N-14AE

As filed with the Securities and Exchange Commission on September 29, 2004

Registration No.                  

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
o  Pre-Effective Amendment No.	o  Post-Effective Amendment No.
(Check appropriate box or boxes)

J.P. Morgan Mutual Fund Trust

(Exact Name of Registrant as Specified in Charter)

522 Fifth Avenue

New York, New York 10036

(Address of Principal Executive Offices)  (Zip code)

Registrant’s Telephone Number:  (800) 348-4782

George C.W. Gatch

522 Fifth Avenue

New York, New York 10036

(Name and Address of Agent for Service)

Copy to:

Scott E. Richter, Esq.
One Group_® Mutual Funds
1111 Polaris Parkway
Columbus,
Ohio 43271-0152 Alan G. Priest, Jr.
Ropes & Gray LLP
One Metro Center
700 12^th Street, NW
Suite 900
Washington, DC 20005 Jane A. Kanter, Esq.
Dechert LLP
1775 I Street, NW
Washington, DC 20006 John E. Baumgardner, Jr. Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York
10004 Nina O. Shenker, Esq.
J. P. Morgan
Investment
Management Inc.
522 Fifth Avenue
New York, NY 10036

Approximate Date of Proposed Public Offering:  As soon as practicable after this Registration Statement becomes effective.

It is proposed that this Registration Statement become effective on October 29, 2004 pursuant to Rule 488.

No filing fee is due because an indefinite number of shares has been deemed to be registered in reliance on Section 24(f) under the Investment Company Act of 1940, as amended.

One Group_® Mutual Funds

One Group Treasury Only Money Market Fund

One Group Institutional Prime Money Market Fund

(collectively, the “One Group Funds”)

Special Meeting of Shareholders to be held January 20, 2005

Dear Shareholder:

I am writing to ask for your vote on an important matter concerning your investment in the One Group Funds (“Your Fund”).  Your Fund’s Board of Trustees called a special meeting of shareholders of Your Fund scheduled for Thursday, January 20, 2005, at the offices of J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York  10036, at 9:00 a.m., Eastern time (“Meeting”).

The purpose of the Meeting is to seek shareholder approval for two fund reorganizations, which are among a series of initiatives that the Trustees of the One Group Funds have recently undertaken.  These initiatives follow the July 1, 2004 merger of Bank One Corporation, the former corporate parent of Banc One Investment Advisors Corporation (“BOIA”), One Group Dealer Services, Inc. (the “Distributor”), and One Group Administrative Services, Inc. (“OGA”) (investment advisor, distributor and administrator, respectively, to the One Group Mutual Funds), into JPMorgan Chase & Co., the corporate parent of J.P. Morgan Investment Management Inc. (“JPMIM”) (which serves as investment adviser to each series of the J.P. Morgan Mutual Fund Trust (“JPMorgan Funds”).  JPMorgan Chase Bank is the administrator, shareholder servicing agent and custodian to the JPMorgan Funds.  As a consequence of the merger, on that date BOIA, OGA and the Distributor became affiliates of both JPMIM and JPMorgan Chase Bank.  BOIA and JPMIM, however, will continue as separate investment advisory entities, for the foreseeable future, and will continue to provide investment advisory services to the One Group Funds and the JPMorgan Funds, respectively.

Under separate cover, you will also be receiving a proxy statement seeking your approval for certain initiatives relating to, among other things, (i) the election of trustees, (ii) the approval of a proposed Plan of Reorganization and Redomiciliation pursuant to which Your Fund will redomicile into a newly formed Delaware statutory trust in the event that the reorganization initiative for Your Fund described in these materials is not approved by shareholders, (iii) the approval of certain amendments to Your Fund’s organizational documents and (iv) changing certain fundamental investment restrictions and policies of the Funds. It is important that you vote both proxies.

As a result of these new affiliations, steps to integrate to the greatest extent possible the operations of the One Group Mutual Funds and the JPMorgan Funds have been actively considered over the course of several months in order to take advantage of potential operational and administrative efficiencies and to eliminate overlapping and duplicative product offerings.  At meetings held in August 2004 BOIA and OGA made proposals to the Board of Trustees of One Group Mutual Funds and JPMIM and JPMorgan Chase Bank made proposals to the Boards of the JPMorgan Funds in order to seek to achieve these goals.

On August 19, 2004, the Boards of Trustees of the JPMorgan Funds, and on August 12, 2004, the Board of Trustees of One Group Mutual Funds, each approved a series of initiatives that are designed to: (1) integrate the operations of the two fund complexes; (2) streamline the operations and product offerings of the two fund complexes; and (3) take advantage of potential economies of scale that may result.  The integration of the two fund complexes will include, among other things: (1) electing a single board of trustees and appointing common senior officers; (2) adopting a common fee structure; (3) eliminating overlapping or duplicative funds; (4) redomiciling to a single jurisdiction and single form of declaration of trust; (5)  proposing certain changes to fundamental investment restrictions and policies of some of the JPMorgan Funds and all of the One Group Funds; (6) engaging a common set of service providers; and (7) conforming redemption fee practices.  These initiatives are being implemented in a series of steps, the majority of which are expected to be effective February 19, 2005.  BOIA, JPMIM, OGA and the Distributor have contractually agreed to waive or reduce their fees or reimburse the expenses of each class of shares of the One Group Mutual Funds and the JPMorgan Funds,

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as needed, in order to ensure that for the One Group Funds, the net expense level for the funds following the mergers is at least as low as the net expense level currently in effect, if not lower, except for the Class S shares of One Group Institutional Prime Money Market Fund which will increase by 0.04% as a result of the common pricing structure, regardless of whether the Reorganization is approved.  These contractual fee waivers and/or reimbursements will stay in effect for at least one year from February 19, 2005. 

While not all do, a number of critical steps to implement these initiatives require shareholder approval.  The attached Proxy Statement/Prospectus seeks your approval of the following proposal that will be considered at the Meeting:

1.To approve or disapprove a proposed Agreement and Plan of Reorganization, pursuant to which Your Fund will transfer all of its assets and liabilities to the JPMorgan Fund listed opposite Your Fund’s name in the following chart in exchange for shares of the corresponding JPMorgan Fund (each a “Reorganization” and, collectively, the “Reorganizations”):

One Group Fund	JPMorgan Fund
One Group Treasury Only Money Market Fund*	JPMorgan 100% U.S. Treasury Securities Money Market Fund
One Group Institutional Prime Money Market Fund*	JPMorgan Prime Money Market Fund

*  To be renamed JPMorgan Treasury Only Money Market Fund and JPMorgan Institutional Prime Money Market Fund, respectively, if shareholders do not approve the applicable Reorganization Agreement.

If approved by shareholders, you will become a shareholder of Your Fund’s respective JPMorgan Fund on the date the Reorganization occurs.  No sales charges or redemption fees will be imposed as a result of the Reorganizations.  The Reorganizations are intended to be tax-free reorganizations for Federal income tax purposes; and

2.To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

After careful consideration, the Board of Trustees recommends that you vote “FOR” the proposal.

A Proxy Statement/Prospectus that describes the Reorganizations is enclosed.  Your vote is very important to us regardless of the number of shares you own.  Whether or not you plan to attend the Meeting in person, please read the Proxy Statement/Prospectus and cast your vote promptly.  It is important that your vote be received by no later than the time of the Meeting on January 20, 2005.  You may cast your vote by completing, signing and returning the enclosed proxy card by mail in the envelope provided.  If you have any questions, before you vote, please call (800) 480-4111.  We will get you the answers that you need promptly.

In addition to voting by mail you may also vote by either telephone or via the Internet, as follows:

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To vote by Telephone:	To vote by Internet:
(1) Read the Proxy Statement/Prospectus and have your proxy card at hand.	(1) Read the Proxy Statement/Prospectus and have your proxy card at hand.
(2) Call the 1-800 number that appears on your proxy card.	(2) Go to the website.
(3) Enter the control number set forth on the proxy card and follow the instructions.	(3) Enter the control number set forth on the proxy card and follow the instructions.

NOTE:  You may receive more than one proxy package if you hold shares in more than one account.  You must return separate proxy cards for separate holdings.  We have provided pre-addressed return envelopes for each, which require no postage if mailed in the United States.

Sincerely,

George C.W. Gatch

President

One Group_® Mutual Funds

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One Group_® Mutual Funds

One Group Treasury Only Money Market Fund

One Group Institutional Prime Money Market Fund

(collectively, the “One Group Funds”)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on January 20, 2005

To the Shareholders of
the One Group Funds:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the One Group Funds will be held at the offices of J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036, on Thursday, January 20, 2005, at 9:00 a.m., Eastern time (“Meeting”), for the following purpose:

(1)To approve or disapprove Agreements and Plans of Reorganization (each a “Reorganization Agreement”), each providing for (i) the acquisition of all of the assets and the assumption of all of the liabilities of a One Group Fund in exchange for shares of the corresponding JPMorgan Fund listed opposite its name in the following chart (each a “Reorganization” and, collectively, the “Reorganizations”) and (ii) the subsequent liquidation of the One Group Fund; and

One Group Fund	JPMorgan Fund
One Group Treasury Only Money Market Fund*	JPMorgan 100% U.S. Treasury Securities Money Market Fund
One Group Institutional Prime Money Market Fund*	JPMorgan Prime Money Market Fund

*  To be renamed JPMorgan Treasury Only Money Market Fund and JPMorgan Institutional Prime Money Market Fund, respectively, if shareholders do not approve the applicable Reorganization Agreement.

(2)To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof.

The Board of Trustees has fixed the close of business on October 27, 2004, as the record date for determination of shareholders entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

EACH SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IN PERSON IS REQUESTED TO DATE, FILL IN, SIGN AND RETURN PROMPTLY THE ENCLOSED FORM OF PROXY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR TO FOLLOW THE INSTRUCTIONS ON THE PROXY CARD IN ORDER TO VOTE BY TELEPHONE OR INTERNET AS SOON AS POSSIBLE.

	By Order of the Board of Trustees,
	Scott E. Richter
	Secretary
, 2004

PROXY STATEMENT/PROSPECTUS

October 29, 2004

PROXY STATEMENT FOR:

One Group_® Mutual Funds
One Group Treasury Only Money Market Fund
One Group Institutional Prime Money Market Fund
(collectively, the “One Group Funds”)
1111 Polaris Parkway
Columbus, Ohio 43271-1235
(800) 480-4111

PROSPECTUS FOR:

J.P. Morgan Mutual Fund Trust
JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan Prime Money Market Fund
(collectively, the “JPMorgan Funds”)
522 Fifth Avenue
New York, New York 10036
(800) 348-4782

This combined Proxy Statement and Prospectus (“Proxy Statement/Prospectus”) is being furnished in connection with the solicitation of proxies by the Board of Trustees (“Board”) of the One Group Mutual Funds for a Special Meeting of Shareholders of the One Group Funds (“Meeting”).  The Meeting will be held on Thursday, January 20, 2005, at 9:00 a.m., Eastern time, at the offices of J.P. Morgan Investment Management Inc. (“JPMIM”), 522 Fifth Avenue, New York, New York 10036.

At the Meeting, shareholders of the One Group Funds will be asked to consider and act upon the following proposal:

(1)To approve or disapprove Agreements and Plans of Reorganization (each a “Reorganization Agreement”), each providing for (i) the acquisition of all of the assets and the assumption of all of the liabilities of a One Group Fund in exchange for shares of the corresponding JPMorgan Fund listed opposite its name in the following chart (each a “Reorganization” and, collectively, the “Reorganizations”), and (ii) the subsequent liquidation of the One Group Fund; and

One Group Fund	JPMorgan Fund
One Group Treasury Only Money Market Fund*	JPMorgan 100% U.S. Treasury Securities Money Market Fund
One Group Institutional Prime Money Market Fund*	JPMorgan Prime Money Market Fund

*  To be renamed JPMorgan Treasury Only Money Market Fund and JPMorgan Institutional Prime Money Market Fund, respectively, if shareholders do not approve the applicable Reorganization Agreement.

(2)To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

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Each Reorganization Agreement contemplates the transfer of all of the assets and the assumption of all of the liabilities of a One Group Fund in exchange for shares of its respective JPMorgan Fund having an aggregate net asset value equal to the aggregate net asset value of the respective One Group Fund.  Each One Group Fund would then distribute to its shareholders the portion of the shares of the corresponding JPMorgan Fund portfolio to which each such shareholder is entitled.  This would result in the liquidation of each of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund (collectively, the “One Group Funds”).

Under each proposed Reorganization Agreement, each shareholder of the One Group Funds would be entitled to receive shares of the corresponding JPMorgan Fund having an aggregate net asset value equal to the aggregate net asset value of the shares of the One Group Fund held by that shareholder, as of the close of business on the business day of the closing of the Reorganization.  You are being asked to approve a Reorganization Agreement pursuant to which a Reorganization transaction would be accomplished.  Because shareholders of the One Group Funds are being asked to approve a transaction that will result in their holding shares of the JPMorgan Funds, this Proxy Statement also serves as a Prospectus for the JPMorgan Funds.

The One Group Funds offer three classes of shares: I, S and Administrative.  JPMorgan 100% U.S. Treasury Securities Money Market Fund will offer six classes of shares:  Institutional, Morgan, Premier, Reserve, Agency and Capital.  JPMorgan Prime Money Market Fund will offer ten classes of shares:  B, C, Select, Institutional, Morgan, Premier, Reserve, Agency, Cash Management and Capital.

If a Reorganization Agreement is approved by shareholders of a One Group Fund, holders of Class I (to be renamed Capital Class) shares of the One Group Fund will receive Capital Class shares (a newly created share class) of the JPMorgan Fund.  Holders of Class S (to be renamed Premier Class) shares of the One Group Fund will receive Premier Class shares of the JPMorgan Fund.  Holders of Administrative Class (to be renamed Agency Class) shares of the One Group Fund will receive Agency Class shares of the JPMorgan Fund.  No redemption fee will be imposed as a result of the Reorganization.

The Reorganizations are being structured as Federal tax-free reorganizations.  See “INFORMATION ABOUT THE REORGANIZATIONS—Federal Income Tax Consequences.”  Shareholders should consult their tax advisors to determine the actual impact of a Reorganization in light of their individual tax circumstances.

The One Group Funds and the JPMorgan Funds are each series of open-end management investment companies.  The investment objectives and primary investment strategies of each of the One Group Funds are similar to those of its corresponding JPMorgan Fund.  There are, however, certain differences in investment policies, which are described under “COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND PRINCIPAL RISKS OF INVESTING IN THE FUNDS” in this Proxy Statement/Prospectus.

This Proxy Statement/Prospectus, which should be retained for future reference, sets forth concisely the information about the JPMorgan Funds that a prospective investor should know before investing.  A Statement of Additional Information (“SAI”) dated October 29, 2004 relating to this Proxy Statement/Prospectus and the Reorganizations is incorporated by reference into this Proxy Statement/Prospectus.  You may receive a copy of the SAI relating to this Proxy Statement/Prospectus without charge by contacting the JPMorgan Funds at (800) 348-4782, or by writing the JPMorgan Funds at 522 Fifth Avenue, New York, New York 10036.

For more information regarding the One Group Funds, see the prospectuses and SAI for One Group Treasury Only Money Market Fund dated October 29, 2004 and One Group Institutional Prime Money Market Fund dated October 29, 2004, which have been filed with the Securities and Exchange Commission (“SEC”) and which are incorporated herein by reference.  The annual reports for the One Group Funds for the twelve months ended June 30, 2004, which highlight certain important information such as investment results and financial information and which have been filed with the SEC, are incorporated herein by reference.  You may receive a copy of the prospectuses, SAI and annual reports without charge by contacting One Group Funds at (800) 480-4111 or by writing to the One Group Funds at the address listed on the cover page of this Proxy Statement/Prospectus.

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For more information regarding JPMorgan 100% U.S Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund, see the prospectuses and SAI for each of the Funds filed                , 2004, which have been filed with the SEC.  The annual reports for the twelve months ended August 31, 2003 and the semi-annual reports for the six months ended February 29, 2004, which highlight certain important information such as investment results and financial information, have been filed with the SEC.  You may receive a copy of the prospectuses, SAI, annual reports and semi-annual reports without charge by contacting the JPMorgan Funds at (800) 348-4782 or by writing the JPMorgan Funds at 522 Fifth Avenue, New York, New York 10036.

In addition, you can copy and review any of the above-referenced documents at the SEC’s Public Reference Room in Washington, D.C.  You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 942-8090.  Reports and other information about each of the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov.  You may obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 450 Fifth Street, Washington D.C. 20549-0102.

Accompanying this Proxy Statement/Prospectus as Appendix A is a copy of the form of Reorganization Agreement pertaining to each transaction.

AN INVESTMENT IN THE JPMORGAN FUNDS IS NOT A DEPOSIT OF JPMORGAN CHASE & CO. OR ANY OF ITS AFFILIATES OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE SHARES OF THE FUNDS AS AN INVESTMENT OR DETERMINED WHETHER THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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TABLE OF CONTENTS

PROPOSAL NO. 1
COMMON QUESTIONS AND ANSWERS ABOUT THE PROPOSED REORGANIZATIONS
SUMMARY
	Proposed Reorganizations
	Effect of Proposed Reorganizations and Redomiciliation of the JPMorgan Funds
	Comparison of Investment Objectives and Primary Investment Strategies
	Comparison of Fees and Expenses
	Comparison of Sales Load, Distribution and Shareholder Servicing Arrangements
	Comparison of Purchase, Redemption and Exchange Policies and Procedures
COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND PRINCIPAL RISKS OF INVESTING IN THE FUNDS
INFORMATION ABOUT THE REORGANIZATIONS
	The Reorganization Agreements
	Description of the JPMorgan Funds’ Shares
	Reasons for the Reorganizations and Board Considerations
	Federal Income Tax Consequences
INFORMATION ABOUT MANAGEMENT OF THE JPMORGAN FUNDS
	The Adviser
	Additional Compensation to Financial Intermediaries
	Performance of the JPMorgan Funds
ADDITIONAL INFORMATION ABOUT THE ONE GROUP FUNDS AND THE JPMORGAN FUNDS
	Financial Highlights
	Distributor
	Administrator
FORM OF ORGANIZATION
CAPITALIZATION
DIVIDENDS AND DISTRIBUTIONS
OTHER BUSINESS
SHAREHOLDER COMMUNICATIONS WITH THE BOARD

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VOTING INFORMATION
	Proxy Solicitation
	Quorum
	Vote Required
	Effect of Abstentions and Broker “Non-Votes”
	Adjournments
	Shareholder Voting Rights
	Future Shareholder Proposals
	Record Date And Outstanding Shares
LEGAL MATTERS
APPENDIX A – Form of Agreement and Plan of Reorganization
APPENDIX B – How Your Account Works
APPENDIX C – Comparison of Investment Objectives and Primary Investment Strategies
APPENDIX D – Financial Highlights of the JPMorgan Funds
APPENDIX E – Similarities and Differences in the Forms of Organization of the JPMorgan Trust I, One Group Funds and JPMorgan Funds
APPENDIX F – Legal Proceedings and Additional Fee Information

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PROPOSAL NO. 1

APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION

COMMON QUESTIONS AND ANSWERS ABOUT THE PROPOSED REORGANIZATIONS

Q.How will a Reorganization affect me?

A.Under the terms of each Reorganization, the assets of each of the One Group Funds will be combined with those of the corresponding JPMorgan Fund and you will become a shareholder of the JPMorgan Fund.  Following the Reorganization, you will receive shares of the corresponding JPMorgan Fund that are equal in aggregate net asset value to the shares of the One Group Fund that you held immediately prior to the closing of the Reorganization.  (Shareholders of Class I (to be renamed Capital Class) shares, Class S (to be renamed Premier Class) shares and Administrative Class (to be renamed Agency Class) shares of the One Group Funds will receive Capital Class (a newly created share class), Premier Class and Agency Class shares, respectively, of the corresponding JPMorgan Fund.)

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Q.Why is each Reorganization being recommended?

A.On July 1, 2004, Bank One Corporation, the former corporate parent of BOIA, the Distributor, and OGA, merged into JPMorgan Chase & Co.  BOIA, the Distributor and OGA are the investment advisor, the distributor and the administrator, respectively, to One Group Mutual Funds.  As a consequence of the merger, on that date BOIA, OGA and the Distributor became affiliates of both J.P. Morgan Investment Management Inc. (“JPMIM”) and JPMorgan Chase Bank.  JPMIM is the investment adviser to the JPMorgan Funds, and JPMorgan Chase Bank is the administrator, shareholder servicing agent and custodian to the JPMorgan Funds.  

As a result of these new affiliations, steps to integrate to the greatest extent possible the operations of One Group Mutual Funds and JPMorgan Funds have been actively considered over the course of the past several months in order to take advantage of potential operational and administrative efficiencies and to eliminate overlapping or duplicative product offerings. BOIA and JPMIM, however, will continue as separate investment advisory entities for the foreseeable future, and will continue to provide investment advisory services to the One Group Funds and the JPMorgan Funds, respectively.

We also believe that the One Group Funds and the corresponding JPMorgan Funds have similar investment objectives and policies, as described in detail below.  The Reorganizations will result in combining the assets of these Funds and consolidating their operations.

Also see below for a discussion regarding any impact on fees that you will pay.

Q.How will the Reorganization affect the fees to be paid by the JPMorgan Funds, and how do they compare to the fees payable by the One Group Funds?

A.The Reorganization itself will not affect the contractual fees to be paid by the JPMorgan Funds or the One Group Funds.  However, other components of the integration efforts approved by the Boards of the One Group Funds and the JPMorgan Funds in August 2004 will result in changes to the fees for both the JPMorgan Funds and the One Group Funds, regardless of whether the Reorganization is approved.

On August 12, 2004, the Board of Trustees of the One Group Funds approved a series of proposals designed to facilitate the integration of the One Group Funds with the JPMorgan Funds into a single fund family in which all of the funds have a common pricing structure.  As a result of this change, investment advisory fees between the two complexes were standardized, a common asset-based complex-wide administration fee schedule was adopted to apply to the newly-expanded fund complex, shareholder servicing fees were standardized by class and a common commission and CDSC schedule was adopted.  In some instances, total gross contractual fees increased.

The investment adviser, the Distributor and OGA have, however, contractually agreed to waive fees or reduce their fees or reimburse the expenses for at least one year following the Reorganization in an amount that would ensure that the lowest net expense rate for each class is maintained except for Class S Shares of One Group Institutional Prime Money Market Fund (which corresponds to the Premier Class of the JPMorgan Prime Money Market Fund), the Total Net Annual Operating Expense level of which will increase by 0.04% and the Select Share Class which will increase by 0.01% if the Reorganization is approved.

Pro forma fee and expense information is included for your reference in this Proxy Statement/Prospectus.

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Q.Will I have to pay any sales load, commission, redemption fee, or other transactional fee in connection with a Reorganization? 

A.No.  The full value of your shares of the One Group Funds will be exchanged for shares of the indicated class of the corresponding JPMorgan Fund without any sales load, commission, redemption fee, or other transactional fee being imposed.  JPMIM and BOIA will bear all of the expenses of both Funds in connection with the Reorganization, except for brokerage fees and brokerage expenses associated with the Reorganization which will be borne by the Funds. 

Q.Will I have to pay any Federal income taxes as a result of a Reorganization?

A.Each transaction is intended to qualify as a tax-free reorganization for Federal income tax purposes.  Assuming a Reorganization qualifies for such treatment, shareholders will not recognize taxable gain or loss for Federal income tax purposes as a result of a Reorganization.  As a condition to the closing of each Reorganization, each One Group Fund will receive an opinion of legal counsel to the effect that the Reorganization will qualify as a tax-free reorganization for Federal income tax purposes.  You should separately consider any state, local and other tax consequences in consultation with your tax advisor.  Opinions of legal counsel are not binding on the Internal Revenue Service or the courts. 

Q.What happens if a Reorganization Agreement is not approved?

AWhile you are being asked to consider a Reorganization, shareholders of each of the JPMorgan Funds are simultaneously being asked to consider, among other things, (i) the reorganization and redomiciliation of the JPMorgan Funds as series of JPMorgan Trust I, a newly-created Delaware statutory trust, and (ii) changes to a fundamental investment restriction of the JPMorgan Funds.  If shareholders of the JPMorgan Funds approve the reorganization and redomiciliation, and shareholders of each of the One Group Funds approve a respective Reorganization, immediately following the closing of the Reorganization, the JPMorgan Funds will be reorganized and redomiciled as series of JPMorgan Trust I.  Thus, you will be a shareholder of a series of JPMorgan Trust I following a Reorganization.  If, on the other hand, shareholders of each of the One Group Funds approve a Reorganization, but shareholders of the JPMorgan Funds do not approve the reorganization and redomiciliation of their individual funds, following the Reorganization the JPMorgan Funds will remain series of J.P. Morgan Mutual Fund Trust and you will be a shareholder of a series of J.P. Morgan Mutual Fund Trust and not of JPMorgan Trust I.

While the One Group Funds and the JPMorgan Funds currently have substantially similar fundamental investment restrictions and policies, to the extent shareholders of the JPMorgan Funds approve changes to the fundamental investment restrictions of those funds, the fundamental investment restrictions of the One Group Funds may vary from the fundamental investment restrictions of the JPMorgan Funds.  The proposed changes in the JPMorgan Funds’ fundamental investment policies and/or restrictions are intended to simplify, streamline and standardize certain of the fundamental investment policies and/or restrictions of the funds, that are required by the Investment Company Act of 1940, as amended (“1940 Act”), and/or eliminate certain policies that are not required by the 1940 Act, while at the same time providing added flexibility to respond to future legal, regulatory, market or technical changes. See “Comparison of Investment Objectives, Strategies and Principal Risks of Investing in the Funds” below for additional information on the proposed changes.  Although the proposed changes to certain investment policies and/or restrictions of the JPMorgan Funds will allow the JPMorgan Funds greater flexibility to respond to future investment opportunities, the Board of the JPMorgan Funds does not anticipate that the changes, either individually or in the aggregate, will result in any material change in the level of investment risk associated with investing in the JPMorgan Funds or the manner in which the JPMorgan Funds are managed.  Shareholders of the JPMorgan Funds will be asked to vote on these proposals at shareholder meetings scheduled to be held January 20, 2005.

If a Reorganization Agreement is not approved by shareholders of an Acquired Fund, then you will remain a shareholder of the current series of your existing investment company.  You will, however, become a shareholder of a newly formed Delaware statutory trust if the separate Plan of Reorganization and Redomiciliation of your Acquired Fund, contained in the separate proxy, is approved.  You will remain a shareholder in your fund as a series of its current trust if neither a Reorganization Agreement nor the Plan of Reorganization is approved.  Regardless of whether either reorganization is approved, the new pricing structure will be adopted.

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SUMMARY

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Proxy Statement/Prospectus and the Agreements and Plans of Reorganization (each a “Reorganization Agreement”), the form of which is attached to this Proxy Statement/Prospectus as Appendix A.

PROPOSED REORGANIZATIONS

At a meeting held on August 12, 2004, the Board of Trustees of the One Group Funds approved the Reorganization Agreements.  Subject to the approval of the shareholders of the One Group Funds, the Reorganization Agreements provide for:

•the transfer of all of the assets and the assumption of all of the liabilities of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund (collectively, the “One Group Funds”) in exchange for shares of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund, respectively, (collectively, the “JPMorgan Funds”) having an aggregate net asset value equal to the aggregate net asset value of the shares of the One Group Funds held by that shareholder; and

•the complete liquidation of the One Group Funds.

The Reorganizations are scheduled to be effective upon the close of business on February 18, 2005, or on a later date as the parties may agree (“Closing Date”).  As a result of a Reorganization, each shareholder of the One Group Funds will become the owner of the number of full and fractional shares of the corresponding JPMorgan Fund having an aggregate net asset value equal to the aggregate net asset value of the shareholder’s One Group Fund shares as of the close of business on the Closing Date.  Shareholders of Class I (to be renamed Capital Class) shares, Class S (to be renamed Premier Class) shares and Administrative Class (to be renamed Agency Class) shares of the One Group Funds will receive Capital Class (a newly created share class), Premier Class and Agency Class shares, respectively, of the JPMorgan Funds.  See “INFORMATION ABOUT THE REORGANIZATIONS” below.  For more information about the characteristics of the classes of shares offered by the Funds see “COMPARISON OF SALES LOAD, DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS” below as well as “How to Do Business with the Funds” in Appendix B.

For the reasons set forth below under “INFORMATION ABOUT THE REORGANIZATIONS - Reasons for the Reorganizations and Board Considerations,” the Board, including all of the Trustees not deemed to be “interested persons” of the One Group Funds pursuant to Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”) (“Independent Trustees”), has concluded that each Reorganization would be in the best interests of each of the One Group Funds and that the interests of each of the One Group Fund’s existing shareholders would not be diluted as a result of a Reorganization, and therefore has submitted a Reorganization Agreement for approval to you, the shareholders of the One Group Funds.  The Board recommends that you vote “FOR” the proposed Reorganization Agreement effecting the Reorganization.  The Board of Trustees of the JPMorgan Funds has also approved a Reorganization on behalf of the corresponding JPMorgan Funds.

For each of the One Group Funds, approval of the relevant Reorganization Agreement will require, if a quorum is present at the Meeting, the affirmative vote of a majority of the outstanding voting securities of the One Group Fund, which is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the One Group Fund are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of the One Group Fund.  See “VOTING INFORMATION” below.  Prior to completion of each Reorganization, each One Group Fund will have received from Dechert LLP an opinion to the effect that the respective Reorganization will qualify as a tax-free reorganization for Federal income tax purposes. Accordingly, no gain or loss will be recognized by the One Group Funds or their shareholders as a result of any Reorganization, and the aggregate tax basis of the JPMorgan Fund shares received by each One Group Fund shareholder will be the same as the aggregate tax basis of the shareholder’s One Group Fund shares. At any time prior to the consummation of the Reorganization, a shareholder may redeem shares. For more information about the Federal income tax consequences of the Reorganization see “INFORMATION ABOUT THE REORGANIZATIONS—Federal Income Tax Consequences” below.

4

EFFECT OF PROPOSED REORGANIZATIONS AND REDOMICILIATION OF THE JPMORGAN FUNDS

After actively considering this and other proposals over the past several months, at a meeting held on August 19, 2004, the Board of Trustees of the JPMorgan Funds approved a Plan of Reorganization and Redomiciliation Agreement (the “JPMorgan Redomiciliation Agreement”) pursuant to which each JPMorgan Fund would become a series of JPMorgan Trust I, a newly-created Delaware statutory trust.   If shareholders of the JPMorgan Funds approve the JPMorgan Redomiciliation Agreement, all of the assets of the JPMorgan Funds will be exchanged for a number of shares of a corresponding series of JPMorgan Trust I representing the same aggregate net asset value.  If shareholders approve the JPMorgan Redomiciliation Agreement, it is expected that the transfer would occur on or about February 18, 2005, immediately following the Reorganizations.

If shareholders of the One Group Funds approve the Reorganization Agreements, and the shareholders of the corresponding JPMorgan Funds approve the reorganization and redomiciliation of the JPMorgan Funds, shareholders of the One Group Funds will become shareholders of a series of JPMorgan Trust I on or about February 18, 2005.  On the other hand, if shareholders of a One Group Fund approve a Reorganization Agreement, but the shareholders of the corresponding JPMorgan Fund do not approve the reorganization and redomiciliation, shareholders of the One Group Fund will become shareholders of the JPMorgan Fund upon the closing of the Reorganization and the JPMorgan Funds will remain series of the J.P. Morgan Mutual Fund Trust.  The proposed redomiciliation is intended to be a tax-free event for Federal income tax purposes.  Unless otherwise specifically noted, the series of JPMorgan Trust I, into which the JPMorgan Funds will redomicile, will be substantially similar to the JPMorgan Funds.

Please note that JPMorgan Trust I is a Delaware statutory trust whereas J.P. Morgan Mutual Fund Trust and One Group Mutual Funds are Massachusetts business trusts.  If both the reorganization and redomiciliation of the JPMorgan Funds are approved and completed, you will become a shareholder of a series of a Delaware statutory trust.  Certain differences and similarities among the trusts discussed in this Proxy Statement/Prospectus are highlighted in Appendix E.

COMPARISON OF INVESTMENT OBJECTIVES AND PRIMARY INVESTMENT STRATEGIES

This section will help you compare the investment objectives and primary investment strategies of the One Group Funds and the JPMorgan Funds.  Please be aware this is only a brief discussion.  A chart providing a side-by-side comparison of the Funds’ investment objectives and primary investment strategies can be found in Appendix C.  Additionally, more information can be found in each Fund’s prospectus.

One Group Treasury Only Money Market Fund and JPMorgan 100% U.S. Treasury Securities Money Market Fund

The investment objectives of each Fund are similar.  The investment objective of One Group Treasury Only Money Market Fund is to seek high current income with liquidity and stability of principal with the added assurance of a Fund that does not purchase securities that are subject to repurchase agreements.  The investment objective of JPMorgan 100% U.S. Treasury Securities Money Market Fund is to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.  The investment objective of JPMorgan 100% U.S. Treasury Securities Money Market Fund may be changed without shareholder approval.

The primary investment strategies of each Fund are also similar.  Both Funds invest exclusively in short-term U.S. Treasury bills, notes and bonds.  All securities purchased by the Funds mature in 397 days or less as determined under Rule 2a-7 (relating to money market funds) under the 1940 Act.  In addition, the dollar-weighted average maturity of the portfolio of each Fund is 90 days or less.

The primary difference between the Funds is that One Group Treasury Only Money Market Fund may lend its securities.

5

One Group Institutional Prime Money Market Fund and JPMorgan Prime Money Market Fund

The investment objectives of each Fund are similar.  The investment objective of One Group Institutional Prime Money Market Fund is to seek current income with liquidity and stability of principal.  The investment objective of JPMorgan Prime Money Market Fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital.  The investment objective of JPMorgan Prime Money Market Fund may be changed without shareholder approval.

The primary investment strategies of each Fund are also similar.  Both Funds invest in high-quality, short-term money market instruments which are issued and payable in U.S. dollars.  Each Fund’s portfolio must also meet the requirements of Rule 2a-7 (relating to money market funds) of the 1940 Act.  The dollar-weighted average maturity of One Group Institutional Prime Money Market Fund’s portfolio will generally be 90 days or less.  The dollar-weighted average maturity of JPMorgan Prime Money Market Fund’s portfolio will generally be 60 days or less.

The primary differences between the Funds are that, although each may invest in securities issued by companies in the financial services industry, One Group Institutional Prime Money Market Fund will invest, under normal circumstances, at least 25% of its total assets in such securities and JPMorgan Prime Money Market Fund invests at least 25% of its total assets in the banking industry, and JPMorgan Prime Money Market Fund may invest in foreign securities.

COMPARISON OF FEES AND EXPENSES

As noted earlier, the Reorganizations are but one part of a series of initiatives recommended by BOIA and JPMIM and approved by the Boards of the One Group Funds and the JPMorgan Funds.  These initiatives are designed to: (1) integrate the operations of the two fund complexes; (2) streamline the operations and product offerings of the two fund complexes; and (3) take advantage of potential economies of scale that may result.  The integration of the two fund complexes will include, among other things, adopting a common fee structure, eliminating overlapping or duplicative funds, redomiciling to a single jurisdiction and single form of declaration of trust, electing a single board of trustees and appointing common senior officers, proposing certain changes to fundamental investment restrictions and policies of some of the funds, engaging a common set of service providers and conforming redemption fee practices.  With the exception of the administration fee, the components of the common fee structure are set forth separately in the Annual Fund Operating Expense tables below. 

These initiatives are being implemented in a series of steps, the majority of which are expected to be effective February 19, 2005.  Collectively, these  initiatives may result in potential economies of scale.  Further, JPMIM, BOIA, the Distributor and OGA have contractually agreed to waive fees or reduce its fees or reimburse the expenses for at least one year following the Reorganization in an amount that would result in a Total Net Annual Operating Expense level for each class of each Fund that is at least as low as the Total Net Annual Operating Expense level currently in effect, if not lower, except for Class S shares of One Group Institutional Prime Money Market Fund (which corresponds to the Premier Class of JPMorgan Prime Money Market Fund), the Total Net Annual Operating Expense level of which will increase by 0.04% and the Select Share Class which will increase by 0.01% as a result of the common pricing structure, regardless of whether the Reorganization is approved.

6

Because the various integration initiatives, including specifically the common fee structure, will be implemented effective February 19, 2005 (regardless of whether a Reorganization is approved by shareholders) the following tables (1) compare the estimated fees and expenses of each class of each Fund, as of February 19, 2005, giving effect to the implementation of all of the integration initiatives, including the common fee structure, except the Reorganization, and (2) show the estimated fees and expenses for each class of each combined Fund, on a pro forma basis, as if the Reorganizations occurred on February 19, 2005.

The last footnote to each fee table presents each Fund’s current operating expenses. In the context of the Reorganizations, this information is provided merely as a convenience to shareholders so that they may have a basis to compare a Fund’s estimated operating expenses (as of February 19, 2005) with the Fund’s current operating expenses. Shareholders should understand, however, that any such comparison is limited by the fact that the presentation of current operating expenses in this Proxy Statement/Prospectus does not include all disclosures relating to the waivers and/or expense reimbursements. That information can be found in each Fund’s current prospectus.

One Group Treasury Only Money Market Fund and JPMorgan 100% U.S. Treasury Securities Money Market Fund

The Annual Fund Operating Expenses tables and Example tables shown below are both based on fees and expenses in effect for the period commencing February 19, 2005.

	One Group Treasury Only Money Market Fund		JPMorgan 100% U.S. Treasury Securities Money Market Fund		Combined Pro Forma
	(Class I Shares)+		(Capital Class Shares)+		(Capital Class Shares)
Class I Shares/Capital Class Shares
SHAREHOLDER FEES (fees paid directly from your investment) (1)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original offering price or redemption proceeds,  as applicable)	None		None		None
Redemption Fee	None		None		None
Exchange Fee	None		None		None
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)++
Investment Advisory Fees	0.08	%	0.08	%	0.08	%
Distribution (12b-1) Fees	None		None		None
Shareholder Service Fees	0.05	%	0.05	%	0.05	%
Other Expenses	0.09	%	0.10	%	0.10	%
Total Annual Fund Operating Expenses	0.22	%	0.23	%	0.23	%
Fee Waiver and/or Expense Reimbursement	(0.08	)%(2)	(0.09	)%(3)	(0.09	)%(3)
Net Expenses	0.14	%	0.14	%	0.14	%

+              Class I Shares will be renamed Capital Class shares.  Capital Class is a newly created class of JPMorgan 100% U.S. Treasury Securities Money Market Fund.  “Other Expenses” are based on estimates.

(1)           If you buy or sell shares through a Financial Intermediary, you may be charged separate transaction fees by the Financial Intermediary.  In addition, an annual $10.00 sub-minimum account fee may be applicable.

(2)           BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses) to 0.14% of the Fund’s average daily net assets for Class I shares from February 19, 2005 through February 19, 2006.

(3)           JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.14% of the Fund’s average daily net assets for Capital Class shares from February 19, 2005 through February 19, 2006.

That information can be found in each Fund’s current prospectus.

7

++Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005.  Shown below are current annual fund operating expenses.

CURRENT ANNUAL FUND OPERATING EXPENSES	One Group Treasury Only Money Market Fund		JPMorgan 100% U.S. Treasury Securities Money Market Fund
	(Class I Shares)		(Capital Class Shares)*
Investment Advisory Fees	0.08	%	N/A
Distribution (12b-1) Fees	None		N/A
Shareholder Service Fees	None		N/A
Other Expenses	0.06	%	N/A
Total Annual Fund Operating Expenses	0.14	%	N/A
Fee Waiver and/or Expense Reimbursement	0.00	%	N/A
Net Expenses	0.14	%	N/A

*The inception of Capital Class Shares of JPMorgan 100% U.S. Treasury Securities Money Market Fund is expected to occur on or about February 18, 2005.

	One Group Treasury Only Money Market Fund		JPMorgan 100% U.S. Treasury Securities Money Market Fund		Combined Pro Forma
	(Class S Shares)+		(Premier Class Shares)		(Premier Class Shares)
Class S Shares/Premier Class Shares
SHAREHOLDER FEES (fees paid directly from your investment) (1)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original offering price or redemption proceeds, as applicable)	None		None		None
Redemption Fee	None		None		None
Exchange Fee	None		None		None
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)++
Investment Advisory Fees	0.08	%	0.08	%	0.08	%
Distribution (12b-1) Fees	None		None		None
Shareholder Service Fees	0.30	%	0.30	%	0.30	%
Other Expenses	0.09	%	0.10	%	0.10	%
Total Annual Fund Operating Expenses	0.47	%	0.48	%	0.48	%
Fee Waiver and/or Expense Reimbursement	(0.08	)%(2)	(0.02	)%(3)	(0.09	)%(4)
Net Expenses	0.39	%	0.46	%	0.39	%

8

+Class S Shares will be renamed Premier Class Shares.

(1)If you buy or sell shares through a Financial Intermediary, you may be charged separate transaction fees by the Financial Intermediary.  In addition, an annual $10.00 sub-minimum account fee may be applicable.

(2)BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses) to 0.39% of the Fund’s average daily net assets for Class S shares from February 19, 2005 through February 19, 2006. 

(3)JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.46% of the Fund’s average daily net assets for Premier Class shares from February 19, 2005 through February 19, 2006. 

(4)JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.39% of the Fund’s average daily net assets for Premier Class shares from February 19, 2005 through February 19, 2006. 

++Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005.  Shown below are current annual fund operating expenses.

CURRENT ANNUAL FUND OPERATING EXPENSES	One Group Treasury Only Money Market Fund		JPMorgan 100% U.S. Treasury Securities Money Market Fund
	(Class S Shares)		(Premier Class Shares)
Investment Advisory Fees	0.08	%	0.10	%
Distribution (12b-1) Fees	None		None
Shareholder Service Fees	0.25	%	0.25	%
Other Expenses	0.06	%	0.12	%
Total Annual Fund Operating Expenses	0.39	%	0.47	%
Fee Waiver and/or Expense Reimbursement	0.00	%	(0.01	)%
Net Expenses	0.39	%	0.46	%

	One Group Treasury Only Money Market Fund		JPMorgan 100% U.S. Treasury Securities Money Market Fund		Combined Pro Forma
	(Administrative Class Shares)+		(Agency Class Shares)		(Agency Class Shares)
Administrative Class Shares/Agency Class Shares
SHAREHOLDER FEES (fees paid directly from your investment (1)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original offering price or redemption proceeds, as applicable)	None		None		None
Redemption Fee	None		None		None
Exchange Fee	None		None		None
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)++
Investment Advisory Fees	0.08	%	0.08	%	0.08	%
Distribution (12b-1) Fees	None		None		None
Shareholder Service Fees	0.15	%	0.15	%	0.15	%
Other Expenses	0.09	%	0.10	%	0.10	%
Total Annual Fund Operating Expenses	0.32	%	0.33	%	0.33	%
Fee Waiver and/or Expense Reimbursement	(0.08	)%(2)	(0.08	)%(3)	(0.09	)%(4)
Net Expenses	0.24	%	0.25	%	0.24	%

9

+Administrative Class Shares will be renamed Agency Class Shares.

(1)If you buy or sell shares through a Financial Intermediary, you may be charged separate transaction fees by the Financial Intermediary.  In addition, an annual $10.00 sub-minimum account fee may be applicable.

(2)BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses) to 0.24% of the Fund’s average daily net assets for Administrative Class shares from February 19, 2005 through February 19, 2006. 

(3)JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.25% of the Fund’s average daily net assets for Agency Class shares from February 19, 2005 through February 19, 2006. 

(4)JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.24% of the Fund’s average daily net assets for Agency Class shares from February 19, 2005 through February 19, 2006. 

++Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005.  Shown below are current annual fund operating expenses.

CURRENT ANNUAL FUND OPERATING EXPENSES	One Group Treasury Only Money Market Fund		JPMorgan 100% U.S. Treasury Securities Money Market Fund
	(Administrative Class Shares)		(Agency Class Shares)
Investment Advisory Fees	0.08	%	0.10	%
Distribution (12b-1) Fees	None		None
Shareholder Service Fees	0.10	%	0.10	%
Other Expenses	0.06	%	0.12	%
Total Annual Fund Operating Expenses	0.24	%	0.32	%
Fee Waiver and/or Expense Reimbursement	0.00	%	(0.07	)%
Net Expenses	0.24	%	0.25	%

Example

The following Example is intended to help you compare the cost of investing in One Group Treasury Only Money Market Fund, JPMorgan 100% U.S. Treasury Securities Money Market Fund and the Combined Fund.

The Example assumes that you invest $10,000 in each Fund and in the Combined Fund after the Reorganization for the time periods indicated and reflects what you would pay if you close your account at the end of each of the time periods shown.  The Example also assumes:

•5% return each year;

•net expenses through the expiration of each Fund’s and the Combined Fund’s contractual caps, respectively, and total annual operating expenses thereafter; and

•all dividends and distributions are reinvested.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Class I Shares/Capital Class Shares

	1 year		3 years		5 years		10 years
One Group Treasury Only Money Market Fund (Class I Shares) (1)	$	14	$	63	$	116	$	272
JPMorgan 100% U.S. Treasury Securities Money Market Fund (Capital Class Shares) (1)	$	14	$	65	$	120	$	284
Pro Forma:  Combined Fund (Capital Class Shares) (1)	$	14	$	65	$	120	$	284

10

(1)           After fee waivers and/or expense reimbursements.

Class S Shares/Premier Class Shares

	1 year		3 years		5 years		10 years
One Group Treasury Only Money Market Fund (Class S Shares) (1)	$	40	$	143	$	255	$	584
JPMorgan 100% U.S. Treasury Securities Money Market Fund (Premier Class Shares) (1)	$	47	$	152	$	267	$	602
Pro Forma:  Combined Fund (Premier Class Shares) (1)	$	40	$	145	$	260	$	595

(1)           After fee waivers and/or expense reimbursements.

Administrative Class Shares/Agency Class Shares

	1 year		3 years		5 years		10 years
One Group Treasury Only Money Market Fund (Administrative Class Shares) (1)	$	25	$	95	$	172	$	398
JPMorgan 100% U.S. Treasury Securities Money Market Fund (Agency Class Shares) (1)	$	26	$	98	$	177	$	410
Pro Forma:  Combined Fund (Agency Class Shares) (1)	$	25	$	97	$	176	$	409

(1)             After fee waivers and/or expense reimbursements.

One Group Institutional Prime Money Market Fund and JPMorgan Prime Money Market Fund

The Annual Fund Operating Expenses table and Example table shown below are both based on fees and expenses in effect for the period commencing February 19, 2005.

	One Group Institutional Prime Money Market Fund		JPMorgan Prime Money Market Fund		Combined Pro Forma
	(Class I Shares)+		(Capital Class Shares) +		(Capital Class Shares)
Class I Shares/Capital Class Shares
SHAREHOLDER FEES (fees paid directly from your investment) (1)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None		None		None
Maximum Deferred Sales Charge (Load) (as a percentage of original offering price or redemption proceeds, as applicable))	None		None		None
Redemption Fee	None		None		None
Exchange Fee	None		None		None
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)++
Investment Advisory Fees	0.08	%	0.08	%	0.08	%
Distribution (12b-1) Fees	None		None		None
Shareholder Service Fees	0.05	%	0.05	%	0.05	%
Other Expenses	0.09	%	0.10	%	0.10	%
Total Annual Fund Operating Expenses	0.22	%	0.23	%	0.23	%
Fee Waiver and/or Expense Reimbursement	(0.06	)%(2)	(0.07	)%(3)	(0.07	)%(3)
Net Expenses	0.16	%	0.16	%	0.16	%

11

+Class I Shares will be renamed Capital Class Shares.  Capital Class is a newly created class of JPMorgan Prime Money Market Fund.  “Other Expenses” are estimated.

(1)If you buy or sell shares through a Financial Intermediary, you may be charged separate transaction fees by the Financial Intermediary.  In addition, an annual $10.00 sub-minimum account fee may be applicable.

