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Exhibit 99.CERT
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, George C.W. Gatch, certify that:
1. I have reviewed this report on Form N-CSR of the JPMorgan U.S. Small Company
Opportunities Fund (the "Fund"), a series of J.P. Morgan Funds;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other information
included in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
Fund as of, and for, the periods presented in this report;
4. The Fund's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
for the Fund and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Fund, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the Fund's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and
d) Disclosed in this report any change in the Fund's internal control
over financial reporting that occurred during the Fund's most recent
fiscal half-year (the Fund's second fiscal half-year in the case of
an annual report) that has materially affected, or is reasonably
likely to materially affect, the Fund's internal control over
financial reporting; and
5. The Fund's other certifying officer(s) and I have disclosed to the Fund's
auditors and the audit committee of the Fund's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Fund's ability to record,
process, summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Fund's internal control
over financial reporting.
/s/ George C.W. Gatch
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George C.W. Gatch
President
March 5, 2004
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Date
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CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Patricia A. Maleski, certify that:
1. I have reviewed this report on Form N-CSR of the JPMorgan U.S. Small Company
Opportunities Fund (the "Fund"), a series of J.P. Morgan Funds;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other information
included in this report, fairly present in all material respects the financial
condition, results of operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of cash flows) of the
Fund as of, and for, the periods presented in this report;
4. The Fund's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940) and internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
for the Fund and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Fund, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which
this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
c) Evaluated the effectiveness of the Fund's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and
d) Disclosed in this report any change in the Fund's internal control
over financial reporting that occurred during the Fund's most recent
fiscal half-year (the Fund's second fiscal half-year in the case of
an annual report) that has materially affected, or is reasonably
likely to materially affect, the Fund's internal control over
financial reporting; and
5. The Fund's other certifying officer(s) and I have disclosed to the Fund's
auditors and the audit committee of the Fund's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Fund's ability to record,
process, summarize, and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Fund's internal control
over financial reporting.
/s/ Patricia A. Maleski
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Patricia A. Maleski
Treasurer
March 5, 2004
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Date