Exhibit l

                         CERTIFICATE OF SOLE SHAREHOLDER

     J.P. Morgan Investment Management, Inc., the holder of shares of beneficial
interest indicated below, par value $0.001 per share, of JPMorgan Intrepid
Growth Fund ("Growth Fund"), JPMorgan Intrepid Value Fund ("Value Fund"),
JPMorgan Intrepid All Cap Fund ("All Cap Fund") and JPMorgan Intrepid Investor
Fund ("Investor Fund"), each a series of J.P. Morgan Mutual Fund Series (the
"Trust"), does hereby confirm to the Trust its representation that it purchased
such shares for investment purposes, with no present intention of redeeming or
reselling any portion thereof.

                                         J.P. Morgan Investment Management, Inc.

                                         By: /s/ George Gatch
                                             ------------------
                                             George Gatch

Dated:  February 18, 2003



         NUMBER OF SHARES OF     NUMBER OF SHARES OF      NUMBER OF SHARES OF     NUMBER OF SHARES OF
             GROWTH FUND               VALUE FUND             ALL CAP FUND            INVESTOR FUND
             -----------               ----------             ------------            -------------
                                                                                     
                 1,667                      1,667                     1,667                   1,667