(2)BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses) to 0.16% of the Fund’s average daily net assets for Class I shares from February 19, 2005 through October 31, 2006.

(3)JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees' deferred compensation plan) to 0.16% of the Fund’s average daily net assets for Capital Class shares from February 19, 2005 through December 31, 2006. 

++Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005.  Shown below are current annual fund operating expenses.

CURRENT ANNUAL FUND OPERATING EXPENSES	One Group Institutional Prime Money Market Fund		JPMorgan Prime Money Market Fund
	(Class I Shares)		(Capital Class Shares)*
Investment Advisory Fees	0.10	%	N/A
Distribution (12b-1) Fees	None		N/A
Shareholder Service Fees	None		N/A
Other Expenses	0.06	%	N/A
Total Annual Fund Operating Expenses	0.16	%	N/A
Fee Waiver and/or Expense Reimbursement	0.00	%	N/A
Net Expenses	0.16	%	N/A

*The inception of Capital Class Shares of the JPMorgan Prime Money Market Fund is expected to occur on or about February 18, 2005.

	One Group Institutional Prime Money Market Fund		JPMorgan Prime Money Market Fund		Combined Pro Forma
	(Class S Shares)+		(Premier Class Shares)		(Premier Class Shares)
Class S Shares/Premier Class Shares
SHAREHOLDER FEES (fees paid directly from your investment) (1)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None		None		None
Maximum Deferred Sales Charge (Load)  (as a percentage of original offering price or redemption, as applicable)	None		None		None
Redemption Fee	None		None		None
Exchange Fee	None		None		None
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)++
Investment Advisory Fees	0.08	%	0.08	%	0.08	%
Distribution (12b-1) Fees	None		None		None
Shareholder Service Fees	0.30	%	0.30	%	0.30	%
Other Expenses	0.09	%	0.09	%	0.10	%
Total Annual Fund Operating Expenses	0.47	%	0.47	%	0.48	%
Fee Waiver and/or Expense Reimbursement	(0.06	)%(2)	(0.02	)%(3)	(0.03	)%(3)
Net Expenses	0.41	%	0.45	%	0.45	%

12

+              Class S Shares will be renamed Premier Class Shares.

(1)If you buy or sell shares through a Financial Intermediary, you may be charged separate transaction fees by the Financial Intermediary.  In addition, an annual $10.00 sub-minimum account fee may be applicable.

(2)BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses) to 0.41% of the Fund’s average daily net assets for Class S from February 19, 2005 through October 31, 2006.

(3)JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees’ deferred compensation plan) to 0.45% of the Fund’s average daily net assets for Premier Class shares from February 19, 2005 through December 31, 2006. 

++Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005.  Shown below are current annual fund operating expenses.

CURRENT ANNUAL FUND OPERATING EXPENSES	One Group Institutional Prime Money Market Fund		JPMorgan Prime Money Market Fund
	(Class S Shares)		(Premier Class Shares)
Investment Advisory Fees	0.10	%	0.10	%
Distribution (12b-1) Fees	None		None
Shareholder Service Fees	0.25	%	0.25	%
Other Expenses	0.06	%	0.11	%
Total Annual Fund Operating Expenses	0.41	%	0.46	%
Fee Waiver and/or Expense Reimbursement	0.00	%	(0.01	)%
Net Expenses	0.41	%	0.45	%

	One Group Institutional Prime Money Market Fund		JPMorgan Prime Money Market Fund		Combined Pro Forma
	(Administrative Class Shares)+		(Agency Class Shares)		(Agency Class Shares)
Administrative Class Shares/Agency Class Shares
SHAREHOLDER FEES (fees paid directly from your investment) (1)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None		None		None
Maximum Deferred Sales Charge (Load)  (as a percentage of original offering price or redemption proceeds, as applicable.)	None		None		None
Redemption Fee	None		None		None
Exchange Fee	None		None		None
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets)++
Investment Advisory Fees	0.08	%	0.08	%	0.08	%
Distribution (12b-1) Fees	None		None		None
Shareholder Service Fees	0.15	%	0.15	%	0.15	%
Other Expenses	0.09	%	0.09	%	0.10	%
Total Annual Fund Operating Expenses	0.32	%	0.32	%	0.33	%
Less Contractual Fee Waiver	(0.06	)%(2)	(0.06	)%(3)	(0.07	)%(3)
Net Expenses	0.26	%	0.26	%	0.26	%

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+Administrative Class Shares will be renamed Agency Class Shares.

(1)If you buy or sell shares through a Financial Intermediary, you may be charged separate transaction fees by the Financial Intermediary.  In addition, an annual $10.00 sub-minimum account fee may be applicable.

(2)BOIA, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes and extraordinary expenses) to 0.26% of the Fund’s average daily net assets for Administrative Class shares from February 19, 2005 through October 31, 2006.

(3)JPMIM, the Distributor and OGA have contractually agreed to waive or limit fees and/or reimburse expenses in order to limit total annual fund expenses (exclusive of interest, taxes, extraordinary expenses and expenses related to the JPMorgan Funds Board of Trustees deferred compensation plan) to 0.26% of the Fund’s average daily net assets for Agency Class shares from February 19, 2005 through December 31, 2006.

++Expenses above are adjusted to reflect the contractual fees in effect beginning February 19, 2005.  Shown below are current annual fund operating expenses.

CURRENT ANNUAL FUND OPERATING EXPENSES	One Group Institutional Prime Money Market Fund		JPMorgan Prime Money Market Fund
	(Administrative Class Shares)		(Agency Class Shares)
Investment Advisory Fees	0.10	%	0.10	%
Distribution (12b-1) Fees	None		None
Shareholder Service Fees	0.10	%	0.10	%
Other Expenses	0.06	%	0.11	%
Total Annual Fund Operating Expenses	0.26	%	0.31	%
Fee Waiver and/or Expense Reimbursement	0.00	%	(0.05	)%
Net Expenses	0.26	%	0.26	%

Example

The following Example is intended to help you compare the cost of investing in One Group Institutional Prime Money Market Fund, JPMorgan Prime Money Market Fund and the Combined Fund.

The Example assumes that you invest $10,000 in each Fund and in the Combined Fund after the Reorganization for the time periods indicated and reflects what you would pay if you close your account at the end of each of the time periods shown.  The Example also assumes:

•5% return each year;

•net expenses through the expiration of each Fund’s and the Combined Fund’s contractual caps, respectively, and total annual operating expenses thereafter; and

•all dividends and distributions are reinvested.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Class I Shares/Capital Class Shares

	1 year		3 years		5 years		10 years
One Group Institutional Prime Money Market Fund (Class I Shares)  (1)	$	16	$	61	$	114	$	270
JPMorgan Prime Money Market Fund (Capital Class Shares) (1)	$	16	$	61	$	116	$	280
Pro Forma:  Combined Fund (Capital Class Shares) (1)	$	16	$	61	$	116	$	280

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(1)           After fee waivers and/or expense reimbursements.

Class S Shares/Premier Class Shares

	1 year		3 years		5 years		10 years
One Group Institutional Prime Money Market Fund (Class S Shares)  (1)	$	42	$	141	$	253	$	582
JPMorgan Prime Money Market Fund (Premier Class Shares) (1)	$	46	$	147	$	259	$	588
Pro Forma:  Combined Fund (Premier Class Shares) (1)	$	46	$	148	$	263	$	598

(1)             After fee waivers and/or expense reimbursements.

Administrative Class Shares/Agency Class Shares

	1 year		3 years		5 years		10 years
One Group Institutional Prime Money Market Fund (Administrative Class Shares) (1)	$	27	$	93	$	170	$	396
JPMorgan Prime Money Market Fund (Agency Class Shares) (1)	$	27	$	92	$	169	$	395
Pro Forma:  Combined Fund (Agency Class Shares) (1)	$	27	$	93	$	172	$	405

(1)             After fee waivers and/or expense reimbursements.

COMPARISON OF SALES LOAD, DISTRIBUTION AND SHAREHOLDER SERVICING ARRANGEMENTS

The sales load, distribution and shareholder servicing arrangements of Class I (to be renamed Capital Class), Class S (to be renamed Premier Class), and Administrative Class (to be renamed Agency Class) shares of the One Group Funds will be identical to those of Capital Class (a newly created share class), Premier Class and Agency Class shares, respectively, of the JPMorgan Funds, as described in “How Your Account Works” in Appendix B to this Proxy Statement/Prospectus. 

COMPARISON OF PURCHASE, REDEMPTION AND EXCHANGE POLICIES AND PROCEDURES

The procedures for making purchases, redemptions and exchanges of Class I (to be renamed Capital Class), Class S (to be renamed Premier Class) and Administrative Class (to be renamed Agency Class) shares of the One Group Funds will be identical to those with respect to Capital Class (a newly created share class), Premier Class and Agency Class shares, respectively, of the JPMorgan Funds, as described in “How Your Account Works” in Appendix B to this Proxy Statement/Prospectus.

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COMPARISON OF INVESTMENT OBJECTIVES, STRATEGIES AND PRINCIPAL RISKS OF INVESTING IN THE FUNDS

The following discussion comparing investment objectives, strategies and principal risks of each of the One Group Funds and the JPMorgan Funds is based upon and qualified in its entirety by the respective investment objectives, strategies and principal risks sections of the prospectuses of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund dated October 29, 2004 and JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund filed December 29, 2003 respectively, with respect to all classes of shares.  Additional information on each Fund’s investment objectives and primary investment strategies may also be found in Appendix C to this Proxy Statement/Prospectus. 

ONE GROUP TREASURY ONLY MONEY MARKET FUND AND JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

Investment Objectives

The investment objectives of each Fund are similar.

The investment objective of One Group Treasury Only Money Market Fund is to seek high current income with liquidity and stability of principal with the added assurance of a Fund that does not purchase securities that are subject to repurchase agreements.  The investment objective of JPMorgan 100% U.S. Treasury Securities Money Market Fund is to provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.  The investment objective of JPMorgan 100% U.S. Treasury Securities Money Market Fund may be changed without shareholder approval.

Primary Investment Strategies

The primary investment strategies of each Fund are similar.

Both Funds invest exclusively in short-term U.S. Treasury bills, notes and bonds.  All securities purchased by the Funds mature in 397 days or less as determined under Rule 2a-7 under the 1940 Act.  In addition, the dollar weighted average maturity of each of these portfolios is 90 days or less.  The primary difference between the Funds is that One Group Treasury Only Money Market Fund may lend its securities.

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Risk Factors

Because the Funds have investment objectives and strategies that are similar, many of the risks of investing in One Group Treasury Only Money Market Fund are substantially the same as the risks of investing in JPMorgan 100% U.S. Treasury Securities Money Market Fund.  Although the Funds seek to preserve the value of your investment at $1.00 per share, you may lose money on your investment in either Fund.  Market conditions, financial conditions of issuers represented in the portfolio, investment strategies, portfolio management, and other factors affect the volatility of each Fund’s shares.  An investment in either Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency, and is not a deposit of JPMorgan Chase & Co. or any of its affiliates or any other bank.  The following summarizes the principal techniques and risks of investing in the Funds:

Stable Net Asset Value Risk

Both Funds are exposed to the risk that the Funds will not maintain a net asset value of $1.00 per share on a continuous basis.

Interest Rate Risk

The value of money market investments tends to fall when prevailing interest rates rise, although they are generally less sensitive to interest rate changes than longer-term securities.

Distinct Risks and Investment Restrictions of One Group Treasury Only Money Market Fund and JPMorgan 100% U.S. Treasury Securities Money Market Fund

Investment Restrictions

In addition to the restrictions described above, each Fund has adopted certain fundamental and non-fundamental investment restrictions.

One Group Treasury Only Money Market Fund has as a fundamental investment restriction that it may not purchase securities other than U.S. Treasury bills, notes and other U.S. obligations issued or guaranteed by the U.S. Treasury, and that it may not invest in securities subject to repurchase agreements.

As a matter of fundamental policy, JPMorgan 100% U.S. Treasury Securities Money Market Fund, notwithstanding any other investment policy or restriction, 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 Fund whereas One Group Treasury Only Money Market Fund may only purchase securities of other investment companies as permitted by the 1940 Act and rules thereunder (also a fundamental investment restriction).  Investment in other investment companies may result in greater fund expenses because the investing fund indirectly bears the management and other fees of the other fund.

Proposed Change to Fundamental Investment Restriction of JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan 100% U.S. Treasury Securities Money Market Fund’s shareholders will vote on a change to one fundamental investment restriction related to borrowing at a shareholder meeting scheduled to be held on January 20, 2005.

The proposed change in the JPMorgan 100% U.S. Treasury Securities Money Market Fund’s fundamental investment restriction is intended to modify the current restriction on borrowing in order to make it simpler, more flexible and consistent with the borrowing restriction of other JPMorgan Funds.  The proposed change would also provide JPMIM greater flexibility in managing the portfolio of the Fund.  Although the proposed change will allow JPMIM greater flexibility to respond to future investment opportunities, it does not intend to alter the way it manages the Fund.

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ONE GROUP INSTITUTIONAL PRIME MONEY MARKET FUND AND JPMORGAN PRIME MONEY MARKET FUND

Investment Objectives

The investment objectives of each Fund are similar.

The investment objective of One Group Institutional Prime Money Market Fund is to seek current income with liquidity and stability of principal.  The investment objective of JPMorgan Prime Money Market Fund is to provide the highest possible level of current income while still maintaining liquidity and preserving capital.  The investment objective of JPMorgan Prime Money Market Fund may be changed without shareholder approval.

Primary Investment Strategies

The primary investment strategies of each Fund are similar.

Both Funds invest in high-quality, short-term money market instruments which are issued and payable in U.S. dollars.  Each Fund’s portfolio must also meet the requirements of Rule 2a-7 of the 1940 Act.  The dollar- weighted average maturity of One Group Institutional Prime Money Market Fund’s portfolio will generally be 90 days or less.  The dollar-weighted average maturity of JPMorgan Prime Money Market Fund’s portfolio will generally be 60 days or less. 

The primary differences between the Funds are that, although each Fund may invest in securities issued by companies in the financial services industry, One Group Institutional Prime Money Market Fund will invest, under normal circumstances, at least 25% of its total assets in such securities and JPMorgan Prime Money Market Fund invests at least 25% of its total assets in the banking industry, and JPMorgan Prime Money Market Fund may invest in foreign securities.

Risk Factors

Because the Funds have investment objectives and strategies that are similar, many of the risks of investing in One Group Treasury Only Money Market Fund are substantially the same as the risks of investing in JPMorgan Prime Money Market Fund.  Although the Funds seek to preserve the value of your investment at $1.00 per share, you may lose money on your investment in either Fund.  Market conditions, financial conditions of issuers represented in the portfolio, investment strategies, portfolio management, and other factors affect the volatility of each Fund’s shares.  An investment in either Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency, and is not a deposit of JPMorgan Chase & Co. or any of its affiliates or any other bank.  The following summarizes the principal risks of investing in the Funds:

Stable Net Asset Value Risk

Both Funds are exposed to the risk that the Funds will not maintain a net asset value of $1.00 per share on a continuous basis.

Interest Rate Risk

The value of money market investments tends to fall when prevailing interest rates rise, although they are generally less sensitive to interest rate changes than longer-term securities.

Credit Risk

There is a risk that issuers and counterparties will not make payments on securities and repurchase agreements held by the Funds. Such default could result in losses to the Funds.  In addition, the credit quality of securities held by the Funds may be lowered if an issuer’s financial condition changes. Lower credit quality may lead to greater volatility in the price of a security and, as a result, in shares of the Funds.  Lower credit quality also may affect liquidity and make it difficult for the Funds to sell the security.  In addition, to the extent some obligations

18

are securities or guaranteed by banks and other institutions, the risk to the Funds could increase if the banking or financial sector suffers an economic downturn.

U.S. Government Agency Securities Risk

The Funds invest in securities issued or guaranteed by the U.S. government or its agencies and instrumentalities (such as Ginnie Mae, Fannie Mae or Freddie Mac securities). Securities issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac are not issued directly by the U.S. government. Ginnie Mae is a wholly-owned U.S. corporation that is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on its securities. By contrast, securities issued or guaranteed by U.S. government related organizations such as Fannie Mae and Freddie Mac are not backed by the full faith and credit of the U.S. government and are thus subject to the risk of default in the payment of interest and/or principal like the indebtedness of private issuers. No assurance can be given that the U.S. government would provide financial support to its agencies and instrumentalities if not required to do so by law.

Distinct Risks and Investment Restrictions of One Group Institutional Prime Money Market Fund and JPMorgan Prime Money Market Fund

Concentration Risk

One Group Institutional Prime Money Market Fund will invest a significant portion of its assets in the securities of companies in the financial services industry.  Because of the Fund’s greater exposure to that industry, economic, political and regulatory developments affecting the financial services industry will have a disproportionate impact on the Fund.  These developments include changes in interest rates, earlier than expected repayments by borrowers, an inability to achieve the same yield on the reinvestment of prepaid obligations and federal and state laws which may restrict the remedies that a lender has when a borrower defaults on a loan.  JPMorgan Prime Money Market Fund may concentrate in the banking industry.

Foreign Securities Risk

The JPMorgan Prime Money Market Fund may invest in foreign securities.  Investments in foreign securities may be riskier than investment in U.S. securities.  Foreign securities may be affected by political, social, and economic instability.  There also may be less public information available.

Investment Restrictions

In addition to the restrictions described above, each Fund has adopted certain fundamental and non-fundamental investment restrictions.

JPMorgan Prime Money Market Fund, as a fundamental policy, notwithstanding any other investment policy or restriction, 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 Fund whereas the One Group Institutional Prime Money Market Fund may only purchase securities of other investment companies as permitted by the 1940 Act and rules thereunder (also a fundamental investment restriction).  Investment in other investment companies may result in greater fund expenses because the investing fund indirectly bears the management and other fees of the other fund.

Proposed Change to Fundamental Investment Restriction of JPMorgan Prime Money Market Fund

JPMorgan Prime Money Market Fund’s shareholders will vote on a change to one fundamental investment restriction related to borrowing at a shareholder meeting scheduled to be held on January 20, 2005.

The proposed change in the JPMorgan Prime Money Market Fund’s fundamental investment restriction is intended to modify the current restriction on borrowing in order to make it simpler, more flexible and consistent with the borrowing restriction of other JPMorgan Funds.  The proposed change would also provide JPMIM greater flexibility in managing the portfolio of the Fund.  Although the proposed change will allow JPMIM greater flexibility to respond to future investment opportunities, it does not intend to alter the way it manages the Fund.

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INFORMATION ABOUT THE REORGANIZATIONS

THE REORGANIZATION AGREEMENTS

The following summary of each Reorganization Agreement is qualified in its entirety by reference to the form of Reorganization Agreement attached to this Proxy Statement/Prospectus as Appendix A.  Each Reorganization Agreement provides that the JPMorgan Fund will acquire all of the assets, subject to all of the liabilities, of the One Group Fund in exchange for shares of the corresponding JPMorgan Fund.  Subject to the satisfaction of the conditions described below, the transactions are scheduled to occur upon the close of business on February 18, 2005, or on a later date as the parties may agree (“Closing Date”).  The net asset value per share of each of the One Group Funds and the net asset value per share of each of the JPMorgan Funds will be determined by dividing each JPMorgan Fund’s assets, less liabilities, by the total number of its outstanding shares on a class by class basis.  The method of valuation employed will be in accordance with the procedures described in the current prospectuses as set forth in the Reorganization Agreement, which is consistent with Rule 22c-1 under the 1940 Act and with the interpretations of such rule by the SEC.

The number of full and fractional shares of the corresponding JPMorgan Funds you will receive in a Reorganization will be equal in aggregate net asset value to the aggregate net asset value of your shares as of the close of regularly scheduled trading on the New York Stock Exchange (“NYSE”) on the Closing Date.  As promptly as practicable after the Closing Date, the One Group Funds will liquidate and distribute pro rata to their shareholders of record as of the close of regularly scheduled trading on the NYSE on the Closing Date the shares of the corresponding JPMorgan Funds received by the One Group Funds in the Reorganization.  We will accomplish the liquidation and distribution with respect to each class of each of the One Group Funds shares by the transfer of the corresponding JPMorgan Fund shares then credited to the account of the One Group Funds on the books of the JPMorgan Funds to open accounts on the share records of the JPMorgan Funds in the names of the One Group Funds’ shareholders.  The aggregate net asset value of Capital Class (a newly created share class), Premier Class and Agency Class JPMorgan Fund shares to be credited to Class I (to be renamed Capital Class), Class S (to be renamed Premier Class) and Administrative Class (to be renamed Agency Class) One Group Fund shareholders, respectively, will, with respect to each class, be equal to the aggregate net asset value of the shares of beneficial interest ($0.01 par value per share) of the One Group Funds of the corresponding class owned by One Group Fund shareholders on the Closing Date.  All issued and outstanding shares of the One Group Funds will simultaneously be canceled on the books of the One Group Funds, although share certificates representing interests in Class I, Class S and Administrative Class shares of the One Group Funds will represent a number of the corresponding class of JPMorgan Fund shares after the Closing Date.  The JPMorgan Fund will not issue certificates representing the Capital Class, Premier Class and Agency Class JPMorgan Fund shares issued in connection with such exchange.

After such distribution, each of the One Group Funds will take all necessary steps under Massachusetts law, their Declaration of Trust and any other applicable law to effect a complete termination of the One Group Funds.

The Board has determined, with respect to each of the One Group Funds, and the Board of Trustees of the JPMorgan Funds (the “JPMorgan Funds Board”) has determined, with respect to each of the JPMorgan Funds, that the interests of shareholders of each of those Funds will not be diluted as a result of a Reorganization and that participation in a Reorganization is in the best interests of each of those Funds.  JPMIM and BOIA will bear the expenses of the Reorganizations, including the cost of a proxy soliciting agent that has been retained, but excluding brokerage fees and brokerage expenses incurred in connection with each Reorganization.

Each Reorganization Agreement may be terminated and a Reorganization abandoned at any time prior to the consummation of a Reorganization, before or after approval by the shareholders of the One Group Funds, if circumstances should develop that, in the Board’s opinion, or in the opinion of the JPMorgan Funds Board, make proceeding with the Reorganization inadvisable.  Each Reorganization Agreement provides that the One Group Funds and the JPMorgan Funds may waive compliance with any of the covenants or conditions made

20

therein for the benefit of either Fund, other than the requirements that:  (i) a Reorganization Agreement be approved by shareholders of the One Group Fund; and (ii) each One Group Fund and JPMorgan Fund receives the opinion of Dechert LLP that the transaction contemplated by a Reorganization Agreement will constitute a tax-free reorganization for Federal income tax purposes.

Approval of each Reorganization Agreement will require the affirmative vote of a majority of the shares of the One Group Fund with all classes voting together and not by class, as described below.  See “VOTING INFORMATION” below.

Shareholders of record of a One Group Fund as of the Closing Date will receive shares of the corresponding JPMorgan Fund in accordance with the procedures provided for in a Reorganization Agreement, as described above.  Each such share will be fully paid and non-assessable when issued and will have no pre-emptive or conversion rights.

DESCRIPTION OF THE JPMORGAN FUNDS’ SHARES

Full and fractional shares of the respective class of shares of beneficial interest of each of the JPMorgan Funds will be issued to the corresponding One Group Fund’s shareholders in accordance with the procedures detailed in each Reorganization Agreement.  The JPMorgan Funds no longer issue share certificates.  The shares of the JPMorgan Funds to be issued to One Group Fund shareholders and recorded on the shareholder records of the transfer agent will have no pre-emptive or conversion rights as more fully described in “How to Do Business with the Funds” attached as Appendix B to this Proxy Statement/Prospectus.

REASONS FOR THE REORGANIZATIONS AND BOARD CONSIDERATIONS

As noted above, the Reorganizations are among a series of initiatives that the Board of Trustees of One Group Mutual Funds and the Boards of the JPMorgan Funds approved following the merger of Bank One Corporation, the former corporate parent of BOIA, OGA and the Distributor, into JPMorgan Chase & Co., the corporate parent of JPMIM and JPMorgan Chase Bank.

On August 12, 2004, the Board of Trustees of One Group Mutual Funds, and on August 19, 2004, the Boards of the JPMorgan Funds, approved a series of initiatives that are designed to: (i) integrate the operations of the two fund complexes; (ii) streamline the operations and product offerings of the two fund complexes; and (iii) take advantage of potential economies of scale.  The integration of the two fund complexes will include, among other things, (i) adopting a common fee structure; (ii) eliminating overlapping or duplicative Funds; (iii) redomiciling each fund complex to a single jurisdiction and single form of declaration of trust; (iv) electing a single board of trustees and appointing common senior officers; (v) proposing certain changes to fundamental investment restrictions and policies of some of the JPMorgan Funds and all of the One Group Funds; (vi) engaging a common set of service providers; and (vii) conforming redemption fee practices.

The proposed Reorganizations were presented to the Board of Trustees of One Group Mutual Funds and the Boards of the JPMorgan Funds for consideration at board meetings held in June and July 2004, and were approved at meetings held on August 12, 2004, and August 19, 2004, respectively.  Following presentations by BOIA and JPMIM, as appropriate, the Board of Trustees of One Group Mutual Funds and the Boards of the JPMorgan Funds, including all of the Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds, determined, with respect to the Funds overseen by that Board, that (1) the investment objectives, investment policies, investment strategies and investment restrictions of the Funds subject to each proposed Reorganization were compatible, (2) each of the proposed Reorganizations would be in the best interests of each affected Fund that the respective Board oversees and (3) each of the proposed Reorganizations would not result in the dilution of the interests of such Funds or their shareholders.

In recommending the Reorganizations, the Boards considered a number of factors, including the following:

• the benefits (described above) that are expected to be derived from the completion of the integration of the two fund complexes;

21

• the plans of management to eliminate overlapping or duplicative product offerings among the One Group Funds and the JPMorgan Funds as part of the overall integration initiatives in order to lessen the potential for investor confusion;

• the compatibility of the investment objectives, strategies, policies and restrictions of the acquired funds in the Reorganizations with those of the acquiring funds;

• the investment performance of the acquiring funds as compared to that of the acquired funds;

• the nature, extent, and quality of the services to be provided by the service providers to the acquiring funds and the fact that the nature, extent and quality of such services are expected to be at the same or higher level of that of the current service providers to the acquired funds;

• the relative size of the acquiring and acquired funds;

• the expense ratios of the funds and information as to the specific fees and expenses of each acquiring fund and each acquired fund, including management’s commitments to maintain the net expense level for each acquired fund as low as the net expense level currently in effect, if not lower, with certain limited exceptions described below;

• the Reorganizations will not dilute the interests of current shareholders of the acquiring funds or acquired funds;

• the Federal tax consequences of each Reorganization to the acquired funds and their shareholders, including that each Reorganization has been structured as a Federal tax-free transaction;

• any benefits that may be derived by BOIA and JPMIM and their affiliates from various relationships with the acquired funds or acquiring funds; and

• the shareholders of the affected funds would not be required to bear fees and expenses associated with the Reorganizations.

The Board of Trustees of One Group Mutual Funds and the Boards of the JPMorgan Funds considered the potential consequences to shareholders of the Funds from the overall integration initiatives and from each of the specific Reorganizations.

Significantly in this respect, BOIA, JPMIM, OGA and the Distributor have contractually agreed to waive fees or reduce their fees or reimburse the expenses of each class of shares of One Group Mutual Funds and the JPMorgan Funds, as needed, in order to assure that, for the acquired funds in the Reorganizations, the net expense level for the Funds is at least as low, if not lower, as the net expense level currently in effect, except that the net expense level for the Class S shares of One Group Institutional Prime Money Market Fund will be increasing by 0.04%.  Gross expense levels (i.e., expenses before waivers or reimbursements) for all classes of One Group Funds are expected to increase as a result of these

22

changes.  With the exception of the money market funds identified below, these contractual fee waivers or reductions and expense reimbursements will continue in effect through at least each Fund’s fiscal year ending after February 18, 2006.  For One Group Treasury Only Money Market Fund, these contractual fee waivers or reductions and expense reimbursements will continue in effect for a 12 month period beginning February 19, 2005. 

Additionally, by eliminating overlapping or duplicative fund offerings and streamlining fund operations, the Reorganizations and other integration initiatives may enhance growth prospects for the Funds by facilitating the development of an improved Fund distribution system.  Similarly, shareholders may benefit from the Reorganizations through the combined Funds having a larger asset base, which may provide greater investment opportunities for the Funds and the ability to take larger portfolio positions and operate more efficiently.  However, there can be no assurance that the combined Funds will produce more efficient operations or that anticipated economies of scale will be realized.

The Boards also noted favorably that the Reorganizations would be structured as Federal tax-free transactions.  For purposes of Federal tax consequences to the Funds and their shareholders, there would be no significant adverse tax consequences for affected shareholders, and BOIA and JPMIM, rather than the Funds, would bear the costs and expenses of the Reorganizations, except for brokerage fees and expenses, which would be borne by the Funds. 

THE TRUSTEES OF THE ONE GROUP FUNDS RECOMMEND THAT SHAREHOLDERS APPROVE THE REORGANIZATIONS WITH THE JPMORGAN FUNDS.

FEDERAL INCOME TAX CONSEQUENCES

Each Reorganization is intended to qualify for Federal income tax purposes as a tax-free reorganization described in Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), with no gain or loss recognized as a consequence of the Reorganization by the One Group Funds or the JPMorgan Funds or the shareholders of the One Group Funds.  In addition, under such a tax-free reorganization, a shareholder’s aggregate tax basis for shares held in the One Group Funds will carryover to the shares of the JPMorgan Funds acquired in the Reorganization, and the holding period for shares held as a capital asset will also carryover to the acquired shares. As a condition to the closing of each Reorganization, the JPMorgan Funds and the One Group Funds will receive a legal opinion from Dechert LLP to the effect that the Reorganization will qualify as a tax-free reorganization with the foregoing tax consequences.

You should consult your tax advisor regarding the effect, if any, of the proposed Reorganization in light of your individual circumstances.  Since the foregoing discussion only relates to the Federal income tax consequences of the Reorganization, you should also consult your tax advisor as to state and other local tax consequences, if any, of the Reorganization.

INFORMATION ABOUT MANAGEMENT OF THE JPMORGAN FUNDS

THE ADVISER

J.P. Morgan Investment Management Inc. (“JPMIM”) is the investment adviser and makes the day-to-day investment decisions for the JPMorgan Funds.  JPMIM is located at 522 Fifth Avenue, New York, New York 10036.  JPMIM is a wholly owned subsidiary of J.P. Morgan Fleming Asset Management Holdings, Inc., which is a wholly owned subsidiary of JPMorgan Chase & Co., a bank holding company.  The administrator of the JPMorgan Funds also is a wholly owned subsidiary of JPMorgan Chase & Co.

During the fiscal year ended August 31, 2004, the following advisory fees were paid to JPMIM at an annual rate as a percentage of each JPMorgan Fund’s average daily net assets:

JPMorgan 100% U.S. Treasury Securities Money Market Fund 0.10%

23

JPMorgan Prime Money Market Fund 0.10%*

*Effective February 19, 2005, the advisory fee to be paid to JPMIM will be 0.08% of each JPMorgan Fund’s average daily net assets.

ADDITIONAL COMPENSATION TO FINANCIAL INTERMEDIARIES -

JPMIM, the Distributor, and, from time to time, other affiliates of JPMIM, may, at their own expense and out of their own legitimate profits, provide additional cash payments to Financial Intermediaries who sell shares of JPMorgan Funds.  For this purpose, Financial Intermediaries include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of JPMorgan Chase & Co.  These additional cash payments are payments over and above the sales charges, 12b-1 fees and service fees which are disclosed elsewhere in this Proxy Statement/Prospectus.  These additional cash payments are generally made to Financial Intermediaries that provide shareholder or administrative services or marketing support.  Marketing support may include access to sales meetings, sales representatives and Financial Intermediary management representatives, inclusion of the JPMorgan Funds on a sales list, including a preferred or select sales list, or other sales programs.  These additional cash payments also may be made as an expense reimbursement in cases where the Financial Intermediary provides shareholder services to JPMorgan Funds’ shareholders.  JPMIM and JPMorgan Funds’ distributor may also pay cash compensation in the form of finders’ fess that vary depending on the JPMorgan Fund and the dollar amount of shares sold.  In addition, JPMorgan Funds’ distributor may, on occasion, pay Financial Intermediaries the entire front-end sales charge applicable to JPMorgan Fund shares sold by the Financial Intermediary or an additional commission on the sale of JPMorgan Fund shares subject to a CDSC.

PERFORMANCE OF THE JPMORGAN FUNDS

The bar charts and tables that follow provide some indication of the risk of an investment in each JPMorgan Fund by showing changes in the Funds’ performance from year to year.  The bar charts show each Fund’s performance for each full calendar year beginning with 1994.  The tables show each Fund’s average annual total returns for the 1-, 5- and 10- calendar year periods (or life of the fund).

The annual returns in the bar charts are for Premier Class shares of each of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund, respectively.  Performance of each Fund’s Capital Class and Agency Class shares would have been similar because the shares are invested in the same portfolio of securities.  Annual returns would differ only to the extent that the classes have different expenses.  These calculations assume that all dividends and distributions are reinvested in the Fund.  Some of the companies that provide services to the Funds have in the past agreed not to collect some expenses and to reimburse others.  Without these agreements, the performance figures would have been lower than shown.  To obtain current yield information call 1-800-348-4782.  Past performance is not necessarily an indication of how any class of either Fund will perform in the future.  Please see “Comparison of Fees and Expenses” for information about the difference between the share classes. 

JPMorgan 100% U.S. Treasury Securities Money Market Fund

Year-By-Year Returns*,(1)
1994	3.50	%
1995	5.17	%
1996	4.75	%
1997	4.95	%
1998	4.93	%
1999	4.36	%
2000	5.60	%
2001	3.59	%
2002	1.31	%
2003	0.67	%
Best Quarter 4th quarter, 2000	1.49	%
Worst Quarter 4th quarter, 2003	0.14	%

The Fund’s year-to-date total return as of September 30, 2004 was       %.

24

AVERAGE ANNUAL TOTAL RETURNS

SHOWS PERFORMANCE OVER TIME FOR PERIODS ENDED DECEMBER 31, 2003*,(1)

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
AGENCY CLASS SHARES
Return Before Taxes	0.88	%	3.32	%	4.07	%
PREMIER CLASS SHARES
Return Before Taxes	0.67	%	3.09	%	3.88	%

* The performance for the period before Premier Shares and Agency Shares were launched on June 3, 1996 is based on the performance of the Morgan Shares, which invest in the same portfolio of securities.  Morgan Shares are not offered in this Proxy Statement/Prospectus.  Returns of the period January 1, 1994 through May 3, 1996 reflect the performance of the Fund’s predecessor, the Hanover 100% Treasury Securities Money Market Fund.

(1) The Fund’s fiscal year end is August 31.

The average annual total returns of JP Morgan 100% U.S. Treasury Money Market Fund for seven out of the last ten calendar years have been slightly higher than those for One Group Treasury Only Money Market Fund.  More information about the performance of One Group Treasury Only Money Market Fund can be found in its current Prospectus. 

JPMorgan Prime Money Market Fund

Year-By-Year Returns(1)
1994	4.10	%
1995	5.66	%
1996	5.20	%
1997	5.37	%
1998	5.32	%
1999	4.97	%
2000	6.18	%
2001	3.92	%
2002	1.46	%
2003	0.80	%
Best Quarter 3rd quarter, 2000	1.59	%
Worst Quarter 3rd quarter, 2003	0.17	%

The Fund’s year-to-date total return as of September 30, 2004 was       %.

AVERAGE ANNUAL TOTAL RETURNS

SHOWS PERFORMANCE OVER TIME FOR PERIODS ENDED DECEMBER 31, 2003(1),(2)

	PAST 1 YEAR		PAST 5 YEARS		PAST 10 YEARS
PREMIER CLASS SHARES
Return Before Taxes	0.80	%	3.45	%	4.29	%
AGENCY CLASS SHARES
Return Before Taxes	0.99	%	3.64	%	4.48	%

25

(1)The Fund’s fiscal year end is August 31.

(2)The performance for the period before Agency Shares were launched on April 24, 1994 is based on the performance of the Premier Shares.

The average annual total returns of JPMorgan Prime Money Market Fund for two out of the last four years (since the One Group Institutional Prime Money Market Fund did not have a full calendar year of returns until December 31, 2000) have been slightly higher than those for One Group Institutional Prime Money Market Fund.  More information about the performance of One Group Institutional Prime Money Market Fund can be found in its current Prospectus.

26

ADDITIONAL INFORMATION ABOUT THE
ONE GROUP FUNDS AND THE JPMORGAN FUNDS

Information about the One Group Funds is included in (i) the Prospectus for One Group Institutional Prime Money Market Fund (Administrative Class) dated October 29, 2004, (ii) the Prospectus for One Group Institutional Prime Money Market Fund (Class I) dated October 29, 2004, (iii) the Prospectus for One Group Institutional Prime Money Market Fund (Class S) dated October 29, 2004, and (iv) the SAI of One Group Mutual Funds dated October 29, 2004.  Information about the JPMorgan Funds is included in the Prospectuses and SAI for JPMorgan 100% U.S. Treasury Securities Money Market Fund filed              , 2004 and JPMorgan Prime Money Market Fund filed              , 2004.  Further information about the One Group Funds can be found in the annual reports for One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund dated June 30, 2004.  Further information about JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund can be found in the annual report dated August 31, 2003 and the semi-annual report dated February 29, 2004.  Copies of these documents, the SAI relating to this Proxy Statement/Prospectus and any subsequently released shareholder reports are available upon request and without charge by calling the One Group Funds or the JPMorgan Funds at the telephone number, or by writing to the Funds at the address, listed for the Funds on the cover page of this Proxy Statement/Prospectus. 

Both the One Group Funds and the JPMorgan Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file reports and other information including proxy material, reports and charter documents with the SEC.  These reports and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, DC 20549.  Reports and other information about each of the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov.  Copies of such material can also be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, DC 20549 at prescribed rates.

FINANCIAL HIGHLIGHTS

The fiscal year end of each of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund is June 30.  The fiscal year end of each of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund is August 31.

The financial highlights, with the exception of the six-month period ended February 29, 2004, of the JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund that are contained in Appendix D, have been derived from financial statements audited by PricewaterhouseCoopers LLP. 

DISTRIBUTOR

One Group Dealer Services, Inc., whose address is 1111 Polaris Parkway, Columbus, Ohio, serves as the distributor to the One Group Funds and, effective February 2005, the JPMorgan Funds.  The distributor is an affiliate of JPMIM, the investment adviser to the JPMorgan Funds, and BOIA, the investment advisor to the One Group Funds, and an indirect wholly owned subsidiary of JPMorgan Chase & Co.

ADMINISTRATOR

One Group Administrative Services, Inc., whose address is 1111 Polaris Parkway, Columbus, Ohio, serves as the administrator to the One Group Funds and, effective February 2005, the JPMorgan Funds.  The administrator is an affiliate of JPMIM,  the investment adviser to the JPMorgan Funds, and BOIA, the investment advisor to the One Group Funds, and an indirect wholly-owned subsidiary of JPMorgan Chase & Co.

27

FORM OF ORGANIZATION

Each of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund is a diversified series of One Group_® Mutual Funds, an open-end management investment company organized as a Massachusetts business trust.  One Group  Mutual Funds is governed by a Board of Trustees consisting of seven members.

Each of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund is a diversified series of J.P. Morgan Mutual Fund Trust, an open-end management investment company organized as a Massachusetts business trust.  J.P. Morgan Mutual Fund Trust is governed by a Board of Trustees consisting of ten members.

As described above, the shareholders of the JPMorgan Funds are considering the reorganization and redomiciliation of the JPMorgan Funds into JPMorgan Trust I, an open-end management investment company that was formed in anticipation of such transactions.  Unlike J.P. Morgan Mutual Fund Trust and One Group Mutual Funds, JPMorgan Trust I is organized as a Delaware statutory trust.

The chart in Appendix E provides additional information with respect to the similarities and differences in the forms of organization of these entities. Shareholders who wish to make a more thorough comparison should refer to the provisions of the governing documents of these entities and the relevant state law.  Copies of these governing documents are available to shareholders without charge upon written request.

CAPITALIZATION

The following table shows the capitalization of each of the One Group Funds and the JPMorgan Funds as of February 29, 2004, giving effect to the proposed acquisition of assets at net asset value. The pro forma capitalization information is for informational purposes only.  No assurance can be given as to how many shares of the JPMorgan Funds will be received by shareholders of the corresponding One Group Funds on the Closing Date, and the information should not be relied upon to reflect the number of shares of the JPMorgan Fund that actually will be received.

Amounts in thousands, except per share amounts

	One Group Treasury Only Money Market Fund			JP Morgan 100% U.S. Treasury Securities Money Market Fund		Share Adjustment		Pro Forma after Reorganization
Net Assets
Morgan	—			$	2,262,043			$	2,262,043
Premier	$	418,674	(a)	$	544,789			$	963,463
Agency	$	227,746	(b)	$	952,914			$	1,180,660
Capital	$	2,735,201	(c)	—				$	2,735,201
Institutional	—			$	1,363,180			$	1,363,180
Total	$	3,381,621		$	5,122,926			8,504,547
Shares Outstanding
Morgan	—			2,262,164		—		2,262,164
Premier	418,660		(a)	544,762		14		963,436
Agency	227,746		(b)	952,744		—		1,180,490
Capital	2,735,230		(c)	—		(29	)	2,735,201
Institutional	—			1,363,144		—		1,363,144
Total	3,381,636			5,122,814				8,504,435
Net Asset Value Per Share
Morgan	—			$	1.00			$	1.00
Premier	$	1.00	(a)	$	1.00			$	1.00
Agency	$	1.00	(b)	$	1.00			$	1.00
Capital	$	1.00	(c)	—				$	1.00
Institutional	—			$	1.00			$	1.00

(a) - Formerly Class S shares

(b) - Formerly Administrative Class shares

(c) - Formerly Class I shares

See unaudited notes to pro forma financial statements.

28

Amounts in thousands, except per share amounts

	One Group Institutional Prime Money Market Fund			JP Morgan Prime Money Market Fund			Share Adjustments		Pro Forma after Reorganization
Net Assets
Morgan	$	—		$	4,318,626				$	4,318,626
Premier	$	1,240,978	(a)	$	6,290,659	(d)			$	7,531,637
Agency	$	380,882	(b)	$	12,751,731				$	13,132,613
Class B	$	—		$	7,467				$	7,467
Class C	$	—		$	315				$	315
Institutional	$	—		$	23,429,284				$	23,429,284
Reserve	$	—		$	280,658				$	280,658
Cash Management	$	—		$	71,692				$	71,692
Capital	$	24,683,612	(c)	$	—				$	24,683,612
Total	$	26,305,472		$	47,150,432				$	73,455,904
Shares Outstanding
Morgan	—			4,318,545			—		4,318,545
Premier	1,240,972		(a)	6,290,574		(d)	94		7,531,640
Agency	380,886		(b)	12,751,616			(4	)	13,132,498
Class B	—			7,477			—		7,477
Class C	—			315			—		315
Institutional	—			23,430,170			—		23,430,170
Reserve	—			280,666			—		280,666
Cash Management	—			71,696			—		71,696
Capital	24,683,644		(c)	—			(32	)	24,683,612
Total	26,305,502			47,151,059			58		73,456,619
Net Asset Value Per Share
Morgan	$	—		$	1.00				$	1.00
Premier	$	1.00	(a)	$	1.00	(d)			$	1.00
Agency	$	1.00	(b)	$	1.00				$	1.00
Class B	$	—		$	1.00				$	1.00
Class C	$	—		$	1.00				$	1.00
Institutional	$	—		$	1.00				$	1.00
Reserve	$	—		$	1.00				$	1.00
Cash Management	$	—		$	1.00				$	1.00
Capital	$	1.00	(c)	$	—				$	1.00

(a) - Formerly Class S shares

(b) - Formerly Administrative Class shares

(c) - Formerly Class I shares

(d) - Comprised of Select Shares and Premier Shares

See unaudited notes to pro forma financial statements.

29

DIVIDENDS AND DISTRIBUTIONS

One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund generally declare dividends on each business day.  Dividends are distributed on the first business day of each month.  Capital gains, if any, are distributed at least annually.  The dates on which dividends and capital gains will be distributed for calendar year 2005 are available online at http://www.onegroup.com.  For all Funds, all dividends and distributions are reinvested automatically in additional shares of the respective Fund at net asset value, unless the shareholder elects to be paid in cash.  Following the Reorganizations, One Group Fund shareholders that have elected to receive distributions in cash will continue to receive distribution in such manner from the relevant JPMorgan Fund.

JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund declare dividends daily.  The Funds distribute the dividends monthly.  The Funds distribute any short-term capital gains at least annually.  The Funds do not expect to realize long-term capital gain.

For additional information on the dividend policies of the JPMorgan Funds, see “How to Do Business with the Funds” in Appendix B.

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 will vote thereon in accordance with their judgment.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

Shareholders who wish to communicate with the Board of Trustees of the One Group Funds should send communications to the attention of the Secretary of the One Group Funds at 1111 Polaris Parkway, Columbus, Ohio 43271-1235, and communications will be directed to the Trustee or Trustees indicated in the communication or, if no Trustee or Trustees are indicated, to the Chairman of the Board of Trustees.

VOTING INFORMATION

This Proxy Statement/Prospectus is furnished in connection with a solicitation of proxies by the Board of the One Group Funds to be used at the Meeting.  This Proxy Statement/Prospectus, along with a Notice of Special Meeting of Shareholders and a proxy card, is first being mailed to shareholders of the One Group Funds on or about November     , 2004.  Only shareholders of record as of the close of business on October 27, 2004 (the “Record Date”), will be entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof.  If the enclosed form of proxy card is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon.  Unmarked but properly executed proxy cards will be voted “FOR” approval of the relevant Reorganization Agreement and “FOR” any other matters the proxies deem appropriate.

A shareholder may revoke a proxy at any time on or before the Meeting by either (i) submitting to the One Group Funds a subsequently dated proxy, (2) delivering to the One Group Funds a written notice of revocation at the address on the cover of this Proxy Statement/Prospectus, or (3) otherwise giving notice of revocation in open meeting, in all cases prior to the exercise of the authority granted in the proxy. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, for approval of the Reorganization Agreement and the Reorganization contemplated thereby.

30

PROXY SOLICITATION

Proxies are solicited by mail.  Additional solicitations may be made by telephone, e-mail or other personal contact by officers or employees of            and its affiliates or by proxy soliciting firms retained by          .           has also retained, pursuant to its standard contract,            (“         ”) to provide proxy solicitation services in connection with the Meeting at an estimated cost of $         .  In addition,            may reimburse persons holding shares in their names or in the names of their nominees for expenses incurred in forwarding solicitation material to their beneficial owners.  The cost of the solicitation will be borne by           .

As the meeting date approaches, shareholders of the One Group Funds may receive a call from a representative of         or          if the Fund has not yet received their vote.  Authorization to permit           or          to execute proxies may be obtained by telephonic or electronically transmitted instructions from shareholders of the One Group Funds.  Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below.  Management of the One Group Funds believes that these procedures are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined.  In all cases where a telephonic proxy is solicited, the           or          representative is required to ask the shareholder for the shareholder’s full name, address, social security number or employer identification number, title (if the person giving the proxy is authorized to act on behalf of an entity, such as a corporation), the number of shares owned and to confirm that the shareholder has received this Proxy Statement/Prospectus in the mail.

If the shareholder information solicited agrees with the information provided to           or           by a One Group Fund, the           or          representative has the responsibility to explain the process, read the proposals listed on the proxy card and ask for the shareholder’s instructions on the proposal.  The           or           representative, although permitted to answer questions about the process, is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement/Prospectus.           or           will record the shareholder’s instructions on the card.  Within 72 hours,           or           will send the shareholder a letter or mailgram confirming the shareholder’s vote and asking the shareholder to call           or           immediately if the shareholder’s instructions are not correctly reflected in the confirmation.

