Hamill & Co FBO Chase                  3,217,073.55        12.73%
                                     Bank of Texas NA
                                     Attn: Mutual Fund Unit
                                     16HCBO9
                                     PO Box 2558
                                     Houston, TX 77252-2558
  JPMorgan Dynamic Small Cap Fund    BALSA & CO                              843,276.55          5.63%
                                     Mutual Funds Unit 16 HCB 340
                                     PO Box 2558
                                     Houston, TX 77252-2558
  JPMorgan Strategic Income Fund     MLPF&S for the Sole                     198,479.06          6.84%
                                     Benefit of its Customers
                                     Attn: Fund Administration
                                     SEC# 97B00
                                     4800 Deer Lake Dr. E. 2nd Fl.
                                     Jacksonville, FL 32246-6484
  JPMorgan Strategic Income Fund     Ando Securities Co. Ltd                1,560,907.00        66.12%
                                     1-4-1 Shinkawa Chuo-ku
                                     Tokyo 104-0033 Japan
  JPMorgan U.S. Treasury Income      BALSA & CO                             3,764,560.05        38.49%
    Fund                             Mutual Funds Unit 16 HCB 340
                                     PO Box 2558
                                     Houston, TX 77252-2558


                                      B-2