QUORUM

For each One Group Fund a majority of each of the One Group Fund’s shares entitled to vote that are outstanding at the close of business on the Record Date and are present in person or represented by proxy will constitute a quorum for the Meeting.

VOTE REQUIRED

For each of the One Group Funds, approval of a Reorganization Agreement will require, if a quorum is present at the Meeting, the affirmative vote of a majority of the outstanding voting securities of the One Group Fund, which is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the One Group Fund are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of the One Group Fund.

Shareholders of each One Group Fund are entitled to one vote for each share.  Fractional shares are entitled to proportional voting rights.

EFFECT OF ABSTENTIONS AND BROKER “NON-VOTES”

For purposes of determining the presence of a quorum for transacting business at the Meeting, executed proxies marked as abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present for quorum purposes but which have not been voted.  Accordingly, abstentions and broker non-votes will effectively be a vote against adjournment and against Proposal 1, for which the required vote is a percentage of the shares outstanding and entitled to vote on the matter.

31

ADJOURNMENTS

In the event that sufficient votes to approve a proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.  Any such adjournment due to insufficient votes will require an affirmative vote by the holders of a majority of the shares present in person or by proxy and entitled to vote at the Meeting.  In determining whether to adjourn the Meeting with respect to a proposal, the following factors may be considered by the persons named as proxies:  the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation.  In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on one or more proposals, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal or proposals for a reasonable period or periods.  In the event of an adjournment, no further notice is needed other than announcement at the Meeting to be adjourned. Generally, votes cast in favor of a proposal will be voted in favor of adjournment while votes cast against a proposal will be voted against adjournment. The persons named as proxies will vote upon such adjournment after consideration of the best interests of all shareholders.

SHAREHOLDER VOTING RIGHTS

Neither of the One Group Funds holds annual shareholder meetings.  Each Fund is a series of a Massachusetts business trust.  The 1940 Act requires that a shareholder meeting be called for the purpose of electing Trustees at such time as fewer than a majority of Trustees holding office have been elected by shareholders.  A One Group Fund will hold a shareholder meeting upon the written request of shareholders holding at least 20% of that Fund’s outstanding shares.

FUTURE SHAREHOLDER PROPOSALS

You may request inclusion in the Fund’s proxy statement for shareholder meetings certain proposals for action which you intend to introduce at such meeting.  Any shareholder proposals must be presented a reasonable time before the proxy materials for the next meeting are sent to shareholders.  The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the federal securities laws.  The One Group Funds are not required to hold regular meetings of shareholders, and in order to minimize costs, do not intend to hold meetings of the shareholders unless required by applicable law, regulation, regulatory policy, or unless otherwise deemed advisable by the Board or the Fund’s management.  Therefore, it is not practicable to specify a date by which proposals must be received in order to be incorporated in an upcoming proxy statement for a meeting of shareholders.

RECORD DATE AND OUTSTANDING SHARES

Only shareholders of record of each One Group Fund at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting and at any postponement or adjournment thereof.  The chart below lists the number of shares of each class of each One Group Fund that were outstanding and entitled to vote as of the close of business on the Record Date:

Shares Outstanding on Record Date

Class	One Group Treasury Only Money Market Fund
Class I
Class S
Administrative Class

32

Shares Outstanding on Record Date

Class	One Group Institutional Prime Money Market Fund
Class I
Class S
Administrative Class

As of          , 2004, the following persons owned of record or beneficially 5% or more of the outstanding shares of the class identified of the One Group Funds and the JPMorgan Funds, respectively.

Fund Name and Address
of Owner Type of
Ownership Number of
Shares / %
Owned Percentage
of Class of
Shares Percentage
of Fund Percentage
of
Combined
Fund after
the
Reorg-
anization*

*      On a pro forma basis, assuming the value of the shareholder’s interest in the Fund on the date of consummation of each Reorganization is the same as on                , 2004.

As of the Record Date, the officers and Trustees of One Group Mutual Funds beneficially owned as a group            and            shares of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund, respectively, or approximately           % and           % of the outstanding voting securities of each Fund, respectively.

As of the Record Date, the officers and Trustees of J.P. Morgan Mutual Fund Trust beneficially owned as a group              and            shares of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund, respectively, or approximately           % and           % of the outstanding voting securities of each Fund, respectively.

The votes of the shareholders of the JPMorgan Funds are not being solicited since their approval or consent is not necessary for the Reorganizations to take place. 

[list control persons (i.e., 25% or more ownership) in any Fund, if applicable, and disclose name and address and effect of control on voting rights of other shareholders]

LEGAL MATTERS

Certain legal matters concerning the issuance of shares of the JPMorgan Funds will be passed upon by Dechert LLP, 1775 I Street, N.W., Washington, DC 20006.

33

THE TRUSTEES OF THE ONE GROUP FUNDS, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND APPROVAL OF THE REORGANIZATION AGREEMENTS AND ANY UNMARKED PROXIES WITHOUT INSTRUCTIONS TO THE CONTRARY WILL BE VOTED IN FAVOR OF APPROVAL OF THE RELEVANT REORGANIZATION AGREEMENT.

34

APPENDIX A

[JPMORGAN FUND]
ONE GROUP MUTUAL FUNDS

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this             day of        , 2004, by and between [JPMorgan Fund], a [Massachusetts business trust/Maryland corporation] (“JPMorgan”), with its principal place of business at 522 Fifth Avenue, New York, New York 10036, on behalf of its series, [JPMorgan Series] (“Acquiring Fund”), and One Group Mutual Funds, a Massachusetts business trust (“OGMF”), with its principal place of business at 1111 Polaris Parkway, Suite 2, Columbus, Ohio  43240, on behalf of its series, [OG Series] (“Acquired Fund”).

WHEREAS, each of the Acquired Fund and the Acquiring Fund is a series of an open-end, investment company of the management type registered pursuant to the Investment Company Act of 1940 (“1940 Act”);

WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (“Code”);

WHEREAS, the contemplated reorganization and liquidation will consist of (1) the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund to the Acquiring Fund in exchange solely for classes of shares of beneficial interest of the Acquiring Fund (“Acquiring Fund Shares”) corresponding to the classes of outstanding shares of beneficial interest of the Acquired Fund (“Acquired Fund Shares”), as described herein, (2) the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and (3) the distribution of the Acquiring Fund Shares to the shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, as provided herein (“Reorganization”), all upon the terms and conditions hereinafter set forth in this Agreement;

WHEREAS, the Acquired Fund currently owns securities that are substantially similar to the those in which the Acquiring Fund is permitted to invest;

WHEREAS, the Trustees of JPMorgan have determined, with respect to the Acquiring Fund, that the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquiring Fund and its shareholders and that the interests of the existing shareholders of the Acquiring Fund would not be diluted as a result of this transaction; and

WHEREAS, the Trustees of OGMF have determined, with respect to the Acquired Fund, that the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquired Fund and its shareholders and that the interests of the existing shareholders of the Acquired Fund would not be diluted as a result of this transaction;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND

1.1.Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, OGMF, on behalf of the Acquired Fund, agrees to

A-1

sell, assign, convey, transfer and deliver all of its property and assets, as set forth in paragraph 1.2, to the Acquiring Fund, and JPMorgan, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to each class of the Acquired Fund Shares as of the time and date set forth in paragraph 3, determined by dividing the value of the Acquired Fund’s net assets with respect to each class of the Acquired Fund (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of the corresponding class of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund, as set forth in paragraph 1.3.  Such transactions shall take place on the date of the closing provided for in paragraph 3.1 (“Closing Date”).  [For purposes of this Agreement, the Class [ ] shares of the Acquired Fund correspond to the Class [ ] shares of the Acquiring Fund, the Class [ ] shares of the Acquired Fund correspond to the Class [ ] shares of the Acquired Fund, and the term Acquiring Fund Shares should be read to include each such class of shares of the Acquiring Fund.]

1.2.The property and assets of OGMF attributable to the Acquired Fund and to be sold, assigned, conveyed, transferred and delivered to and acquired by JPMorgan, on behalf of the Acquiring Fund, shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests and dividends or interests receivable that are owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Valuation Date as defined in paragraph 2.1 (collectively, “Assets”).  The Acquired Fund will sell, assign, convey, transfer and deliver to the Acquiring Fund any rights, stock dividends, or other securities received by the Acquired Fund after the Closing Date as stock dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, and other securities shall be deemed included in the property and assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund.

1.3.The Acquired Fund will make reasonable efforts to discharge all of its known liabilities and obligations prior to the Valuation Date.  JPMorgan, on behalf of the Acquiring Fund, shall assume all of the liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Date (collectively, “Liabilities”).  On or as soon as practicable prior to the Closing Date, the Acquired Fund will declare and pay to its shareholders of record one or more dividends and/or other distributions so that it will have distributed substantially all (and in no event less than 98%) of its investment company taxable income (computed without regard to any deduction for dividends paid) and realized net capital gain, if any, for the current taxable year through the Closing Date.

1.4.Immediately following the actions contemplated by paragraph 1.1, OGMF shall take such actions necessary to complete the liquidation of the Acquired Fund.  To complete the liquidation, OGMF, on behalf of the Acquired Fund, shall (a) distribute to its shareholders of record with respect to each class of Acquired Fund Shares as of the Closing Date, as defined in paragraph 3.1 (“Acquired Fund Shareholders”), on a pro rata basis within that class, the Acquiring Fund Shares of the corresponding class received by OGMF, on behalf of the Acquired Fund, pursuant to paragraph 1.1 and (b) completely liquidate.  Such liquidation shall be accomplished, with respect to each class of Acquired Fund Shares, by the transfer of the corresponding Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders.  The aggregate net asset value of each class of Acquiring Fund Shares to be so credited to each corresponding class of Acquired Fund Shareholders shall, with respect to each class, be equal to the aggregate net asset value of the Acquired Fund Shares of the corresponding class owned by Acquired Fund Shareholders on the Closing Date.  All issued and outstanding Acquired Fund Shares will be canceled on the books of the Acquired Fund.  The Acquiring Fund shall not issue certificates representing any class of Acquiring Fund Shares in connection with such exchange.

1.5.Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent.

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1.6.Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Fund.

2..VALUATION

2.1.The value of the Assets shall be determined as of the “close of business” (as defined in paragraph 3.1) on the Closing Date (such time and date being hereinafter called the “Valuation Date”), computed using the valuation procedures set forth in the then-current prospectus and statement of additional information, as supplemented, with respect to the Acquired Fund and valuation procedures established by OGMF’s Board of Trustees.  All computations of value shall be made by [          ], in its capacity as [          ] for the Acquired Fund, and shall be subject to confirmation by the Acquiring Fund’s recordkeeping agent.

2.2The net asset value per share of each class of Acquiring Fund Shares shall be determined to the nearest full cent on the Valuation Date, using the valuation procedures set forth in the then-current prospectus and statement of additional information, as supplemented,  with respect to the Acquiring Fund and valuation procedures established by JPMorgan’s Board of Trustees.  All computations of value shall be made by [          ], in its capacity as [          ] for the Acquiring Fund, and shall be subject to confirmation by the Acquired Fund’s recordkeeping agent.

2.3The number of Acquiring Fund Shares of each class to be issued in exchange for the Assets shall be determined with respect to each such class by dividing the value of the net assets with respect to each class of Acquired Fund Shares, determined using the same valuation procedures referred to in paragraph 2.1, by the net asset value of an Acquiring Fund Share of the corresponding class, determined using the same valuation procedures referred to in paragraph 2.2.

3.CLOSING AND CLOSING DATE

3.1.The Closing Date shall be February 18, 2005, or such other date as the parties may agree.  All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties.  The “close of business” on the Closing Date shall be as of [    ] p.m., Eastern Time and after the declaration of any dividends.  The Closing shall be held at the offices of [          ] or at such other time and/or place as the parties may agree.

3.2.OGMF shall direct [               ], as custodian for the Acquired Fund (“Acquired Fund Custodian”), to deliver to JPMorgan, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made.  The Acquired Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to [          ], as the custodian for the Acquiring Fund (“Acquiring Fund Custodian”).  Such presentation shall be made for examination no later than five business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof.  The Acquired Fund Custodian shall deliver to the Acquiring Fund Custodian as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each securities depository, as defined in Rule 17f-4 under the 1940 Act, the Assets deposited with such depositories.  The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date.

3.3.OGMF shall direct [         ], in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to JPMorgan at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of

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each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing.  The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4.  At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request.

3.4.In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of JPMorgan with respect to the Acquiring Fund and the Board of Trustees of OGMF with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

4.REPRESENTATIONS AND WARRANTIES

4.1. Except as has been fully disclosed to JPMorgan in Schedule 4.1 to this Agreement, OGMF, on behalf of the Acquired Fund, represents and warrants to JPMorgan as follows:

(a)The Acquired Fund is duly established as a series of OGMF, which is a business trust duly organized, existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under its Declaration of Trust, as amended (“Charter”), to own all of its Assets and to carry on its business as it is being conducted as of the date hereof.  OGMF is not required to qualify as a foreign trust or association in any jurisdiction.  OGMF has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1(c) [The obligations of OGMF entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of OGMF personally, but bind only the assets of OGMF and all persons dealing with any series or funds of OGMF, such as the Acquiring Fund, must look solely to the assets of OGMF belonging to such series or fund for the enforcement of any claims against OGMF.] 

(b)OGMF is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act, and the registration of each class of Acquired Fund Shares under the Securities Act of 1933, as amended (“1933 Act”), is in full force and effect.

(c)No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (“1934 Act”), the 1940 Act, state securities laws and the Hart-Scott-Rodino Act.

(d)The current prospectus and statement of additional information of the Acquired Fund and each prospectus and statement of additional information of the Acquired Fund used at all times prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. 

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(e)On the Closing Date, OGMF, on behalf of the Acquired Fund, will have good and marketable title to the Assets and full right, power, and authority to sell, assign, convey, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for the Assets, JPMorgan, on behalf of the Acquiring Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, including such restrictions as might arise under the 1933 Act.

(f)The Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result in (i) a material violation of the OGMF’s Charter or Code of Regulations or of any agreement, indenture, instrument, contract, lease or other undertaking to which OGMF, on behalf of the Acquired Fund, is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which OGMF, on behalf of the Acquired Fund, is a party or by which it is bound. 

(g)All material contracts or other commitments of the Acquired Fund (other than this Agreement, contracts listed in Schedule 4.1 and certain investment contracts, including options, futures, and forward contracts) will terminate without liability to the Acquired Fund on or prior to the Closing Date.  Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of each party thereto and the assignment by the Acquired Fund to the Acquiring Fund of each such contract will not result in the termination of such contract, any breach or default thereunder or the imposition of any penalty thereunder.

(h)Except as disclosed in Schedule 4.1 to this Agreement, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to OGMF’s knowledge, threatened against OGMF, with respect to the Acquired Fund or any of its properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business.  Except as disclosed in Schedule 4.1 to this Agreement, OGMF, on behalf of the Acquired Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.

(i)The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquired Fund at June 30, 2004, have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, and such statements (true and correct copies of which have been furnished to JPMorgan) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with GAAP, and there are no known contingent, accrued or other liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date that are not disclosed therein. The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquired Fund at December 31, 2004 (unaudited), will be when sent to Acquired Fund shareholders in the regular course in accordance with GAAP consistently applied, and such statements (true and correct copies of which will be furnished to JPMorgan) will present fairly, in all material respects, the financial condition of the Acquired Fund as of such date in accordance with GAAP, and all known contingent, accrued or other liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date will be disclosed therein. 

(j)Since June 30, 2004, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquired Fund of indebtedness.  For the purposes of this subparagraph (j), a decline in net asset value per share of Acquired Fund Shares due to declines in

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market values of securities held by the Acquired Fund, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund Shares by shareholders of the Acquired Fund shall not constitute a material adverse change.

(k)On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquired Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of OGMF’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns.

(l)For each taxable year of its operation (including the taxable year ending on the Closing Date), the Acquired Fund has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company, has been (or will be) eligible to and has computed (or will compute) its federal income tax under Section 852 of the Code, and will have distributed substantially all of (i) the excess of (x) its investment income excludible from gross income under Section 103 of the Code over (y) its deductions disallowed under Sections 265 and 171 of the Code (net tax-exempt income), (ii) its investment company taxable income (computed without regard to any deduction for dividends paid) and (iii) any capital gain (after reduction for any capital loss carryover) (as defined in the Code) that has accrued through the Closing Date, and before the Closing Date will have declared dividends intended to be sufficient to distribute all of its net tax-exempt income, investment company taxable income and net capital gain for the period ending on the Closing Date. 

(m)All issued and outstanding Acquired Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by OGMF and will have been offered and sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws.  All of the issued and outstanding Acquired Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Acquired Fund, as provided in paragraph 3.3.  The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund Shares, nor is there outstanding any security convertible into any of the Acquired Fund Shares.  The Acquired Fund will review its assets to ensure that at any time prior to the Closing Date its assets do not include any assets that the Acquiring Fund is not permitted, or reasonably believes to be unsuitable for it, to acquire, including without limitation any security that, prior to its acquisition by the Acquired Fund, is unsuitable for the Acquiring Fund to acquire. 

(n)The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Board of Trustees of OGMF, and by the approval of the Acquired Fund’s shareholders, as described in paragraph 8.1, and this Agreement constitutes a valid and binding obligation of OGMF, on behalf of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

(o)The combined proxy statement and prospectus (“Proxy Statement”) to be included in the Registration Statement (as defined in paragraph 5.6), insofar as it relates to the Acquired Fund, will from the effective date of the Registration Statement through the date of the meeting of shareholders of the Acquired Fund contemplated therein and on the Closing Date (i) not contain any 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, in light of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions

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from the Proxy Statement made in reliance upon and in conformity with information that was furnished by the Acquiring Fund for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder.  The information to be furnished by the Acquired Fund for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the National Association of Securities Dealers, Inc.), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

4.2.Except as has been fully disclosed to OGMF in Schedule 4.2 to this Agreement, JPMorgan, on behalf of the Acquiring Fund, represents and warrants to OGMF as follows:

(a)The Acquiring Fund is duly established as a series of JPMorgan, which is a business trust duly organized, existing, and in good standing under the laws of the Commonwealth of Massachusetts with the power under JPMorgan’s Declaration of Trust to own all of its properties and assets and to carry on its business as contemplated by this Agreement.  JPMorgan is not required to qualify as a foreign trust or association in any jurisdiction.  JPMorgan has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.2(c).  The obligations of JPMorgan entered into in the name or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of JPMorgan personally, but bind only the assets of JPMorgan and all persons dealing with any series or funds of JPMorgan, such as the Acquired Fund, must look solely to the assets of JPMorgan belonging to such series or fund for the enforcement of any claims against JPMorgan. 

(b)JPMorgan is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of each class of the Acquiring Fund Shares under the 1933 Act will be in full force and effect as of the Closing Date. 

(c)No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Hart-Scott-Rodino Act.

(d)The current prospectus and statement of additional information of the Acquiring Fund and each prospectus and statement of additional information of the Acquiring Fund used at all times prior to the date of this Agreement conforms in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of or conformed at the time of its use the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. 

(e)The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement will not result, in (i) a material violation of JPMorgan’s Declaration of Trust, Bylaws or of any agreement, indenture, instrument, contract, lease or other undertaking to which OGMF, on behalf of the Acquiring Fund, is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which JPMorgan, on behalf of the Acquiring Fund, is a party or bywhich it is bound. 

(f)No litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or, to JPMorgan’s knowledge, threatened against JPMorgan, with respect to the Acquiring Fund or any of the Acquiring Fund’s properties or assets, that, if adversely determined, would materially and adversely affect the Acquiring Fund’s financial condition or the conduct of its business.  JPMorgan, on behalf of the Acquiring Fund, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of

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any order, decree or judgment of any court or governmental body which materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions herein contemplated.

(g)The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquiring Fund at [provide date], have been audited by PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, and are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, and such statements (true and correct copies of which have been furnished to OGMF) present fairly, in all material respects, the financial condition of the Acquiring Fund as of such date in accordance with GAAP, and there are no known contingent, accrued or other liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date that are not disclosed therein. The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets, and Schedule of Investments of the Acquiring Fund at [provide date], [are/will be when sent to Acquiring Fund shareholders in the regular course] in accordance with GAAP consistently applied, and such statements (true and correct copies of which [have been/will be] furnished to OGMF) [present/will present] fairly, in all material respects, the financial condition of the Acquiring Fund as of such date in accordance with GAAP, and [there are no/all] known contingent, accrued or other liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date [that are not disclosed therein/will be disclosed therein]. 

(h)Since [provide date], there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness.  For the purposes of this subparagraph (h), a decline in net asset value per share of Acquiring Fund Shares due to declines in market values of securities held by the Acquiring Fund, the discharge of Acquiring Fund liabilities, or the redemption of Acquiring Fund Shares by shareholders of the Acquiring Fund shall not constitute a material adverse change.

(i)On the Closing Date, all federal and other tax returns, dividend reporting forms, and other tax-related reports of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of JPMorgan’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns.

(j)For each taxable year of its operation (including the taxable year that includes the Closing Date), the Acquiring Fund has met (or will meet) the requirements of Subchapter M of the Code for qualification as a regulated investment company, has been (or will be) eligible to and has computed (or will compute) its federal income tax under Section 852 of the Code, and will have distributed substantially all of its (i) investment company taxable income (computed without regard to any deduction for dividends paid) and (ii) net capital gain (after reduction for any capital loss carryover) (as defined in the Code) for periods ending prior to the Closing Date.

(k)All of the issued and outstanding Acquiring Fund Shares are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by JPMorgan and will have been offered and sold in every state, territory and the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws.  The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares.  All of the Acquiring Fund Shares to be issued and delivered to the Acquired Fund, for the account of the Acquired Fund Shareholders, pursuant to this Agreement will on the Closing Date have been duly authorized and, when so issued and delivered, will

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be duly and validly and legally issued Acquiring fund Shares and be fully paid and non-assessable by JPMorgan.

(l)The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Board of Trustees of JPMorgan and this Agreement constitutes a valid and binding obligation of JPMorgan, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles. 

(m)The Proxy Statement to be included in the Registration Statement, insofar as it relates to the Acquiring Fund and the Acquiring Fund Shares, will from the effective date of the Registration Statement through the date of the meeting of shareholders of the Acquired Fund contemplated therein and on the Closing Date (i) not contain any 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, in light of the circumstances under which such statements were made, not materially misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Proxy Statement made in reliance upon and in conformity with information that was furnished by the Acquired Fund for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder.  The information to be furnished by the Acquiring Fund for use in registration statements and other documents filed or to be filed with any federal, state or local regulatory authority (including the National Association of Securities Dealers, Inc.), which may be necessary in connection with the transactions contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

5.COVENANTS

OGMF, on behalf of the Acquired Fund, and JPMorgan, on behalf of the Acquiring Fund, respectively, hereby further covenant as follows:

5.1.The Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable.

5.2.OGMF will call a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

5.3.The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.4.The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund Shares.

5.5.Subject to the provisions of this Agreement, each of the Acquiring Fund and the Acquired Fund covenant to take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.6.The Acquiring Fund shall prepare and file a Registration Statement on Form N-14 in compliance with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder with respect to the Reorganization (“Registration Statement”).  The Acquired Fund will provide to the Acquiring Fund such information regarding the Acquired Fund as may be reasonably necessary for the preparation of the Registration Statement.

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5.7.Each of the Acquiring Fund and the Acquired Fund covenant to use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transactions contemplated by this Agreement as promptly as practicable.

5.8.OGMF, on behalf of the Acquired Fund, covenants that it will, from time to time, as and when reasonably requested by JPMorgan, execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as JPMorgan, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) OGMF’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) JPMorgan’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 

5.9.The Acquiring Fund covenants to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

5.10The Acquiring Fund shall not change its Declaration of Trust, prospectus or statement of additional information prior to closing so as to restrict permitted investments for the Acquiring Fund, except as required by the Securities and Exchange Commission.

6.CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED FUND

The obligations of OGMF, on behalf of the Acquired Fund, to consummate the transactions provided for herein shall be subject, at OGMF’s election, to the performance by JPMorgan, on behalf of the Acquiring Fund, of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:

6.1.All representations and warranties of JPMorgan, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date.

6.2.JPMorgan, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by JPMorgan, on behalf of the Acquiring Fund, on or before the Closing Date.

6.3.JPMorgan shall have executed and delivered an assumption of the Liabilities and all such other agreements and instruments as OGMF may reasonably deem necessary or desirable in order to vest in and confirm (a) OGMF’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) JPMorgan’s assumption of all of the Liabilities and otherwise to carry out the intent and purpose of this Agreement. 

6.4.JPMorgan, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of JPMorgan, on behalf of the Acquiring Fund, by JPMorgan’s President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to OGMF and dated as of the Closing Date, as to the matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as OGMF shall reasonably request. 

6.5.The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

7.CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND 

The obligations of JPMorgan, on behalf of the Acquiring Fund, to consummate the transactions provided for herein shall be subject, at JPMorgan’s election, to the performance by OGMF, on behalf of the Acquired 

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Fund, of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following further conditions: 

7.1.All representations and warranties of OGMF, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date.

7.2.OGMF, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by OGMF, on behalf of the Acquired Fund, on or before the Closing Date.

7.3.OGMF shall have delivered to the Acquiring Fund a statement of the Assets and Liabilities, as of the Closing Date, including a schedule of investments, certified by the Treasurer of OGMF.  OGMF shall have executed and delivered all such assignments and other instruments of transfer as JPMorgan may reasonably deem necessary or desirable in order to vest in and confirm (a) OGMF’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) JPMorgan’s title to and possession of all the Assets and otherwise to carry out the intent and purpose of this Agreement. 

7.4.OGMF, on behalf of the Acquired Fund, shall have delivered to JPMorgan a certificate executed in the name of OGMF, on behalf of the Acquired Fund, by OGMF’s President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to JPMorgan and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as JPMorgan shall reasonably request. 

7.5.The Acquired Fund and the Acquiring Fund shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

8.FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND AND ACQUIRED FUND

If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to OGMF, on behalf of the Acquired Fund, or JPMorgan, on behalf of the Acquiring Fund, the other party to this Agreement shall be entitled, at its option, to refuse to consummate the transactions contemplated by this Agreement:

8.1.This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund in accordance with the provision of the Charter and Code of Regulations of OGMF, applicable state law and the 1940 Act, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Fund.  Notwithstanding anything herein to the contrary, neither OGMF nor JPMorgan may waive the condition set forth in this paragraph 8.1.

8.2.On the Closing Date no action, suit or other proceeding shall be pending or, to OGMF’s or to JPMorgan’s knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

8.3.All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by OGMF or JPMorgan to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.

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8.4.The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

8.5.The parties shall have received the opinion of Dechert LLP dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions, and representations made by OGMF, on behalf of the Acquired Fund, JPMorgan, on behalf of the Acquiring Fund, and their respective authorized officers, (i) the transaction contemplated by this Agreement will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be 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 Acquiring Fund upon receipt of the Assets in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities; (iii) the basis in the hands of the Acquiring Fund in the Assets will be the same as the basis of the Acquired Fund in the Assets immediately prior to the transfer thereof; (iv) the holding periods of the Assets in the hands of the Acquiring Fund will include the periods during which the Assets were held by the Acquired Fund; (v) no gain or loss will be recognized by the Acquired Fund upon the transfer of the Assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the Liabilities, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in liquidation; (vi) no gain or loss will be recognized by the Acquired Fund shareholders upon the exchange of their Acquired Fund Shares for the Acquiring Fund Shares; (vii) the aggregate basis of the Acquiring Fund Shares that each Acquired Fund shareholder receives in connection with the transaction will be the same as the aggregate basis of his or her Acquired Fund Shares exchanged therefor; (viii) an Acquired Fund shareholder’s holding period for his or her Acquiring Fund Shares will be determined by including the period for which he or she held the Acquired Fund Shares exchanged therefore, provide that he or she held such Acquired Fund Shares as capital assets; and (ix) the Acquiring Fund will succeed to, and take into account (subject to the conditions and limitations specified in Sections 381, 382, 383, and 384 of the Code and the Regulations thereunder) the items of the Acquired Fund described in Section 381(c) of the Code.  The opinion will not address whether gain or loss will be recognized with respect to any contracts subject to Section 1256 of the Code in connection with the reorganization.  The delivery of such opinion is conditioned upon receipt by Dechert LLP of representations it shall request of OGMF and JPMorgan.  Notwithstanding anything herein to the contrary, neither OGMF nor JPMorgan may waive the condition set forth in this paragraph 8.5.

8.6.JPMorgan shall have received the opinion of Ropes & Gray LLP dated the Closing Date (subject to customary assumptions, qualifications and limitations and in form and substance acceptable to JPMorgan, substantially to the effect that, based upon certain facts and certifications made by OGMF, on behalf of the Acquired Fund, and its authorized officers, (a) OGMF is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and, to the knowledge of such counsel, is neither qualified nor required to qualify as a foreign trust or association in any jurisdiction, (b) this Agreement and the transactions contemplated herein have been approved by all necessary action by OGMF and constitutes a valid and binding obligation of OGMF, on behalf of the Acquired Fund, and enforceable against OGMF, on behalf of the Acquired Fund, subject to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or court decisions regarding enforcement of creditors’ rights generally, (c) OGMF, on behalf of the Acquired Fund, has all necessary power and authority to sell, assign, convey, transfer and deliver the Assets to JPMorgan, on behalf of the Acquiring Fund, and upon consummation of the transactions contemplated by this Agreement, in accordance with the terms hereof, OGMF, on behalf of the Acquired Fund, will have duly sold, assigned, conveyed, transferred and delivered the Assets to JPMorgan, on behalf of the Acquiring Fund, (d) the execution and delivery of this Agreement did not, and the consummation of the transactions contemplated herein will not violate, contravene or conflict with any provision of the Charter or Code of Regulations of OGMF or the current prospectus and statement of additional information of the Acquired Fund or applicable state law, and (e) no consent, approval, authorization or order of any court or governmental authority is required for the consummation by OGMF, on behalf of the Acquired Fund, of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and state securities laws. 

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8.7.OGMF shall have received the opinion of Sullivan & Cromwell LLP dated the Closing Date (subject to customary assumptions, qualifications and limitations and in form and substance acceptable to OGMF) substantially to the effect that, based upon certain facts and certifications made by JPMorgan, on behalf of the Acquiring Fund, and its authorized officers, (a) JPMorgan is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and authorized to exercise all of the powers recited in its Declaration of Trust under the laws of The Commonwealth of Massachusetts, and the Acquiring Fund is a series of JPMorgan; (b) the Acquiring Fund Shares are duly authorized and, upon delivery to OGMF, on behalf of the Acquired Fund shareholders pursuant to this Agreement, will be validly issued, fully paid and non-assessable by JPMorgan, (c) assuming the due authorization, execution and delivery of the Agreement by OGMF on behalf of the Acquiring Fund, the Agreement constitutes a valid and legally binding obligation of JPMorgan, on behalf of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; provided that such counsel shall be entitled to state that it expresses no opinion with respect to the validity, binding effect or enforceability of any contractual provisions purporting to provide indemnification of any person for any claims, damages, liabilities or expenses which may be limited by any applicable Federal or state securities laws; and (d) all actions required to be taken by JPMorgan, on behalf of the Acquiring Fund, to authorize the Agreement and to effect the transactions contemplated thereby have been duly authorized by all necessary action on the part of JPMorgan; (e) the execution and delivery by JPMorgan of the Agreement did not, and the performance by JPMorgan, on behalf of the Acquiring Fund, of its obligations under the Agreement will not, violate JPMorgan’s Declaration of Trust or By-laws; provided, however, that such counsel shall be entitled to state that it expresses no opinion with respect to Federal or state securities laws, other antifraud laws and fraudulent transfer laws; and provided, further, that insofar as the performance by JPMorgan, on behalf of the Acquiring Fund, of its obligations under the Agreement is concerned, such counsel shall be entitled to state that it expresses no opinion as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws and general applicability relating to or affecting creditors’ rights and to general equity principles; and (f) to the knowledge of each counsel, no consent, approval, authorization or order of any court or governmental authority for the United States or The Commonwealth of Massachusetts is required for the consummation by JPMorgan, on behalf of the Acquiring Fund, of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and state securities laws.  With respect to all matters of Massachusetts law, such counsel shall be entitled to state that, with the approval of the Acquired Fund, they have relied upon the opinion of JPMorgan’s Massachusetts counsel, and that its opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in the opinion of JPMorgan’s Massachusetts counsel.  Such opinion also shall include such other matters incident to the transactions contemplated by this Agreement as the Acquired Fund may reasonably request. 

8.8The Assets will include no assets which the Acquiring Fund, by reason of limitations contained in its Declaration of Trust or of investment restrictions disclosed in its current prospectus and statement of additional information, as supplemented, in effect on the Closing Date, may not properly acquire.

9.INDEMNIFICATION

9.1JPMorgan, out of the Acquiring Fund’s assets and property (including any amounts paid to the Acquiring Fund pursuant to any applicable liability insurance policies or indemnification agreements) agrees to indemnify and hold harmless OGMF and its Trustees and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by JPMorgan or its Trustees or officers prior to the Closing Date, provided that such indemnification by JPMorgan (or the Acquiring Fund) is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.

9.2OGMF, out of the Acquired Fund’s assets and property including (including any amounts paid to the Acquired Fund pursuant to any applicable liability insurance policies or indemnification agreements) agrees to indemnify and hold harmless JPMorgan and its Trustees and officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquiring Fund may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by OGMF or its Trustees or officers prior to the Closing Date, provided that such indemnification by OGMF (or the Acquired Fund) is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.

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10.BROKERAGE FEES AND EXPENSES

10.1.JPMorgan, on behalf of the Acquiring Fund, and OGMF, on behalf of the Acquired Fund, represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

10.2.The expenses relating to the Reorganization will be borne by J.P. Morgan Investment Management Inc. and Bank One Investment Advisors Corporation.  The costs of the Reorganization shall include, but not be limited to, costs associated with obtaining any necessary order of exemption from the 1940 Act, preparation and filing of the Registration Statement and printing and distribution of the Proxy Statement, legal fees, accounting fees, securities registration fees, and expenses of holding a shareholders’ meeting pursuant to paragraph 5.2.  Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code. 

11.ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

11.1.JPMorgan and OGMF agree that neither party has made any representation, warranty or covenant, on behalf of either the Acquiring Fund or the Acquired Fund, respectively, not set forth herein and that this Agreement constitutes the entire agreement between the parties.

11.2.The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder.  The covenants to be performed after the Closing and the obligations of each of the Acquired Fund and Acquiring Fund in Section 9 shall survive the Closing.

12.TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the either the Board of Trustees of JPMorgan or the Board of Trustees of OGMF, at any time prior to the Closing Date, if circumstances should develop that, in the opinion of that Board, make proceeding with the Agreement inadvisable with respect to the Acquiring Fund or the Acquired Fund, respectively.

13.AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of JPMorgan and OGMF.

14.NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery (i.e., e-mail) personal service or prepaid or certified mail addressed as follows:

If to OGMF, at the address of OGMF set forth in the preamble to this Agreement, in each case to the attention of Scott E. Richter and with a copy to Dechert LLP, 1775 I Street, N.W., Washington, DC 20006, attn: Jane A. Kanter; 

If to JPMorgan, at the address of JPMorgan set forth in the preamble to this Agreement, in each case to the attention of Nina O. Shenker and with a copy to Sullivan & Cromwell LLP, 125 Broad Street, New York, NY 10004, attn.:  John E. Baumgardner, Jr. 

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15.HEADINGS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT; LIMITATION OF LIABILITY; RULE 145 

15.1.The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.2.This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusettswithout regard to its principles of conflicts of laws. 

15.3.This Agreement shall bind and inure to the benefit of the parties hereto 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 party. 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 Agreement.

15.4.Pursuant to Rule 145 under the 1933 Act, the Acquired Fund will, in connection with the issuance of any Acquiring Fund Shares to any person who at the time of the transaction contemplated hereby is deemed to be an affiliate of a party to the transaction pursuant to Rule 145(c), cause to be affixed upon the certificates issued to such person (if any) a legend as follows: 

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT TO [ACQUIRING FUND] OR ITS PRINCIPAL UNDERWRITER UNLESS (i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO [ACQUIRING FUND], SUCH REGISTRATION IS NOT REQUIRED;” 

and, further, the Acquired Fund will issue stop transfer instructions to its transfer agent with respect to such Acquired Fund Shares.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its President or any Vice President. 

ONE GROUP MUTUAL FUNDS, on behalf of its series, [One Group Series]		[JPMORGAN FUND], on behalf of its series, [JPMorgan Series]
By:		By:
	Name:		Name:
	Title:		Title:

With respect to Section 10.2 of this Agreement, Accepted and Acknowledged by 

J.P. Morgan Investment Management Inc.		Banc One Investment Advisors Corporation
By:		By:
	Name:		Name:
	Title:		Title:

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Schedule 4.1

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Schedule 4.2

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APPENDIX B

YOUR ACCOUNT WORKS

How Your Account Works

BUYING FUND SHARES

In this Prospectus/Proxy Statement, the Prime Money Market Fund and the 100% U.S. Treasury Securities Money Market Fund offer Capital, Agency and Premier shares.

You do not pay any sales charge (sometimes called a load) when you buy Capital, Agency and Premier shares of these Funds.  Certain dealers and shareholder servicing agents may receive payments from JPMorgan Chase Bank or an affiliate (See “Additional Compensation to Financial Intermediaries in the Proxy Statement/Prospectus). These payments are made at their own expense.

The price you pay for your shares is the net asset value per share (NAV) of the class. NAV is the value of everything a class of a Fund owns, minus everything the class owes, divided by the number of shares held by investors. The Funds seek to maintain a stable NAV of $1.00. Each Fund uses the amortized cost method to value its portfolio of securities. This method provides more stability in valuations. However, it may also result in periods during which the stated value of a security is different from the price the Fund would receive if it sold the investment.

The NAV of each class of shares is generally calculated as of the cut-off time each day the Funds are accepting orders. You will pay the next NAV calculated after the applicable JPMorgan Funds service center accepts your order.

You may buy Capital, Agency and Premier shares through an investment representative, such as broker-dealers and banks that have an agreement with the Funds and Capital and Agency Class shares through a service organization.  You can buy Premier shares directly from the JPMorgan Funds service center, and you can buy Capital and Agency shares directly from the JPMorgan Institutional Funds Service Center.

Shares are available on any business day that the Funds are open for business.  The Funds will be closed on weekends and days on which the Federal Reserve Bank of New York and the New York Stock Exchange (NYSE) is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.

On occasion, the NYSE closes before 4:00 p.m. Eastern Time (ET). When the NYSE closes before a Fund’s cut-off time, purchase requests received by the Fund or an authorized agent of the Fund after the NYSE closes will be effective the following business day. Each Fund, however, may elect to remain open following an early close of the NYSE or to open on days when the Federal Reserve is open and the NYSE is closed. If your purchase request is received by the Fund or an authorized agent of the Fund before the Fund’s close on a day when the NYSE closes early but the Fund remains open, or on a day when the Fund is open but the NYSE is not, it will be effective the same business day. Purchase requests received after a Fund closes will be effective the following business day. Shareholders will receive notice at www.jpmorganfunds.com if and to what extent a Fund remains open following an early close of the NYSE or if and to what extent a Fund will be open on a day when the Federal Reserve is open and the NYSE is not.

If we accept your order by a Fund’s cut-off time, we will process your order at that day’s price and you will be entitled to all dividends declared on that day. If we accept your order after the cut-off time, we will generally process it at the next day’s price. If you pay by check before the cut-off time, we will generally process your order the next day the Funds are open for business.

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Normally, the cut-off time for each Fund is:

PRIME MONEY MARKET FUND	5:00 P.M. ET
100% U.S. TREASURY SECURITIES MONEY MARKET FUND	3:00 P.M. ET

If you buy through an agent and not directly from a JPMorgan Funds service center, the agent could set earlier cut-off times. The Funds may close earlier a few days each year if the Public Securities Association recommends that the U.S. government securities market close trading earlier.

The Funds have the right to refuse any purchase order or to stop offering shares for sale at any time.

TO OPEN AN ACCOUNT, BUY OR SELL SHARES OR GET FUND INFORMATION, CALL (AS APPLICABLE):

JPMORGAN FUNDS SERVICE CENTER
1-800-348-4782

JPMORGAN INSTITUTIONAL FUNDS SERVICE CENTER
1-800-766-7722

MINIMUM INVESTMENTS

The minimum amount for initial investments in each Fund by investors or service organizations is as follows (the minimum investment may be less for certain investors):

CLASS OF SHARES	INITIAL INVESTMENT
Premier Class	$	1,000,000
Agency Class	$	10,000,000
Capital Class	$	100,000,000

There are no minimum levels for subsequent purchases, but you must always have the minimum investment in your account.

GENERAL

The JPMorgan money market funds are intended for short-term investment horizons, and do not monitor for market timers or prohibit short-term trading activity.  Although these Funds are managed in a manner that is consistent with their investment objectives, frequent trading by shareholders may disrupt their management and increase their expenses.

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.  When you open an account, we will ask for your name, residential or business street address, date of birth (for an individual), and other information that will allow us to identify you, including your social security number, tax identification number or other identifying number.  The Funds cannot waive these requirements.  The Funds are required by law to reject your Account Application if the required identifying information is not provided.

We will attempt to collect any missing information required on the Account Application by contacting either you or your investment representative.  If we cannot obtain this information with the established time frame, your Account Application will be rejected.  Amounts received prior to receipt of the required information will be returned to you without interest if your Account Application is rejected.  If the required information is obtained, your investment will be accepted and you will receive the NAV next calculated after all of the required information is received.

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Once we have received all of the required information, federal law requires us to verify your identity.  After an account is opened, we may restrict your ability to purchase additional shares until your identity is verified.  If we are unable to verify your identity within a reasonable time, the Funds reserve the right to close your account at the current day’s NAV.  If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed, less any applicable contingent deferred sales charge.

Make your check out to JPMorgan Funds or JPMorgan Institutional Funds, as applicable, in U.S. dollars.  The Funds do not accept credit cards, cash, starter checks or credit card checks.  The Funds reserve the right to refuse “third-party” checks and checks drawn on non-U.S. financial institutions even if payment may be effected through a U.S. financial institution.  Checks made payable to any individual or company and endorsed to the JPMorgan Funds or a Fund are considered “third-party” checks.  The redemption of shares purchased through the JPMorgan Institutional Funds service center, a JPMorgan Funds service center or an Automated Clearing House (ACH) transaction is subject to certain limitations.  See Selling Fund Shares.

Your purchase may be cancelled if your check does not clear and you will be responsible for any expenses and losses to the Funds. Orders by wire may be cancelled if the JPMorgan Funds Service Center or JPMorgan Institutional Funds Service Center does not receive payment by 5:00 p.m. Eastern time on the day that you placed your order.

You can buy shares in one of two ways:

THROUGH YOUR INVESTMENT REPRESENTATIVE OR SERVICE ORGANIZATION

You may buy Capital, Agency and Premier shares through an investment representative, and you may also purchase Capital and Agency Class shares through a service organization.  Tell your investment representative or service organization which Funds you want to buy and he or she will contact us. Your investment representative or service organization may charge you a fee and may offer additional services, such as special purchase and redemption programs, “sweep” programs, cash advances and redemption checks. Some investment representatives charge a single fee that covers all services.  Your investment representative or service organization must accept  your order by a Fund’s cut-off time in order for us process your order at that day’s price.  Your investment representative or service organization may impose different minimum investments and earlier cut-off time to buy and sell shares.

Your service organization is paid by the Funds to assist you in establishing your account, executing transactions and monitoring your investment.  Service organizations may provide the following services in connection with their customers’ investments in the Funds:

•      Acting directly or through an agent, as the sole shareholder of record

•      Maintaining account records for customers

•      Processing orders to purchase, redeem or exchange shares for customers

•      Responding to inquiries from shareholders

•      Assisting customers with investment procedures

THROUGH THE JPMORGAN FUNDS SERVICE CENTER (for Premier shares)

Call 1-800-348-4782

Or

Complete the application form and mail it along with a check for the amount you want to invest to:

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JPMorgan Funds Service Center
P.O. Box 219392
Kansas City, MO 64121-9392

THROUGH THE JPMORGAN INSTITUTIONAL FUNDS SERVICE CENTER (for Capital and Agency shares)

Call 1-800-766-7722

Or

Complete the application form and mail it along with a check for the amount you want to invest to:

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road
Newark, DE 19713

The applicable JPMorgan Funds service center will accept your order when federal funds, a wire, a check or ACH transaction is received together with a completed application or other instructions in proper form.

The JPMorgan Funds Service Center and the JPMorgan Institutional Funds Service Center accept purchase orders on any business day that the Funds are open for business. The Funds will be closed on weekends and day on which the Federal Reserve Bank of New York and the NYSE are closed. Each Fund, however, may elect to open on days when the Federal Reserve is open and the NYSE is closed. Normally, if the JPMorgan Funds Service Center or the JPMorgan Institutional Funds Service Center receives your order in proper form by the Fund’s cut-off time, we will process your order at that day’s price.

SELLING FUND SHARES

You can sell your shares on any day that the JPMorgan Funds Service Center or JPMorgan Institutional Funds Service Center is accepting purchase orders. You will receive the next NAV calculated after the JPMorgan Funds Service Center or JPMorgan Institutional Funds Service Center accepts your order.

We will need the names of the registered shareholders, your account number and other information before we can sell your shares.

Under normal circumstances, if the JPMorgan Funds Service Center or the JPMorgan Institutional Funds Service Center accept your order before a Fund’s cut-off time, the Fund will make available to you the proceeds the same business day. You will not be permitted to enter a redemption order for shares purchased directly through the JPMorgan Funds Service Center or the JPMorgan Institutional Funds Service Center by check or through an ACH transaction for 15 days or 7 business days, respectively, following the acceptance of a purchase order unless you provide satisfactory proof that your purchase check has cleared. Thereafter, a redemption order can be processed as otherwise described. The Funds may stop accepting orders to sell and may postpone payments for more than seven days, or more than one day for Prime Money Market Fund, as federal securities laws permit.

You will need to have signatures guaranteed for all registered owners or their legal representative if:

•      you want your payment sent to an address other than the one we have in our records; or,

•      you want to sell shares with a net asset value of $100,000 or more.

We may also need additional documents or a letter from a surviving joint owner before selling the shares. Contact the JPMorgan Funds Service Center or the JPMorgan Institutional Funds Service Center, as applicable, for more details.

B-4

You can sell your shares in one of three ways:

THROUGH YOUR INVESTMENT REPRESENTATIVE OR SERVICE ORGANIZATION

You may sell Capital, Agency and Premier shares through an investment representative, and you may also sell Capital and Agency shares through a service organization.  Tell your investment representative or service organization which Funds you want to sell. We must accept an order by the Fund’s cut-off time in order for us to process your order at that day’s price. He or she will send the necessary documents to the JPMorgan Funds Service Center or the JPMorgan Institutional Funds Service Center, as applicable. Your investment representative or service organization may charge you for this service.

THROUGH THE JPMORGAN FUNDS SERVICE CENTER (for Premier shares)

Call 1-800-348-4782. We will mail you a check or send the proceeds via electronic transfer or wire. If you have changed your address of record within the previous 30 days or if you sell shares of a Fund worth $25,000 or more by telephone, we will send the proceeds by wire only to a bank account on our records.

THROUGH THE JPMORGAN INSTITUTIONAL FUNDS SERVICE CENTER (for Capital and Agency shares)

Call 1-800-766-7722.  We will send the proceeds by wire only to the bank account on our records.

REDEMPTIONS-IN-KIND

Generally, all redemptions will be for cash.  However, if you redeem shares worth $250,000 or more of a Fund’s assets, the Fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash.  If payment is made in securities, the Fund will value the securities selected in the same manner in which it computes its NAV.  The process minimizes the effect of large redemptions of the Fund and its remaining shareholders.

EXCHANGING FUND SHARES

You can exchange your Capital, Agency and Premier shares for shares of the same class in certain other JPMorgan Funds.

When you purchase by check or through an ACH transaction, you can exchange your shares beginning 15 days or 7 business days, respectively, after you buy your shares.  For tax purposes, an exchange is treated as a sale of Fund shares.

Carefully read the prospectus of the Fund you want to buy before making an exchange.  You will need to meet any minimum investment requirement.  For further details, call 1-800-348-4782 for Premier, shares, and 1-800-766-7722 for Capital and Agency shares.

We reserve the right to limit the number of exchanges or to refuse an exchange.  Your exchange privilege will be revoked if the exchange activity is considered excessive.

You may exchange your shares in one of three ways:

THROUGH YOUR INVESTMENT REPRESENTATIVE OR SERVICE ORGANIZATION

You may exchange Capital, Agency and Premier shares through an investment representative, and you may also exchange Capital and Agency shares through a service organization.  Tell your investment representative or service organization which Funds’ shares you want to exchange.  They will send the necessary documents to the JPMorgan Funds Service Center or JPMorgan Institutional Funds Service Center, as applicable.  Your investment representative or service organization may charge you for this service.

B-5

THROUGH THE JPMORGAN FUNDS SERVICE CENTER (for Premier shares)

Call 1-800-348-4782 to ask for details.

THROUGH THE JPMORGAN INSTITUTIONAL FUNDS SERVICE CENTER (for Capital and Agency shares)

Call 1-800-766-7722 to ask for details.

OTHER INFORMATION CONCERNING THE FUNDS

We may close your account if the balance falls below the applicable minimum account size set forth above as a result of selling shares. We will give you 60 days’ notice before closing your account.

Unless you indicate otherwise on your account application, we are authorized to act on redemption and transfer instructions received by telephone. If someone trades on your account by telephone, we will ask that person to confirm your account registration and address to make sure they match those you provided us. If they give us the correct information, we are generally authorized to follow that person’s instructions. We will take reasonable precautions to confirm that the instructions are genuine. Investors agree that they will not hold the Funds liable for any loss or expenses arising from any sales request if the Funds take reasonable precautions. The applicable Fund will be liable for any loss to you from an unauthorized sale or fraud against you if we do not follow reasonable procedures.

You may not always reach the JPMorgan Funds Service Center and the JPMorgan Institutional Funds Service Center by telephone. This may be true at times of unusual market changes and shareholder activity. You can mail us your instructions or contact your investment representative or agent. We may modify or cancel the sale of shares by telephone without notice.

You may write to (for Premier shares):

JPMorgan Funds Service Center
P.O. Box 219392
Kansas City, MO 64121-9392

You may write to (for Capital and Agency shares):

JPMorgan Institutional Funds Service Center
500 Stanton Christiana Road
Newark, DE 19713

Each Fund may issue multiple classes of shares.  Each class has 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.

B-6

APPENDIX C

COMPARISON OF INVESTMENT OBJECTIVES AND PRIMARY
INVESTMENT STRATEGIES

	One Group Treasury Only Money Market Fund	JPMorgan 100% U.S. Treasury Securities Money Market Fund
Investment Objective	To seek high current income with liquidity and stability of principal with the added assurance of a Fund that does not purchase securities that are subject to repurchase agreements.	To provide the highest possible level of current income while still maintaining liquidity and providing maximum safety of principal.
Primary Investment Strategies	One Group Treasury Only Money Market Fund invests exclusively in short-term U.S. Treasury bills, notes and bonds.  The Fund will comply with the Securities and Exchange Commission (“SEC”) rules applicable to all money market funds, including Rule 2a-7 under the Investment Company Act of 1940. The Fund invests only in U.S. dollar denominated securities. •   The Fund invests exclusively in short-term U.S. Treasury bills, notes and other U.S. obligations issued or guaranteed by the U.S. Treasury.  If the Fund decides to change this strategy, shareholders will be given 60 days advance notice. •   The average maturity on a dollar-weighted basis of the securities held by the Fund will be 90 days or less. •   Each security held by the Fund will mature 397 days or less as determined under Rule 2a-7. •   The Fund will acquire only those securities that present minimal credit risks. •   The Fund may lend its securities. The Fund is diversified as defined in the Investment Company Act of 1940.	The JPMorgan 100% U.S. Treasury Securities Money Market Fund invests exclusively in: •   obligations of the U.S. Treasury, including Treasury bills, bonds and notes. These investments carry different interest rates, maturities and issue dates.  The Fund does not buy securities issued or guaranteed by agencies of the U.S. government. The dollar weighted average maturity of the Fund will generally be 90 days or less and the Fund will buy only those instruments that have remaining maturities of 397 days or less. All securities purchased by the Fund must meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. The Fund’s adviser seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities. The Fund seeks to maintain a net asset value of $1.00 per share. The Fund’s Board of Trustees may change any of the investment policies (including the investment objective) without shareholder approval. The Fund is diversified as defined in the Investment Company Act of 1940.
Who May Want to Invest		Who may want to invest The Fund is designed for investors who: •   want an investment that strives to preserve capital •want regular income from a high-quality portfolio

C-1

One Group Treasury Only Money Market Fund	JPMorgan 100% U.S. Treasury Securities Money Market Fund
	•want a highly liquid investment •are pursuing a short-term goal The Fund is not designed for investors who: •are investing for long-term growth •are investing for high income •require the added security of FDIC Insurance

C-2

	One Group Institutional Prime Money Market Fund	JPMorgan Prime Money Market Fund
Investment Objective	To seek current income with liquidity and stability of principal.	To provide the highest possible level of current income while still maintaining liquidity and preserving capital.
Primary Investment Strategies	One Group Institutional Prime Money Market Fund invests exclusively in high-quality, short-term money market instruments.  These instruments include corporate notes, commercial paper, funding agreements, certificates of deposit and bank obligations. The Fund will comply with Securities and Exchange Commission (“SEC”) rules applicable to all money market funds, including Rule 2a-7 under the Investment Company Act of 1940.  The Fund will concentrate its investments in the financial services industry, including asset-backed commercial paper programs. The Fund invests only in U.S. dollar denominated securities. •The average maturity on a dollar-weighted basis of the securities held by the Fund will be 90 days or less. •Each security held by the Fund will mature in 397 days or less as determined under Rule 2a-7. •The Fund will acquire only those securities that present minimal credit risks. •The Fund invests exclusively in money market instruments.  These include, but are not limited to: 1.  corporate notes; 2.  commercial paper; 3.  funding agreements; 4.  certificates of deposit; and 5.  bank obligations. Under normal market conditions, the Fund will invest at least 25% of its total assets in securities issued by companies in the financial services industry, although the Fund may invest less than 25% of its total assets in that industry if warranted due to adverse economic conditions and if investing less than that amount appears to be in the best interests of shareholders.  The financial services industry includes banks, broker-dealers, finance companies and other issuers of asset-backed	The JPMorgan Prime Money Market Fund invests in high quality, short-term money market instruments which are issued and payable in U.S. dollars. The Fund principally invests in: •high quality commercial paper and other short-term debt securities, including floating and variable rate demand notes of U.S. and foreign corporations •debt securities issued or guaranteed by qualified U.S. and foreign banks, including certificates of deposit, time deposits and other short-term securities •securities issued or guaranteed by the U.S. government, its agencies or instrumentalities •asset-backed securities •repurchase agreements and reverse repurchase agreements •taxable municipal obligations The dollar weighted average maturity of the Fund will generally be 60 days or less and the Fund will buy only those instruments that have remaining maturities of 397 days or less. All securities purchased by the Fund must meet the requirements of Rule 2a-7 under the Investment Company Act of 1940. The Fund may invest significantly in securities with floating or variable rates of interest.  Their yields will vary as interest rates change. The Fund invests in U.S. dollar denominated securities that have the highest possible short-term rating from at least two nationally recognized statistical 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 the adviser. The Fund’s adviser seeks to develop an appropriate portfolio by considering the differences in yields among securities of different maturities, market sectors and issuers. The Fund seeks to maintain a net asset value of $1.00 per share. The Fund’s Board of Trustees may change any of these investment policies (including its investment objective)

C-3

	One Group Institutional Prime Money Market Fund	JPMorgan Prime Money Market Fund
	securities. The Fund may lend its securities. The Fund is diversified as defined in the Investment Company Act of 1940.	without shareholder approval. The Fund is diversified as defined in the Investment Company Act of 1940.
Who May Want to Invest		Who May Want to Invest The Fund is designed for investors who: •   want an investment that strives to preserve capital •want regular income from a high quality portfolio •want a highly liquid investment •are looking for an interim investment •are pursuing a short-term goal The Fund is not designed for investors who: •are investing for long-term growth •are investing for high income •require the added security of FDIC Insurance

C-4

APPENDIX D

Financial Highlights of the JPMorgan Funds

JPMORGAN 100% U.S. TREASURY SECURITIES MONEY MARKET FUND

	Per share operating performance:
	Income from investment operations:
	Net asset value, beginning of period		Net investment income		Less dividends from net investment income		Net asset value, end of period		Total return (b)
Premier
09/01/03 Through 02/29/04 (c)	$	1.00	—	+	—	+	$	1.00	0.27	%
Year Ended 08/31/03	$	1.00	0.01		0.01		$	1.00	0.88	%
Year Ended 08/31/02	$	1.00	0.02		0.02		$	1.00	1.68	%
Year Ended 08/31/01	$	1.00	0.05		0.05		$	1.00	4.84	%
Year Ended 08/31/00	$	1.00	0.05		0.05		$	1.00	5.12	%
Year Ended 08/31/99	$	1.00	0.04		0.04		$	1.00	4.40	%
Agency@
09/01/03 Through 02/29/04 (c)	$	1.00	—	+	—	+	$	1.00	0.37	%
Year Ended 08/31/03	$	1.00	0.01		0.01		$	1.00	1.09	%
Year Ended 08/31/02	$	1.00	0.02		0.02		$	1.00	1.89	%
Year Ended 08/31/01	$	1.00	0.05		0.05		$	1.00	5.11	%
Year Ended 08/31/00	$	1.00	0.05		0.05		$	1.00	5.38	%
Year Ended 08/31/99	$	1.00	0.05		0.05		$	1.00	4.67	%

	Ratios / Supplemental data:
			Ratios to average net assets: #
	Net assets, end of period		Net expenses		Net investment income		Expenses without waivers, reimbursements and earning credits		Net investment income without waivers, reimbursements and earning credits
	(millions)
Premier
09/01/03 Through 02/29/04 (c)	$	545	0.46	%	0.53	%	0.47	%	0.52	%
Year Ended 08/31/03	$	489	0.46	%	0.85	%	0.47	%	0.84	%
Year Ended 08/31/02	$	353	0.46	%	1.52	%	0.48	%	1.50	%
Year Ended 08/31/01	$	133	0.48	%	4.70	%	0.52	%	4.66	%
Year Ended 08/31/00	$	116	0.49	%	5.02	%	0.53	%	4.98	%
Year Ended 08/31/99	$	24	0.50	%	4.22	%	0.56	%	4.16	%
Agency@
09/01/03 Through 02/29/04 (c)	$	953	0.25	%	0.73	%	0.32	%	0.66	%
Year Ended 08/31/03	$	818	0.25	%	1.11	%	0.32	%	1.04	%
Year Ended 08/31/02	$	1,090	0.25	%	1.86	%	0.32	%	1.79	%
Year Ended 08/31/01	$	1,170	0.25	%	4.93	%	0.35	%	4.83	%
Year Ended 08/31/00	$	872	0.25	%	5.26	%	0.34	%	5.17	%
Year Ended 08/31/99	$	895	0.24	%	4.51	%	0.32	%	4.43	%

@Formerly Institutional Shares

+Amount rounds to less than $0.005.

(b)Not annualized for periods less than one year.

#Short periods have been annualized.

(c)Unaudited.

D-1

JPMORGAN PRIME MONEY MARKET FUND

	Per share operating performance:
	Income from investment operations:
	Net asset value, beginning of period		Net investment income		Less dividends from net investment income		Net asset value, end of period		Total return (b)
Premier
09/01/03 Through 02/29/04 (c)	$	1.00	—	+	—	+	$	1.00	0.34	%
Year Ended 08/31/03	$	1.00	0.01		0.01		$	1.00	1.01	%
Year Ended 08/31/02	$	1.00	0.02		0.02		$	1.00	1.85	%
Year Ended 08/31/01	$	1.00	0.05		0.05		$	1.00	5.25	%
Year Ended 08/31/00	$	1.00	0.06		0.06		$	1.00	5.81	%
Year Ended 08/31/99	$	1.00	0.05		0.05		$	1.00	4.90	%
Agency@
09/01/03 Through 02/29/04 (c)	$	1.00	—	+	—	+	$	1.00	0.43	%
Year Ended 08/31/03	$	1.00	0.01		0.01		$	1.00	1.20	%
Year Ended 08/31/02	$	1.00	0.02		0.02		$	1.00	2.05	%
Year Ended 08/31/01	$	1.00	0.05		0.05		$	1.00	5.45	%
Year Ended 08/31/00	$	1.00	0.06		0.06		$	1.00	6.01	%
Year Ended 08/31/99	$	1.00	0.05		0.05		$	1.00	5.10	%

	Ratios / Supplemental data:
			Ratios to average net assets: #
	Net assets, end of period		Net expenses		Net investment income		Expenses without waivers and earnings credits		Net investment income without waivers and earnings credits
	(millions)
Premier
09/01/03 Through 02/29/04 (c)	$	5,601	0.45	%	0.68	%	0.47	%	0.66	%
Year Ended 08/31/03	$	5,412	0.45	%	1.00	%	0.46	%	0.99	%
Year Ended 08/31/02	$	5,182	0.44	%	1.80	%	0.47	%	1.77	%
Year Ended 08/31/01	$	2,153	0.45	%	4.96	%	0.49	%	4.92	%
Year Ended 08/31/00	$	1,841	0.45	%	5.67	%	0.49	%	5.63	%
Year Ended 08/31/99	$	1,094	0.45	%	4.77	%	0.49	%	4.73	%
Agency@
09/01/03 Through 02/29/04 (c)	$	12,752	0.26	%	0.87	%	0.31	%	0.82	%
Year Ended 08/31/03	$	12,648	0.26	%	1.20	%	0.31	%	1.15	%
Year Ended 08/31/02	$	12,562	0.25	%	2.08	%	0.32	%	2.01	%
Year Ended 08/31/01	$	16,676	0.26	%	5.15	%	0.33	%	5.08	%
Year Ended 08/31/00	$	9,430	0.26	%	5.86	%	0.33	%	5.79	%
Year Ended 08/31/99	$	8,161	0.26	%	4.96	%	0.33	%	4.89	%

@Formerly Institutional Shares

+Amount rounds to less than $0.005.

(b)Not annualized for periods less than one year.

#Short periods have been annualized.

(c)Unaudited

D-2

APPENDIX E

Similarities and Differences in the Forms of Organization of the JPMorgan Trust I, One Group Mutual Funds and JPMorgan Funds

	JPMorgan Trust 1 (a Delaware statutory trust)	J.P. Morgan Mutual Fund Trust (a Massachusetts business trust)(JPMorgan 100% U.S. Treasury Securities Money Market FundJPMorgan Prime Money Market Fund)	One Group® Mutual Funds (a Massachusetts business trust)(One Group Treasury Only Money Market Fund One Group Institutional Prime Money Market Fund)
Quorum of shareholders	Majority of shares entitled to vote.	Majority of shares entitled to vote.	Majority of shares entitled to vote.
Can the Fund issue an unlimited number of shares?	Yes.	Yes.	Yes.
Do the Trustees have the power to materially amend the governing instrument without shareholder approval?	Yes.	Yes.(1)	No.
Can the Trustees amend the by-laws (or Code of Regulations, in the case of One Group Mutual Funds) without shareholder approval?	Yes.(2)	Yes.(2)	Yes.(3)
Is termination of the trust (as opposed to a series thereof) possible without shareholder approval?	Yes.	Yes.	No.

(1)Provided that (A) no amendment which the Trustees have determined would affect the rights, privileges and interests of holders a particular series of shares differently than the holders of all series of shares, and which would otherwise require a majority shareholder vote under the trust document, may be made except with the vote or consent of a majority shareholder vote of shareholders of such series, and (B)  no amendment may be made which would change any rights with respect to the shares, or any series of shares, by reducing the amount payable thereon upon liquidation of the trust or by diminishing or eliminating any voting rights pertaining thereto, except with the majority shareholder vote of the shares or that series of shares.

(2)Except where such power is reserved by the by-laws, the Declaration of Trust or law to the shareholders.

(3)The One Group Mutual Funds do not have by-laws.  Certain governance matters are set forth in their Code of Regulations.

E-1

	JPMorgan Trust 1 (a Delaware statutory trust)	J.P. Morgan Mutual Fund Trust (a Massachusetts business trust)(JPMorgan 100% U.S. Treasury Securities Money Market FundJPMorgan Prime Money Market Fund)	One Group® Mutual Funds (a Massachusetts business trust)(One Group Treasury Only Money Market Fund One Group Institutional Prime Money Market Fund)
Can the Trustees act without a meeting?	Yes.(4)	Yes.(5)	Yes.(6)
Trustee liability other than what the federal securities laws already prescribe?	No.	No.	No.
Shareholder liability?	No.	No.	No.
Term of office of Trustees	Until death, resignation, mandatory retirement age, declaration of incompetence by court, or removal.	Until resignation, removal, or incapacitation by illness or injury.	Until death, resignation, mandatory retirement age, bankruptcy, declaration of incompetence by court, or removal.
Vote required for a reorganization	Majority vote of trustees without shareholder approval to the extent permitted by law.	(i) Two-thirds of outstanding shares of series or (ii) majority vote of outstanding shares entitled to vote if reorganization recommended by trustees.	Approval of trustees and majority of outstanding voting securities of series.
Rights of Inspection?	No.(7)	Yes.	No.(7)

(4)If a majority of trustees consent to action in writing.

(5)If all trustees or all members of a committee (where action may be taken by a committee) consent to the action in writing.

(6)Unless otherwise provided in the Declaration of Trust or required by law, by written consents of a majority of trustees.

(7)Except as determined by trustees or authorized by law.

E-2

APPENDIX F

Legal Proceedings and Additional Fee Information

On September 3, 2003, the New York Attorney General (“NYAG”) simultaneously filed and settled a complaint  (the “Canary Complaint”) against Canary Capital Partners, LLC, et al. (collectively, “Canary”). The Canary Complaint alleged, among other things, that Canary had engaged in improper trading practices with certain mutual funds in One Group Mutual Funds. Specifically, the NYAG alleged that Canary engaged in certain activities that it characterized as “market timing” and also “late trading.”

On June 29, 2004, Banc One Investment Advisors entered into agreements with the Securities and Exchange Commission (the “SEC”) and the NYAG in resolution of investigations conducted by the SEC and the NYAG into market timing of certain Funds, possible late trading of certain Funds and related matters. In its settlement with the SEC, Banc One Investment Advisors consented to the entry of an order by the SEC (the “SEC Order”) instituting and settling administrative and cease-and-desist proceedings against it. Under the terms of the SEC Order and the settlement agreement, Banc One Investment Advisors or its affiliates will pay disgorgement of $10 million and a civil money penalty of $40 million for a total payment of $50 million, which will be distributed to certain current and former shareholders of the Funds as noted below. The settlement agreement with the NYAG also requires Banc One Investment Advisors to reduce its management fee for certain Funds in the aggregate amount of approximately $8 million annually over the next five years.  In addition, Banc One Investment Advisors has agreed to undertakings relating to, among other things, additional fee-related disclosure to investors, of which the Annual and Cumulative Expense Examples provided below are a part.

Annual and Cumulative Expense Examples

The table below shows the Net and Gross Expense Ratios of the Funds as of February 19, 2005:

		Net Expense Ratio			Gross Expense Ratio
Fund	Class	As of November 1, 2004	As of February 19, 2005		As of February 19, 2005
JPMorgan 100% Treasury Market Fund	Capital	N/A	0.14	%	0.23	%
	Premier	N/A	0.39	%	0.48	%
	Agency	N/A	0.24	%	0.33	%
JPMorgan Prime Money Market Fund	Capital	N/A	0.16	%	0.23	%
	Premier	N/A	0.45	%	0.48	%
	Agency	N/A	0.26	%	0.33	%

A Fund’s annual return is reduced by its fees and expenses for that year. The examples below are intended to help you understand the annual and cumulative impact of the Fund’s fees and expenses on your investment through a hypothetical investment of $10,000 held for the next 10 years.  The examples assume the following:

•       On February 19, 2005, you invest $10,000 in the Fund and you will hold the shares for the entire period;

•       Your investment has a 5% return each year;

•       The Fund’s operating expenses remain at the levels discussed below and are not affected by increases of decreases in Fund assets over time;

•       At the time of purchase, any applicable initial sales charges (loads) are deducted; and

•       There is no sales charge (load) on reinvested dividends.

•       The annual costs are calculated using the Net Expense Ratios in period through the expiration of any fee waivers or expense reimbursements memorialized in a written contract between the Funds and JPMIM and its affiliates; and the Gross Expense Ratios thereafter.

“Annual Net Return” shows what effect the “Annual Costs” will have on the assumed 5% annual return for each year.  “Gross Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be if Fund expenses are not deducted.  “Net Cumulative Return” shows what the cumulative return on your investment at the end of each fiscal year would be assuming Fund expenses are deducted each year in the amount shown under “Annual Costs.”

Your actual costs may be higher or lower than those shown.

F-1

JPMorgan 100% Treasury Money Market Fund

	Capital Class								Premier Class
For the Year Ended	Annual Costs		Gross Cumulative Return		Net Cumulative Return		Net Annual Return		Annual Costs		Gross Cumulative Return		Net Cumulative Return		Net Annual Return
December 31, 2005 (a)	$	12	4.32	%	4.19	%	4.19	%	$	34	4.32	%	3.98	%	3.98	%
December 31, 2006	$	15	9.53	%	9.18	%	4.78	%	$	41	9.53	%	8.69	%	4.53	%
December 31, 2007	$	22	15.01	%	14.38	%	4.77	%	$	46	15.01	%	13.60	%	4.52	%
December 31, 2008	$	27	20.76	%	19.84	%	4.77	%	$	56	20.76	%	18.74	%	4.52	%
December 31, 2009	$	28	26.80	%	25.56	%	4.77	%	$	58	26.80	%	24.10	%	4.52	%
December 31, 2010	$	30	33.14	%	31.55	%	4.77	%	$	61	33.14	%	29.71	%	4.52	%
December 31, 2011	$	31	39.79	%	37.82	%	4.77	%	$	64	39.79	%	35.58	%	4.52	%
December 31, 2012	$	32	46.78	%	44.39	%	4.77	%	$	67	46.78	%	41.71	%	4.52	%
December 31, 2013	$	34	54.12	%	51.28	%	4.77	%	$	70	54.12	%	48.11	%	4.52	%
December 31, 2014	$	36	61.83	%	58.50	%	4.77	%	$	73	61.83	%	54.81	%	4.52	%

(a) Information from February 19, 2005 through year end not annualized.

JPMorgan 100% Treasury Money Market Fund

	Agency Class
For the Year Ended	Annual Costs		GrossCumulative Return		NetCumulative Return		Net Annual Return
December 31, 2005(a)	$	21	4.32	%	4.11	%	4.11	%
December 31, 2006	$	26	9.53	%	8.98	%	4.68	%
December 31, 2007	$	32	15.01	%	14.07	%	4.67	%
December 31, 2008	$	39	20.76	%	19.40	%	4.67	%
December 31, 2009	$	40	26.80	%	24.97	%	4.67	%
December 31, 2010	$	42	33.14	%	30.81	%	4.67	%
December 31, 2011	$	44	39.79	%	36.92	%	4.67	%
December 31, 2012	$	46	46.78	%	43.31	%	4.67	%
December 31, 2013	$	48	54.12	%	50.01	%	4.67	%
December 31, 2014	$	51	61.83	%	57.01	%	4.67	%

(a) Information from February 19, 2005 through year end not annualized.

JPMorgan Prime Money Market Fund

	Capital Class								Premier Class
For the Year Ended	Annual Costs		GrossCumulative Return		NetCumulative Return		Net Annual Return		Annual Costs		GrossCumulative Return		NetCumulative Return		Net Annual Return
December 31, 2005(a)	$	14	4.32	%	4.18	%	4.18	%	$	40	4.32	%	3.93	%	3.93	%
December 31, 2006	$	17	9.53	%	9.22	%	4.84	%	$	48	9.53	%	8.66	%	4.55	%
December 31, 2007	$	26	15.01	%	14.43	%	4.77	%	$	53	15.01	%	13.57	%	4.52	%
December 31, 2008	$	27	20.76	%	19.89	%	4.77	%	$	56	20.76	%	18.70	%	4.52	%
December 31, 2009	$	28	26.80	%	25.61	%	4.77	%	$	58	26.80	%	24.07	%	4.52	%
December 31, 2010	$	30	33.14	%	31.60	%	4.77	%	$	61	33.14	%	29.67	%	4.52	%
December 31, 2011	$	31	39.79	%	37.87	%	4.77	%	$	64	39.79	%	35.53	%	4.52	%
December 31, 2012	$	32	46.78	%	44.45	%	4.77	%	$	67	46.78	%	41.66	%	4.52	%
December 31, 2013	$	34	54.12	%	51.34	%	4.77	%	$	70	54.12	%	48.06	%	4.52	%
December 31, 2014	$	36	61.83	%	58.56	%	4.77	%	$	73	61.83	%	54.76	%	4.52	%

(a) Information from February 19, 2005 through year end not annualized.

JPMorgan Prime Money Market Fund

	Agency Class
For the Year Ended	Annual Costs		GrossCumulative Return		NetCumulative Return		Net Annual Return
December 31, 2005(a)	$	23	4.32	%	4.09	%	4.09	%
December 31, 2006	$	28	9.53	%	9.02	%	4.74	%
December 31, 2007	$	37	15.01	%	14.12	%	4.67	%
December 31, 2008	$	39	20.76	%	19.45	%	4.67	%
December 31, 2009	$	40	26.80	%	25.02	%	4.67	%
December 31, 2010	$	42	33.14	%	30.86	%	4.67	%
December 31, 2011	$	44	39.79	%	36.97	%	4.67	%
December 31, 2012	$	46	46.78	%	43.37	%	4.67	%
December 31, 2013	$	48	54.12	%	50.07	%	4.67	%
December 31, 2014	$	51	61.83	%	57.07	%	4.67	%

(a) Information from February 19, 2005 through year end not annualized.

F-2

PART B

J.P. Morgan Mutual Fund Trust

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan Prime Money Market Fund

Statement of Additional Information

October 29, 2004

Acquisition of the Assets and Liabilities of:	By and in Exchange for Shares of:
One Group Treasury Only Money Market Fund	JPMorgan 100% U.S. Treasury Securities Money Market Fund
One Group Institutional Prime Money Market Fund	JPMorgan Prime Money Market Fund
1111 Polaris Parkway Columbus, Ohio  43271-1235	522 Fifth Avenue, New York New York 10036

This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Proxy Statement/Prospectus dated October 29, 2004, relating specifically to the proposed transfer of all of the assets of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund to JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund, respectively, in exchange for shares of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund, respectively, having an aggregate net asset value equal to those of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund, respectively.  To obtain a copy of the Proxy Statement/Prospectus, please write to J.P. Morgan Mutual Fund Trust at 522 Fifth Avenue, New York, New York 10036 or call (800) 348-4782.  The transfers are to occur pursuant to an Agreement and Plan of Reorganization.  Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Proxy Statement/Prospectus.

TABLE OF CONTENTS

1.	General Information
2.	Financial Statements
3.	Pro Forma Financial Statements and Notes for One Group Treasury Only Money Market Fund and JPMorgan 100% U.S. Treasury Securities Money Market Fund
4.	Pro Forma Financial Statements and Notes for One Group Institutional Prime Money Market Fund and JPMorgan Prime Money Market Fund.

1

GENERAL INFORMATION

A Special Meeting of Shareholders of the One Group Funds to consider the Reorganizations will be held at the offices of J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, New York 10036, on Thursday, January 20, 2005, at              a.m., Eastern time.  For further information about the Reorganizations, see the Proxy Statement/Prospectus.  

FINANCIAL STATEMENTS

This Statement of Additional Information of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund consists of this cover page, the accompanying pro forma financial statements and related notes and the following documents, each of which was filed electronically with the Securities and Exchange Commission and is incorporated by reference herein:

1.	The Statement of Additional Information for One Group Mutual Funds dated October 29, 2004;
2.	The Statement of Additional Information for JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund filed December 29, 2003;
3.	The Financial Statements of One Group Treasury Only Money Market Fund and One Group Institutional Prime Money Market Fund are included in the Funds’ Annual Report filed for the year ended June 30, 2004 (Accession Number 0000950152-04-006781);
4.	The Financial Statements of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund are included in the Funds’ Annual Report filed for the year ended August 31, 2003 (Accession Number 0001047469-03-034561);
5.	The Financial Statements of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund are included in the Funds’ Semi-Annual Report filed for the year ended February 29, 2004 (Accession Number 0001047469-04-015966).

2

Shown below are the financial statements for each Fund and pro forma financial statements for each of the Combined Funds, assuming the reorganization is consummated as of February 29, 2004.  The first table presents the Portfolio of Investments for each Fund and pro forma figures for the Combined Fund.  The second table presents the Statements of Assets and Liabilities for each Fund and estimated pro forma figures for the Combined Fund.  The third table presents the Statements of Operations for each Fund and estimated pro forma figures for the Combined Fund.  These tables are followed by the Notes to the Pro Forma Financial Statements.

One Group Treasury Only Money Market Fund / JPMorgan 100% U.S. Treasury Securities Money Market Fund

Pro forma Combined Portfolio of Investments	February 29, 2004
(Amounts in thousands)
(Unaudited)

One Group Treasury Only Money Market Fund Principal Amount		JPMorgan 100% U.S. Treasury Securities Money Market Fund Principal Amount		Pro forma Combined Principal Amount		Security Description	One Group Treasury Only Money Market Fund Value		JPMorgan 100% U.S. Treasury Securities Money Market Fund Value		Pro forma Combined Value
U.S. Treasury Securities (100.0%)
$	133,160	$	360,359	$	493,519	U.S. Treasury Bills, 0.86%, 03/04/04	$	133,150	$	360,333	$	493,483
125,000		204,973		329,973		U.S. Treasury Bills, 0.88%, 03/11/04	124,970		204,923		329,893
279,850		78,850		358,700		U.S. Treasury Bills, 0.92%, 03/18/04	279,728		78,814		358,542
234,100				234,100		U.S. Treasury Bills, 0.87%, 03/25/04	233,965				233,965
235,705		197,904		433,609		U.S. Treasury Bills, 0.93%, 04/01/04	235,516		197,738		433,254
113,820		175,538		289,358		U.S. Treasury Bills, 0.88%, 04/08/04	113,715		175,374		289,089
266,295				266,295		U.S. Treasury Bills, 0.87%, 04/15/04	266,005				266,005
220,215		506,762		726,977		U.S. Treasury Bills, 0.89%, 04/22/04	219,932		506,113		726,045
200,000		226,819		426,819		U.S. Treasury Bills, 0.91%, 04/29/04	199,701		226,451		426,152
392,855		329,198		722,053		U.S. Treasury Bills, 0.93%, 05/06/04	392,187		328,595		720,782
223,760		337,259		561,019		U.S. Treasury Bills, 0.94%, 05/13/04	223,333		336,645		559,978
154,085		38,905		192,990		U.S. Treasury Bills, 0.92%, 05/20/04	153,769		38,820		192,589
250,000		86,541		336,541		U.S. Treasury Bills, 0.93%, 05/27/04	249,436		86,346		335,782
		9,562		9,562		U.S. Treasury Bills, 0.91%, 06/24/04			9,534		9,534
		360,664		360,664		U.S. Treasury Bills, 0.92%, 07/22/04			359,339		359,339
		148,230		148,230		U.S. Treasury Bills, 0.97%, 07/29/04			147,629		147,629
		374,664		374,664		U.S. Treasury Bills, 0.98%, 08/05/04			373,065		373,065
		200,000		200,000		U.S. Treasury Bills, 0.96%, 08/12/04			199,122		199,122
		2,029		2,029		U.S. Treasury Bills, 0.99%, 08/19/04			2,020		2,020
150,000		562,000		712,000		U.S. Treasury Notes & Bonds, 3.63%, 03/31/04	150,331		563,240		713,571
400,000		175,000		575,000		U.S. Treasury Notes & Bonds, 3.38%, 04/30/04	401,599		175,674		577,273
		42,315		42,315		U.S. Treasury Notes & Bonds, 3.25%, 05/31/04			42,546		42,546
		490,000		490,000		U.S. Treasury Notes & Bonds, 2.88%, 06/30/04			492,870		492,870
		25,000		25,000		U.S. Treasury Notes & Bonds, 2.13%, 08/31/04			25,124		25,124
		25,000		25,000		U.S. Treasury Notes & Bonds, 5.88%, 11/15/04			25,786		25,786
		26,000		26,000		U.S. Treasury Notes & Bonds, 2.00%, 11/30/04			26,117		26,117

See unaudited notes to pro forma financial statements.

3

	79,000	79,000	U.S. Treasury Notes & Bonds, 1.50%, 02/28/05			79,184		79,184
Total U.S. Treasury Securities (Cost $8,438,739)				3,377,337		5,061,402		8,438,739
Total (Cost $8,438,739) - 100.0%				$	3,377,337	$	5,061,402	$	8,438,739

See unaudited notes to pro forma financial statements.

4

One Group Treasury Only Money Market Fund / JPMorgan 100% U.S. Treasury Securities Money Market Fund

Pro forma Combined Statement of Assets and Liabilities

as of February 29, 2004 (Unaudited)

(Amounts in Thousands, except per share data)

	One Group Treasury Only Money Market Fund			JPMorgan 100% U.S. Treasury Securities Money Market Fund		Pro forma Adjustments			Pro forma Combined JPMorgan 100% U.S. Treasury Securities Money Market Fund
ASSETS:
Investments in non-affiliates, at value	$	3,377,337		$	5,061,402				$	8,438,739
Investments in affiliates, at value	—			—					—
Total investment securities, at value	3,377,337			5,061,402		—			8,438,739
Cash	4			51,609					51,613
Receivables:
Fund shares sold	—			5					5
Interest and dividends	6,900			13,769					20,669
Total Assets	3,384,241			5,126,785		—			8,511,026
LIABILITIES:
Payables:
Dividends	2,083			1,018					3,101
Accrued liabilities:
Investment advisory fees	213			421					634
Administration fees	133			366					499
Shareholder servicing fees	99			783					882
Distribution fees	—			27					27
Custodian fees	—			88					88
Trustees’ fees - deferred compensation plan	—			602					602
Other	92			554					646
Total Liabilities	2,620			3,859		—			6,479
Total Net Assets	$	3,381,621		$	5,122,926	$	—		$	8,504,547
NET ASSETS:
Paid in capital	$	3,381,615		$	5,122,741				$	8,504,356
Accumulated undistributed (overdistributed) net investment income	(7		)	—					(7		)
Accumulated net realized gain (loss) on investments	13			185					198
Total Net Assets	$	3,381,621		$	5,122,926	$	—		$	8,504,547
Morgan	$	—		$	2,262,043	$	—		$	2,262,043	(a)
Premier	$	—		$	544,789	$	418,674		$	963,463	(a)
Agency	$	—		$	952,914	$	227,746		$	1,180,660	(a)
Capital	$	—		$	—	$	2,735,201		$	2,735,201	(a)
Class I	$	2,735,201		$	—	$	(2,735,201	)	$	—	(a)
Class S	$	418,674		$	—	$	(418,674	)	$	—	(a)
Administrative	$	227,746		$	—	$	(227,746	)	$	—	(a)
Institutional	$	—		$	1,363,180	$	—		$	1,363,180	(a)
Total Net Assets	$	3,381,621		$	5,122,926	$	—		$	8,504,547
Shares of beneficial interest outstanding ($0.001 par value; unlimited number of shares authorized):
Morgan	—			2,262,164		—			2,262,164
Premier	—			544,762		418,674		(b)	963,436
Agency	—			952,744		227,746		(b)	1,180,490
Capital	—					2,735,201		(b)	2,735,201
Class I	2,735,230			—		(2,735,230		)(b)	—
Class S	418,660			—		(418,660		)(b)	—
Administrative	227,746			—		(227,746		)(b)	—
Institutional				1,363,144		—			1,363,144
Net Asset Value:
Morgan (and redemption price)	$	—		$	1.00				$	1.00
Premier (and redemption price)	$	—		$	1.00				$	1.00
Agency (and redemption price)	$	—		$	1.00				$	1.00
Capital (and redemption price)	$	—		$	—	$	1.00		$	1.00
Class I (and redemption price)	$	1.00		$	—	$	(1.00	)	$	—
Class S (and redemption price)	$	1.00		$	—	$	(1.00	)	$	—
Administrative (and redemption price)	$	1.00		$	—	$	(1.00	)	$	—
Institutional (and redemption price)	$	—		$	1.00				$	1.00
Cost of investments	$	3,377,337		$	5,061,402				$	8,438,739

(a)           Reflects total combined net assets due to the merger.

(b)           Reflects the adjustment to the number of shares outstanding due to the merger.

See unaudited notes to pro forma financial statements.

5

One Group Treasury Only Money Market Fund / JPMorgan 100% U.S. Treasury Securities Money Market Fund

Pro forma Combining Statement of Operations

For the twelve months ended February 29, 2004 (Unaudited)

(Amounts in Thousands)

	One Group Treasury Only Money Market Fund		JPMorgan 100% Treasury Securities Money Market Fund		Pro forma Adjustments			Pro forma Combined JP Morgan 100% U.S. Treasury Securities Money Market Fund
Investment Income
Interest income	$	33,164	$	55,797	$	—		$	88,961
Securities lending (net)	1,279		—		—			1,279
Total Investment Income	34,443		55,797		—			90,240
Expenses
Investment advisory fees	2,609		5,221		(1,058		)(a)	6,772
Administration fees	1,632		5,221		199		(a)	7,052
Shareholder services fees	976		12,698		2,317		(a)	15,991
Distribution fees	—		2,653		—			2,653
Custodian fees	64		363		(92		)(b)	335
Interest expense	6		—		—			6
Printing and postage	13		13		(10		)(c)	16
Professional fees	37		166		(20		)(c)	183
Registration expenses	112		14		(10		)(c)	116
Transfer agent fees	61		811		(495		)(b)	377
Trustees’ fees	27		79		—			106
Other	92		101		—			193
Total expenses	5,629		27,340		831			33,800
Less: amounts waived	13		4,656		1,420		(d)	6,089
Less:  earnings credits	—		—		—			—
Less:  expense reimbursements	—		20		—			20
Net expenses	5,616		22,664		(589		)	27,691
Net investment income (loss)	28,827		33,133		589			62,549
Realized and Unrealized Gain (Loss) on Investments
Net Realized gain (loss) on transactions from:
Investments	23		507		—			530
Net increase (decrease) in net assets from operations	$	28,850	$	33,640	$	589		$	63,079

*   Reflects the elimination of Securities lending (net) income

(a) Reflects revised Investment Advisory, Adminstration, Shareholder servicing and distribution fees due to the adoption of the New Fee Structure, which will become effective independent of the merger.

(b) Reflects revised contractual vendor agreements due to the propsed merger.

(c) Reflects the elimination of duplicative fund level fees due to the proposed merger.

(d) Reflects revised contractual expense reductions due to the adoption of the New Fee Structure and the proposed merger.

6

Unaudited Pro Forma Financial Statements

One Group Treasury Only Money Market Fund /JPMorgan 100% U.S. Treasury Securities Money Market Fund

Notes to Pro Forma Financial Statements (Unaudited)

1.Basis of Combination:

The unaudited Pro Forma Combined Portfolio of Investments and Pro Forma Combined Statement of Assets and Liabilities reflect the accounts of One Group Treasury Only Money Market Fund (“TOMMF”) and JPMorgan 100% U.S. Treasury Securities Money Market Fund (“USTSMMF”) as though the acquisition had been effective on February 29, 2004.  The Pro Forma Combining Statement of Operations has been prepared as though the acquisition had been in effect on March 1, 2003.  

The Pro Forma Statements give effect to the proposed transfer of all assets and liabilities of TOMMF in exchange for the shares of USTSMMF as described in the plan of reorganization. If the reorganization is approved by the shareholders, the surviving fund, USTSMMF, will be renamed JPMorgan 100% U.S. Treasury Securities Money Market Fund.

The Pro Forma Financial Statements should be read in conjunction with the historical financial statements of TOMMF and USTSMMF, which have been incorporated by reference from their respective Statements of Additional Information.

2.Shares of Beneficial Interest:

Under the proposed reorganization, each shareholder of TOMMF would receive shares of USTSMMF with a value equal to their holding in TOMMF.  Holders of TOMMF Class S shares, Administration shares and Class I shares would receive USTSMMF Premier shares, Agency shares and Capital shares, respectively.  Therefore, as a result of the proposed reorganization, current shareholders of TOMMF will become shareholders in USTSMMF Premier shares, Agency shares and Capital shares.

The Pro Forma net asset value per share assumes the issuance of additional shares of USTSMMF, which would have been issued on February 29, 2004 in connection with the proposed reorganization.  The amount of additional shares assumed to be effected was calculated based on the February 29, 2004 net assets of TOMMF and the net asset value per share of USTSMMF.

Amount in thousands, except per share data:

	USTSMMF Premier shares		USTSMMF Agency shares		USTSMMF Capital shares
Pro Forma Increase in Shares	418,674		227,746		2,735,201
Pro Forma Net Assets 2/29/04	$	418,674	$	227,746	$	2,735,201
Pro Forma Net Asset Value 2/29/04	$	1.00	$	1.00	$	1.00

3.Pro Forma Operations:

Certain expenses have been adjusted to reflect the expected expenses of the combined entity.  The adjustments are presented for the purpose of illustrating the effect of the adoption of a new fee structure implemented in connection with the overall reorganization of the JPMorgan Funds and One Group Funds and independent of the proposed merger (the “New Fee Structure”) as if the New Fee Structure had taken effect on March 1, 2003.  The merger adjustments represent those adjustments needed to present the results of operations of the combined USTSMMF as if the proposed merger had taken effect on March 1, 2003.  The resulting Pro Forma Combined USTSMMF Statement of Operations represents the pro forma results of operations as if both the New Fee Structure and proposed merger had taken effect on March 1, 2003.  

7

The merger adjustments are based on the contractual agreements that will be in effect at February 19, 2005 (the proposed date for the reorganization) at the combined level of average net assets as if the reorganization had been effective on March 1, 2003.  

8

One Group Institutional Prime Money Market Fund / JPMorgan Prime Money Market Fund

Proforma Combined Portfolio of Investments	February 29, 2004
(Amounts in thousands)
(Unaudited)

One Group Institutional Prime Money Market Fund Principal Amount		JPMorgan Prime Money Market Fund Principal Amount		Proforma Combined Principal Amount		Security Description	One Group Institutional Prime Money Market Fund Value		JPMorgan Prime Money Market Fund Value		Proforma Combined Value
U.S. Government Agency Securities (4.1%)
$	75,000			$	75,000	Federal Home Loan Bank, 1.23%, 07/06/04, Ser. RZ04	$	75,000			$	75,000
375,000				375,000		Federal Home Loan Bank, 1.17%, 07/30/04	375,000				375,000
		$	102,250	102,250		Federal Home Loan Bank, 1.04%, 09/20/04, Ser. 412, FRN			$	102,211	102,211
150,000				150,000		Federal Home Loan Bank, 1.40%, 03/29/05	150,000				150,000
		300,000		300,000		Federal Home Loan Mortgage Corp., 1.12%, 03/05/04, DN			299,963		299,963
		225,000		225,000		Federal Home Loan Mortgage Corp., 1.15%, 03/17/04, DN			224,885		224,885
		75,000		75,000		Federal Home Loan Mortgage Corp., 1.14%, 05/20/04, DN			74,810		74,810
		100,000		100,000		Federal Home Loan Mortgage Corp., 4.50%, 08/15/04			101,484		101,484
255,000				255,000		Federal Home Loan Mortgage Corp., 1.40%, 11/09/04, MTN	255,000				255,000
		300,000		300,000		Federal Home Loan Mortgage Corp., 1.46%, 11/17/04, MTN			299,999		299,999
		275,000		275,000		Federal National Mortgage Association, 0.99%, 07/30/04, FRN			274,914		274,914
170,000				170,000		Federal National Mortgage Association, 1.20%, 08/13/04	170,000				170,000
150,000				150,000		Federal National Mortgage Association, 1.50%, 11/16/04	150,000				150,000
240,000				240,000		Federal National Mortgage Association, 1.62%, 12/08/04	240,000				240,000
125,000				125,000		Federal National Mortgage Association, 1.60%, 12/29/04	125,000				125,000
131,750				131,750		Federal National Mortgage Association, 1.48%, 03/04/05	131,750				131,750
Total U.S. Government Agency Securities (Cost $3,050,016)							1,671,750		1,378,266		3,050,016
State and Municipal Obligations (0.5%)
Georgia (0.2%)
40,450				40,450		Georgia Municipal Electric Authority, 1.06%, 03/02/04	40,450				40,450
88,866				88,866		Georgia Municipal Electric Authority, 1.06%, 03/02/04	88,866				88,866
							129,316				129,316

See unaudited notes to pro forma financial statements.

9

Illinois  (0.1%)
35,025		35,025	Chicago, Illinois, 1.10%, 03/11/04	35,014		35,014
75,850		75,850	Chicago, Illinois, 1.18%, 03/31/04	75,776		75,776
				110,790		110,790
New Jersey (0.1%)
60,000		60,000	New Jersey Economic Development Authority, Revenue, FRDO, 1.09%, 02/15/29	60,000		60,000
New York  (0.1%)
60,000		60,000	New York City, New York, Sub Ser. A-10, GO, FRDO, FSA, 1.04%, 11/01/21	60,000		60,000
Total State and Municipal Obligations (Cost $360,106)				360,106		360,106
Corporate Notes & Bonds  (16.9%)
Asset Backed Securities (1.2%)
	100,000	100,000	K2 (USA) LLC, 1.08%, 03/17/04, FRN		100,000	100,000
	80,000	80,000	K2 (USA) LLC, 1.06%, 05/10/04, #		79,998	79,998
	80,000	80,000	K2 (USA) LLC, 1.06%, 05/12/04, MTN, FRN		79,998	79,998
	125,000	125,000	K2 (USA) LLC, 1.06%, 05/17/04		124,999	124,999
	95,000	95,000	K2 (USA) LLC, 1.06%, 06/08/04, MTN, FRN, #		94,999	94,999
225,000		225,000	K2 (USA) LLC, 1.12%, 09/16/04, Ser. 1, MTN, FRN, #	224,975		224,975
42,000		42,000	K2 (USA) LLC, 1.45%, 10/25/04, Ser. 1, MTN, #	41,986		41,986
100,000		100,000	Leafs LLC, 1.10%, 02/22/05, FRN, #	100,000		100,000
50,000		50,000	Structured Asset Repackaged Trust, 1.14%, 07/15/05, Ser. 2003-8, FRN, #	50,000		50,000
				416,961	479,994	896,955
Banking  (3.4%)
25,000		25,000	American Express Centurion Bank, 1.04%, 01/20/05, FRN	24,998		24,998
35,000		35,000	HBOS Treasury Services PLC (United Kingdom), 1.23%, 05/28/04, FRN, #	35,012		35,012
	100,000	100,000	Links Finance LLC, 1.07%, 03/12/04		100,000	100,000
	100,000	100,000	Links Finance LLC, 1.07%, 03/22/04		100,000	100,000
	100,000	100,000	Links Finance LLC, 1.07%, 03/24/04		100,000	100,000
	100,000	100,000	Links Finance LLC, 1.07%, 03/24/04		100,000	100,000
50,000		50,000	Links Finance LLC, 1.07%, 05/17/04, FRN, #	49,999		49,999
250,000		250,000	Links Finance LLC, 1.06%, 11/15/04, FRN, #	249,982		249,982
175,000		175,000	Wells Fargo & Co., 1.12%, 09/02/05, Ser. C, MTN, FRN	175,000		175,000

See unaudited notes to pro forma financial statements.

10

	543,670	543,670	Wells Fargo Bank N.A., 1.04%, 02/14/05, FRN		543,670	543,670
	769,980	769,980	Wells Fargo Bank N.A., 1.16%, 09/14/05, MTN, FRN		769,979	769,979
	160,000	160,000	Westpac Banking Corp./New York, 1.10%, 03/11/05, MTN, FRN		160,000	160,000
				534,991	1,873,649	2,408,640
Diversified (1.2%)
	35,000	35,000	General Electric Capital Corp., 7.25%, 05/03/04, Ser. A, MTN		35,365	35,365
	400,000	400,000	General Electric Capital Corp., 1.17%, 03/17/05, MTN, FRN		400,000	400,000
	468,000	468,000	General Electric Capital Corp., 1.18%, 04/08/05, FRN		468,000	468,000
					903,365	903,365
Financial Services (11.0%)
50,655		50,655	American Express Co., 6.75%, 06/23/04	51,515		51,515
	110,000	110,000	Associates Corp. of North America, 1.27%, 06/15/04, FRN		110,000	110,000
	75,000	75,000	Associates Corp. of North America, 1.27%, 06/25/04, MTN, FRN		75,000	75,000
200,000		200,000	Beta Finance, Inc., 1.07%, 04/07/04, Ser. 1, MTN, FRN, #	199,996		199,996
40,000		40,000	Beta Finance, Inc., 1.07%, 04/07/04, MTN, FRN, #	39,999		39,999
	167,000	167,000	Beta Finance, Inc., 1.05%, 05/17/04, MTN, FRN, #		166,998	166,998
	119,000	119,000	Beta Finance, Inc., 1.06%, 05/19/04, MTN, FRN, #		118,999	118,999
	100,000	100,000	Beta Finance, Inc., 1.06%, 06/07/04, Ser. 2, MTN, FRN, #		99,999	99,999
	200,000	200,000	Beta Finance, Inc., 1.42%, 09/13/04, MTN, #		200,000	200,000
	100,000	100,000	Beta Finance, Inc., 1.32%, 02/09/05, MTN, #		100,000	100,000
	150,000	150,000	CC USA, Inc., 1.08%, 03/08/04, MTN, FRN, #		150,000	150,000
	50,000	50,000	CC USA, Inc., 1.07%, 03/18/04, MTN, FRN, #		50,000	50,000
	75,000	75,000	CC USA, Inc., 1.07%, 03/24/04, MTN, FRN, #		75,000	75,000
66,000		66,000	CC USA, Inc., 1.32%, 04/16/04, MTN, #	66,009		66,009
	120,000	120,000	CC USA, Inc., 1.06%, 06/07/04, MTN, FRN, #		119,998	119,998
	50,000	50,000	Citigroup Global Markets Holdings, Inc., 1.45%, 05/21/04, Ser. K, MTN, FRN		50,045	50,045
	120,000	120,000	Dorada Finance, Inc., 1.08%, 03/08/04, MTN, FRN, #		120,000	120,000

See unaudited notes to pro forma financial statements.

11

71,500		71,500	Dorada Finance, Inc., 1.07%, 04/07/04, MTN, FRN, #	71,499		71,499
	150,000	150,000	Dorada Finance, Inc., 1.06%, 04/15/04, MTN, FRN, #		149,999	149,999
	60,000	60,000	Dorada Finance, Inc., 1.06%, 05/24/04, MTN, FRN, #		59,999	59,999
15,000		15,000	Dorada Finance, Inc., 1.06%, 05/27/04, MTN, FRN, #	14,999		14,999
200,000		200,000	Dorada Finance, Inc., 1.07%, 09/20/04, MTN, FRN, #	199,978		199,978
72,000		72,000	Dorada Finance, Inc., 1.08%, 02/09/05, MTN, FRN, #	71,993		71,993
	320,000	320,000	Goldman Sachs Group, Inc., 1.13%, 06/07/04, FRN, #		320,000	320,000
	550,000	550,000	Goldman Sachs Group, Inc., 1.23%, 06/28/04		550,000	550,000
	264,000	264,000	Goldman Sachs Group, Inc., 1.37%, 03/15/05, Ser. A, MTN, FRN, #		264,032	264,032
	300,000	300,000	HBOS Treasury Services PLC (United Kingdom), 1.16%, 01/24/05, MTN, FRN, #		300,000	300,000
	80,250	80,250	HBOS Treasury Services PLC (United Kingdom), 1.22%, 03/14/05, MTN, FRN, #		80,338	80,338
350,000	455,000	805,000	HBOS Treasury Services PLC (United Kingdom), 1.14%, 06/20/05, MTN, FRN, #	350,000	455,000	805,000
260,000	310,000	570,000	HBOS Treasury Services PLC (United Kingdom), 1.09%, 09/02/05, MTN, FRN, #	260,000	310,000	570,000
	250,000	250,000	Lehman Brothers Holdings, Inc., 1.09%, 02/22/05, Ser. G, MTN, FRN		250,000	250,000
	345,000	345,000	Merrill Lynch & Co., Inc., 1.10%, 02/04/05, MTN, FRN		345,000	345,000
	220,000	220,000	Money Market Trust, 1.24%, 07/09/04, Ser. A-1, FRN, #		220,000	220,000
	60,000	60,000	Money Market Trust LLY, 1.15%, 12/03/04, #		60,000	60,000
	260,000	260,000	Morgan Stanley, 1.21%, 08/15/05, Ser. 1, MTN, FRN		260,000	260,000
120,000		120,000	Premium Asset Trust, 1.12%, 08/01/05, Ser. 2003-5, FRN, #	120,000		120,000
227,000		227,000	Restructured Asset Securities with Enhanced Returns (RACERS), 1.30%, 10/01/04, Ser. 2000-7-ZCM, FRN, #	227,000		227,000

See unaudited notes to pro forma financial statements.

12

100,000		100,000	Restructured Asset Securities with Enhanced Returns (RACERS), 1.06%, 08/27/04, Ser. 2003-8-C, FRN, #	99,936		99,936
	160,000	160,000	Restructured Asset Securities with Enhanced Returns (RACERS), 1.29%, 03/15/04, Ser. 2000-7-ZCM, Class A-3, FRN, #		160,000	160,000
	475,000	475,000	Restructured Asset Securities with Enhanced Returns (RACERS), 1.30%, 04/01/04, Ser. 2001-8-MM, Class A-1, FRN, #		475,000	475,000
427,000		427,000	Restructured Asset Securities with Enhanced Returns (RACERS), 1.30%, 09/01/04, Ser. 2000-7-ZCM, FRN, #	427,001		427,001
	185,000	185,000	Restructured Asset Securities with Enhanced Returns (RACERS), 1.20%, 02/08/05, Ser. 2004-1-MM		185,000	185,000
50,000		50,000	Toyota Motor Credit Corp., 1.17%, 12/23/04, MTN, FRN	50,022		50,022
				2,249,947	5,880,407	8,130,354
Oil & Gas (0.1%)
	100,000	100,000	BP Capital Markets PLC (United Kingdom), 1.05%, 03/08/04, FRN		100,000	100,000
Total Corporate Notes & Bonds (Cost $12,439,314)				3,201,899	9,237,415	12,439,314
Residential Mortgage Backed Securities (0.2%)
Collateralized Mortgage Obligations (0.2%)
150,000		150,000	Permanent Financing PLC (United Kingdom), 1.06%, 03/10/04, Ser. 2, Class 1A, FRN	150,000		150,000
Total Residential Mortgage Backed Securities (Cost $150,000)				150,000		150,000
Commercial Mortgage Backed Securities (0.1%)
70,816		70,816	G-Force LTD (Cayman Islands), 1.14%, 12/27/04, Ser. 2002-1A, Class A1MM, FRN, #	70,816		70,816
Total Commercial Mortgage Backed Securities (Cost $70,816)				70,816		70,816
Asset Backed Securities (2.0%)
	175,000	175,000	Blue Heron Funding LTD (Cayman Islands), 1.13%, 05/28/04, Ser. 7-A, Class A1, FRN, #		175,000	175,000
203,000		203,000	Blue Heron Funding LTD (Cayman Islands), 1.12%, 10/15/04, Ser. 1A, Class A, FRN, #	203,000		203,000
120,000		120,000	Blue Heron Funding LTD (Cayman Islands), 1.12%, 12/17/04, Ser. 4A, Class A, FRN, #	120,000		120,000
147,000		147,000	Blue Heron Funding LTD (Cayman Islands), 1.12%, 02/23/05, Ser. 5A, Class A1, FRN, #	147,000		147,000

See unaudited notes to pro forma financial statements.

13

159,000		159,000	Blue Heron Funding LTD (Cayman Islands), 1.12%, 03/18/05, Ser. 2A, Class A, FRN, #	159,000		159,000
99,000		99,000	Blue Heron Funding LTD (Cayman Islands), 1.12%, 05/18/05, Ser. 6A, Class A1, FRN, #	99,000		99,000
	260,000	260,000	Blue Heron Funding LTD (Cayman Islands), 1.12%, 03/11/04, Ser. 2-A, Class A, FRN, #		260,000	260,000
109,329		109,329	G-Star LTD (Cayman Islands), 1.15%, 04/25/05, Ser. 2002-1A, Class A1MM, FRN, #	109,329		109,329
	100,000	100,000	Newcastle CDO LTD (Cayman Islands), 1.12%, 03/24/04, Ser. 3-A, Class 1-MM, FRN		100,000	100,000
56,000		56,000	Putnam Structured Product Funding (Cayman Islands), 1.18%, 05/26/04, Ser. 2001-1A, Class A1MA, FRN, #	56,000		56,000
	50,000	50,000	TIAA Retail Commercial Trust, 1.13%, 03/28/04, Ser. 2003-1A, Class A1-MM, FRN		50,000	50,000
Total Asset Backed Securities (Cost $1,478,329)				893,329	585,000	1,478,329
Funding Agreements/GIC (2.3%)
75,000		75,000	AIG Life Insurance Co., 1.24%, 07/25/05	75,000		75,000
100,000		100,000	General Electric Capital Assurance Co., 1.19%, 05/20/04	100,000		100,000
82,000		82,000	General Electric Capital Assurance Co., 1.18%, 02/18/05	82,000		82,000
200,000		200,000	Metropolitan Life Insurance Co., 1.24%, 03/15/05	200,000		200,000
200,000		200,000	New York Life Insurance Co., 1.19%, 07/28/04	200,000		200,000
200,000		200,000	New York Life Insurance Co., 1.19%, 11/05/04	200,000		200,000
200,000		200,000	New York Life Insurance Co., 1.18%, 02/25/05	200,000		200,000
80,000		80,000	Transamerica Life Insurance & Annuity Co., 1.22%, 08/09/05	80,000		80,000
100,000		100,000	Transamerica Life Insurance & Annuity Co., 1.28%, 08/09/05	100,000		100,000
175,000		175,000	Transamerica Occidental Life Insurance Co., 1.26%, 08/09/05	175,000		175,000
50,000		50,000	Travelers Insurance Co., 1.28%, 03/08/04	50,000		50,000
30,000		30,000	Travelers Insurance Co., 1.28%, 03/08/04	30,000		30,000
50,000		50,000	Travelers Insurance Co., 1.28%, 09/08/04	50,000		50,000

See unaudited notes to pro forma financial statements.

14

120,000		120,000	Travelers Insurance Co., 1.26%, 12/15/04	120,000		120,000
50,000		50,000	United of Omaha Life Insurance Co., 1.24%, 11/18/04	50,000		50,000
Total Funding Agreements/GIC (Cost $1,712,000)				1,712,000		1,712,000
Commercial Paper (32.9%)
Asset Backed Securities (15.6%)
	200,000	200,000	Amsterdam Funding Corp., 1.03%, 03/08/04		199,960	199,960
	25,000	25,000	Amsterdam Funding Corp., 1.03%, 03/16/04		24,989	24,989
	25,000	25,000	Amsterdam Funding Corp., 1.03%, 03/18/04		24,988	24,988
	135,000	135,000	Amsterdam Funding Corp., 1.03%, 03/22/04		134,919	134,919
	50,000	50,000	Amsterdam Funding Corp., 1.03%, 04/12/04		49,940	49,940
	30,000	30,000	Aquinas Funding LLC, 1.15%, 05/17/04		29,926	29,926
75,000		75,000	Aquinas Funding LLC, 1.19%, 06/10/04	74,750		74,750
100,000		100,000	Aquinas Funding LLC, 1.15%, 06/14/04	99,665		99,665
60,000		60,000	Aquinas Funding LLC, 1.16%, 06/15/04	59,795		59,795
50,000		50,000	Aquinas Funding LLC, 1.14%, 06/17/04	49,829		49,829
	34,210	34,210	Aquinas Funding LLC, 1.09%, 07/14/04		34,070	34,070
42,000		42,000	ASAP Funding LTD, 1.06%, 05/28/04	41,891		41,891
	70,000	70,000	Aspen Funding Corp., 1.04%, 04/12/04		69,915	69,915
	150,000	150,000	Asset Securitization Cooperative Corp., 1.06%, 04/05/04		150,000	150,000
	157,066	157,066	Atlantis One Funding Corp., 1.10%, 03/10/04		157,023	157,023
	88,214	88,214	Atlantis One Funding Corp., 1.12%, 03/15/04		88,176	88,176
	101,220	101,220	Atlantis One Funding Corp., 1.12%, 03/24/04		101,148	101,148
126,232		126,232	Atlantis One Funding Corp., 1.08%, 07/27/04	125,672		125,672
	39,469	39,469	Barton Capital Corp., 1.03%, 04/05/04		39,429	39,429
60,000		60,000	Bavaria Universal Funding Co., 1.05%, 03/22/04	59,963		59,963
54,600		54,600	Bavaria Universal Funding Co., 1.05%, 03/30/04	54,554		54,554
	45,000	45,000	Bills Securitization (Germany), 1.15%, 05/18/04		44,888	44,888
	98,000	98,000	Blue Ridge Asset Funding Corp., 1.03%, 03/05/04		97,989	97,989
	16,000	16,000	Charta Corp., 1.03%, 03/08/04		15,997	15,997
	65,500	65,500	Charta Corp., 1.05%, 05/06/04		65,374	65,374

See unaudited notes to pro forma financial statements.

15

	40,000	40,000	Charta Corp., 1.04%, 05/18/04		39,910	39,910
	10,000	10,000	Ciesco LP, 1.03%, 04/08/04		9,989	9,989
200,000		200,000	Clipper Receivables Corp., 1.04%, 04/30/04	199,653		199,653
	50,000	50,000	Clipper Receivables Corp., 1.05%, 05/17/04		49,888	49,888
	20,000	20,000	Compass Securitization LLC, 1.03%, 03/19/04		19,990	19,990
	40,000	40,000	Compass Securitization LLC, 1.03%, 03/22/04		39,976	39,976
	36,190	36,190	Compass Securitization LLC, 1.05%, 04/13/04		36,145	36,145
	120,000	120,000	Crown Point Capital Co., LLC, 1.05%, 05/06/04		119,769	119,769
75,000		75,000	Crown Point Capital Co., LLC, 1.14%, 03/10/04	74,979		74,979
70,190		70,190	Crown Point Capital Co., LLC, 1.06%, 05/18/04	70,029		70,029
	132,000	132,000	Edison Asset Securitization LLC, 1.04%, 03/08/04		131,973	131,973
	10,000	10,000	Edison Asset Securitization LLC, 1.05%, 03/22/04		9,994	9,994
	385,000	385,000	Edison Asset Securitization LLC, 1.10%, 04/07/04		384,563	384,563
	125,000	125,000	Edison Asset Securitization LLC, 1.05%, 05/11/04		124,741	124,741
	22,000	22,000	Eureka Securitization, Inc., 1.04%, 03/23/04		21,986	21,986
	73,500	73,500	Eureka Securitization, Inc., 1.04%, 03/30/04		73,438	73,438
	49,520	49,520	Eureka Securitization, Inc., 1.04%, 04/28/04		49,437	49,437
	24,000	24,000	Eureka Securitization, Inc., 1.04%, 05/13/04		23,949	23,949
	36,124	36,124	Fairway Finance Corp., 1.03%, 03/22/04		36,102	36,102
	56,524	56,524	Fairway Finance Corp., 1.04%, 05/20/04		56,393	56,393
85,000		85,000	Galaxy Funding, Inc., 1.11%, 03/15/04	84,963		84,963
	50,000	50,000	Gemini Funding Corp., 1.03%, 03/08/04		49,990	49,990
	150,000	150,000	Gemini Funding Corp., 1.03%, 04/05/04		149,850	149,850
	25,832	25,832	Giro Balanced Funding Corp., 1.04%, 03/01/04		25,832	25,832
	69,238	69,238	Giro Balanced Funding Corp., 1.05%, 05/07/04		69,103	69,103
	30,000	30,000	Giro Funding U.S. Corp., 1.03%, 03/08/04		29,994	29,994
	50,000	50,000	Giro Funding U.S. Corp., 1.03%, 04/01/04		49,956	49,956
	140,261	140,261	Giro Funding U.S. Corp., 1.04%, 04/07/04		140,111	140,111
	65,000	65,000	Giro Funding U.S. Corp., 1.04%, 05/17/04		64,856	64,856
	98,446	98,446	Giro Multi-Funding Corp., 1.03%, 03/15/04		98,407	98,407
	174,000	174,000	Giro Multi-Funding Corp., 1.03%, 03/22/04		173,895	173,895

See unaudited notes to pro forma financial statements.

16

185,000		185,000	Grampian Funding LLC, 1.09%, 03/25/04	184,866		184,866
	75,000	75,000	Grampian Funding LLC, 1.04%, 03/29/04		74,939	74,939
	32,000	32,000	Grampian Funding LLC, 1.16%, 05/04/04		31,934	31,934
	276,000	276,000	Grampian Funding LLC, 1.05%, 05/27/04		275,300	275,300
	239,000	239,000	Grampian Funding LLC, 1.13%, 07/02/04		238,077	238,077
	15,000	15,000	Grampian Funding LLC, 1.10%, 07/09/04		14,940	14,940
	49,000	49,000	Grampian Funding LLC, 1.09%, 07/20/04		48,791	48,791
	200,000	200,000	Greyhawk Funding LLC, 1.03%, 03/04/04		199,983	199,983
	99,000	99,000	Greyhawk Funding LLC, 1.03%, 03/10/04		98,975	98,975
	70,000	70,000	Greyhawk Funding LLC, 1.03%, 03/19/04		69,964	69,964
	90,000	90,000	Greyhawk Funding LLC, 1.11%, 04/01/04		89,914	89,914
	70,000	70,000	Greyhawk Funding LLC, 1.05%, 05/19/04		69,839	69,839
	50,000	50,000	K2 (USA) LLC, 1.15%, 03/02/04		49,998	49,998
	50,000	50,000	K2 (USA) LLC, 1.08%, 03/15/04		50,000	50,000
	90,000	90,000	K2 (USA) LLC, 1.07%, 04/20/04		89,999	89,999
	60,000	60,000	K2 (USA) LLC, 1.10%, 07/07/04		59,766	59,766
	19,400	19,400	K2 (USA) LLC, 1.09%, 07/15/04		19,320	19,320
	23,975	23,975	K2 (USA) LLC, 1.09%, 07/19/04		23,873	23,873
	63,887	63,887	Kitty Hawk Funding Corp., 1.05%, 05/10/04		63,757	63,757
	25,000	25,000	Liberty Street Fund Corp., 1.05%, 05/25/04		24,938	24,938
108,000		108,000	Mane Funding Corp., 1.04%, 03/22/04	107,934		107,934
20,000		20,000	Mane Funding Corp., 1.04%, 03/23/04	19,987		19,987
80,000		80,000	Mane Funding Corp., 1.05%, 04/05/04	79,918		79,918
163,000		163,000	Mane Funding Corp., 1.05%, 04/06/04	162,829		162,829
80,000		80,000	Mane Funding Corp., 1.05%, 04/19/04	79,886		79,886
60,000		60,000	Mane Funding Corp., 1.05%, 04/20/04	59,913		59,913
	42,000	42,000	Mont Blanc Capital Corp., 1.04%, 03/10/04		41,989	41,989
	55,091	55,091	Newport Funding Corp., 1.03%, 04/08/04		55,031	55,031
	70,000	70,000	Newport Funding Corp., 1.04%, 04/12/04		69,915	69,915
200,000		200,000	Park Granada LLC, 1.05%, 03/04/04	199,982		199,982

See unaudited notes to pro forma financial statements.

17

	100,000	100,000	Park Granada LLC, 1.06%, 03/12/04		99,968	99,968
	120,000	120,000	Park Granada LLC, 1.04%, 03/19/04		119,938	119,938
100,000		100,000	Park Granada LLC, 1.06%, 04/07/04	99,891		99,891
50,000		50,000	Park Granada LLC, 1.06%, 04/08/04	49,944		49,944
90,000		90,000	Park Granada LLC, 1.06%, 04/09/04	89,897		89,897
35,000		35,000	Park Granada LLC, 1.06%, 04/09/04	34,960		34,960
	45,000	45,000	Park Granada LLC, 1.06%, 04/13/04		44,943	44,943
	100,000	100,000	Park Granada LLC, 1.06%, 04/13/04		99,873	99,873
100,000		100,000	Park Granada LLC, 1.06%, 04/15/04	99,868		99,868
100,000		100,000	Park Granada LLC, 1.06%, 04/16/04	99,865		99,865
25,000		25,000	Park Granada LLC, 1.07%, 05/04/04	24,952		24,952
180,000		180,000	Park Granada LLC, 1.06%, 05/07/04	179,645		179,645
	50,000	50,000	Park Granada LLC, 1.07%, 05/07/04		49,900	49,900
	50,000	50,000	Scaldis Capital LLC, 1.04%, 03/25/04		49,965	49,965
50,000		50,000	Sheffield Receivables Corp., 1.04%, 03/02/04	49,999		49,999
	85,000	85,000	Sheffield Receivables Corp., 1.03%, 03/05/04		84,990	84,990
	32,000	32,000	Sheffield Receivables Corp., 1.03%, 03/19/04		31,984	31,984
	150,000	150,000	Sheffield Receivables Corp., 1.03%, 03/25/04		149,897	149,897
	40,000	40,000	Sheffield Receivables Corp., 1.03%, 03/29/04, #		39,968	39,968
200,000		200,000	Sigma Finance, Inc., 1.08%, 03/10/04	199,999		199,999
	19,100	19,100	Sigma Finance, Inc., 1.10%, 03/15/04		19,092	19,092
	30,000	30,000	Sigma Finance, Inc., 1.10%, 03/22/04		29,981	29,981
100,000		100,000	Sigma Finance, Inc., 1.07%, 05/05/04	99,997		99,997
100,000		100,000	Sigma Finance, Inc., 1.20%, 06/15/04	100,026		100,026
300,000		300,000	Sigma Finance, Inc., 1.06%, 09/10/04	299,967		299,967
75,000		75,000	Sigma Finance, Inc., 1.05%, 01/21/05	74,990		74,990
	110,000	110,000	Silver Tower U.S. Funding LLC, 1.23%, 05/10/04		109,737	109,737
	52,000	52,000	Silver Tower U.S. Funding LLC, 1.18%, 05/13/04		51,876	51,876
	115,000	115,000	Silver Tower U.S. Funding LLC, 1.17%, 05/19/04		114,705	114,705
	40,000	40,000	Stadshypotek Delaware, Inc., 1.04%, 05/21/04		39,906	39,906
	760,000	760,000	Structured Products Asset Returns Certificates, Ser. 2004-1, 1.15%, 07/26/04		760,001	760,001

See unaudited notes to pro forma financial statements.

18

	90,000	90,000	Surrey Funding Corp., 1.03%, 03/15/04		89,964	89,964
	80,000	80,000	Surrey Funding Corp., 1.04%, 03/29/04		79,935	79,935
	95,000	95,000	Thames Asset Global Securitization (TAGS), 1.03%, 03/22/04		94,943	94,943
	200,000	200,000	Tulip Funding Corp., 1.14%, 03/01/04		200,000	200,000
	50,996	50,996	Tulip Funding Corp., 1.03%, 03/09/04		50,984	50,984
	100,000	100,000	Tulip Funding Corp., 1.07%, 05/27/04		99,741	99,741
	25,000	25,000	Windmill Funding Corp., 1.03%, 03/22/04		24,985	24,985
	34,566	34,566	Yorktown Capital LLC, 1.03%, 03/08/04		34,559	34,559
	143,379	143,379	Yorktown Capital LLC, 1.03%, 03/18/04		143,309	143,309
	227,000	227,000	Yorktown Capital LLC, 1.03%, 03/22/04		226,864	226,864
				3,395,058	8,112,218	11,507,276
Automotive (0.1%)
	66,070	66,070	DaimlerChrysler Revolving Auto Trust, 1.03%,		66,038	66,038
Banking (11.4%)
	45,000	45,000	Abbey National North America Corp., 1.04%, 05/19/04		44,898	44,898
	174,750	174,750	Abbey National North America Corp., 1.10%, 08/23/04		173,816	173,816
	175,000	175,000	Abbey National PLC (United Kingdom), 1.15%, 05/14/04		175,000	175,000
40,000		40,000	Banco Bradesco SA (Brazil), 1.17%, 06/14/04	39,864		39,864
200,000		200,000	Banco Santander Central Hispano SA (Spain), 1.15%, 03/03/04	199,987		199,987
	75,000	75,000	Banco Santander Central Hispano SA (Spain), 1.11%, 04/09/04		74,910	74,910
	190,000	190,000	Banco Santander Central Hispano SA (Spain), 1.11%, 04/13/04		189,748	189,748
	129,000	129,000	Bank of Ireland (Ireland), 1.03%, 04/23/04		128,804	128,804
	59,000	59,000	Bank of Ireland (Ireland), 1.16%, 05/07/04		58,873	58,873
	208,700	208,700	BankAmerica Corp., 1.05%, 05/12/04		208,261	208,261
	75,000	75,000	Banque ET Caisse D’Epargne De L’Etat (Luxembourg), 1.12%, 04/16/04		74,893	74,893
	125,000	125,000	Banque ET Caisse D’Epargne De L’Etat (Luxembourg), 1.13%, 06/30/04		124,525	124,525

See unaudited notes to pro forma financial statements.

19

100,000	100,000	Banque ET Caisse D’Epargne De L’Etat (Luxembourg), 1.12%, 08/03/04	99,518	99,518
75,000	75,000	Banque Generale du Luxembourg SA (Luxembourg), 1.03%, 03/12/04	74,976	74,976
61,000	61,000	Banque Generale du Luxembourg SA (Luxembourg), 1.15%, 05/21/04	60,842	60,842
13,400	13,400	Banque Generale du Luxembourg SA (Luxembourg), 1.09%, 07/12/04	13,346	13,346
55,000	55,000	Banque Generale du Luxembourg SA (Luxembourg), 1.09%, 07/26/04	54,755	54,755
30,679	30,679	Bradford & Bingley PLC (United Kingdom), 1.04%, 03/09/04	30,672	30,672
127,000	127,000	Caisse Nationale De Credit Agricole (France), 1.20%, 06/04/04	126,598	126,598
95,000	95,000	CBA (Delaware) Finance, Inc., 1.08%, 07/13/04	94,616	94,616
50,000	50,000	Citibank Credit Card Issuance Trust, 1.03%, 03/09/04	49,989	49,989
200,000	200,000	Citibank Credit Card Issuance Trust, 1.03%, 03/10/04	199,949	199,949
70,000	70,000	Citibank Credit Card Issuance Trust, 1.04%, 03/11/04	69,980	69,980
185,118	185,118	Citibank Credit Card Issuance Trust, 1.05%, 03/12/04	185,059	185,059
100,000	100,000	Citibank Credit Card Issuance Trust, 1.04%, 03/18/04	99,951	99,951
100,000	100,000	Citibank Credit Card Issuance Trust, 1.04%, 03/26/04	99,928	99,928
175,000	175,000	Citibank Credit Card Issuance Trust, 1.04%, 04/13/04	174,783	174,783
50,000	50,000	Credit Suisse First Boston, Inc., 1.09%, 07/12/04	49,799	49,799
18,281	18,281	Danske Bank AS (Denmark), 1.12%, 07/30/04	18,195	18,195
41,000	41,000	Den Norske Bank (Norway), 1.13%, 04/19/04	40,937	40,937
84,200	84,200	Den Norske Bank (Norway), 1.05%, 05/18/04	84,008	84,008
50,000	50,000	Den Norske Bank (Norway), 1.10%, 07/15/04	50,000	50,000
110,000	110,000	Den Norske Bank (Norway), 1.10%, 08/19/04	109,428	109,428
50,000	50,000	Depfa Deutsche Pfandbrief Bank AG (Germany), 1.09%, 07/15/04	49,794	49,794

See unaudited notes to pro forma financial statements.

20

	22,000	22,000	Dexia Delaware LLC, 1.03%, 03/15/04		21,991	21,991
	21,000	21,000	Household Finance Corp., 1.11%, 04/07/04		20,976	20,976
95,000		95,000	HSBC Bank Canada (Canada), 1.06%, 03/31/04	94,916		94,916
170,000		170,000	HSBC Bank Canada (Canada), 1.09%, 05/06/04	169,660		169,660
	70,000	70,000	HSH Nordbank AG/New York, 1.08%, 03/05/04		69,992	69,992
	124,400	124,400	HSH Nordbank AG/New York, 1.05%, 06/14/04		124,019	124,019
	47,500	47,500	ING (US) Funding LLC, 1.10%, 03/10/04		47,487	47,487
	100,000	100,000	Links Finance LLC, 1.08%, 03/03/04		100,000	100,000
	100,000	100,000	Links Finance LLC, 1.06%, 03/29/04		100,000	100,000
	76,700	76,700	Macquarie Bank (Australia), 1.12%, 03/09/04		76,681	76,681
	24,000	24,000	Natexis Banques Populaires (France), 1.12%, 08/04/04		23,884	23,884
110,000		110,000	Natexis U.S. Finance Corp., 1.04%, 04/13/04	109,863		109,863
30,000		30,000	National City Credit Corp., 1.02%, 04/06/04	29,969		29,969
	50,000	50,000	Nationwide Building Society (United Kingdom), 1.15%, 05/17/04		49,878	49,878
	157,000	157,000	Nationwide Building Society (United Kingdom), 1.20%, 06/09/04		156,477	156,477
	100,000	100,000	Nationwide Building Society (United Kingdom), 1.08%, 07/12/04		99,599	99,599
	120,200	120,200	Nationwide Building Society (United Kingdom), 1.09%, 08/20/04		119,574	119,574
	180,000	180,000	NBNZ International LTD (United Kingdom), 1.20%, 04/22/04		179,688	179,688
	180,000	180,000	NBNZ International LTD (United Kingdom), 1.08%, 07/14/04		179,269	179,269
	100,000	100,000	Norddeutsche Landesbank Girozentrale (Germany), 1.03%, 03/16/04		99,957	99,957
	77,500	77,500	Norddeutsche Landesbank Girozentrale (Germany), 1.04%, 04/12/04		77,406	77,406
	200,000	200,000	Norddeutsche Landesbank Girozentrale (Germany), 1.37%, 09/07/04		199,989	199,989
	75,000	75,000	Norddeutsche Landesbank Girozentrale (Germany), 1.24%, 10/22/04		74,393	74,393
	264,500	264,500	Nordea North America (Sweden), 1.03%, 03/08/04		264,446	264,446
175,000		175,000	Nordea North America (Sweden), 1.03%, 03/16/04	174,925		174,925
60,000		60,000	Nordea North America (Sweden), 1.03%, 03/17/04	59,973		59,973

See unaudited notes to pro forma financial statements.

21

	50,000	50,000	Nordea North America (Sweden), 1.03%, 03/24/04		49,967	49,967
	200,000	200,000	Nordea North America (Sweden), 1.03%, 04/06/04		199,794	199,794
	75,000	75,000	Northern Rock PLC (United Kingdom), 1.05%, 04/15/04		75,000	75,000
	50,000	50,000	Northern Rock PLC (United Kingdom), 1.05%, 04/16/04		50,000	50,000
100,000		100,000	Northern Rock PLC (United Kingdom), 1.21%, 06/02/04	100,000		100,000
100,000		100,000	Northern Rock PLC (United Kingdom), 1.21%, 06/03/04	100,000		100,000
100,000		100,000	Northern Rock PLC (United Kingdom), 1.21%, 06/07/04	100,000		100,000
	100,000	100,000	Royal Bank of Scotland (United Kingdom), 1.51%, 12/08/04		99,992	99,992
	78,568	78,568	Santander Central Hispano SA (Spain), 1.08%, 07/06/04		78,267	78,267
	195,000	195,000	Santander Central Hispano SA (Spain), 1.09%, 07/07/04		194,248	194,248
	100,000	100,000	Swedbank, Inc. (Sweden), 1.04%, 03/09/04		99,977	99,977
170,000		170,000	Swedbank, Inc. (Sweden), 1.08%, 07/13/04	169,317		169,317
	36,000	36,000	Swedbank, Inc. (Sweden), 1.09%, 07/20/04		35,846	35,846
	95,000	95,000	Swedbank, Inc. (Sweden), 1.09%, 07/23/04		94,586	94,586
	23,549	23,549	Swiss Re Financial Products Corp. (Switzerland), 1.11%, 04/06/04		23,523	23,523
	56,000	56,000	Swiss Re Financial Products Corp. (Switzerland), 1.05%, 05/27/04		55,858	55,858
	99,000	99,000	Unicredito Delaware, 1.10%, 04/02/04		98,904	98,904
	100,000	100,000	Wells Fargo Bank N.A., 1.04%, 06/17/04, FRN		99,997	99,997
	150,000	150,000	Westdeutsche Landesbank Girozentrale (Germany), 1.18%, 05/06/04		150,001	150,001
	120,011	120,011	Westdeutsche Landesbank Girozentrale (Germany), 1.11%, 08/04/04		119,434	119,434
	100,000	100,000	Westpac Banking Corp. (Australia), 1.15%, 05/24/04		99,733	99,733
	22,367	22,367	Westpac Banking Corp. (Australia), 1.20%, 06/03/04		22,297	22,297
	100,000	100,000	WestpacTrust (New Zealand), 1.16%, 04/20/04		99,839	99,839
	100,000	100,000	WestpacTrust (New Zealand), 1.15%, 05/04/04		99,796	99,796
	93,357	93,357	WestpacTrust (New Zealand), 1.19%, 06/03/04		93,066	93,066
				1,348,474	7,116,682	8,465,156
Computer Software (0.3%)
	250,000	250,000	Descartes Funding Trust Corp., 1.09%, 11/15/04		250,000	250,000

See unaudited notes to pro forma financial statements.

22

Diversified (1.2%)
	150,000	150,000	General Electric Capital Corp., 1.14%, 03/04/04		149,986	149,986
	200,000	200,000	General Electric Capital Corp., 1.10%, 04/08/04		199,768	199,768
	200,000	200,000	General Electric Capital International Funding, Inc., 1.04%, 03/17/04		199,908	199,908
	298,014	298,014	General Electric Capital International Funding, Inc., 1.20%, 06/03/04		297,079	297,079
					846,741	846,741
Financial Services (3.6%)
	55,000	55,000	Beta Finance, Inc., 1.03%, 04/16/04		54,928	54,928
	24,624	24,624	Cafco LLC, 1.03%, 03/08/04		24,619	24,619
	75,000	75,000	Cafco LLC, 1.03%, 03/17/04		74,966	74,966
	37,950	37,950	Cafco LLC, 1.03%, 04/06/04		37,911	37,911
	43,000	43,000	Cafco LLC, 1.04%, 04/19/04		42,939	42,939
	50,000	50,000	Cafco LLC, 1.03%, 04/26/04		49,920	49,920
	100,000	100,000	Cafco LLC, 1.04%, 05/17/04		99,778	99,778
	55,500	55,500	CC USA, Inc., 1.03%, 04/15/04		55,429	55,429
	56,500	56,500	CC USA, Inc., 1.05%, 05/10/04		56,385	56,385
	45,500	45,500	CC USA, Inc., 1.04%, 05/24/04		45,390	45,390
	41,000	41,000	CC USA, Inc., 1.05%, 06/02/04		40,889	40,889
	100,000	100,000	Citigroup Global Markets Holdings, Inc., 1.04%, 03/15/04		99,960	99,960
	200,000	200,000	Citigroup Global Markets Holdings, Inc., 1.03%, 04/16/04		199,736	199,736
	50,000	50,000	Citigroup Global Markets Holdings, Inc., 1.04%, 05/19/04		49,886	49,886
	51,000	51,000	CRC Funding LLC, 1.04%, 03/11/04		50,985	50,985
63,157		63,157	Discover Card Master Trust, 1.05%, 03/18/04	63,126		63,126
	132,000	132,000	Discover Card Master Trust, 1.04%, 03/22/04		131,919	131,919
50,000		50,000	Discover Card Master Trust, 1.04%, 04/22/04	49,925		49,925
154,000		154,000	Discover Card Master Trust, 1.05%, 04/23/04	153,762		153,762
	51,700	51,700	Discover Card Master Trust, 1.05%, 05/11/04		51,593	51,593
	125,000	125,000	Fortis Funding LLC, 1.03%, 04/26/04		124,799	124,799
	225,000	225,000	Goldman Sachs Group, Inc., 1.23%, 04/28/04		224,999	224,999

See unaudited notes to pro forma financial statements.

23

250,000		250,000	Goldman Sachs Group, Inc., 1.11%, 07/02/04	250,000		250,000
	7,350	7,350	Govco, Inc., 1.03%, 04/21/04		7,339	7,339
	125,000	125,000	Govco, Inc., 1.05%, 05/10/04		124,745	124,745
	73,102	73,102	Govco, Inc., 1.04%, 05/20/04		72,933	72,933
	90,206	90,206	Independence Funding LLC, 1.03%, 03/22/04		90,152	90,152
50,000		50,000	Morgan Stanley, 1.13%, 07/06/04	50,000		50,000
105,000		105,000	Morgan Stanley, 1.13%, 08/27/04	105,000		105,000
	90,765	90,765	PB Finance (Delaware), Inc., 1.04%, 04/12/04		90,655	90,655
	50,000	50,000	Statens Bostadsfinansier (Luxembourg), 1.05%, 05/06/04		49,904	49,904
				671,813	1,952,759	2,624,572
Insurance (0.2%)
	50,000	50,000	ING America Insurance Holding Corp., 1.14%, 04/16/04		49,927	49,927
	50,000	50,000	ING America Insurance Holding Corp., 1.15%, 05/11/04		49,887	49,887
	21,000	21,000	Prudential PLC (United Kingdom), 1.04%, 05/17/04		20,953	20,953
					120,767	120,767
Metals/Mining (0.1%)
	78,964	78,964	Rio Tinto LTD (Australia), 1.10%, 03/12/04		78,937	78,937
Transportation (0.4%)
	65,000	65,000	Network Rail (United Kingdom), 1.12%, 04/13/04		64,913	64,913
	50,000	50,000	Network Rail (United Kingdom), 1.05%, 04/14/04		49,936	49,936
	70,000	70,000	Network Rail (United Kingdom), 1.13%, 07/12/04		69,708	69,708
	80,000	80,000	Network Rail (United Kingdom), 1.10%, 08/03/04		79,621	79,621
					264,178	264,178
Total Commercial Paper (Cost $24,223,665)				5,415,345	18,808,320	24,223,665
Certificates of Deposit (23.3%)
	48,000	48,000	ABN-AMRO Bank N. V. (The Netherlands) (Yankee), 1.24%, 03/17/04		48,002	48,002
	75,000	75,000	ABN-AMRO Bank N.V. (The Netherlands) (Yankee), 1.14%, 07/08/04		75,000	75,000
95,000		95,000	ABN-AMRO Bank N.V. (The Netherlands) (Yankee), 1.25%, 11/02/04	95,019		95,019
	50,000	50,000	Alliance & Leicester PLC (United Kingdom) (Yankee), 1.09%, 07/27/04		50,000	50,000
	100,000	100,000	Banco Bilbao Vizcaya Argentina/New York (Yankee), 1.07%, 11/16/04, Floating Rate		99,993	99,993

See unaudited notes to pro forma financial statements.

24

	275,000	275,000	Banco Santander Central Hispano SA (Spain) (Yankee), 1.11%, 07/26/04		275,011	275,011
250,000		250,000	Bank of New York, 1.05%, 11/08/04	249,974		249,974
175,000		175,000	Bank of the West, Inc., 1.07%, 06/16/04	175,005		175,005
	300,000	300,000	Banque Nationale de Paris/New York (Yankee), 1.52%, 12/08/04		299,954	299,954
	400,000	400,000	Barclays Bank PLC (United Kingdom) (Yankee), 1.16%, 03/15/04		400,001	400,001
	225,000	225,000	Barclays Bank PLC (United Kingdom) (Yankee), 1.11%, 04/15/04		225,000	225,000
	120,000	120,000	Barclays Bank PLC (United Kingdom) (Yankee), 1.09%, 08/25/04		120,001	120,001
	100,000	100,000	Barclays Bank PLC/New York (Yankee), 1.02%, 09/07/04, Floating Rate		99,982	99,982
	250,000	250,000	Barclays Bank PLC/New York (Yankee), 1.05%, 09/13/04, Floating Rate		249,980	249,980
	500,000	500,000	Barclays Bank PLC/New York (Yankee), 1.05%, 11/03/04, Floating Rate		499,948	499,948
	405,000	405,000	Barclays Bank PLC/New York (Yankee), 1.05%, 12/01/04		404,938	404,938
	36,000	36,000	Bayerische Landesbank/New York (Yankee), 1.16%, 06/21/04, Floating Rate		36,007	36,007
	50,000	50,000	Bayerische Landesbank/New York (Yankee), 1.04%, 09/13/04, Floating Rate		49,994	49,994
	50,000	50,000	Bayerische Landesbank/New York (Yankee), 1.04%, 09/30/04, Ser. 1, Floating Rate		49,994	49,994
	92,000	92,000	Bayerische Landesbank/New York (Yankee), 1.16%, 09/30/04, Floating Rate		92,018	92,018
	75,000	75,000	Bayerische Landesbank/New York (Yankee), 1.04%, 12/20/04, Floating Rate		74,991	74,991
100,000		100,000	BNP Paribas (France) (Yankee), 1.37%, 04/19/04	100,036		100,036
	310,000	310,000	BNP Paribas/New York (Yankee), 1.04%, 06/10/04		309,983	309,983
340,000		340,000	Canadian Imperial Bank of Commerce/New York (Yankee), 0.99%, 05/20/04	340,000		340,000
	30,000	30,000	Canadian Imperial Bank of Commerce/New York (Yankee), 1.58%, 12/08/04		29,997	29,997
525,000		525,000	Canadian Imperial Bank of Commerce/New York (Yankee), 1.11%, 06/15/05	524,999		524,999

See unaudited notes to pro forma financial statements.

25

	140,000	140,000	Credit Agricole Indosuez SA (France) (Yankee), 1.11%, 08/09/04		140,000	140,000
	150,000	150,000	Credit Agricole Indosuez SA (France) (Yankee), 1.17%, 10/26/04		150,000	150,000
	230,000	230,000	Credit Agricole Indosuez/New York (Yankee), 1.04%, 06/04/04, Floating Rate		229,988	229,988
100,000		100,000	Credit Agricole Indosuez/New York (Yankee), 1.05%, 12/09/04	99,981		99,981
	100,000	100,000	Credit Lyonnais (France) (Yankee), 1.16%, 03/09/04		100,000	100,000
100,000		100,000	Credit Lyonnais (France) (Yankee), 1.12%, 03/15/04	100,000		100,000
	400,000	400,000	Credit Lyonnais (France) (Yankee), 1.11%, 04/02/04		399,999	399,999
	425,000	425,000	Credit Lyonnais (France) (Yankee), 1.10%, 04/05/04		424,999	424,999
148,000		148,000	Credit Lyonnais (France) (Yankee), 1.05%, 04/14/04	148,000		148,000
	200,000	200,000	Credit Lyonnais (France) (Yankee), 1.15%, 05/21/04		200,000	200,000
	40,000	40,000	Credit Lyonnais (France) (Yankee), 1.11%, 08/06/04		40,000	40,000
	200,000	200,000	Credit Suisse First Boston/New York (Yankee), 1.11%, 03/08/04, Floating Rate		200,002	200,002
	225,000	225,000	Credit Suisse Group (Switzerland) (Yankee), 1.04%, 05/03/04		225,000	225,000
200,000		200,000	Depfa Bank PLC (Ireland) (Yankee), 1.22%, 06/04/04	200,003		200,003
	120,000	120,000	Depfa Deutsche Pfandbrief (Germany) (Yankee), 1.22%, 06/04/04		120,002	120,002
	75,000	75,000	Deutsche Bank AG (Germany) (Yankee), 1.38%, 09/07/04		75,000	75,000
	185,000	185,000	Deutsche Bank AG (Germany) (Yankee), 1.05%, 10/08/04, Floating Rate		185,000	185,000
500,000		500,000	Deutsche Bank AG/New York (Yankee), 1.10%, 07/14/04	500,000		500,000
200,000		200,000	Deutsche Bank AG/New York (Yankee), 1.65%, 12/31/04	200,000		200,000
300,000		300,000	Deutsche Bank AG/New York (Yankee), 1.40%, 02/14/05	300,000		300,000
	200,000	200,000	Dexia Credit Local (France) (Yankee), 1.09%, 07/28/04		200,000	200,000
	100,000	100,000	Dexia Credit Local (France) (Yankee), 1.10%, 07/28/04		100,000	100,000
	200,000	200,000	Fortis Bank (Belgium) (Yankee), 1.12%, 08/04/04		200,000	200,000
50,000		50,000	Fortis Bank/New York (Yankee), 1.38%, 04/21/04	50,000		50,000

See unaudited notes to pro forma financial statements.

26

	150,000	150,000	Fortis Bank/New York (Yankee), 1.53%, 12/08/04		149,977	149,977
	105,000	105,000	HBOS Treasury Services PLC (United Kingdom) (Yankee), 1.17%, 03/22/04		105,000	105,000
	200,000	200,000	HBOS Treasury Services PLC (United Kingdom) (Yankee), 1.19%, 04/22/04		200,000	200,000
	190,000	190,000	HBOS Treasury Services PLC (United Kingdom) (Yankee), 1.20%, 05/17/04		190,000	190,000
	100,000	100,000	HBOS Treasury Services PLC (United Kingdom) (Yankee), 1.16%, 05/24/04		100,000	100,000
	50,000	50,000	HBOS Treasury Services PLC (United Kingdom) (Yankee), 1.06%, 05/27/04		50,000	50,000
	60,000	60,000	HBOS Treasury Services PLC (United Kingdom) (Yankee), 1.14%, 07/09/04		60,000	60,000
	200,000	200,000	HBOS Treasury Services PLC (United Kingdom) (Yankee), 1.12%, 08/05/04		200,000	200,000
	100,000	100,000	ING Bank N.V. (The Netherlands) (Yankee), 1.41%, 08/05/04		100,000	100,000
130,000		130,000	KBC Financial Products International (Belgium) (Yankee), 1.06%, 04/05/04	129,866		129,866
69,500		69,500	KBC Financial Products International (Belgium) (Yankee), 1.06%, 06/15/04	69,283		69,283
30,000		30,000	Landesbank Baden-Wuerttemberg (Germany) (Yankee), 1.38%, 09/07/04	30,002		30,002
	50,000	50,000	Landesbank Baden-Wuerttemberg/New York (Yankee), 1.09%, 03/15/04, Floating Rate		50,001	50,001
	350,000	350,000	Landesbank Baden-Wuerttemberg/New York (Yankee), 1.04%, 09/10/04, Floating Rate		349,972	349,972
245,000		245,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.10%, 04/26/04	245,001		245,001
	250,000	250,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.14%, 07/09/04		250,000	250,000
200,000		200,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.41%, 08/05/04	200,004		200,004
45,000		45,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.27%, 09/13/04	45,018		45,018
100,000		100,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.46%, 09/27/04	100,003		100,003

See unaudited notes to pro forma financial statements.

27

100,000		100,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.45%, 10/01/04	99,997		99,997
100,000		100,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.46%, 10/01/04	100,006		100,006
200,000		200,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.41%, 11/15/04	200,014		200,014
	75,000	75,000	Landesbank Hessen-Thuringen Girozentrale (Germany) (Yankee), 1.51%, 11/19/04		75,005	75,005
200,000		200,000	Natexis Banque Populaires/New York (Yankee), 1.06%, 03/08/04	200,000		200,000
50,000		50,000	Natexis Banque Populaires/New York (Yankee), 1.20%, 05/24/04	50,000		50,000
	200,000	200,000	Natexis Banques Populaires/New York, 1.17%, 04/29/04		199,617	199,617
	50,000	50,000	Natexis Banques Populaires/New York, 1.17%, 05/04/04		50,000	50,000
	50,000	50,000	Natexis Banques Populaires/NY (Yankee), 1.05%, 05/12/04		49,999	49,999
100,000		100,000	Norddeutsche Landesbank Girozentrale (Germany) (Yankee), 1.03%, 03/11/04	99,971		99,971
135,000		135,000	Norddeutsche Landesbank Girozentrale (Germany) (Yankee), 1.04%, 03/26/04	134,903		134,903
100,000		100,000	Norddeutsche Landesbank Girozentrale (Germany) (Yankee), 1.44%, 11/16/04	99,995		99,995
200,000		200,000	Norddeutsche Landesbank Girozentrale (Germany) (Yankee), 1.44%, 03/01/05	199,970		199,970
	100,000	100,000	Nordea Bank AB (Sweden) (Yankee), 1.16%, 05/06/04		100,000	100,000
	100,000	100,000	Nordea Bank Finland PLC (Finland) (Yankee), 1.09%, 07/13/04		100,002	100,002
	175,000	175,000	Royal Bank of Canada/New York (Yankee), 1.50%, 12/07/04		174,980	174,980
	200,000	200,000	San Paolo IMI SPA (Italy) (Yankee), 1.17%, 04/30/04		200,000	200,000
	200,000	200,000	Santander Central Hispano SA (Spain) (Yankee), 1.16%, 08/03/04		200,017	200,017
	102,000	102,000	Santander Central Hispano SA (Spain) (Yankee), 1.12%, 08/11/04		102,009	102,009
	200,000	200,000	Societe Generale (France) (Yankee), 1.04%, 04/02/04		200,000	200,000
	235,000	235,000	Societe Generale (France) (Yankee), 1.09%, 07/28/04		235,000	235,000
	250,000	250,000	Societe Generale (France) (Yankee), 1.40%, 08/05/04		250,000	250,000

See unaudited notes to pro forma financial statements.

28

	375,000	375,000	Societe Generale (France) (Yankee), 1.10%, 09/01/04		375,000	375,000
	200,000	200,000	Svenska Handelsbanken, Inc. (Sweden) (Yankee), 1.11%, 08/09/04		200,000	200,000
100,000		100,000	Svenska Handelsbanken/New York (Yankee), 1.05%, 12/09/04	99,981		99,981
100,000		100,000	Toronto Dominion Bank/New York (Yankee), 1.36%, 04/19/04	99,998		99,998
	150,000	150,000	Unicredito Italiano SPA (Italy) (Yankee), 1.13%, 03/29/04		150,000	150,000
	195,000	195,000	UniCredito Italiano SPA (Italy) (Yankee), 1.06%, 05/06/04		195,004	195,004
	279,200	279,200	UniCredito Italiano SPA (Italy) (Yankee), 1.10%, 07/26/04		279,206	279,206
	200,000	200,000	Westdeutsche Landesbank Girozentrale (Germany) (Yankee), 1.15%, 04/30/04		200,000	200,000
	170,000	170,000	Westdeutsche Landesbank Girozentrale (Germany) (Yankee), 1.05%, 05/03/04		169,997	169,997
	100,000	100,000	Westdeutsche Landesbank Girozentrale (Germany) (Yankee), 1.51%, 12/07/04		100,000	100,000
Total Certificates of Deposit (Cost $17,178,599)				5,287,029	11,891,570	17,178,599
Time Deposits (1.9%)
	300,000	300,000	American Express Centurion Bank, 1.04%, 03/10/04		300,000	300,000
	400,000	400,000	Fifth Third Bank, 1.05%, 03/01/04		400,000	400,000
	399,310	399,310	National Australia Bank LTD (Australia), 1.04%, 03/01/04		399,310	399,310
20,000		20,000	SouthTrust Bank, 1.06%, 06/14/04	20,000		20,000
	250,000	250,000	Wells Fargo & Co., 1.05%, 03/01/04		250,000	250,000
Total Time Deposits (Cost $1,369,310)				20,000	1,349,310	1,369,310
Repurchase Agreements (15.1%)
	500,000	500,000	ABN-AMRO, Inc., 1.05%, dated 02/27/04, due 03/01/04, repurchase price $500,044, collateralized by U.S. Government Agency Securities		500,000	500,000
	190,557	190,557	Credit Suisse First Boston, Inc., 1.05%, dated 02/27/04, due 03/01/04, repurchase price $190,574, collateralized by U.S. Government Agency Securities		190,557	190,557
100,000		100,000	Credit Suisse First Boston, Inc., 1.45%, dated 02/12/04, Due 03/04/05, repurchase Price $101,555, collateralized by U.S. Government Agency Securities.	100,000		100,000

See unaudited notes to pro forma financial statements.

29

	15,344	15,344	Deutsche Bank Securities, Inc., 1.00%, dated 02/27/04, due 03/04/04, repurchase price $15,345, collateralized by U.S. Treasury Securities.			15,344		15,344
6,807,505		6,807,505	Mortgage Backed Joint Repurchase Agreement, (1.06%), dated 02/27/04, due 03/01/04, repurchase price $6,808,106, collateralized by U.S. Government Agency Securities.	6,807,505				6,807,505
	3,000,000	3,000,000	UBS Warburg LLC, 1.05%, dated 02/27/04, due 03/01/04, repurchase price $3,000,263, collateralized by U.S. Government Agency Securities.			3,000,000		3,000,000
481,012		481,012	US Government Agency Joint Repurchase Agreement, 1.05%, dated 02/27/04, due 03/01/04, repurchase price $481,054, collateralized by U.S. Government Agency Securities.	481,012				481,012
Total Repurchase Agreements (Cost $11,094,418)				7,388,517		3,705,901		11,094,418
Money Market Fund (0.7%)
500,000		500,000	AIM Liquid Assets Portfolio	500,000				500,000
Total Money Market Fund (Cost $500,000)				500,000				500,000
Total (Cost $73,626,573) - 100.0%				$	26,670,791	$	46,955,782	$	73,626,573

#All or a portion of this security is a 144A or private placement security and can only be sold to qualified institutional buyers.

See unaudited notes to pro forma financial statements.

30

One Group Institutional Prime Money Market Fund / JPMorgan Prime Money Market Fund

Pro forma Combined Statement of Assets and Liabilities

as of February 29, 2004 (Unaudited)

(Amounts in Thousands, except per share data)

	One Group Institutional Prime Money Market Fund		JPMorgan Prime Money Market Fund		Pro forma Adjustments			Pro forma Combined JP Morgan Prime Money Market Fund
ASSETS:
Investments in non-affiliates, at value	$	26,670,791	$	46,955,782				$	73,626,573
Total investment securities, at value	26,670,791		46,955,782		—			73,626,573
Cash	1,023		400,024					401,047
Receivables:
Fund shares sold	—		422					422
Interest and dividends	35,488		49,296					84,784
Total Assets	26,707,302		47,405,524		—			74,112,826
LIABILITIES:
Payables:
Dividends	21,156		15,726					36,882
Investment securities purchased	377,000		225,000					602,000
Accrued liabilities:
Investment advisory fees	2,230		3,754					5,984
Administration fees	1,115		3,191					4,306
Shareholder servicing fees	284		2,989					3,273
Distribution fees	—		96					96
Custodian fees	—		928					928
Trustees’ fees - deferred compensation plan	—		2,340					2,340
Other	45		1,068					1,113
Total Liabilities	401,830		255,092		—			656,922
Total Net Assets	$	26,305,472	$	47,150,432	$	—		$	73,455,904
NET ASSETS:
Paid in capital	$	26,305,471	$	47,150,411				$	73,455,882
Accumulated net realized gain (loss) on investments	1		21					22
Total Net Assets	$	26,305,472	$	47,150,432	$	—		$	73,455,904
Morgan	$	—	$	4,318,626	$	—		$	4,318,626
Premier	$	—	$	5,600,889	$	1,930,748		$	7,531,637
Agency	$	—	$	12,751,731	$	380,882		$	13,132,613
Class B	$	—	$	7,467	$	—		$	7,467
Class C	$	—	$	315	$	—		$	315
Class I	$	24,683,612	$	—	$	(24,683,612	)	$	—
Class S	$	1,240,978	$	—	$	(1,240,978	)	$	—
Administrative	$	380,882	$	—	$	(380,882	)	$	—
Institutional	$	—	$	23,429,284	$	—		$	23,429,284
Reserve	$	—	$	280,658	$	—		$	280,658
Select	$	—	$	689,770	$	(689,770	)	$	—
Cash Management	$	—	$	71,692	$	—		$	71,692
Capital	$	—	$	—	$	24,683,612		$	24,683,612
Total Net Assets	$	26,305,472	$	47,150,432	$	—		$	73,455,904
Shares of beneficial interest outstanding ($0.001 par value; unlimited number of shares authorized):
Morgan	—		4,318,545		—			4,318,545
Premier	—		5,600,892		1,930,748		(b)	7,531,640
Agency	—		12,751,616		380,882		(b)	13,132,498
Class B	—		7,477		—			7,477
Class C	—		315		—			315
Class I	24,683,644		—		(24,683,644		)(b)	—
Class S	1,240,972		—		(1,240,972		)(b)	—
Administrative	380,886		—		(380,886		)(b)	—
Institutional	—		23,430,170		—			23,430,170
Reserve	—		280,666		—			280,666
Select	—		689,682		(689,682		)(b)	—
Cash Management	—		71,696		—			71,696
Capital	—		—		24,683,612		(b)	24,683,612
Net Asset Value:
Morgan (and redemption price)	$	—	$	1.00	$	—		$	1.00
Premier (and redemption price)	$	—	$	1.00	$	—		$	1.00
Agency (and redemption price)	$	—	$	1.00	$	—		$	1.00
Class B *	$	—	$	1.00	$	—		$	1.00
Class C *	$	—	$	1.00	$	—		$	1.00
Class I (and redemption price)	$	1.00	$	—	$	(1.00	)	$	—
Class S (and redemption price)	$	1.00	$	—	$	(1.00	)	$	—
Administrative (and redemption price)	$	1.00	$	—	$	(1.00	)	$	—
Institutional (and redemption price)	$	—	$	1.00	$	—		$	1.00
Reserve (and redemption price)	$	—	$	1.00	$	—		$	1.00
Select (and redemption price)	$	—	$	1.00	$	(1.00	)	$	—
Cash Management (and redemption price)	$	—	$	1.00	$	—		$	1.00
Capital (and redemption price)	$	—	$	—	$	1.00		$	1.00
Cost of investments	$	26,670,791	$	46,955,782				$	73,626,573

*Redemption price may be reduced by contingent deferred sales charge.

(a)Reflects total combined net assets due to the merger.

(b)Reflects the adjustment to the  number of shares outstanding due to the merger.

See unaudited notes to pro forma financial statements.

31

One Group Institutional Prime Money Market Fund / JPMorgan Prime Money Market Fund

Pro forma Combining Statement of Operations

For the twelve months ended February 29, 2004 (Unaudited)

(Amounts in Thousands)

	Pre-Merger One Group Institutional Prime Money Market Fund		JPMorgan Prime Money Market Fund			Pro forma Adjustments			Proforma Combining JP Morgan Prime Money Market Fund
Investment Income
Interest income	$	356,612	600,881			$	—		$	957,493
Dividend income	10,655		—			—			10,655
Total Investment Income	367,267		600,881			—			968,148
Expenses
Investment advisory fees	30,259		50,079			(16,173		)(a)	64,165
Administration fees	15,130		50,079			1,603		(a)	66,812
Shareholder services fees	4,242		72,972			24,819		(a)	102,033
Distribution fees	—		2,288			4,782		(a)	7,070
Custodian fees	677		3,169			(693		)(b)	3,153
Interest expense	—		—			—			—
Printing and postage	140		52			(10		)(c)	182
Professional fees	345		1,041			(20		)(c)	1,366
Registration expenses	1,012		(1,976		)	(10		)(c)	(974		)
Transfer agent fees	582		3,998			(2,237		)(b)	2,343
Trustees’ fees	278		759			—			1,037
Other	607		1,250			—			1,857
Total expenses	53,272		183,711			12,061			249,044
Less: amounts waived	125		37,018			12,211		(d)	49,354
Less:  earnings credits	—		1			—			1
Net expenses	53,147		146,692			(150		)	199,689
Net investment income (loss)	314,120		454,189			150			768,459
Realized and Unrealized Gain (Loss) on Investments
Net Realized gain (loss) on transactions from:
Investments	147		13			—			160
Net increase (decrease) in net assets from operations	$	314,267	$	454,202		$	150		$	768,619

(a)Reflects revised Investment Advisory, Adminstration, Shareholder servicing and distribution fees due to the adoption of the New Fee Structure, which will become effective independent of the merger.

(b)Reflects revised contractual vendor agreements due to the proposed merger.

(c)Reflects the elimination of duplicative fund level fees due to the proposed merger.

(d)Reflect revised contractual expense reductions due to the adoption of the New Fee Structure and the proposed merger.

32

Unaudited Pro Forma Financial Statement

One Group Institutional Prime Money Market / JPMorgan Prime Money Market Fund

Notes to Pro Forma Financial Statements (Unaudited)

1.Basis of Combination:

The unaudited Pro Forma Combined Portfolio of Investments and Pro Forma Combined Statetement of Assets and Liabilities reflect the accounts of One Group Institutional Prime Money Market Fund (“IPMMF”) and JPMorgan Prime Money Market Fund (“PMMF”) as though the acquisition had been effective on February 29, 2004.  The Pro Forma Combining Statement of Operations has been prepared as though the acquisition had been in effect on March 1, 2003.

The Pro Forma Statements give effect to the proposed transfer of all assets and liabilities of the IPMMF in exchange for the shares of PMMF as described in the plan of reorganization. If the reorganization is approved by the shareholders, the surviving fund, PMMF, will be renamed JPMorgan Prime Money Market Fund.

The Pro Forma Financial Statements should be read in conjunction with the historical financial statements of IPMMF and PMMF, which have been incorporated by reference in their respective Statements of Additional Information.

2.Shares of Beneficial Interest:

Under the proposed reorganization, each shareholder of IPMMF would receive shares of PMMF with a value equal to their holding in IPMMF.  Holders of IPMMF Administrative shares, Class I shares and Class S shares would receive PMMF Agency shares, Capital shares and Premier shares, respectively.  Therefore, as a result of the proposed reorganization, current shareholders of IPMMF will become shareholders in PMMF Agency shares, Capital shares and Premier shares. Also, in conjunction with the proposed reorganization, holders of PMMF Select shares will receive Premier shares with a value equal to their holding in PMMF Select shares and as a result, will become shareholders in PMMF Premier shares.

The Pro Forma net asset value per share assumes the issuance of additional shares of PMMF, which would have been issued on February 29, 2004 in connection with the proposed reorganization.  The amount of additional shares assumed to be effected was calculated based on the February 29, 2004 net assets of IPMMF and the net asset value per share of PMMF.

Amount in thousands, except per share data:

	PMMF Agency shares		PMMF Capital shares		PMMF Premier shares
Pro Forma Increase in Shares	380,882		24,683,612		1,930,748
Pro Forma Net Assets 2/29/04	$	380,882	$	24,683,612	$	1,930,748
Pro Forma Net Asset Value 2/29/04	$	1.00	$	1.00	$	1.00

3.Pro Forma Operations:

Certain expenses have been adjusted to reflect the expected expenses of the combined entity.  The adjustments are presented for the purpose of illustrating the effect of the adoption of a new fee structure implemented in connection with the overall reorganization of the JPMorgan Funds and One Group Funds and independent of the proposed merger (the “New Fee Structure”) as if the New Fee Structure had taken effect on March 1, 2003.  The merger adjustments represent those adjustments needed to present the results of operations of the combined PMMF as if the proposed merger had taken effect on March 1, 2003.  The resulting Pro Forma Combined PMMF Statement of Operations represents the pro forma results of operations as if both the New Fee Structure and proposed merger had taken effect on March 1, 2003.

33

The merger adjustments are based on the contractual agreements that will be in effect at February 19, 2005 (the proposed date for the reorganization) at the combined level of average net assets as if the reorganization had been effective on March 1, 2003.

34

FORM OF PROXY

ONE GROUP MUTUAL_® FUNDS
One Group Treasury Only Money Market Fund
One Group Institutional Prime Money Market Fund

(collectively, the “One Group Funds”)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
FOR THE SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON JANUARY 20, 2005

The undersigned hereby appoints Robert L. Young, Scott E. Richter, Nina O. Shenker and John A. Shallow, and each of them, attorneys-in-fact and proxies for the undersigned, with full power of substitution, and revocation to represent the undersigned and to vote on behalf of the undersigned all shares of the One Group Funds listed above, which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held at 522 Fifth Avenue, New York, New York 10036 on January 20, 2005, 9:00 a.m., and at any adjournments thereof.  The undersigned hereby acknowledges receipt of the Notice of the Special Meeting of Shareholders and hereby instructs said attorneys and proxies to vote said shares as indicated hereon.  If no direction is made, this proxy will be voted for Proposal 1. In their discretion, the attorneys-in-fact and proxies are authorized to vote upon such other business as may properly come before the Special Meeting of Shareholders in person or by substitute (or, if only one shall be so present, then that one) and shall have and may exercise all of the power and authority of said proxies hereunder.  The undersigned hereby revokes any proxy previously given.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Note: Please sign exactly as your name appears on this proxy.  Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.  When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.  The undersigned authorizes the proxies to vote and otherwise represent the undersigned on any other matter that may properly come before the Special Meeting or any adjournment or postponement thereof in the discretion of the proxies.

IF YOUR ADDRESS HAS CHANGED,	DO YOU HAVE ANY COMMENTS?
PROVIDE YOUR NEW ADDRESS.

CONTROL NUMBER:                            

NUMBER OF SHARES HELD ON THE RECORD DATE:                             

Shareholder sign here	Co-Owner sign here
Print Name and Title (if applicable)	Print Name and Title (if applicable)
	Date

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE

ýPLEASE MARK VOTES AS IN THIS EXAMPLE

Proposal 1 (All Funds)	To approve or disapprove an Agreement and Plan of Reorganization providing for the acquisition of all of the assets of your One Group Fund in exchange for shares of the corresponding JPMorgan Fund and the subsequent liquidation of your One Group Fund:
a.	One Group Treasury Only Money Market Fund (corresponding JPMorgan Fund: JPMorgan 100% U.S. Treasury Securities Money Market Fund)	For o	Against o	Abstain o

b. One Group Institutional Prime Money Market Fund (corresponding JPMorgan Fund:  JPMorgan Prime Money Market Fund) For
o Against
o Abstain
o

OR, VOTE BY TELEPHONE

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J.P. Morgan Mutual Fund Trust

PART C

OTHER INFORMATION

Item 15. Indemnification

Reference is made to Section 5.3 of Registrant’s Declaration of Trust and Section 5 of Registrant’s Distribution Agreement.  Registrant, its Trustees and officers are insured against certain expenses in connection with the defense of claims, demands, actions, suits, or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, trustees, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 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 director, trustee, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, trustee, officer or controlling person or principal underwriter in connection with the shares 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 1933 Act and will be governed by the final adjudication of such issue.

Item 16.	Exhibits
(1)(a)	Declaration of Trust, as amended, was filed as Exhibit No. 1 to Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A filed on September 26, 1996 (Accession Number 0000912057-96-021281) (File Nos. 033-54642 and 811-07342).
(b)	Amendment No. 5 to Declaration of Trust; Amendment and Fifth Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest. Incorporated herein by reference to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed on December 26, 1996 (Accession Number 0001016964-96-000061) (File Nos. 033-54642 and 811-07342).
(c)	Amendment No. 6 to Declaration of Trust; Amendment and Sixth Amended  and Restated Establishment and Designation of Series of Shares of Beneficial Interest was filed as Exhibit No. 1(b) to Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A on February 28, 1997 (Accession Number 0001016964-97-000041) (File Nos. 033-54642 and 811-07342).
(d)	Amendment No. 7 to Declaration of Trust; Amendment and Seventh Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest was filed as Exhibit No. 1(c) to Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A on April 15, 1997 (Accession Number 0001016964-97-000053) (File Nos. 033-54642 and 811-07342).

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(e)	Amendment No. 8 to Declaration of Trust; Amendment and Eighth Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest was filed as Exhibit No. 1(d) to Post-Effective Amendment No. 40 to the Registration Statement on Form N-1A on October 9, 1997  (Accession Number 0001016964-97-000158) (File Nos. 033-54642 and 811-07342).
(f)	Amendment No. 9 to Declaration of Trust; Amendment and Ninth Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest was filed as Exhibit No. 1(e) to Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A on December 29, 1997 (Accession Number 0001041455-97-000014) (File Nos. 033-54642 and 811-07342).
(g)	Amendment No. 10 to Declaration of Trust; Amendment and Tenth Amended and Restated Establishment and Designation of Series of Shares of Beneficial Interest and change voting procedures to dollar-based voting was filed as Exhibit No. (a) 6 to Post-Effective Amendment No. 60 to the Registration Statement on Form N-1A December 31, 1998 (Accession Number  0001041455-98-000097) (File Nos. 033-54642 and 811-07342).
(h)	Amendment No. 11 to Declaration of Trust Incorporated herein by reference to Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A filed on April 29, 1999 (Accession Number 00001041455-99-000041) (File Nos. 033-54642 and 811-07342).
(i)	Amendment No. 12 to Declaration of Trust. Incorporated herein by reference to Post-Effective Amendment No. 72 to the Registration Statement on Form N-1A filed on April 13, 2000 (Accession Number 00001041455-00-000084) (File Nos. 033-54642 and 811-07342).
(j)	Amendment No. 13 to Declaration of Trust. Incorporated herein by reference to Post-Effective Amendment No. 78 to the Registration Statement on Form N-1A filed on August 1, 2000 (Accession Number 0000894088-00-000008) (File Nos. 033-54642 and 811-07342).
(k)	Amendment No. 14 to Declaration of Trust. Incorporated herein by reference to Post-Effective Amendment No. 78 to the Registration Statement on Form N-1A filed on August 1, 2000 (Accession Number 0000894088-00-000008) (File Nos. 033-54642 and 811-07342).
(l)	Amendment No. 15 to Declaration of Trust. Incorporated herein by reference to Post-Effective Amendment No. 93 to the Registration Statement on Form N-1A filed on October 28, 2002 (Accession Number 0000912057-02-39932) (File Nos. 033-54642 and 811-07342).
(m)	Amendment No. 16 to Declaration of Trust. Incorporated herein by reference to Post-Effective Amendment No. 93 to the Registration Statement on Form N-1A filed on October 28, 2002 (Accession Number 0000912057-02-39932) (File Nos. 033-54642 and 811-07342).
(n)	Amendment No. 17 to Declaration of Trust. Incorporated herein by reference to Post-Effective Amendment No. 93 to the Registration Statement on Form N-1A filed on October 28, 2002 (Accession Number 0000912057-02-39932) (File Nos. 033-54642 and 811-07342).
(o)	Certificate of Amendment to Declaration of Trust filed herewith.
2(a)	Restated By-Laws of Registrant. Incorporated herein by reference to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed on December 26, 1996 (Accession Number 0001016964-96-000061) (File Nos. 033-54642 and 811-07342).
(b)	Amendment to By-Laws of Registrant. Incorporated herein by reference to Post-Effective Amendment No. 95 to the Registration Statement on Form N-1A filed on December 19, 2002 (Accession Number 0001047469-02-007673) (File Nos. 033-54642 and 811-07342).

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(c)	Amendment to Restated By-laws of Registrant. Incorporated herein by  reference to Post-Effective Amendment No. 71 to the Registration Statement on Form N-1A filed on February 28, 2000 (Accession Number 0001041455-00-000056).
(d)	Amendment to By-laws filed herewith.
(3)	Not applicable.

(4) Form of Agreement and Plan of Reorganization*

(5)	Not applicable.
(6)(a)	Form of Investment Advisory Agreement, dated May 11, 1998, between the Trust and J.P. Morgan Investment Management, Inc. Incorporated herein by reference to Post-Effective Amendment No. 98 to the Registration Statement on Form N-1A filed on February 28, 2003 (Accession Number 0001047469-03-007164) (File Nos. 033-54642 and 811-07342).
(b)	Form of Amendment to Investment Advisory Agreement between the Trust and J.P. Morgan Investment Management Inc. filed herewith.
(7)(a)	Distribution Agreement dated June 29, 2001 is incorporated by reference to Exhibit (e)(1) to Post-Effective Amendment No. 102 (filed April 29, 2004) to Registrant’s Registration Statement on Form N-1A (File Nos. 033-54642 and 811-07342) (File Nos. 033-54642 and 811-07342).
(b)	Form of Amendment to Distribution Agreement dated as of July 25, 2002 is incorporated by reference to Exhibit (e)(2) to Post-Effective Amendment No. 102 (filed April 29, 2004) to Registrant’s Registration Statement on Form N-1A (File Nos. 033-54642 and 811-07342) (File Nos. 033-54642 and 811-07342).
(c)	Form of Distribution Agreement between the Trust and One Group Dealer Services, Inc. filed herewith.
(8)	Not applicable.
(9)(a)	Global Custody Agreement, dated March 1, 2003, between JPMorgan Chase Bank and the entities named on Annex A thereto.  Incorporated herein by reference to Post-Effective Amendment No. 101 to the Registration Statement on Form N-1A filed on February 27, 2004 (Accession Number 0001047469-04-005963) (File Nos. 033-54642 and 811-07342).
(b)	Fee Schedule, dated July, 2002, for Custodian Agreement.  Incorporated herein by reference to Post-Effective Amendment No. 95 to the Registration Statement on Form N-1A filed on December 19, 2002 (Accession Number 0001047469-02-007673) (File Nos. 033-54642 and 811-07342).
(10)(a)	Rule 12b-1 Distribution Plan.  Incorporated herein by reference to Post-Effective Amendment No. 87 to the Registration Statement on Form N-1A filed on September 7, 2001 (Accession Number 0000912057-01-531594) (File Nos. 033-54642 and 811-07342).
(b)	Rule 18f-3 Multi-Class Plan, adopted effective June 28, 2001, as  amended July 16, 2003. Incorporated herein by reference to Post-Effective Amendment Number 101 to the Registration Statement on Form N-1A filed on February 27, 2004 (Accession Number 0001047469-04-005963) (File Nos. 033-54642 and 811-07342).
(c)	Form of Combined Amended and Restated Distribution Plan filed herewith.
(d)	Form of Combined Amended and Restated Rule 18f-3 Multi-Class Plan filed herewith.
(11)	Opinion and Consent of Dechert LLP Regarding Legality of issuance of shares and other matters filed herewith.

*              Filed herewith as Exhibit A to the Proxy Statement/Prospectus.

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(12)	Form of Opinion of Dechert LLP regarding tax matters filed herewith.
(13)(a)	Administration Agreement between Registrant and Morgan Guaranty  Trust Company of New York or The Chase Manhattan Bank, dated September 7,  2001. Incorporated herein by reference to Post-Effective Amendment No. 87 to the Registration Statement on Form N-1A filed on September 7, 2001 (Accession Number 0000912057-01-53194) (File Nos. 002-95973 and 811-04236).
(b)	Form of Shareholder Servicing Agreement between Registrant and  Morgan Guaranty Trust Company of New York. Incorporated herein by reference to Post-Effective Amendment No. 87 to the Registration Statement on Form N1-A filed on September 7, 2001 (Accession Number 0000912057-01-531594) (File Nos. 002-95973 and 811-04236).
(c)	Transfer Agency Agreement, dated September 1, 2001, between Registrant and DST Systems, Inc., incorporated herein by reference to Post-Effective Amendment No. 102 (filed April 29, 2004) to Registrant’s Registration Statement on Form N-1A (File Nos. 002-95973 and 811-04236).
(d)	Fee Waiver Agreement, dated February 11, 2004, incorporated herein by reference to Post-Effective Amendment No. 102 (filed April 29, 2004) to Registrant’s Registration Statement on Form N-1A (File Nos. 002-95973 and 811-04236).
(e)	Securities Lending Agreement, dated October 15, 2002, between  JPMorgan Chase Bank and each of the JPMorgan Funds named on Exhibit A thereto. Incorporated herein by reference to Post-Effective Amendment Number 101 to the Registration Statement on Form N-1A filed on February 27, 2004 (Accession Number 0001047469-04-005963) (File Nos. 002-95973 and 811-04236).
(f)	Amendment to Securities Lending Agreement, dated August, 2003,  between JPMorgan Chase Bank and each of the JPMorgan Funds named on Exhibit A thereto. Incorporated herein by reference to Post-Effective Amendment Number 101 to the Registration Statement on Form N-1A filed on February 27, 2004 (Accession Number 0001047469-04-005963) (File Nos. 002-95973 and 811-04236).
(g)	Form of Management and Administration Agreement between the Trust and One Group Administrative Services, Inc. filed herewith.
(h)	Form of Shareholder Servicing Agreement between the Trust and One Group Dealer Services, Inc. filed herewith.
(i)	Form of Transfer Agency Agreement between the Trust and Boston Financial Data Services, Inc. filed herewith.
(j)	Form of Indemnification Agreement filed herewith.
(14)	Consent of Independent Registered Public Accounting Firm filed herewith.
(15)	Not applicable
(16)	Powers of Attorney filed as an Exhibit 99(a) to Registrant’s Post-Effective Amendment No. 102 filed April 29, 2004 (File Nos. 002-95973 and 811-04236).

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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 a 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 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.
(2)	The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a 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 Securities Act of 1933, as amended, 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.
(3)	The undersigned Registrant agrees to file in a Post-Effective Amendment to this Registration Statement a final tax opinion upon the closing of the transaction.

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SIGNATURES

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Washington, D.C., on the 29th day of September, 2004.

J.P. Morgan Mutual Fund Trust
By:	/s/ George C. W. Gatch
	George C. W. Gatch

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signatures		Title	Date
/s/ George C. W. Gatch		President	September 29, 2004
George C. W. Gatch
/s/ Fergus Reid, III		Trustee and Chairman	September 29, 2004
* Fergus Reid, III
/s/ William J. Armstrong		Trustee	September 29, 2004
* William J. Armstrong
/s/ Roland R. Eppley, Jr.		Trustee	September 29, 2004
* Roland R. Eppley, Jr.
/s/ Dr. Mathhew Goldstein		Trustee	September 29, 2004
*  Dr. Mathhew Goldstein
/s/ Ann Maynard Gray		Trustee	September 29, 2004
*  Ann Maynard Gray
/s/ Matthew Healey		Trustee and President	September 29, 2004
*Matthew Healey
/s/ Robert J. Higgins		Trustee	September 29, 2004
* Robert J. Higgins
/s/ William G. Morton, Jr.		Trustee	September 29, 2004
* William G. Morton, Jr.
/s/ James J. Schonbachler		Trustee	September 29, 2004
*  James J. Schonbachler
/s/ Leonard M. Spalding, Jr.		Trustee	September 29, 2004
*  Leonard M. Spalding, Jr.
* By:	/s/ Patricia A. Maleski	Attorney-in-Fact	September 29, 2004
	Patricia A. Maleski
/s/ Stephanie Dorsey		Treasurer	September 29, 2004
Stephanie Dorsey

INDEX OF EXHIBITS

(1)(o)	Certificate of Amendment to Declaration of Trust.
(2)(d)	Amendment to By-laws.
(6)(b)	Form of Amendment to Investment Advisory Agreement between the Trust and J.P. Morgan Investment Management Inc.
(7)(c)	Form of Distribution Agreement between the Trust and One Group Dealer Services, Inc.
(10)(c)	Form of Combined Amended and Restated Distribution Plan.
(10)(d)	Form of Combined Amended and Restated Rule 18f-3 Multi-Class Plan.
(11)	Opinion and Consent of Dechert LLP regarding legality of issuance of shares and other matters.
(12)	Form of Opinion of Dechert LLP regarding tax matters.
(13)(g)	Form of Administration Agreement between the Trust and One Group Administrative Services, Inc.
(13)(h)	Form of Shareholder Servicing Agreement between the Trust and One Group Dealer Services, Inc.
(13)(i)	Form of Transfer Agency Agreement between the Trust and Boston Financial Date Services, Inc.
(13)(j)	Form of Indemnification Agreement.
(14)	Consent of Independent Registered Public Accounting Firm.

EX-99.1O

Exhibit 99.1o

J.P. MORGAN MUTUAL FUND TRUST

CERTIFICATION OF AMENDMENT

TO DECLARATION OF TRUST

The undersigned, constituting a majority of the Trustees of J.P. Morgan Mutual Fund Trust (the “Trust”), a business trust organized under the laws of the Commonwealth of Massachusetts pursuant to a Declaration of Trust dated February 1, 1994, do hereby certify that in accordance with the provisions of Article IX, Section 9.3 of the Declaration of Trust, the Trustees of the Trust, by vote duly adopted by a majority of the Trustees, amended the Declaration of Trust as follows:

1.Section 6.9 of Article VI is amended by adding the following paragraph (i) immediately following paragraph (h) of Section 6.9:

(i)Notwithstanding anything in this Declaration to the contrary, the Trustees may, in their discretion, authorize the division of Shares of any series into Shares of one or more classes or subseries of such series.  All Shares of a class or a subseries shall be identical with each other and with the Shares of each other class or subseries of the same series except for such variation between classes or subseries as may be approved by the Board of Trustees and be permitted under the 1940 Act or pursuant to any exemptive order issued by the Commission.

IN WITNESS WHEREOF, the undersigned have executed this certificate as of the 19^th day of August, 2004.  This instrument may be executed by the Trustees on separate counterparts but shall be effective only when signed by a majority of the Trustees.

William J. Armstrong	Robert J. Higgins
Robert R. Eppley, Jr.	William G. Morton, Jr.
Dr. Matthew Goldstein	Fergus Reid, III
Ann Maynard Gray	James J. Schonbachler
Matthew Healey	Leonard M. Spalding, Jr.

EX-99.2D

Exhibit 99.2d

J.P. Morgan Mutual Fund Trust

Amendment to

By-Laws

of

Mutual Fund Trust

Dated January 19, 1996

(“By-Laws”)

Pursuant to Article X of the By-Laws, the Trustees of J.P. Morgan Mutual Fund Trust, by unanimous vote at a meeting held on July 14, 2004, amended the By-Laws as follows (revised language is marked):

1.Article II, Section 1 is amended to read:

“Section 1.  Meetings; Required Vote; Adjournment.  Meetings of Shareholders may be called at any time by a majority of the Trustees and shall be called by any Trustee upon written request, which shall specify the purpose or purposes for which such meeting is to be called, of Shareholders holding in the aggregate not less than 10% of the outstanding Shares entitled to vote on the matters specified in such written request.  Any such meeting shall be held within or without the Commonwealth of Massachusetts on such day and at such time as the Trustees shall designate.  The holders of a majority of outstanding Shares entitled to vote present in person or by proxy shall constitute a quorum at any meeting of Shareholders, except that where any provision of law, the Declaration or these By-Laws permits or requires that holders of any series shall vote as a series, then a majority of the aggregate number of Shares of that series entitled to vote shall be necessary to constitute a quorum for the transaction of business by that series.”

“Except when a larger vote is required by any provision of the Declaration of Trust or these By-Laws or by applicable law, when a quorum is present at any meeting, a majority of the Shares voted shall decide any questions, including the election of Trustees, provided that where any provision of law or of these By-Laws require that the holders of any series shall vote as a series (or that holders of a class shall vote as a class), then a majority of the Shares of that series (or class) voted on the matter, including the election of Trustees, shall decide that matter insofar as that series (or class) is concerned.”

“In the absence of a quorum, a majority of outstanding Shares entitled to vote present in person or by proxy may adjourn the meeting from time to time until a quorum shall be present.  Notwithstanding the above, broker non-votes will be excluded from the denominator of the calculation of the number of votes required to approve any proposal to

1

adjourn a meeting.  Notice of adjournment of a Shareholders’ meeting to another time or place need not be given, if such time and place are announced at the meeting at which adjournment is taken and the adjourned meeting is held within a reasonable time after the date set for the original meeting.  At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.”

2.Article II, Section 2 is amended to read:

“Section 2.  Notice of Meetings.  Notice of all meetings of Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees by mail to each Shareholder entitled to vote at such meeting at his address as recorded on the register of the Trust, mailed at least 10 days and not more than [60] 90 days before the meeting.  Only the business stated in the notice of the meeting shall be considered at such meeting.  Any adjourned meeting may be held as adjourned without further notice.  No notice need be given to any Shareholder who shall have filed to inform the Trust of his current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his attorney thereunto authorized, is filed with the records of the meeting.”

3.Article II, Section 7 is added to read:

“Section 7.  Conduct of Meetings of Shareholders.  The meetings of Shareholders shall be presided over by the President, or if he or she is not present, by the Chairman, or if he or she is not present, by any Vice President, unless there is an Executive Vice President, or if none of them is present, then any officer of the Trust appointed by the President to act on his or her behalf shall preside over such meetings.  The Secretary, if present, shall act as a Secretary of such meetings, or if he or she is not present or is otherwise presiding over the meeting in another capacity, an Assistant Secretary, if any, shall so act.  If neither the Secretary nor the Assistant Secretary is present or, if present, the Secretary is otherwise presiding over the meeting in another capacity, then any such person appointed by the Secretary to act on his or her behalf shall act as Secretary of such meetings.”

2

EX-99.6B

Exhibit 99.6b

J.P. MORGAN MUTUAL FUND TRUST
FORM OF
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT

AMENDMENT, made this             day of          , 200  , to the Investment Advisory Agreement dated as of May 6, 1996 between J.P. Morgan Mutual Fund Trust (the “Trust,” formerly known as “Mutual Fund Trust”) and The Chase Manhattan Bank, N.A., as assigned to J.P. Morgan Fleming Asset Management (USA) Inc. in an Assignment and Assumption Agreement dated February 28, 2001, and then succeeded to by J.P. Morgan Investment Management Inc.

WHEREAS, on August 19, 2004, the Board of Trustees approved the reorganization of certain series of the Trust (each a “Fund”) with and into series of other registered investment companies, subject in each case to the approval of each reorganization transaction by the shareholders of the acquired Fund at a shareholder meeting to be held January 20, 2005 (each a “Merger”); and

WHEREAS, on August 19, 2004, the Board of Trustees approved the reorganization of each Fund with and into corresponding series of the J.P. Morgan Mutual Fund Series, a Massachusetts business trust, subject in each case to the approval of each reorganization on a Fund-by-Fund basis by the shareholders of the affected Fund at a shareholder meeting to be held January 20, 2005 (each a “Shell Reorganization”); and

WHEREAS, the Merger and Shell Reorganization transactions described above, if approved by shareholders, are expected to close on or about February 18, 2005, or such later date as the parties to each such transaction shall agree (each a “Closing Date”); and

WHEREAS, the parties agree that this Agreement shall not be effective, or shall cease to be effective, with respect to each Fund whose shareholders approve a Merger effective as of the close of business on the Closing Date with respect to each respective Fund; and

WHEREAS, the parties agree that this Agreement shall not be effective, or shall cease to be effective, with respect to each Fund whose shareholders approve a Shell Reorganization effective as of the close of business on the Closing Date with respect to each respective Fund; and

WHEREAS, on August 19, 2004, the Board of Trustees of the Trust approved new names for certain of the Funds to be effective February 19, 2005; and

WHEREAS, on August 19, 2004, the Board of Trustees of the Trust approved new advisory fees for certain of the Funds to be effective February 19, 2005;

NOW, THEREFORE, this Agreement

W I T N E S S E T H:

that in consideration of the premises and mutual promises hereinafter set forth, the parties hereto agree as follows:

1.Schedule A to the Agreement is hereby amended as attached hereto.

2.The Trustees of the Trust have authorized the execution of this Agreement in their capacity as Trustees and not individually, and the Advisor agrees that neither the Trustees nor any officer or employee of the Trust nor any Fund’s investors nor any representative or agent of the Trust or of the Fund(s) shall be personally liable upon, or shall resort be had to their private property for the satisfaction of, obligations given, executed or delivered on behalf of or by the Trust or the Fund(s), that such Trustees, officers, employees, investors, representatives and agents shall not be personally liable hereunder, and that it shall look solely to the trust property for the satisfaction of any claim hereunder.

3.This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

4.This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the       day of              , 2004.

J.P. MORGAN MUTUAL FUND TRUST

By:

Title.

J.P. MORGAN INVESTMENT MANAGEMENT INC.

By:

Title.

2

SCHEDULE A

TO THE ADVISORY AGREEMENT

Name of the Fund

Money Market Funds

		Advisory Fee as a percentage of average daily net assets
Name as of August 19, 2004	New Name as of February 19, 2005	Pre-February 18, 2005	Post-February 18, 2005
JPMorgan 100% U.S. Treasury Securities Money Market Fund*	JPMorgan 100% U.S. Treasury Securities Money Market Fund	0.10	0.08
JPMorgan California Tax Free Money Market Fund*	JPMorgan California Municipal Money Market Fund	0.10	0.08
JPMorgan Federal Money Market Fund*	JPMorgan Federal Money Market Fund	0.10	0.08
JPMorgan Liquid Assets Money Market Fund*(1)	JPMorgan Liquid Assets Money Market Fund	0.10	0.08
JPMorgan New York Tax Free Money Market Fund*	JPMorgan New York Municipal Market Fund	0.10	0.08
JPMorgan Prime Money Market Fund*	JPMorgan Prime Money Market Fund	0.10	0.08
JPMorgan Tax Free Money Market Fund*	JPMorgan Tax Free Money Market Fund	0.10	0.08
JPMorgan Treasury Plus Money Market Fund* (2)	JPMorgan Treasury Plus Money Market Fund	0.10	0.08

*Shareholders of the Fund will be asked to approve the reorganization of the Fund with and into a corresponding series of the J.P. Morgan Mutual Fund Series at a shareholder meeting to be held on January 20, 2005.  If shareholders approve the reorganization, the Fund will no longer be part of this Agreement effective upon closing of the reorganization, which is expected to occur on or about February 18, 2005.

(1)Shareholders of the JPMorgan Liquid Assets Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Prime Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Liquid Assets Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(2)Shareholders of the JPMorgan Treasury Plus Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group U.S. Treasury Securities Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Treasury Plus Money Market Fund  will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

		Advisory Fee as a percentage of average daily net assets
Name as of August 19, 2004	New Name as of February 19, 2005	Pre-February 18, 2005	Post-February 18, 2005
JPMorgan U.S. Government Money Market Fund* (3)	JPMorgan U.S. Government Money Market Fund	0.10	0.08

(3)Shareholders of the JPMorgan U.S. Government Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Government Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

2

EX-99.7C

Exhibit 99.7c

FORM OF
DISTRIBUTION AGREEMENT

AGREEMENT dated as of the    day of August, 2004, by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the “Trust”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Dealer Services, Inc. (“Distributor”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio  43240.  This Agreement shall be effective February 19, 2005.

WHEREAS, the Trust is an open-end, management investment company registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, it is intended that Distributor act as the distributor of the shares of beneficial interest (“Shares”) of each of the investment portfolios of the Trust identified in Schedule B hereto as such Schedule may be amended from time to time (such portfolios being referred to individually as a “Fund” and collectively as the “Funds”); and

WHEREAS, on August 19, 2004, the Board of Trustees of the Trust approved new names for some of the Funds to be effective February 19, 2005; and

WHEREAS, on August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Series approved the redomiciliation of J.P. Morgan Mutual Fund Series as a Delaware statutory trust to be known as JPMorgan Trust I, subject to the approval of the redomiciliation transaction by shareholders of J.P. Morgan Mutual Fund Series at a shareholder meeting to be held January 20, 2005 (“Redomiciliation”); and

WHEREAS, on August 19, 2004, the Boards of Trustees of certain of the Trusts listed on Schedule A approved the reorganization and redomiciliation of the Funds included in those Trusts with and into corresponding series of J.P. Morgan Mutual Fund Series, subject in each case to the approval of each reorganization and redomiciliation transaction on a Fund-by-Fund basis by the shareholders of the affected Funds at a shareholder meeting to be held January 20, 2005 (each a “Shell Reorganization”); and

WHEREAS, on August 19, 2004, the Boards of Trustees of certain of the Trusts listed on Schedule A approved the reorganization of certain Funds with and into series of other registered investment companies or other Funds, subject in each case to the approval of each reorganization transaction by the shareholders of the acquired Fund at a shareholder meeting to be held January 20, 2005 (each a “Merger”); and

WHEREAS, the Redomiciliation, Shell Reorganization and Merger transactions described above, if approved by shareholders, are expected to close on or about February 18, 2005, or such later date as the parties to each such transaction shall agree (each a “Closing Date”); and

WHEREAS, the parties agree that this Agreement shall not be effective, or shall cease to be effective, with respect to (i) each Trust all of whose shareholders in each existing Fund have

approved the proposed Shell Reorganization effective as of the close of business on the Closing Date with respect to the last remaining Fund in a Trust and (ii) each Fund whose shareholders approve a Merger effective as of the close of business on the Closing Date with respect to each respective Fund; and

WHEREAS, the parties also agree that, if the Redomiciliation is approved by shareholders, this Agreement shall continue in effect with respect to each remaining Fund that is a series of J.P. Morgan Mutual Fund Series following the Redomiciliation for the remaining term of this Agreement and JPMorgan Trust I shall succeed to the rights and obligations of J.P. Morgan Mutual Fund Series under this Agreement effective as of the close of business on the Closing Date with respect to the Redomiciliation;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1.Services as Distributor

1.1.Distributor will act as agent for the distribution of the Shares covered by the registration statement and prospectuses of the Trust then in effect under the Securities Act of 1933, as amended (“Securities Act”). As used in this Agreement, the term “registration statement” shall mean Parts A (the prospectuses), B (the Statement of Additional Information) and C of each registration statement that is filed on Form N-1A, or any successor thereto, with the Commission, together with any amendments thereto. The term “prospectus” shall mean each form of prospectus and Statement of Additional Information used by the Funds for delivery to shareholders and prospective shareholders after the effective dates of the above referenced registration statements, together with any amendments and supplements thereto.

1.2.Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Trust understands that Distributor may presently and in the future be the distributor of the shares of several investment companies or series (together, “Companies”) including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Companies. The Trust agrees that Distributor’s duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.

Distributor may finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature.

1.3.In its capacity as distributor of the Shares, all activities of Distributor and its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all rules and regulations promulgated by the Commission thereunder and all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934 (“Exchange Act”). Distributor may, without further consent on the part of the Trust, subcontract for the performance of any services

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hereof with any affiliated or unaffiliated entity that is duly registered as a broker or dealer pursuant to Section 15 of the Exchange Act, provided, however, that Distributor shall be fully responsible to the Trust for the acts and omissions of any party with whom it contracts.

1.4.Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Funds.

1.5.Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.

1.6.Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others.

1.7.The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as Distributor may designate.

1.8.The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Funds and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish Distributor upon request with: (a) unaudited semi-annual statements of the Funds’ books and accounts prepared by the Trust and (b) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request.

1.9.The Trust represents to Distributor that, with respect to the Shares, all registration statements and prospectuses filed by the Trust with the Commission under the Securities Act have been prepared in conformity with requirements of said Act and rules and regulations of the Commission thereunder. The registration statement and prospectuses contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission and all statements of fact contained in any such registration statement and prospectuses are true and correct. Furthermore, neither any registration statement nor any prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

1.10.The Trust authorizes Distributor and dealers to use any prospectus in the form furnished from time to time in connection with the sale of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its several directors, officers and employees, and any

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person who controls Distributor within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which Distributor, its directors, officers and employees, or any such controlling person, may incur under the Securities Act or under common law or otherwise, arising out of or based upon (i) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus, (ii) any omission, or alleged omission, to state a material fact, required to be stated in either any registration statement or any prospectus, or necessary to make the statements in either thereof not misleading, or (iii) any Trust advertisement or sales literature that is not in compliance with applicable laws, rules or regulations (including, but not limited to the Conduct Rules of the National Association of Securities Dealers, Inc.); provided, however, that the Trust’s agreement to indemnify Distributor, its directors, officers or employees, and any such controlling person, shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any statements or representations as are contained in any prospectus, advertisement or sales literature and in such financial and other statements as are furnished in writing to the Trust by Distributor and used in the answers to the registration statement or in the corresponding statements made in the prospectus, advertisement or sales literature, or arising out of or based upon any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to make the answers not misleading; and further provided that the Trust’s agreement to indemnify Distributor and the Trust’s representations and warranties hereinbefore set forth in paragraph 1.9 shall not be deemed to cover any liability to the Trust or its Shareholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of Distributor’s reckless disregard of its obligations and duties under this Agreement. The Trust’s agreement to indemnify Distributor, its directors, officers and employees and any such controlling person, as aforesaid, is expressly conditioned upon the Trust being notified of any action brought against Distributor, its officers or employees, or any such controlling person, such notification to be given by letter or by facsimile addressed to the Trust at its principal office in New York, New York and sent to the Trust by the person against whom such action is brought, within 10 business days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve to the Trust from any liability which the Trust may have to the person against whom such action is brought by reason of any such untrue, or allegedly untrue, statement or omission, or alleged omission, otherwise than on account of the Trust’s indemnity agreement contained in this paragraph 1.10. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by Distributor, which approval shall not be unreasonably withheld. Such counsel shall consult with Distributor and give Distributor the opportunity to review any documents prepared by such counsel prior to filing the same with the court. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Distributor does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its directors, officers and employees, or the controlling person or persons named as defendant or defendants in such suit,

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for the fees and expenses of any counsel retained by Distributor or them. The Trust shall not, without the written consent of Distributor, consent to entry of any judgment or enter into any settlement. Any judgment or settlement shall include as an unconditional term the giving by the claimant or plaintiff to Distributor and its directors, officers and employees, or any such controlling person, of a release from all liability in respect to such claim or litigation. The Trust’s indemnification agreement contained in this paragraph 1.10 and the Trust’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Distributor, its directors, officers and employees, or any controlling person, and shall survive the delivery of any Shares and the termination of this Agreement.

This Agreement of indemnity will inure exclusively to Distributor’s benefit, to the benefit of its several directors, officers and employees, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees in connection with the issue and sale of any Shares.

1.11.Distributor agrees to indemnify, defend and hold the Trust, its several officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by Distributor to the Trust and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectuses, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by Distributor to the Trust required to be stated in such answers or necessary to make such information not misleading. Distributor’s agreement to indemnify the Trust, its officers and Trustees, and any such controlling person, as aforesaid, is expressly conditioned upon Distributor being notified of any action brought against the Trust, its officers or Trustees, or any such controlling person, such notification to be given by letter or facsimile addressed to Distributor at its principal office in Columbus, Ohio, and sent to Distributor by the person against whom such action is brought, within 10 business days after the summons or other first legal process shall have been served. Distributor shall have the right of first control of the defense of such action, with counsel of its own choosing, satisfactory to the Trust, if such action is based solely upon such alleged misstatement or omission on Distributor’s part, and in any other event the Trust, its officers or Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure to so notify Distributor of any such action shall not relieve Distributor from any liability which Distributor may have to the Trust, its officers or Trustees, or to such controlling person by reason of any such untrue or alleged untrue statement, or omission or alleged omission, otherwise than on account of Distributor’s indemnity agreement contained in this paragraph 1.11.

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1.12.No Shares shall be offered by either Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act or if and so long as a current prospectus as required by Section 10(b)(2) of said Act is not on file with the Commission; provided, however, that nothing contained in this paragraph 1.12 shall in any way restrict or have an application to or bearing upon the Trust’s obligation to repurchase Shares from any Shareholder in accordance with the provisions of the Trust’s prospectuses, charter or by-laws.

1.13.The Trust agrees to advise Distributor as soon as reasonably practical by a notice in writing delivered to Distributor or its counsel:

(a)of any request by the Commission for amendments to the registration statement or prospectus then in effect or for additional information;

(b)in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose;

(c)of the happening of any event that makes untrue any statement of a material fact made in the registration statement or prospectuses then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and

(d)of all actions of the Commission with respect to any amendment to any registration statement or prospectuses which may from time to time be filed with the Commission.

For purposes of this section, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission.

1.14.The Trust and Distributor acknowledge and agree on behalf of themselves and their directors, trustees, officers and employees that they may receive from each other information, or access to information, about the customers or about consumers generally (collectively, “Customer Information”) including, but not limited to, nonpublic personal information such as a customer’s name, address, telephone number, account relationships, account balances and account histories. All information, including Customer Information, obtained pursuant to this Agreement shall be considered confidential information. Neither party shall disclose such confidential information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, including its use under sections 248.14 and 248.15 of Regulation S-P (17 CFR 248.1 - 248.30) in the ordinary course of carrying out the purposes of the Distribution Agreement. Distributor agrees to:

(a)Limit access to Customer Information which is obtained pursuant to this Addendum to employees who have a need to know such Customer Information to effect the purposes of this agreement;

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(b)Safeguard and maintain the confidentiality and security of Customer Information which is obtained pursuant to this Addendum; and

(c)Use Customer Information obtained pursuant to this Addendum only to carry out the purposes for which the Customer Information was disclosed and for no other purpose.

Distributor shall not directly or through an affiliate, disclose an account number or similar form of access number or access code for an account for use in telemarketing, direct mail marketing, or marketing through electronic mail, except as permitted in Section 248.12 of Regulation S-P.

1.15.This Agreement shall be governed by the laws of the State of Delaware.

2.Term, Duration and Termination

This Agreement shall become effective February 19, 2005 and, unless sooner terminated as provided herein, shall continue until October 31, 2005.  Thereafter, if not terminated, this Agreement shall continue automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting for the purpose of voting on such approval and (b) the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement may be terminated with respect to a Fund without penalty, on not less than 60 days prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Fund or by Distributor. The termination of this Agreement with respect to one Fund or Trust shall not result in the termination of the Agreement with respect to any other Fund or Trust.  This Agreement will also terminate automatically in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.)

3.Sale of Shares Subject to a Front-End Sales Load

3.1.Under this Agreement, the following provisions shall apply with respect to the sale of and payment for those Shares sold at an offering price which includes a front-end sales load (“Front-End Load Shares”) as described in the prospectuses of the Funds identified on Schedule C hereto (collectively, the “Front-End Load Funds”; individually a “Front-End Load Fund”):

(a)Distributor shall have the right to purchase Front-End Load Shares from the Front-End Load Funds at their net asset value and to sell such Shares to the public against orders therefor at the applicable public offering price, as defined in Section 3.2 below. Distributor also shall have the right to pay all or a portion of the sales charge referred to in Section 3.2 below to brokers, dealers, and other financial institutions and intermediaries selling Front-End Load Shares.

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(b)Prior to the time of delivery of any Front-End Load Shares by a Front-End Load Fund to, or on the order of, Distributor, Distributor shall pay or cause to be paid to the Front-End Load Fund or to its order an amount in Boston or New York clearing house funds equal to the applicable net asset value of such Shares. Distributor may retain all or a portion of any sales charge payable to brokers, dealers, and other financial institutions and intermediaries.

3.2.The public offering price of Front-End Load Shares of a Front-End Load Fund shall be the net asset value of the Share, plus any applicable sales charge, all as set forth in the current prospectus of the Front-End Load Fund. The net asset value of Front-End Load Shares shall be determined in accordance with the provisions of the Trust’s charter and by-laws, and the then-current prospectus of the Front-End Load Fund.

3.3.The Front-End Load Funds reserve the right to issue, transfer or sell Front-End Load Shares at net asset value (a) in connection with merger or consolidation of the Trust or the Front-End Load Fund(s) with any other investment company or the acquisition by the Trust or the Front-End Load Fund(s) of all or substantially all of the assets or of the outstanding Shares of any other investment company; (b) in connection with a pro rata distribution directly to the holders of Shares in the nature of a stock dividend or split; (c) upon the exercise of subscription rights granted to the holders of Shares on a pro rata basis; (d) in connection with the issuance of Shares pursuant to any exchange and reinvestment privileges described in any then-current prospectus of the Front-End Load Fund; and (e) otherwise in accordance with any then-current prospectus of the Front-End Load Fund.

4.Shares Subject to a Rule 12b-1 Fee

4.1.Under this Agreement, the following provisions shall apply with respect to Shares of Classes of the Trust’s Shares, other than those of a Class featuring a contingent deferred sales charge (“CDSC”), that are subject to a fee under a Distribution Plan under Rule 12b-1 (“Plan”) as described in the prospectuses of the Funds and identified on Schedule D hereto (collectively, the “Distribution Plan Classes;” individually a “Distribution Plan Class”):

(a)Distributor shall receive from the Trust all distribution fees, as applicable, at the rate and under the terms and conditions set forth in each Plan adopted by each Distribution Plan Class of each Fund, as such Plans may be amended from time to time, and subject to any further limitations on such fees as the Board may impose. Distributor’s right to payment of distribution fees on such Shares shall continue after termination of this Agreement, subject only to the continued effectiveness of the applicable Plan (such effectiveness controlled exclusively by the terms of the Plan).

(b)Distributor may reallow any or all of the distribution fees which it is paid by the Trust with respect to each Distribution Plan Class of each Fund to such brokers, dealers and other financial institutions and intermediaries as Distributor may from time to time determine.

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5.Shares Subject to a Contingent Deferred Sales Charge

5.1.The Trust may offer Shares subject to a CDSC. Distributor may pay brokers, dealers and other financial institutions and intermediaries commissions with regard to the sale of CDSC Shares. Under this Agreement, the following provisions shall apply with respect to Shares of a Class featuring a CDSC (a “CDSC Class”) as described in the prospectuses of the Funds and identified on Schedules E and F hereto.

(a)Distributor shall be entitled to receive all CDSC payments on Shares of a CDSC Class. Distributor may assign or sell to a third party (a “CDSC Financing Entity”) all or a part of the CDSC payments on Shares of a CDSC Class that Distributor is entitled to receive under this Agreement. Distributor’s right to payment on Shares of a CDSC Class shall continue after termination of this Agreement.

(b)Distributor shall be entitled to receive all distribution fees at the rate and under the terms and conditions set forth in the Plan adopted by the Trust with respect to a CDSC Class on Shares sold. The distribution-related services rendered by Distributor for which Distributor is entitled to receive any portion of such fees shall be deemed to have been completed at the time of the initial purchase of the Shares taken into account in computing such portion of such fees. Distributor may assign or sell to a CDSC Financing Entity all or a part of the distribution fees Distributor is entitled to receive from the Trust under the Plan. Distributor’s right to payment of distribution fees on such Shares shall continue after termination of this Agreement, subject only to the continued effectiveness of the Plan (such effectiveness controlled exclusively by the terms of such Plan). The Trust’s obligation to pay distribution fees that are assigned to a CDSC Financing Entity is absolute and unconditional and shall not be subject to any dispute, offset, counterclaim or defense whatsoever.

(c)Distributor shall not be required to offer or sell Shares of a CDSC Class if the Plan adopted by the CDSC Class is terminated and unless and until it has received a binding commitment from a CDSC Financing Entity (a “Commitment”) satisfactory to Distributor which Commitment shall cover all expenses and fees related to the offer and sale of such Shares of the CDSC Class including but not limited to dealer reallowances, financing commitment fees, and legal fees. If at any time during the term of this Agreement the Plan adopted by the CDSC Class terminates or the then-current CDSC financing is terminated through no fault of Distributor, Distributor has the right to immediately suspend CDSC Share sales until substitute financing becomes effective.

(d)Distributor may enter into arrangements regarding the financing of commissions pertaining to the sale of shares of a CDSC Class only upon written approval of the Trust’s Treasurer, or his or her designee, such approval not to be unreasonably withheld.

(e)Distributor and the Trust hereby agree that the terms and conditions set forth herein regarding the offer and sale of Shares of a CDSC Class may be amended upon approval of both parties in order to comply with the terms and conditions of any agreement with a CDSC Financing Entity to finance the costs for the offer and sale of

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Shares of a CDSC Class so long as such terms and conditions are in compliance with the Plan.

6.Limitation of Liability of the Trustees and Shareholders

The obligations of the Trust entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, Shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any series and/or class of Shares of the Trust must look solely to the assets of the Trust belonging to such series and/or class for the enforcement of any claims against the Trust.

The execution and delivery of this Agreement have been authorized by the Trustees, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust’s charter.

7.Anti-Money Laundering

Each of Distributor and the Trust acknowledges that it is a financial institution subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (PATRIOT ACT) Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which require among other things, that financial institutions adopt compliance programs to guard against money laundering. Each represents and warrants to the other that it is in compliance with and will continue to comply with the AML Acts and applicable regulations in all relevant respects. Each of Distributor and the Trust agrees that it will take such further steps, and cooperate with the other, to facilitate such compliance, including but not limited to the provision of copies of its written procedures, policies and controls related thereto (“AML Operations”).  Distributor undertakes that it will grant to the Trust, the Trust’s compliance officer and the applicable regulatory agencies, reasonable access to copies of Distributor’s AML Operations, books and records pertaining to the Trust. Distributor also hereby agrees to comply with all applicable laws and regulations relating to anti-money laundering and terrorist financing and with the provisions of the Funds’ and Distributor’s anti-money laundering program designed to guard against money laundering activities.

8.Counterparts

This Agreement may be executed by the parties in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same Agreement.

[SIGNATURE PAGE(S) FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first written above.

	[NAME OF TRUST]
	By:
	Name:
	Title:
Accepted by:
	ONE GROUP DEALER SERVICES, INC.
	By:
	Name:
	Title:

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SCHEDULE A

TO THE DISTRIBUTION AGREEMENT

(Effective as of February 19, 2005)

Name of Trust

Name of Entity	State and Form of Organization
Growth and Income Portfolio*	Massachusetts business trust
J.P. Morgan Fleming Mutual Fund Group, Inc.*	Maryland corporation
J.P. Morgan Funds*	Massachusetts business trust
J.P. Morgan Institutional Funds*	Massachusetts business trust
J.P. Morgan Mutual Fund Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Investment Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Series**	Massachusetts business trust
J.P. Morgan Mutual Fund Trust*	Massachusetts business trust
J.P. Morgan Series Trust*	Massachusetts business trust
Undiscovered Managers Funds	Massachusetts business trust

*On August 19, 2004, the Boards of Trustees of these Trusts approved the reorganization and redomiciliation of the Funds included in those Trusts with and into corresponding series of J.P. Morgan Mutual Fund Series, subject in each case to the approval of each reorganization and redomiciliation transaction on a Fund-by-Fund basis by the shareholders of the affected Funds at a shareholder meeting to be held January 20, 2005 (“Shell Reorganization”).  To the extent that all of the Funds in a Trust approve the Shell Reorganization, this Agreement shall not be effective, or shall cease to be effective, with respect to that Trust.

**On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Series approved the redomiciliation of J.P. Morgan Mutual Fund Series as a Delaware statutory trust to be known as JPMorgan Trust I, subject to the approval of the redomiciliation transaction by shareholders of J.P. Morgan Mutual Fund Series at a shareholder meeting to be held January 20, 2005 (“Redomiciliation”). If the Redomiciliation is approved by shareholders, this Agreement shall continue in effect with respect to each remaining Fund that is a series of J.P. Morgan Mutual Fund Series following the Redomiciliation for the remaining term of this Agreement and JPMorgan Trust I shall succeed to the rights and obligations of J.P. Morgan Mutual Fund Series under this Agreement effective as of the close of business on the Closing Date with respect to the Redomiciliation.

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SCHEDULE B

TO THE DISTRIBUTION AGREEMENT

(Effective as of February 19, 2005)

Money Market Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan 100% U.S. Treasury Securities Money Market Fund	JPMorgan 100% U.S. Treasury Securities Money Market Fund
JPMorgan California Tax Free Money Market Fund	JPMorgan California Municipal Money Market Fund
JPMorgan Federal Money Market Fund	JPMorgan Federal Money Market Fund
JPMorgan Liquid Assets Money Market Fund(1)	JPMorgan Liquid Assets Money Market Fund
JPMorgan New York Tax Free Money Market Fund	JPMorgan New York Municipal Market Fund
JPMorgan Prime Money Market Fund	JPMorgan Prime Money Market Fund
JPMorgan Tax Free Money Market Fund	JPMorgan Tax Free Money Market Fund
JPMorgan Treasury Plus Money Market Fund(2)	JPMorgan Treasury Plus Money Market Fund
JPMorgan U.S. Government Money Market Fund(3)	JPMorgan U.S. Government Money Market Fund

Equity Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Capital Growth Fund	JPMorgan Capital Growth Fund
JPMorgan Disciplined Equity Fund	JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund	JPMorgan Diversified Fund
JPMorgan Dynamic Small Cap Fund	JPMorgan Dynamic Small Cap Fund
JPMorgan Equity Growth Fund(4)	JPMorgan Equity Growth Fund

(1)Shareholders of the JPMorgan Liquid Assets Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Prime Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Liquid Assets Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(2)Shareholders of the JPMorgan Treasury Plus Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group U.S. Treasury Securities Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Treasury Plus Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(3)Shareholders of the JPMorgan U.S. Government Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Government Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(4)Shareholders of the JPMorgan Equity Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Large Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-1

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Equity Income Fund(5)	JPMorgan Equity Income Fund
JPMorgan Fleming Asia Equity Fund	JPMorgan Asia Equity Fund
JPMorgan Fleming Emerging Markets Equity Fund	JPMorgan Emerging Markets Equity Fund
JPMorgan Fleming International Equity Fund	JPMorgan International Equity Fund
JPMorgan Fleming International Growth Fund	JPMorgan International Growth Fund
JPMorgan Fleming International Opportunities Fund	JPMorgan International Opportunities Fund
JPMorgan Fleming International Small Cap Equity Fund	JPMorgan International Small Cap Equity Fund
JPMorgan Fleming International Value Fund	JPMorgan International Value Fund
JPMorgan Fleming Intrepid European Fund	JPMorgan Intrepid European Fund
JPMorgan Fleming Japan Fund	JPMorgan Japan Fund
JPMorgan Fleming Tax Aware International Opportunities Fund	JPMorgan Tax Aware International Opportunities Fund
JPMorgan Global 50 Fund(6)	JPMorgan Global 50 Fund
JPMorgan Global Healthcare Fund	JPMorgan Global Healthcare Fund
JPMorgan Growth and Income Fund	JPMorgan Growth & Income Fund
JPMorgan Intrepid America Fund	JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund	JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Investor Fund	JPMorgan Intrepid Contrarian Fund
JPMorgan Intrepid Value Fund	JPMorgan Intrepid Value Fund
JPMorgan Market Neutral Fund	JPMorgan Market Neutral Fund
JPMorgan Mid Cap Equity Fund	JPMorgan Mid Cap Equity Fund
JPMorgan Mid Cap Growth Fund	JPMorgan Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund	JPMorgan Mid Cap Value Fund
JPMorgan Select Growth and Income Fund	JPMorgan Select Growth & Income Fund
JPMorgan Small Cap Equity Fund	JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Growth Fund(7)	JPMorgan Small Cap Growth Fund
JPMorgan Tax Aware Disciplined Equity Fund	JPMorgan Tax Aware Disciplined Equity Fund
JPMorgan Tax Aware Large Cap Growth Fund	JPMorgan Tax Aware Large Cap Growth Fund
JPMorgan Tax Aware Large Cap Value Fund	JPMorgan Tax Aware Large Cap Value Fund
JPMorgan Tax Aware U.S. Equity Fund	JPMorgan Tax Aware U.S. Equity Fund
JPMorgan Trust Small Cap Equity Fund	JPMorgan Trust Small Cap Equity Fund
JPMorgan U.S. Equity Fund	JPMorgan U.S. Equity Fund
JPMorgan U.S. Small Company Fund	JPMorgan U.S. Small Company Fund

(5)Shareholders of the JPMorgan Equity Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Equity Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(6)Shareholders of the JPMorgan Global 50 Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Fleming International Opportunities Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Global 50 Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(7)Shareholders of the JPMorgan Small Cap Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Small Cap Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-2

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan U.S. Small Company Opportunities Fund(8)	JPMorgan U.S. Small Company Opportunities Fund
UM Small Cap Growth Fund	Undiscovered Managers Small Cap Growth Fund
Undiscovered Managers Behavioral Growth Fund	Undiscovered Managers Behavioral Growth Fund
Undiscovered Managers Behavioral Value Fund	Undiscovered Managers Behavioral Value Fund
Undiscovered Managers REIT Fund	Undiscovered Managers REIT Fund

Fixed Income Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Bond Fund	JPMorgan Bond Fund
JPMorgan Bond Fund II(9)	JPMorgan Bond Fund II
JPMorgan California Bond Fund	JPMorgan California Tax Free Bond Fund
JPMorgan Enhanced Income Fund	JPMorgan Enhanced Income Fund
JPMorgan Fleming Emerging Markets Debt Fund	JPMorgan Emerging Markets Debt Fund
JPMorgan Global Strategic Income Fund	JPMorgan Global Strategic Income Fund
JPMorgan Intermediate Tax Free Income Fund	JPMorgan Intermediate Tax Free Income Fund(10)
JPMorgan New Jersey Tax Free Income Fund	JPMorgan New Jersey Tax Free Bond Fund
JPMorgan New York Intermediate Tax Free Income Fund	JPMorgan New York Tax Free Bond Fund
JPMorgan Short Term Bond Fund	JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund II	JPMorgan Short Term Bond Fund II
JPMorgan Strategic Income Fund(11)	JPMorgan Strategic Income Fund
JPMorgan Tax Aware Enhanced Income Fund	JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Real Income Fund	JPMorgan Tax Aware Real Income Fund

(8)Shareholders of the JPMorgan U.S. Small Company Opportunities Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Small Cap Opportunities Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(9)Shareholders of the JPMorgan Bond Fund II will be asked to approve the reorganization of that Fund with and into the One Group Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Bond Fund II will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(10)On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Select Trust approved, on behalf of the JPMorgan Intermediate Tax Free Income Fund, a proposed reorganization pursuant to which the One Group Intermediate Tax-Free Bond Fund will merge with and into JPMorgan Intermediate Tax Free Income Fund if approval of the acquired fund’s shareholders is obtained. If shareholder approval of the proposed reorganization is not obtained, effective February 19, 2005, the name of the JPMorgan Intermediate Tax Free Income Fund will remain unchanged.  If shareholder approval of the proposed reorganization is obtained, upon the closing of that reorganization, which is expected to occur or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree, the JPMorgan Intermediate Tax Free Income Fund will assume the name “JPMorgan Intermediate Tax Free Bond Fund.”

(11)Shareholders of the JPMorgan Strategic Income Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Global Strategic Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Strategic Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-3

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Tax Aware Short-Intermediate Income Fund	JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Tax Free Income Fund(12)	JPMorgan Tax Free Income Fund
JPMorgan U.S. Treasury Income Fund(13)	JPMorgan U.S. Treasury Income Fund

(12)Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Tax-Free Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Tax Free Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(13)Shareholders of the JPMorgan U.S. Treasury Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Treasury Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-4

SCHEDULE C

TO THE DISTRIBUTION AGREEMENT

Shares Subject to Front-End Sales Load

(Effective as of February 19, 2005)

Equity Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Capital Growth Fund	JPMorgan Capital Growth Fund
JPMorgan Disciplined Equity Fund	JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund	JPMorgan Diversified Fund
JPMorgan Dynamic Small Cap Fund	JPMorgan Dynamic Small Cap Fund
JPMorgan Equity Growth Fund(14)	JPMorgan Equity Growth Fund
JPMorgan Equity Income Fund(15)	JPMorgan Equity Income Fund
JPMorgan Fleming Asia Equity Fund	JPMorgan Asia Equity Fund
JPMorgan Fleming Emerging Markets Equity Fund	JPMorgan Emerging Markets Equity Fund
JPMorgan Fleming International Equity Fund	JPMorgan International Equity Fund
JPMorgan Fleming International Growth Fund	JPMorgan International Growth Fund
JPMorgan Fleming International Opportunities Fund	JPMorgan International Opportunities Fund
JPMorgan Fleming International Small Cap Equity Fund	JPMorgan International Small Cap Equity Fund
JPMorgan Fleming International Value Fund	JPMorgan International Value Fund
JPMorgan Fleming Intrepid European Fund	JPMorgan Intrepid European Fund
JPMorgan Fleming Japan Fund	JPMorgan Japan Fund
JPMorgan Fleming Tax Aware International Opportunities Fund	JPMorgan Tax Aware International Opportunities Fund
JPMorgan Global 50 Fund(16)	JPMorgan Global 50 Fund
JPMorgan Global Healthcare Fund	JPMorgan Global Healthcare Fund
JPMorgan Growth and Income Fund	JPMorgan Growth & Income Fund
JPMorgan Intrepid America Fund	JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund	JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Investor Fund	JPMorgan Intrepid Contrarian Fund
JPMorgan Intrepid Value Fund	JPMorgan Intrepid Value Fund
JPMorgan Market Neutral Fund	JPMorgan Market Neutral Fund

(14)Shareholders of the JPMorgan Equity Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Large Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(15)Shareholders of the JPMorgan Equity Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Equity Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(16)Shareholders of the JPMorgan Global 50 Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Fleming International Opportunities Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Global 50 Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

C-1

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Mid Cap Equity Fund	JPMorgan Mid Cap Equity Fund
JPMorgan Mid Cap Growth Fund	JPMorgan Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund	JPMorgan Mid Cap Value Fund
JPMorgan Small Cap Equity Fund	JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Growth Fund(17)	JPMorgan Small Cap Growth Fund
JPMorgan Tax Aware U.S. Equity Fund	JPMorgan Tax Aware U.S. Equity Fund
JPMorgan U.S. Equity Fund	JPMorgan U.S. Equity Fund
UM Small Cap Growth Fund	Undiscovered Managers Small Cap Growth Fund
Undiscovered Managers Behavioral Growth Fund	Undiscovered Managers Behavioral Growth Fund
Undiscovered Managers Behavioral Value Fund	Undiscovered Managers Behavioral Value Fund
Undiscovered Managers REIT Fund	Undiscovered Managers REIT Fund

Fixed Income Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Bond Fund	JPMorgan Bond Fund
JPMorgan Bond Fund II(18)	JPMorgan Bond Fund II
JPMorgan California Bond Fund	JPMorgan California Tax Free Bond Fund
JPMorgan Enhanced Income Fund	JPMorgan Enhanced Income Fund
JPMorgan Global Strategic Income Fund	JPMorgan Global Strategic Income Fund
JPMorgan Intermediate Tax Free Income Fund	JPMorgan Intermediate Tax Free Income Fund(19)
JPMorgan New Jersey Tax Free Income Fund	JPMorgan New Jersey Tax Free Bond Fund
JPMorgan New York Intermediate Tax Free Income Fund	JPMorgan New York Tax Free Bond Fund
JPMorgan Short Term Bond Fund	JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund II	JPMorgan Short Term Bond Fund II

(17)Shareholders of the JPMorgan Small Cap Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Small Cap Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(18)Shareholders of the JPMorgan Bond Fund II will be asked to approve the reorganization of that Fund with and into the One Group Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Bond Fund II will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(19)On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Select Trust approved, on behalf of the JPMorgan Intermediate Tax Free Income Fund, a proposed reorganization pursuant to which the One Group Intermediate Tax-Free Bond Fund will merge with and into JPMorgan Intermediate Tax Free Income Fund if approval of the acquired fund’s shareholders is obtained. If shareholder approval of the proposed reorganization is not obtained, effective February 19, 2005, the name of the JPMorgan Intermediate Tax Free Income Fund will remain unchanged.  If shareholder approval of the proposed reorganization is obtained, upon the closing of that reorganization, which is expected to occur or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree, the JPMorgan Intermediate Tax Free Income Fund will assume the name “JPMorgan Intermediate Tax Free Bond Fund.”

C-2

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Strategic Income Fund(20)	JPMorgan Strategic Income Fund
JPMorgan Tax Aware Enhanced Income Fund	JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Real Income Fund	JPMorgan Tax Aware Real Income Fund
JPMorgan Tax Free Income Fund(21)	JPMorgan Tax Free Income Fund
JPMorgan U.S. Treasury Income Fund(22)	JPMorgan U.S. Treasury Income Fund

(20)Shareholders of the JPMorgan Strategic Income Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Global Strategic Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Strategic Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(21)Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Tax-Free Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Tax Free Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(22)Shareholders of the JPMorgan U.S. Treasury Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Treasury Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

C-3

SCHEDULE D

TO THE DISTRIBUTION AGREEMENT

Distribution Plan Classes

(Effective as of February 19, 2005)

Name of the Fund

Money Market Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan 100% U.S. Treasury Securities Money Market Fund — Morgan Class Shares	JPMorgan 100% U.S. Treasury Securities Money Market Fund — Morgan Class Shares
JPMorgan 100% U.S. Treasury Securities Money Market Fund — Reserve  Class Shares	JPMorgan 100% U.S. Treasury Securities Money Market Fund — Reserve Class Shares
JPMorgan California Tax Free Money Market Fund — Morgan Class Shares	JPMorgan California Municipal Money Market Fund — Morgan Class Shares
JPMorgan Federal Money Market Fund — Morgan Class Shares	JPMorgan Federal Money Market Fund — Morgan Class Shares
JPMorgan Federal Money Market Fund — Reserve Class Shares	JPMorgan Federal Money Market Fund — Reserve Class Shares
JPMorgan Liquid Assets Money Market Fund — Morgan Class Shares(23)	JPMorgan Liquid Assets Money Market Fund — Morgan Class Shares
JPMorgan New York Tax Free Money Market Fund — Morgan Class Shares	JPMorgan New York Municipal Market Fund — Morgan Class Shares
JPMorgan New York Tax Free Money Market Fund — Reserve Class Shares	JPMorgan New York Municipal Market Fund — Reserve Class Shares
JPMorgan Prime Money Market Fund — Morgan Class Shares(24)	JPMorgan Prime Money Market Fund — Morgan Class Shares
JPMorgan Prime Money Market Fund — Reserve Class Shares	JPMorgan Prime Money Market Fund — Reserve Class Shares
JPMorgan Tax Free Money Market Fund — Morgan Class Shares	JPMorgan Tax Free Money Market Fund — Morgan Class Shares
JPMorgan Tax Free Money Market Fund — Reserve Class Shares	JPMorgan Tax Free Money Market Fund — Reserve Class Shares

(23)Shareholders of the JPMorgan Liquid Assets Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Prime Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Liquid Assets Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(24)Morgan Class shares of the JPMorgan Prime Money Market Fund are not subject to, and will not become subject to, the provisions of the Agreement applicable to shares listed on this Schedule D unless and until Morgan Class shareholders of the JPMorgan Prime Money Market Fund approve the 0.10% fee to be charged pursuant to the Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act.  The proposed fee will be submitted to a vote of Morgan Class shareholders of the JPMorgan Prime Money Market Fund at a shareholder meeting to be held January 20, 2005.

D-1

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Treasury Plus Money Market Fund — Morgan Class Shares(25)	JPMorgan Treasury Plus Money Market Fund — Morgan Class Shares
JPMorgan Treasury Plus Money Market Fund — Reserve Class Shares	JPMorgan Treasury Plus Money Market Fund — Reserve Class Shares
JPMorgan U.S. Government Money Market Fund — Morgan Class Shares(26)	JPMorgan U.S. Government Money Market Fund — Morgan Class Shares

Equity Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Capital Growth Fund — Class A Shares	JPMorgan Capital Growth Fund — Class A Shares
JPMorgan Disciplined Equity Fund — Class A Shares	JPMorgan Disciplined Equity Fund — Class A Shares
JPMorgan Diversified Fund — Class A Shares	JPMorgan Diversified Fund — Class A Shares
JPMorgan Dynamic Small Cap Fund — Class A Shares	JPMorgan Dynamic Small Cap Fund — Class A Shares
JPMorgan Equity Growth Fund — Class A Shares(27)	JPMorgan Equity Growth Fund — Class A Shares
JPMorgan Equity Income Fund — Class A Shares(28)	JPMorgan Equity Income Fund — Class A Shares
JPMorgan Fleming Asia Equity Fund  — Class A Shares	JPMorgan Asia Equity Fund  — Class A Shares
JPMorgan Fleming Emerging Markets Equity Fund — Class A Shares	JPMorgan Emerging Markets Equity Fund — Class A Shares
JPMorgan Fleming International Equity Fund — Class A Shares	JPMorgan International Equity Fund — Class A Shares
JPMorgan Fleming International Growth Fund — Class A Shares	JPMorgan International Growth Fund — Class A Shares
JPMorgan Fleming International Opportunities Fund — Class A Shares	JPMorgan International Opportunities Fund — Class A Shares
JPMorgan Fleming International Small Cap Equity Fund — Class A Shares	JPMorgan International Small Cap Equity Fund — Class A Shares

(25)Shareholders of the JPMorgan Treasury Plus Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group U.S. Treasury Securities Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Treasury Plus Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(26)Shareholders of the JPMorgan U.S. Government Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Government Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(27)Shareholders of the JPMorgan Equity Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Large Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(28)Shareholders of the JPMorgan Equity Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Equity Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

D-2

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Fleming International Value Fund — Class A Shares	JPMorgan International Value Fund — Class A Shares
JPMorgan Fleming Intrepid European Fund — Class A Shares	JPMorgan Intrepid European Fund — Class A Shares
JPMorgan Fleming Japan Fund — Class A Shares	JPMorgan Japan Fund — Class A Shares
JPMorgan Fleming Tax Aware International Opportunities Fund — Class A Shares	JPMorgan Tax Aware International Opportunities Fund — Class A Shares
JPMorgan Global 50 Fund — Class A Shares(29)	JPMorgan Global 50 Fund — Class A Shares
JPMorgan Global Healthcare Fund — Class A Shares	JPMorgan Global Healthcare Fund — Class A Shares
JPMorgan Growth and Income Fund — Class A Shares	JPMorgan Growth & Income Fund — Class A Shares
JPMorgan Intrepid America Fund — Class A Shares	JPMorgan Intrepid America Fund — Class A Shares
JPMorgan Intrepid Growth Fund — Class A Shares	JPMorgan Intrepid Growth Fund — Class A Shares
JPMorgan Intrepid Investor Fund — Class A Shares	JPMorgan Intrepid Contrarian Fund — Class A Shares
JPMorgan Intrepid Value Fund — Class A Shares	JPMorgan Intrepid Value Fund — Class A Shares
JPMorgan Market Neutral Fund — Class A Shares	JPMorgan Market Neutral Fund — Class A Shares
JPMorgan Mid Cap Equity Fund — Class A Shares	JPMorgan Mid Cap Equity Fund — Class A Shares
JPMorgan Mid Cap Growth Fund — Class A Shares	JPMorgan Mid Cap Growth Fund — Class A Shares
JPMorgan Mid Cap Value Fund — Class A Shares	JPMorgan Mid Cap Value Fund — Class A Shares
JPMorgan Small Cap Equity Fund — Class A Shares	JPMorgan Small Cap Equity Fund — Class A Shares
JPMorgan Small Cap Growth Fund — Class A Shares(30)	JPMorgan Small Cap Growth Fund — Class A Shares
JPMorgan Tax Aware U.S. Equity Fund — Class A Shares	JPMorgan Tax Aware U.S. Equity Fund — Class A Shares
JPMorgan U.S. Equity Fund — Class A Shares	JPMorgan U.S. Equity Fund — Class A Shares
UM Small Cap Growth Fund — Class A Shares	Undiscovered Managers Small Cap Growth Fund — Class A Shares
Undiscovered Managers Behavioral Growth Fund — Class A Shares	Undiscovered Managers Behavioral Growth Fund — Class A Shares
Undiscovered Managers Behavioral Growth Fund — Investor Class Shares	Undiscovered Managers Behavioral Growth Fund — Investor Class Shares
Undiscovered Managers Behavioral Value Fund — Class A Shares	Undiscovered Managers Behavioral Value Fund — Class A Shares
Undiscovered Managers REIT Fund — Class A Shares	Undiscovered Managers REIT Fund — Class A Shares

(29)Shareholders of the JPMorgan Global 50 Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Fleming International Opportunities Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Global 50 Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(30)Shareholders of the JPMorgan Small Cap Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Small Cap Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

D-3

Fixed Income Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Bond Fund — Class A Shares	JPMorgan Bond Fund — Class A Shares
JPMorgan Bond Fund II — Class A Shares(31)	JPMorgan Bond Fund II — Class A Shares
JPMorgan California Bond Fund — Class A Shares	JPMorgan California Tax Free Bond Fund — Class A Shares
JPMorgan Enhanced Income Fund — Class A Shares	JPMorgan Enhanced Income Fund — Class A Shares
JPMorgan Global Strategic Income Fund — Class A Shares	JPMorgan Global Strategic Income Fund — Class A Shares
JPMorgan Global Strategic Income Fund — M Class Shares	JPMorgan Global Strategic Income Fund — M Class Shares
JPMorgan Intermediate Tax Free Income Fund — Class A Shares	JPMorgan Intermediate Tax Free Income Fund — Class A Shares(32)
JPMorgan New Jersey Tax Free Income Fund — Class A Shares	JPMorgan New Jersey Tax Free Bond Fund — Class A Shares
JPMorgan New York Intermediate Tax Free Income Fund — Class A Shares	JPMorgan New York Tax Free Bond Fund — Class A Shares
JPMorgan Short Term Bond Fund — Class A Shares	JPMorgan Short Term Bond Fund — Class A Shares
JPMorgan Short Term Bond Fund II — Class A Shares	JPMorgan Short Term Bond Fund II — Class A Shares
JPMorgan Strategic Income Fund — Class A Shares(33)	JPMorgan Strategic Income Fund — Class A Shares
JPMorgan Strategic Income Fund — M Class Shares	JPMorgan Strategic Income Fund — M Class Shares
JPMorgan Tax Aware Enhanced Income Fund — Class A Shares	JPMorgan Tax Aware Enhanced Income Fund — Class A Shares
JPMorgan Tax Aware Real Income Fund — Class A Shares	JPMorgan Tax Aware Real Income Fund — Class A Shares
JPMorgan Tax Free Income Fund — Class A Shares(34)	JPMorgan Tax Free Income Fund — Class A Shares

(31)Shareholders of the JPMorgan Bond Fund II will be asked to approve the reorganization of that Fund with and into the One Group Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Bond Fund II will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(32)On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Select Trust approved, on behalf of the JPMorgan Intermediate Tax Free Income Fund, a proposed reorganization pursuant to which the One Group Intermediate Tax-Free Bond Fund will merge with and into JPMorgan Intermediate Tax Free Income Fund if approval of the acquired fund’s shareholders is obtained. If shareholder approval of the proposed reorganization is not obtained, effective February 19, 2005, the name of the JPMorgan Intermediate Tax Free Income Fund will remain unchanged.  If shareholder approval of the proposed reorganization is obtained, upon the closing of that reorganization, which is expected to occur or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree, the JPMorgan Intermediate Tax Free Income Fund will assume the name “JPMorgan Intermediate Tax Free Bond Fund.”

(33)Shareholders of the JPMorgan Strategic Income Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Global Strategic Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Strategic Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(34)Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Tax-Free Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Tax Free Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

D-4

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan U.S. Treasury Income Fund — Class A Shares(35)	JPMorgan U.S. Treasury Income Fund — Class A Shares

(35)Shareholders of the JPMorgan U.S. Treasury Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Treasury Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

D-5

SCHEDULE E

TO THE DISTRIBUTION AGREEMENT

CDSC Shares

(Effective as of February 19, 2005)

Name of the Fund

Money Market Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Prime Money Market Fund — Class B Shares	JPMorgan Prime Money Market Fund — Class B Shares

Equity Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Capital Growth Fund — Class B Shares	JPMorgan Capital Growth Fund — Class B Shares
JPMorgan Diversified Fund — Class B Shares	JPMorgan Diversified Fund — Class B Shares
JPMorgan Dynamic Small Cap Fund — Class B Shares	JPMorgan Dynamic Small Cap Fund — Class B Shares
JPMorgan Equity Growth Fund — Class B Shares(36)	JPMorgan Equity Growth Fund — Class B Shares
JPMorgan Equity Income Fund — Class B Shares(37)	JPMorgan Equity Income Fund — Class B Shares
JPMorgan Fleming Emerging Markets Equity Fund — Class B Shares	JPMorgan Emerging Markets Equity Fund — Class B Shares
JPMorgan Fleming International Equity Fund — Class B Shares	JPMorgan International Equity Fund — Class B Shares
JPMorgan Fleming International Growth Fund — Class B Shares	JPMorgan International Growth Fund — Class B Shares
JPMorgan Fleming International Opportunities Fund — Class B Shares	JPMorgan International Opportunities Fund — Class B Shares
JPMorgan Fleming International Small Cap Equity Fund — Class B Shares	JPMorgan International Small Cap Equity Fund — Class B Shares
JPMorgan Fleming International Value Fund — Class B Shares	JPMorgan International Value Fund — Class B Shares
JPMorgan Fleming Intrepid European Fund — Class B Shares	JPMorgan Intrepid European Fund — Class B Shares
JPMorgan Fleming Japan Fund — Class B Shares	JPMorgan Japan Fund — Class B Shares
JPMorgan Global Healthcare Fund — Class B Shares	JPMorgan Global Healthcare Fund — Class B Shares
JPMorgan Growth and Income Fund — Class B Shares	JPMorgan Growth & Income Fund — Class B Shares
JPMorgan Intrepid America Fund — Class B Shares	JPMorgan Intrepid America Fund — Class B Shares

(36)Shareholders of the JPMorgan Equity Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Large Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(37)Shareholders of the JPMorgan Equity Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Equity Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

E-1

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Intrepid Growth Fund — Class B Shares	JPMorgan Intrepid Growth Fund — Class B Shares
JPMorgan Intrepid Investor Fund — Class B Shares	JPMorgan Intrepid Contrarian Fund — Class B Shares
JPMorgan Intrepid Value Fund — Class B Shares	JPMorgan Intrepid Value Fund — Class B Shares
JPMorgan Market Neutral Fund — Class B Shares	JPMorgan Market Neutral Fund — Class B Shares
JPMorgan Mid Cap Equity Fund — Class B Shares	JPMorgan Mid Cap Equity Fund — Class B Shares
JPMorgan Mid Cap Growth Fund — Class B Shares	JPMorgan Mid Cap Growth Fund — Class B Shares
JPMorgan Mid Cap Value Fund — Class B Shares	JPMorgan Mid Cap Value Fund — Class B Shares
JPMorgan Small Cap Equity Fund — Class B Shares	JPMorgan Small Cap Equity Fund — Class B Shares
JPMorgan Tax Aware U.S. Equity Fund — Class B Shares	JPMorgan Tax Aware U.S. Equity Fund — Class B Shares
JPMorgan U.S. Equity Fund — Class B Shares	JPMorgan U.S. Equity Fund — Class B Shares
Undiscovered Managers Behavioral Growth Fund — Class B Shares	Undiscovered Managers Behavioral Growth Fund — Class B Shares
Undiscovered Managers Behavioral Value Fund — Class B Shares	Undiscovered Managers Behavioral Value Fund — Class B Shares
Undiscovered Managers REIT Fund — Class B Shares	Undiscovered Managers REIT Fund — Class B Shares

Fixed Income Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Bond Fund — Class B Shares	JPMorgan Bond Fund — Class B Shares
JPMorgan Bond Fund II — Class B Shares(38)	JPMorgan Bond Fund II — Class B Shares
JPMorgan California Bond Fund — Class B Shares	JPMorgan California Tax Free Bond Fund — Class B Shares
JPMorgan Global Strategic Income Fund — Class B Shares	JPMorgan Global Strategic Income Fund — Class B Shares
JPMorgan Intermediate Tax Free Income Fund — Class B Shares	JPMorgan Intermediate Tax Free Income Fund — Class B Shares(39)
JPMorgan New Jersey Tax Free Income Fund — Class B Shares	JPMorgan New Jersey Tax Free Bond Fund — Class B Shares
JPMorgan New York Intermediate Tax Free Income Fund — Class B Shares	JPMorgan New York Tax-Free Bond Fund — Class B Shares
JPMorgan Strategic Income Fund — Class B Shares(40)	JPMorgan Strategic Income Fund — Class B Shares

(38)Shareholders of the JPMorgan Bond Fund II will be asked to approve the reorganization of that Fund with and into the One Group Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Bond Fund II will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(39)On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Select Trust approved, on behalf of the JPMorgan Intermediate Tax Free Income Fund, a proposed reorganization pursuant to which the One Group Intermediate Tax-Free Bond Fund will merge with and into JPMorgan Intermediate Tax Free Income Fund if approval of the acquired fund’s shareholders is obtained. If shareholder approval of the proposed reorganization is not obtained, effective February 19, 2005, the name of the JPMorgan Intermediate Tax Free Income Fund will remain unchanged.  If shareholder approval of the proposed reorganization is obtained, upon the closing of that reorganization, which is expected to occur or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree, the JPMorgan Intermediate Tax Free Income Fund will assume the name “JPMorgan Intermediate Tax Free Bond Fund.”

(40)Shareholders of the JPMorgan Strategic Income Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Global Strategic Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Strategic Income Fund will no longer be part

E-2

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Tax Aware Real Income Fund — Class B Shares	JPMorgan Tax Aware Real Income Fund — Class B Shares
JPMorgan Tax Free Income Fund — Class B Shares(41)	JPMorgan Tax Free Income Fund — Class B Shares
JPMorgan U.S. Treasury Income Fund — Class B Shares(42)	JPMorgan U.S. Treasury Income Fund — Class B Shares

of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(41)Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Tax-Free Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Tax Free Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(42)Shareholders of the JPMorgan U.S. Treasury Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Treasury Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

E-3

SCHEDULE F

TO THE DISTRIBUTION AGREEMENT

CDSC Classes

(Effective as of February 19, 2005)

Name of the Fund

Money Market Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Prime Money Market Fund — Class C Shares	JPMorgan Prime Money Market Fund — Class C Shares

Equity Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Capital Growth Fund — Class C Shares	JPMorgan Capital Growth Fund — Class C Shares
JPMorgan Diversified Fund — Class C Shares	JPMorgan Diversified Fund — Class C Shares
JPMorgan Dynamic Small Cap Fund — Class C Shares	JPMorgan Dynamic Small Cap Fund — Class C Shares
JPMorgan Equity Growth Fund — Class C Shares(43)	JPMorgan Equity Growth Fund — Class C Shares
JPMorgan Equity Income Fund — Class C Shares(44)	JPMorgan Equity Income Fund — Class C Shares
JPMorgan Fleming International Equity Fund — Class C Shares	JPMorgan International Equity Fund — Class C Shares
JPMorgan Fleming Intrepid European Fund — Class C Shares	JPMorgan Intrepid European Fund — Class C Shares
JPMorgan Global Healthcare Fund — Class C Shares	JPMorgan Global Healthcare Fund — Class C Shares
JPMorgan Growth and Income Fund — Class C Shares	JPMorgan Growth & Income Fund — Class C Shares
JPMorgan Intrepid America Fund — Class C Shares	JPMorgan Intrepid America Fund — Class C Shares
JPMorgan Intrepid Growth Fund — Class C Shares	JPMorgan Intrepid Growth Fund — Class C Shares
JPMorgan Intrepid Investor Fund — Class C Shares	JPMorgan Intrepid Contrarian Fund — Class C Shares
JPMorgan Intrepid Value Fund — Class C Shares	JPMorgan Intrepid Value Fund — Class C Shares
JPMorgan Mid Cap Value Fund — Class C Shares	JPMorgan Mid Cap Value Fund — Class C Shares
JPMorgan Tax Aware U.S. Equity Fund — Class C Shares	JPMorgan Tax Aware U.S. Equity Fund — Class C Shares
JPMorgan U.S. Equity Fund — Class C Shares	JPMorgan U.S. Equity Fund — Class C Shares — Class C Shares
Undiscovered Managers Behavioral Growth Fund — Class C Shares	Undiscovered Managers Behavioral Growth Fund — Class C Shares

(43)Shareholders of the JPMorgan Equity Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Large Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(44)Shareholders of the JPMorgan Equity Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Equity Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

F-1

Name as of August 19, 2004	New Name as of February 19, 2005
Undiscovered Managers Behavioral Value Fund — Class C Shares	Undiscovered Managers Behavioral Value Fund — Class C Shares
Undiscovered Managers REIT Fund — Class C Shares	Undiscovered Managers REIT Fund — Class C Shares

Fixed Income Funds

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Bond Fund — Class C Shares	JPMorgan Bond Fund — Class C Shares
JPMorgan California Bond Fund — Class C Shares	JPMorgan California Tax Free Bond Fund — Class C Shares
JPMorgan Global Strategic Income Fund — Class C Shares	JPMorgan Global Strategic Income Fund — Class C Shares
JPMorgan Intermediate Tax Free Income Fund — Class C Shares	JPMorgan Intermediate Tax Free Income Fund — Class C Shares(45)
JPMorgan New Jersey Tax Free Income Fund — Class C Shares	JPMorgan New Jersey Tax Free Bond Fund — Class C Shares
JPMorgan New York Intermediate Tax Free Income Fund — Class C Shares	JPMorgan New York Tax Free Bond Fund — Class C Shares
JPMorgan Strategic Income Fund — Class C Shares(46)	JPMorgan Strategic Income Fund — Class C Shares
JPMorgan Tax Aware Real Income Fund — Class C Shares	JPMorgan Tax Aware Real Income Fund — Class C Shares
JPMorgan Tax Free Income Fund — Class C Shares(47)	JPMorgan Tax Free Income Fund — Class C Shares

(45)On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Select Trust approved, on behalf of the JPMorgan Intermediate Tax Free Income Fund, a proposed reorganization pursuant to which the One Group Intermediate Tax-Free Bond Fund will merge with and into JPMorgan Intermediate Tax Free Income Fund if approval of the acquired fund’s shareholders is obtained. If shareholder approval of the proposed reorganization is not obtained, effective February 19, 2005, the name of the JPMorgan Intermediate Tax Free Income Fund will remain unchanged.  If shareholder approval of the proposed reorganization is obtained, upon the closing of that reorganization, which is expected to occur or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree, the JPMorgan Intermediate Tax Free Income Fund will assume the name “JPMorgan Intermediate Tax Free Bond Fund.”

(46)Shareholders of the JPMorgan Strategic Income Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Global Strategic Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Strategic Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(47)Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Tax-Free Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Tax Free Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

F-2

EX-99.10C

Exhibit 99.10c

JPMORGAN FUNDS

FORM OF
COMBINED AMENDED AND RESTATED
DISTRIBUTION PLAN

Section 1.This Combined Amended and Restated Distribution Plan (“Plan”) has been adopted by each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the “Trust”), with respect to one or more series of the Trust as listed in Schedule B to this Plan (each a “Fund”), pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (“1940 Act”), and relates to the classes of shares of beneficial interest (“Shares”) specified in Schedule B (each a “Class”).  This Plan represents the combination, amendment and restatement of the existing distribution plans adopted under Rule 12b-1 under the 1940 Act by each Trust with respect to the Classes of Shares specified in Schedule B.

Section 2.Each Fund may incur with respect to a Class, expenses at the annual rate listed under the column “Distribution Fee” on Schedule B, subject to the limitations imposed, from time to time, by applicable rules of the National Association of Securities Dealers, Inc. (“NASD”) on each Fund and its distributor (“Distributor”).

Section 3.Amounts set forth under the column “Distribution Fee” on Schedule B may be used to finance any activity that is primarily intended to result in the sale of the Shares, including, but not limited to, (i) the development, formulation and implementation of marketing and promotional activities, including direct mail promotions and television, radio, magazine, newspaper, electronic and media advertising; (ii) the preparation, printing and distribution of prospectuses, statements of additional information and reports and any supplements thereto (other than prospectuses, statements of additional information and reports and any supplements thereto used for regulatory purposes or distributed to existing shareholders of each Fund); (iii) the preparation, printing and distribution of sales literature; (iv) expenditures for sales or distribution support services, including in-house telemarketing support services and expenses; (v) preparation of information, analyses and opinions with respect to marketing and promotional activities; (vi) commissions, incentive compensation, finders fees or other compensation paid to, and expenses of employees of the Distributor, brokers, dealers and other financial institutions that are attributable to any distribution and/or sales support activities, including interest expenses and other costs associated with financing of such commissions, compensation, fees, and expenses; (vii) travel, equipment, printing, delivery and mailing costs, overhead and other office expenses of the Distributor attributable to any distribution and/or sales support activities; (viii) the costs of administering this Plan; (ix) expenses of organizing and conducting sales seminars; and (x) any other costs and expenses relating to any distribution and/or sales support activities relating to the sale of Shares.  To the extent that amounts paid hereunder are not used specifically to reimburse the Distributor for any such cost or expense, such amounts may be treated as compensation for the Distributor’s distribution-related services.  All amounts expended pursuant to the Plan shall be paid to the Distributor and are the legal obligation of the applicable Fund and not of the Distributor.

Section 4.This Plan shall not take effect until it has been approved, together with any related agreements, by votes of the majority of both (a) the Board of Trustees of the Trust with respect to each Fund and (b) those trustees of the Trust who are not “interested persons” of each Fund (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (“Non-Interested Trustees”), cast in person at a meeting called, among other things, for the purpose of voting on this Plan or such agreements.

Section 5.Unless sooner terminated pursuant to Section 7 of this Plan, this Plan shall continue in effect for a period of one year from the date it takes effect and thereafter shall continue in effect so long as such continuance is specifically approved at least annually in the manner provided in Section 4 of this Plan.

Section 6.The Distributor shall provide to the Board of Trustees and the Board of Trustees shall review, at least quarterly, a written report of the amounts expended in accordance with the Plan and the purposes for which such expenditures were made.

Section 7.This Plan may be terminated at any time with respect to any Class by vote of a majority of the Non-Interested Trustees, or by the “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of such Class.

Section 8.Any agreement related to this Plan shall be made in writing and shall provide:

(a)that, with respect to any Fund or Class, such agreement may be terminated at any time, without payment of any penalty, by the vote of a majority of the Non-Interested Trustees or by the “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of such Fund or Class, on not more than sixty (60) days’ written notice to any other party to the agreement; and

(b)that such agreement shall terminate automatically in the event of its “assignment” (as defined in the 1940 Act).

Section 9.This Plan may not be amended with respect to any Class of any Fund to increase materially the amount of distribution expenses provided for in the column “Distribution Fee” on Schedule B hereto unless such amendment is approved by a “vote of a majority of the outstanding voting securities” (as defined in the 1940 Act) of such Class, and no material amendment to the Plan shall be made unless approved in the manner provided for in Section 4 of this Plan.

Adopted:  August 19, 2004

SCHEDULE A

JPMORGAN FUNDS

COMBINED AMENDED AND RESTATED DISTRIBUTION PLAN

(Effective August 19, 2004)

Name of the Trust

Name of Entity	State and Form of Organization
J.P. Morgan Fleming Mutual Fund Group, Inc.*	Maryland corporation
J.P. Morgan Institutional Funds*	Massachusetts business trust
J.P. Morgan Mutual Fund Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Investment Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Series**	Massachusetts business trust
J.P. Morgan Mutual Fund Trust*	Massachusetts business trust
J.P. Morgan Series Trust*	Massachusetts business trust
Undiscovered Managers Funds	Massachusetts business trust

*

On August 19, 2004, the Boards of Trustees of these Trusts approved the reorganization and redomiciliation of the Funds included in those Trusts with and into corresponding series of J.P. Morgan Mutual Fund Series, subject in each case to the approval of each reorganization and redomiciliation transaction on a Fund-by-Fund basis by the shareholders of the affected Funds at a shareholder meeting to be held January 20, 2005 (“Shell Reorganization”).  To the extent that all of the Funds in a Trust approve the Shell Reorganization, this Plan shall not be effective, or shall cease to be effective, with respect to that Trust.

**

On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Series approved the redomiciliation of J.P. Morgan Mutual Fund Series as a Delaware statutory trust to be known as JPMorgan Trust I, subject to the approval of the redomiciliation transaction by shareholders of J.P. Morgan Mutual Fund Series at a shareholder meeting to be held January 20, 2005 (“Redomiciliation”).  If the Redomiciliation is approved by shareholders, this Plan shall continue in effect with respect to each remaining Fund that is a series of J.P. Morgan Mutual Fund Series following the Redomiciliation for the remaining term of this Plan and JPMorgan Trust I shall succeed to the rights and obligations of J.P. Morgan Mutual Fund Series under this Plan effective as of the close of business on the Closing Date with respect to the Redomiciliation.

A-1

SCHEDULE B

JPMORGAN FUNDS

COMBINED AMENDED AND RESTATED DISTRIBUTION PLAN

(Effective August 19, 2004)

Money Market Funds

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan 100% U.S. Treasury Securities Money Market Fund	JPMorgan 100% U.S. Treasury Securities Money Market Fund	Morgan	0.10	%
		Reserve	0.25	%
JPMorgan California Tax Free Money Market Fund	JPMorgan California Municipal Money Market Fund	Morgan	0.10	%
JPMorgan Federal Money Market Fund	JPMorgan Federal Money Market Fund	Morgan	0.10	%
		Reserve	0.25	%
JPMorgan Liquid Assets Money Market Fund(1)	JPMorgan Liquid Assets Money Market Fund	Morgan	0.10	%
JPMorgan New York Tax Free Money Market Fund	JPMorgan New York Municipal Market Fund	Morgan	0.10	%
		Reserve	0.25	%
JPMorgan Prime Money Market Fund	JPMorgan Prime Money Market Fund	Morgan	0.10	%(2)
		Reserve	0.25	%
		Cash Management	0.50	%
JPMorgan Tax Free Money Market Fund	JPMorgan Tax Free Money Market Fund	Morgan	0.10	%
		Reserve	0.25	%
JPMorgan Treasury Plus Money Market Fund(3)	JPMorgan Treasury Plus Money Market Fund	Morgan	0.10	%
		Reserve	0.25	%

(1)Shareholders of the JPMorgan Liquid Assets Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Prime Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Liquid Assets Money Market Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(2)Morgan Class shareholders of the JPMorgan Prime Money Market Fund will be asked to approve the 0.10% fee to be charged pursuant to this Distribution Plan at a shareholder meeting to be held January 20, 2005.  This 0.10% fee with respect to the Morgan Class shares of the JPMorgan Prime Money Market Fund shall not be effective until the later of (1) the date that the requisite shareholder approval under the Investment Company Act of 1940 is obtained or (2) February 19, 2005.

(3)Shareholders of the JPMorgan Treasury Plus Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group U.S. Treasury Securities Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Treasury Plus Money Market Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-1

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan U.S. Government Money Market Fund(4)	JPMorgan U.S. Government Money Market Fund	Morgan	0.10	%

Equity Funds

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Capital Growth Fund	JPMorgan Capital Growth Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Disciplined Equity Fund	JPMorgan Disciplined Equity Fund	Class A	0.25	%
JPMorgan Diversified Fund	JPMorgan Diversified Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Dynamic Small Cap Fund	JPMorgan Dynamic Small Cap Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Equity Growth Fund(5)	JPMorgan Equity Growth Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%

(4)Shareholders of the JPMorgan U.S. Government Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Government Money Market Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(5)Shareholders of the JPMorgan Equity Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Large Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Growth Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-2

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Equity Income Fund(6)	JPMorgan Equity Income Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Fleming Asia Equity Fund	JPMorgan Asia Equity Fund	Class A	0.25	%
JPMorgan Fleming Emerging Markets Equity Fund	JPMorgan Emerging Markets Equity Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Fleming International Equity Fund	JPMorgan International Equity Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Fleming International Growth Fund	JPMorgan International Growth Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Fleming International Opportunities Fund	JPMorgan International Opportunities Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Fleming International Small Cap Equity Fund	JPMorgan International Small Cap Equity Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Fleming International Value Fund	JPMorgan International Value Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Fleming Intrepid European Fund	JPMorgan Intrepid European Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Fleming Japan Fund	JPMorgan Japan Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Fleming Tax Aware International Opportunities Fund	JPMorgan Tax Aware International Opportunities Fund	Class A

(6)Shareholders of the JPMorgan Equity Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Equity Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Income Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-3

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Global 50 Fund(7)	JPMorgan Global 50 Fund	Class A	0.25	%
JPMorgan Global Healthcare Fund	JPMorgan Global Healthcare Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Growth and Income Fund	JPMorgan Growth & Income Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Intrepid America Fund	JPMorgan Intrepid America Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Intrepid Growth Fund	JPMorgan Intrepid Growth Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Intrepid Investor Fund	JPMorgan Intrepid Contrarian Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Intrepid Value Fund	JPMorgan Intrepid Value Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Market Neutral Fund	JPMorgan Market Neutral Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Mid Cap Equity Fund	JPMorgan Mid Cap Equity Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Mid Cap Growth Fund	JPMorgan Mid Cap Growth Fund	Class A	0.25	%
		Class B	0.75	%
JPMorgan Mid Cap Value Fund	JPMorgan Mid Cap Value Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%

(7)Shareholders of the JPMorgan Global 50 Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Fleming International Opportunities Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Global 50 Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-4

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Small Cap Equity Fund	JPMorgan Small Cap Equity Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Small Cap Growth Fund(8)	JPMorgan Small Cap Growth Fund	Class A	0.25	%
JPMorgan Tax Aware U.S. Equity Fund	JPMorgan Tax Aware U.S. Equity Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan U.S. Equity Fund	JPMorgan U.S. Equity Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
UM Small Cap Growth Fund	Undiscovered Managers Small Cap Growth Fund	Class A	0.25	%
Undiscovered Managers Behavioral Growth Fund	Undiscovered Managers Behavioral Growth Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
		Investor	0.35	%
Undiscovered Managers Behavioral Value Fund	Undiscovered Managers Behavioral Value Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
Undiscovered Managers REIT Fund	Undiscovered Managers REIT Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%

(8)Shareholders of the JPMorgan Small Cap Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Small Cap Growth Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-5

Fixed Income Funds

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Bond Fund	JPMorgan Bond Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Bond Fund II(9)	JPMorgan Bond Fund II	Class A	0.25	%
		Class B	0.75	%
JPMorgan California Bond Fund	JPMorgan California Tax Free Bond Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Enhanced Income Fund	JPMorgan Enhanced Income Fund	Class A	0.25	%
JPMorgan Global Strategic Income Fund	JPMorgan Global Strategic Income Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
		Class M	0.50	%
JPMorgan Intermediate Tax Free Income Fund	JPMorgan Intermediate Tax Free Income Fund(10)	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan New Jersey Tax Free Income Fund	JPMorgan New Jersey Tax Free Bond Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%

(9)Shareholders of the JPMorgan Bond Fund II will be asked to approve the reorganization of that Fund with and into the One Group Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Bond Fund II will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(10)On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Select Trust approved, on behalf of the JPMorgan Intermediate Tax Free Income Fund, a proposed reorganization pursuant to which the One Group Intermediate Tax-Free Bond Fund will merge with and into JPMorgan Intermediate Tax Free Income Fund if approval of the acquired fund’s shareholders is obtained. If shareholder approval of the proposed reorganization is not obtained, effective February 19, 2005, the name of the JPMorgan Intermediate Tax Free Income Fund will remain unchanged.  If shareholder approval of the proposed reorganization is obtained, upon the closing of that reorganization, which is expected to occur or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree, the JPMorgan Intermediate Tax Free Income Fund will assume the name “JPMorgan Intermediate Tax Free Bond Fund.”

B-6

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan New York Intermediate Tax Free Income Fund	JPMorgan New York Tax Free Bond Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Short Term Bond Fund	JPMorgan Short Term Bond Fund	Class A	0.25	%
JPMorgan Short Term Bond Fund II	JPMorgan Short Term Bond Fund II	Class A	0.25	%
		Class M	0.35	%
JPMorgan Strategic Income Fund(11)	JPMorgan Strategic Income Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
		Class M	0.50	%
JPMorgan Tax Aware Enhanced Income Fund	JPMorgan Tax Aware Enhanced Income Fund	Class A	0.25	%
JPMorgan Tax Aware Real Income Fund	JPMorgan Tax Aware Real Income Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%
JPMorgan Tax Free Income Fund(12)	JPMorgan Tax Free Income Fund	Class A	0.25	%
		Class B	0.75	%
		Class C	0.75	%

(11)Shareholders of the JPMorgan Strategic Income Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Global Strategic Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Strategic Income Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(12)Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Tax-Free Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Tax Free Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-7

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Distribution Fee (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan U.S. Treasury Income Fund(13)	JPMorgan U.S. Treasury Income Fund	Class A	0.25	%
		Class B	0.75	%

(13)Shareholders of the JPMorgan U.S. Treasury Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Treasury Income Fund will no longer be part of this Distribution Plan effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

B-8

EX-99.10D

Exhibit 99.10d

JPMORGAN FUNDS

FORM OF COMBINED AMENDED AND RESTATED
RULE 18f-3 MULTI-CLASS PLAN

I.              Introduction

Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), the following sets forth the method for allocating fees and expenses among each class of shares of the underlying investment funds of the investment companies listed on Exhibit A (each a “Company”) that issues multiple classes of shares (the “Multi-Class Funds”). In addition, this Combined Amended and Restated Rule 18f-3 Multi-Class Plan (the “Plan”) sets forth the shareholder servicing arrangements, distribution arrangements, conversion features, exchange privileges, other shareholder services, voting rights, dividends, and per share net asset value of each class of shares in the Multi-Class Funds. The Multi-Class Funds covered by this Plan are listed on Exhibit B.

Each Company is an open-end, management investment company registered under the 1940 Act, the shares of which are registered on Form N-1A under the Securities Act of 1933. Upon the effective date of this Plan, each Company hereby elects to offer multiple classes of shares in the Multi-Class Funds pursuant to the provisions of Rule 18f-3 and this Plan. Each Multi-Class Fund is authorized to issue multiple classes of shares representing interests in the same underlying portfolio of assets of the respective Fund, as described below.  This Plan constitutes the combination, amendment and restatement of the Rule 18f-3 Multi-Class Plan previously adopted by each Company.

II.            Allocation of Expenses

Pursuant to Rule 18f-3 under the 1940 Act, each Company shall allocate to each class of shares in a Multi-Class Fund (i) any fees and expenses incurred by the Company in connection with the distribution of such class of shares under a distribution plan adopted for such class of shares pursuant to Rule 12b-1, and (ii) any fees and expenses incurred by the Company under a shareholder servicing agreement in connection with the provision of shareholder services to the holders of such class of shares.  Each class may, at the Board’s discretion, also pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of the Fund’s assets, if these expenses are actually incurred in a different amount by that class, or if the class receives services of a different kind or to a different degree than other classes.  In addition, pursuant to Rule 18f-3, each Company may, at the Board’s discretion, allocate the following fees and expenses to a particular class of shares in a single Multi-Class Fund:

1.transfer agent fees identified by the transfer agent as being attributable to such class of shares;

2.printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, reports and proxies to current shareholders of such class of shares or to regulatory agencies with respect to such class of shares;

3.blue sky fees incurred by such class of shares;

4.Securities and Exchange Commission registration fees incurred by such class of shares;

5.the expense of administrative personnel and services (including, but not limited to, those of a fund accountant or dividend paying agent charged with calculating net asset values

1

or determining or paying dividends) as required to support the shareholders of such class of shares;

6.litigation or other legal expenses relating solely to such class of shares;

7.Trustees fees incurred as result of issues relating to such class of shares; and

8.independent accountants’ fees relating solely to such class of shares.

All other expenses will be allocated to each class on the basis of the net assets of that class in relation to the net assets of the Fund.  However, money market funds operating in reliance on Rule 2a-7, and other Funds making daily distributions of their net investment income, may allocate such other expenses to each share regardless of class, or based on the relative net assets.  The Adviser, Distributor, Administrator and any other provider of services to the Multi-Class Funds may waive or reimburse the expenses of a particular class or classes.

Income, realized and unrealized capital gains and losses, and any expenses of a Multi-Class Fund not allocated to a particular class of such Multi-Class Fund pursuant to this Plan shall be allocated to each class of the Multi-Class Fund on the basis of the net asset value of that class in relation to the net asset value of the Multi-Class Fund.

The initial determination of the class expenses that will be allocated by each Company to a particular class of shares and any subsequent changes thereto will be reviewed by the Board of Trustees and approved by a vote of the Trustees of each Company, including a majority of the Trustees who are not interested persons of each Company. The Trustees will monitor conflicts of interest among the classes and agree to take any action necessary to eliminate conflicts.

Class Arrangements.

The following charts summarize the front-end sales charges, contingent deferred sales charges, Rule 12b-1 distribution fees, shareholder servicing fees, conversion features, exchange privileges and other shareholder services applicable to each class of shares of the Multi-Class Funds. Each Multi-Class Fund shall offer such class or classes of shares as the Board of Trustees of each Company shall determine from time to time. Additional details regarding such fees and services are set forth in each Fund’s current Prospectus and Statement of Additional Information.

2

Variable NAV Funds

	Class A	Class B	Class C	Select Class	Institutional Class	Ultra Class	M Class	Investor Class*
Initial Sales Load	EQUITY: Up to 5.25% of offering price(1) FIXED INCOME (ex-short term) : Up to 4.50% of offering priceSHORT TERM: Up to 3.00% of offering price	None	None	None	None	None	Up to 3.50% of offering price	None
Contingent Deferred Sales Charge (CDSC)	Generally, none.  On purchases over $1 million where the front-end load has been waived, a 0.50% (short-term funds) or 1.00% (long-term funds) CDSC is charged if shares are redeemed within 12 months of purchase.(2)	EQUITY AND FIXED INCOME (ex-short term): 5.00% in the first year, declining to 1.00% in the sixth year and eliminated thereafter.SHORT TERM: 3.00% in the first year, declining to 1.00% in the fourth year and eliminated thereafter.(3)	1.00% in the first year and eliminated thereafter.	None	None	None	None	None
Rule 12b-1 Distribution Fees	0.25% per annum of average daily net assets.	0.75% per annum of average daily net assets.	0.75% per annum of average daily net assets.	None	None	None	0.35% per annum of average daily net assets of Short Term Bond Fund II and 0.50% per annum of average daily net assets of Strategic Income and Global Strategic Income Funds.	None
Shareholder Servicing Fees	Up to 0.25% per annum of average daily net assets.	Up to 0.25% per annum of average daily net assets.	Up to 0.25% per annum of average daily net assets.	Up to 0.25% per annum of average daily net assets.	Up to 0.10% per annum of average daily net assets.	None(4)	Up to 0.25% per annum of average daily net assets.	Up to 0.35% per annum of average daily net assets.
Conversion Features	None	Convert to Class A shares on the first business day of the month following the eighth anniversary of the original purchase (EQUITY and FIXED INCOME) or sixth anniversary of original purchase (SHORT TERM), based on relative net asset values of the two classes.(5)  Shares acquired by the reinvestment of dividends and distributions are included in the conversion.	None	None	None	None	None	None

*Closed to new investors.

(1)Effective February 19, 2005.  Through February 18, 2005, purchases of all Class A shares of the JPMorgan Funds are subject to an initial sales load of up to 5.75%.

(2)Short-term funds are indicated on Exhibit B with a ^ (“Short-Term Funds”).  The information in the table regarding the Class A CDSC is effective February 19, 2005.

(3)This contingent deferred sales charge is not charged on some short-term bond funds, as indicated in the prospectuses for such Funds.

(4)Effective February 19, 2005.  Through February 18, 2005, Ultra Class shares are subject to a Shareholder Servicing Fee of 0.05% of the average daily net assets attributable to Ultra Class shares.

(5)Effective February 19, 2005.  Through February 18, 2005, all conversions occur on the first business day of the month following the eighth anniversary of the original purchase.

3

	Class A	Class B	Class C	Select Class	Institutional Class	Ultra Class	M Class	Investor Class*
Exchange Privileges(6)	May exchange for (i) other Class A shares, (ii) Morgan Class shares of a money market fund, or (iii) Select Class shares of the same Fund, subject to eligibility requirements. (7)	May exchange for other Class B shares.	May exchange for other Class C shares.	May exchange for (i) other Select Class shares, [(ii) Class A shares of the same Fund, subject to eligibility requirements and any applicable initial sales load, or (iii) Premier Class shares of a money market fund.](8)	May exchange for other Institutional Class shares.	May exchange for other Ultra Class shares.	None	None

(6)Subject to restrictions, rights and conditions set forth in the prospectuses and statements of additional information, each class of shares may be exchanged for shares of same class of any other Multi-Class Fund.  [Exchanges between Class A shares and Select Class shares are only permitted for former One Group shareholder accounts that were open on February 18, 2005.]

(7)Effective February 19, 2005.  Through February 18, 2005, Class A shares may only be exchanged for Class A shares of other JPMorgan Funds.

(8)Effective February 19, 2005.  Through February 18, 2005, Select Class shares may only be exchanged for Select Class shares of other JPMorgan Funds.

4

Money Market Funds

	Morgan Class	Reserve Class	Class B	Class C	Select Class	Institutional Class	Premier Class	Agency Class	Cash Management Class
Initial Sales Load	None	None	None	None	None	None	None	None	None
Contingent Deferred Sales Charge (CDSC)	None	None	5.00% in the first year, declining to 1.00% in the sixth year and eliminated thereafter.	1.00% in the first year and eliminated thereafter.	None	None	None	None	None
Rule 12b-1 Distribution Fees	0.10% per annum of average daily net assets.(9)	0.25% per annum of average daily net assets.	0.75% per annum of average daily net assets.	0.75% per annum of average daily net assets.	None	None	None	None	0.50% per annum of average daily net assets.
Shareholder Servicing Fees	Up to 0.35% per annum of average daily net assets.	Up to 0.30% per annum of average daily net assets.(10)	Up to 0.25% per annum of average daily net assets.	Up to 0.25% per annum of average daily net assets.	Up to 0.25% per annum of average daily net assets.	Up to 0.10% per annum of average daily net assets.	Up to 0.30% per annum of average daily net assets.(11)	Up to 0.15% per annum of average daily net assets.(12)	Up to 0.30% per annum of average daily net assets.(13)
Conversion Features	None	None	Convert to Morgan Class shares on the first business day of the month following the eighth anniversary of the original purchase, based on relative net asset values of the two classes.  Shares acquired by the reinvestment of dividends and distributions are included in the conversion.	None	None	None	None	None	None
Exchange Privileges(14)	May exchange for (i) other Morgan Class shares or (ii) Class A shares of a non-money market fund, subject to eligibility requirements and any applicable initial sales load, or [(iii) Premier Class shares of the same Fund, subject to eligibility requirements].	May exchange for other Reserve Class shares.	May exchange for other Class B shares.	May exchange for other Class C shares.	May exchange for other Select Class shares.	May exchange for other Institutional Class shares.	May exchange for (i) other Premier Class shares, [(ii) Morgan Class shares of the same Fund, subject to eligibility requirements, or (iii) Select Class shares of a non-money market fund].	May exchange for other Agency Class shares.	May exchange for other Cash Management Class shares.

(9)Morgan Class shareholders of the JPMorgan Prime Money Market Fund will be asked to approve the 0.10% fee to be charged pursuant to this Plan at a shareholder meeting to be held January 20, 2005.  This 0.10% fee with respect to the Morgan Class shares of the JPMorgan Prime Money Market Fund shall not be effective until the later of (1) the date that the requisite shareholder approval under the Investment Company Act of 1940 is obtained or (2) February 19, 2005.  Through February 18, 2005, no Rule 12b-1 fee will be charged with respect to the Morgan Class shares of JPMorgan Prime Money Market Fund.

(10)Effective February 19, 2005.  Through February 18, 2005, Reserve Class shares are subject to a Shareholder Servicing Fee of up to 0.25% of the average daily net assets attributable to Reserve Class shares.

(11)Effective February 19, 2005.  Through February 18, 2005, Premier Class shares are subject to a Shareholder Servicing Fee of up to 0.25% of the average daily net assets attributable to Premier Class shares.

(12)Effective February 19, 2005.  Through February 18, 2005, Agency Class shares are subject to a Shareholder Servicing Fee of up to 0.10% of the average daily net assets attributable to Agency Class shares.

(13)Effective February 19, 2005.  Through February 18, 2005, Cash Management Class shares are subject to a Shareholder Servicing Fee of up to 0.25% of the average daily net assets attributable to Cash Management Class shares.

(14)Subject to restrictions, rights and conditions set forth in the prospectuses and statements of additional information, each class of shares may be exchanged for shares of same class of any other Multi-Class Fund.  [Exchanges between Morgan Class shares and Premier Class shares are only permitted for former One Group shareholder accounts that were open on February 18, 2005.]

5

Other Shareholder Services.

For each Class of a Multi-Class Fund, other shareholder services may be offered as provided in the Prospectus. The Funds’ shareholder servicing agent may subcontract with other parties for the provision of various sub-accounting, processing, communication and sub-administrative services.

Conversions.

All Class B shares of the Multi-Class Funds shall convert automatically to Class A (Morgan Class shares for money market funds) shares in the ninth year (seventh year for Short-Term Funds effective February 19, 2005) after the date of purchase, together with the pro rata portion of all Class B shares representing dividends and other distributions paid in additional Class B shares. The conversion will be effected at the relative net asset values per share of the two classes on the first business day of the month following the eighth (sixth for Short-Term Funds effective February 19, 2005) anniversary of the original purchase.

After conversion, the converted shares will be subject to an asset-based sales charge and/or service fee (as those terms are defined in Rule 2830 of the National Association of Securities Dealers, Inc. Conduct Rules), if any, that in the aggregate are equal to or lower than the asset-based sales charge and service fee to which they were subject prior to that conversion. In no event will a class of shares have a conversion feature that automatically would convert shares of such class into shares of a class with a distribution arrangement that could be viewed as less favorable to the shareholder from the point of view of overall cost.

The implementation of the conversion feature is subject to the continuing availability of a ruling of the Internal Revenue Service, or of an opinion of counsel or tax advisor, stating that the conversion of one class of shares to another does not constitute a taxable event under federal income tax law. The conversion feature may be suspended if such a ruling or opinion is not available.

If a Multi-Class Fund implements any amendment to a Distribution Plan (or, if presented to shareholders, adopts or implements any amendment of a Distribution Plan) that the Board of Trustees determines would materially increase the charges that may be borne by the Class A shareholders under such plan, the Class B shares will stop converting to the Class A shares until the Class B shares, voting separately, approve the amendment or adoption. The Board of Trustees shall have sole discretion in determining whether such amendment or adoption is to be submitted to a vote of the Class B shareholders. Should such amendment or adoption not be submitted to a vote of the Class B shareholders or, if submitted, should the Class B shareholders fail to approve such amendment or adoption, the Board of Trustees shall take such action as is necessary to: (1) create a new class (the “New Class A Shares”) which shall be identical in all material respects to the Class A shares as they existed prior to the implementation of the amendment or adoption and (2) ensure that the existing Class B shares will be exchanged or converted into New Class A Shares no later than the date such Class B hares were scheduled to convert to Class A shares. If deemed advisable by the Board of Trustees to implement the foregoing, and at the sole discretion of the Board of Trustees, such action may include the exchange of all Class B shares for a new class (the “New Class B Shares”), identical in all respects to the Class B shares except that the New Class B Shares will automatically convert into the New Class A Shares. Such exchanges or conversions shall be effected in a manner that the Board of Trustees reasonably believes will not be subject to federal taxation.

If a Multi-Class Fund implements any amendment to a Distribution Plan that the Board of Trustees determines would materially increase the charges that may be borne by the Morgan Class shareholders under such plan, the Class B shares will stop converting to the Morgan Class shares until the Class B

6

shares, voting separately, approve the amendment or adoption. The Board of Trustees shall have sole discretion in determining whether such amendment or adoption is to be submitted to a vote of the Class B shareholders. Should such amendment or adoption not be submitted to a vote of the Class B shareholders or, if submitted, should the Class B shareholders fail to approve such amendment or adoption, the Board of Trustees shall take such action as is necessary to: (1) create a new class (the “New Morgan Class Shares”) which shall be identical in all material respects to the Morgan Class shares as they existed prior to the implementation of the amendment or adoption and (2) ensure that the existing Class B shares will be exchanged or converted into New Morgan Class Shares no later than the date such Class B hares were scheduled to convert to Morgan Class shares. If deemed advisable by the Board of Trustees to implement the foregoing, and at the sole discretion of the Board of Trustees, such action may include the exchange of all Class B shares for a new class (the “New Class B Shares”), identical in all respects to the Class B shares except that the New Class B Shares will automatically convert into the New Morgan Class Shares. Such exchanges or conversions shall be effected in a manner that the Board of Trustees reasonably believes will not be subject to federal taxation.

Redemption Fees

Shareholders generally may redeem their shares without sales charge on any Business Day.  Exceptions to this general rule applicable to deferred sales charges on Class B and Class C shares, and certain Class A shares are detailed above.  In addition, shares of each class of the Funds indicated with an asterisk (*) in the attached Exhibit B purchased after February 18, 2005 and held for less than 60 days are redeemable (or exchangeable) at a price equal to 98% of the Fund’s then-current NAV per share, less any applicable contingent deferred sales charge.  This 2% discount, referred to in the Funds’ prospectuses and the Statements of Additional Information as a redemption fee, directly affects the amount a shareholder who is subject to the discount receives upon redemption or exchange. The redemption fee is paid to the Funds and is designed to offset the brokerage commissions, capital gains impact, and other costs associated with fluctuations in fund assets levels and cash flow caused by short-term shareholder trading.

The redemption fee does not apply to shares purchased through reinvested distributions (dividends and capital gains), or mutual fund wrap fee programs, or shares redeemed as part of a termination of certain corporate retirement plans or redemptions of a corporate retirement plan’s entire share position with the Fund, shares redeemed by balance forward funds or shares redeemed on a systematic basis, including shares redeemed as a result of required minimum distributions under certain corporate retirement plans or IRAs or as part of a rebalancing program or shares redeemed as part of a bona fide asset allocation program; provided, that the redemption fee may be charged in the event that the distributor determines that such programs are being used as a market timing strategy.  Redemptions made by affiliated funds of funds relying on Section 12(d)(1)(G) of the 1940 Act qualify under this exception.  The redemption fee also does not apply to shares redeemed to collect a sub-minimum account fee or shares redeemed in liquidation of an account that fails to maintain the minimum account balance.  The redemption fee will not apply to Class A shares received in connection with the conversion of Class B shares.  The Funds do not require a redemption fee if the amount of such fee would be less than $50.  Financial Advisors or Intermediaries may have a lower minimum or no minimum for charging redemption fees.  In addition to the foregoing, the redemption fee does not apply to such other shares as provided in the Funds’ registration statement.

All redemption orders are effected at the net asset value per share next determined as reduced by any applicable CDSC.

In determining whether a particular redemption is subject to a redemption fee, it is assumed that the redemption is first of shares acquired pursuant to reinvestment of dividends and capital gain distributions

7

followed by other shares held by the shareholder for the longest period of time.  This method should result in the lowest possible sales charge.

Dividends

Shareholders automatically receive all income dividends and capital gain distributions in additional shares of the same class at the net asset value next determined following the record date, unless the shareholder has elected to take such payment in cash.

Class B shares received as dividends and capital gains distributions at the net asset value next determined following the record date shall be held in separate Class B Shares sub-accounts.

In the absence of waivers, the amount of dividends payable on some classes will be more than the dividends payable on other classes of shares because of the distribution expenses and/or service fees charged to the various classes of shares.

Board Review.

The Board of Trustees of each Company shall review this Plan as frequently as it deems necessary. Prior to any material amendment(s) to this Plan, the Board of Trustees, including a majority of the Trustees that are not interested persons of a Company, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating class and/or fund expenses), is in the best interest of each class of shares of a Multi-Class Fund individually and the Fund as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Trustees shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

In making its determination to approve this Plan, the Trustees have focused on, among other things, the relationship between or among the classes and has examined potential conflicts of interest among classes regarding the allocation of fees, services, waivers and reimbursements of expenses, and voting rights. The Board has evaluated the level of services provided to each class and the cost of those services to ensure that the services are appropriate and the allocation of expenses is reasonable. In approving any subsequent amendments to this Plan, the Board shall focus on and evaluate such factors as well as any others deemed necessary by the Board.

Adopted effective:  August 19, 2004

8

EXHIBIT A

Investment Companies Adopting this Combined Rule 18f-3 Multi-Class Plan

(as of August 19, 2004)

Name of the Trust

Name of Entity	State and Form of Organization
J.P. Morgan Fleming Mutual Fund Group, Inc.*	Maryland corporation
J.P. Morgan Funds	Massachusetts business trust
J.P. Morgan Institutional Funds*	Massachusetts business trust
J.P. Morgan Mutual Fund Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Investment Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Series**	Massachusetts business trust
J.P. Morgan Mutual Fund Trust*	Massachusetts business trust
J.P. Morgan Series Trust*	Massachusetts business trust
Undiscovered Managers Funds	Massachusetts business trust
UM Investment Trust	Massachusetts business trust

*

On August 19, 2004, the Boards of Trustees of these Trusts approved the reorganization and redomiciliation of the Funds included in those Trusts with and into corresponding series of J.P. Morgan Mutual Fund Series, subject in each case to the approval of each reorganization and redomiciliation transaction on a Fund-by-Fund basis by the shareholders of the affected Funds at a shareholder meeting to be held January 20, 2005 (“Shell Reorganization”).  To the extent that all of the Funds in a Trust approve the Shell Reorganization, this Plan shall not be effective, or shall cease to be effective, with respect to that Trust.

**

On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Series approved the redomiciliation of J.P. Morgan Mutual Fund Series as a Delaware statutory trust to be known as JPMorgan Trust I, subject to the approval of the redomiciliation transaction by shareholders of J.P. Morgan Mutual Fund Series at a shareholder meeting to be held January 20, 2005 (“Redomiciliation”).  If the Redomiciliation is approved by shareholders, this Plan shall continue in effect with respect to each remaining Fund that is a series of J.P. Morgan Mutual Fund Series following the Redomiciliation for the remaining term of this Plan and JPMorgan Trust I shall succeed to the rights and obligations of J.P. Morgan Mutual Fund Series under this Plan effective as of the close of business on the Closing Date with respect to the Redomiciliation.

9

EXHIBIT B

Multi-Class Funds Covered under Combined Rule 18f-3 Multi-Class Plan

(as of August 19, 2004)

New classes are indicated in bold face.

Variable NAV Funds

	Class A	Class B	Class C	Select Class	Institutional Class	Ultra Class	M Class	Investor Class
JPMorgan Bond Fund	X	X	X	X	X	X
JPMorgan Bond Fund II	X	X		X
JPMorgan California Bond Fund	X	X	X	X	X
JPMorgan Capital Growth Fund	X	X	X	X
JPMorgan Disciplined Equity Fund	X			X	X	X
JPMorgan Diversified Fund	X	X	X	X	X
JPMorgan Dynamic Small Cap Fund	X	X	X	X
JPMorgan Enhanced Income Fund	X			X	X
JPMorgan Equity Growth Fund	X	X	X	X
JPMorgan Equity Income Fund	X	X	X	X
JPMorgan Fleming Asia Equity Fund*	X			X	X
JPMorgan Fleming Emerging Markets Debt Fund*				X
JPMorgan Fleming Emerging Markets Equity Fund*	X	X		X	X
JPMorgan Fleming International Equity Fund*	X	X	X	X	X	X
JPMorgan Fleming International Growth Fund*	X	X
JPMorgan Fleming International Opportunities Fund*	X	X		X	X
JPMorgan Fleming International Small Cap Equity Fund*	X	X		X	X
JPMorgan Fleming International Value Fund*	X	X		X	X
JPMorgan Fleming Intrepid European Fund*	X	X	X	X	X
JPMorgan Fleming Japan Fund*	X	X
JPMorgan Fleming Tax Aware International Opportunities Fund*	X				X
JPMorgan Global 50 Fund*	X			X
JPMorgan Global Healthcare Fund*	X	X	X	X
JPMorgan Global Strategic Income Fund*	X	X	X	X	X		X
JPMorgan Growth and Income Fund	X	X	X	X
JPMorgan Intermediate Tax Free Income Fund	X	X	X	X	X
JPMorgan Intrepid America Fund	X	X	X	X
JPMorgan Intrepid Growth Fund	X	X	X	X
JPMorgan Intrepid Investor Fund	X	X	X	X
JPMorgan Intrepid Value Fund	X	X	X	X
JPMorgan Market Neutral Fund	X	X			X
JPMorgan Mid Cap Equity Fund	X	X		X
JPMorgan Mid Cap Growth Fund	X	X
JPMorgan Mid Cap Value Fund	X	X	X	X	X
JPMorgan New Jersey Tax Free Income Fund	X	X	X	X
JPMorgan New York Intermediate Tax Free Income Fund	X	X	X	X	X
JPMorgan Select Growth and Income Fund					X
JPMorgan Short Term Bond Fund^	X			X	X

10

	Class A	Class B	Class C	Select Class	Institutional Class	Ultra Class	M Class	Investor Class
JPMorgan Short Term Bond Fund II^	X			X			X
JPMorgan Small Cap Equity Fund	X	X	X	X
JPMorgan Small Cap Growth Fund	X			X	X
JPMorgan Strategic Income Fund	X	X	X				X
JPMorgan Tax Aware Disciplined Equity Fund					X
JPMorgan Tax Aware Enhanced Income Fund^	X			X	X
JPMorgan Tax Aware Large Cap Growth Fund				X
JPMorgan Tax Aware Large Cap Value Fund				X
JPMorgan Tax Aware Real Income Fund	X	X	X		X
JPMorgan Tax Aware Short-Intermediate Income Fund				X	X
JPMorgan Tax Aware U.S. Equity Fund	X	X	X	X	X
JPMorgan Tax Free Income Fund	X	X	X	X
JPMorgan Trust Small Cap Equity Fund				X
JPMorgan U.S. Equity Fund	X	X	X	X	X	X
JPMorgan U.S. Small Company Fund				X	X
JPMorgan U.S. Small Company Opportunities Fund				X
JPMorgan U.S. Treasury Income Fund	X	X		X
UM Multi-Strategy Fund					X
UM Small Cap Growth Fund	X				X
Undiscovered Managers Behavioral Growth Fund	X	X	X		X			X
Undiscovered Managers Behavioral Value Fund	X	X	X		X
Undiscovered Managers REIT Fund	X	X	X		X

Money Market Funds

	Capital Class	Institutional Class	Agency Class	Premier Class	Morgan Class	Reserve Class	Class B	Class C	Select Class	Cash Management Class
JPMorgan 100% U.S. Treasury Securities Money Market Fund	X	X	X	X	X	X
JPMorgan California Tax Free Money Market Fund					X
JPMorgan Federal Money Market Fund		X	X	X	X	X
JPMorgan Liquid Assets Money Market Fund		X	X	X	X
JPMorgan New York Tax Free Money Market Fund					X	X
JPMorgan Prime Money Market Fund	X	X	X	X	X	X	X	X	X	X
JPMorgan Tax Free Money Market Fund		X	X	X	X	X
JPMorgan Treasury Plus Money Market Fund		X	X	X	X	X
JPMorgan U.S. Government Money Market Fund		X	X	X	X

11

EX-11

Exhibit 99.12(a)

Opinion and consent of Dechert LLP regarding legality of issuance of shares and other matters.

BOSTON

BRUSSELS

CHARLOTTE

FRANKFURT

HARRISBURG

HARTFORD

LONDON

LUXEMBOURG

MUNICH

NEW YORK

NEWPORT BEACH

PALO ALTO

PARIS

PHILADELPHIA

PRINCETON

SAN FRANCISCO

WASHINGTON

Form of Opinion

February [18], 2005

Board of Trustees

One Group Treasury Only Money Market Fund

One Group Mutual Funds

1111 Polaris Parkway

Columbus, Ohio 43271

Board of Trustees

JPMorgan 100% U.S. Treasury Securities Money Market Fund

J.P. Morgan Mutual Fund Trust

552 Fifth Avenue

New York, New York 10036

Dear Ladies and Gentlemen:

You have requested our opinion regarding certain federal income tax consequences to One Group Treasury Only Money Market Fund (the “Target”), a separate series of One Group Mutual Funds, a Massachusetts business trust (the “Target Trust”), to the holders of the shares of beneficial interest (the “shares”) of the Target (the “Target Shareholders”), and to the JPMorgan 100% U.S. Treasury Securities Money Market Fund (the “Acquiring Fund”), a separate series of J.P. Morgan Mutual Fund Trust, a Massachusetts business trust (the “Acquiring Trust”), in connection with the proposed transfer of substantially all of the properties of Target to Acquiring Fund in exchange solely for voting shares of beneficial interest of Acquiring Fund (the “Acquiring Fund Shares”) and the assumption of Target’s liabilities by Acquiring Fund, followed by the distribution of such Acquiring Fund Shares received by Target in complete liquidation and termination of Target (the “Reorganization”), all pursuant to the Plan of Reorganization (the “Plan”) approved by Target Trust on August 12, 2004 and by Acquiring Trust on August 19, 2004, executed by Target Trust on behalf of Target and by Acquiring Trust on behalf of Acquiring Fund.

Law Offices of Dechert LLP

30 Rockefeller Plaza • New York, NY 10112-2200 • Tel: 212.698.3500 • Fax: 212.698.3599 • www.dechert.com

For purposes of this opinion, we have examined and rely upon (1) the Plan, (2) the Form N-14 filed by Acquiring Fund with the Securities and Exchange Commission,  (3) the facts and representations contained in the letter dated on or about the date hereof addressed to us from Acquiring Trust on behalf of Acquiring Fund, (4) the facts and representations contained in the letter dated on or about the date hereof addressed to us from Target Trust on behalf of Target, and (5) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.

This opinion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), United States Treasury regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof.  This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan and the Form N-14 referred to above.

Based upon the foregoing, it is our opinion that:

1.The acquisition by Acquiring Fund of substantially all of the properties of Target in exchange solely for Acquiring Fund Shares followed by the distribution of Acquiring Fund Shares to the Target Shareholders in exchange for their Target shares in complete liquidation and termination of Target will constitute a reorganization within the meaning of section 368(a) of the Code.  Target and Acquiring Fund will each be “a party to a reorganization” within the meaning of section 368(b) of the Code.

2.Target will not recognize gain or loss upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption of Target’s liabilities by Acquiring Fund except to the extent that Target’s assets consist of contracts described in section 1256(b) of the Code (“Section 1256 Contracts”); Target will be required to recognize gain or loss on the transfer of any such Section 1256 contracts to Acquiring Fund pursuant to the Reorganization as if such Section 1256 contracts were sold to Acquiring Fund on the effective date of the Reorganization at their fair market value.  Target will not recognize gain or loss upon the distribution in liquidation to its shareholders of the Acquiring Fund Shares received by Target in the Reorganization.  We do not express any opinion as to whether any accrued market discount will be required to be recognized as ordinary income.

3.Acquiring Fund will recognize no gain or loss upon receiving the properties of Target in exchange solely for Acquiring Fund Shares and the assumption of Target’s liabilities by Acquiring Fund.

4.The aggregated adjusted basis to Acquiring Fund of the properties of Target received by Acquiring Fund in the Reorganization will be the same as the aggregate

2

adjusted basis of those properties in the hands of Target immediately before the exchange.

5.Acquiring Fund’s holding periods with respect to the properties of Target that Acquiring Fund acquires in the transaction will include the respective periods for which those properties were held by Target (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).

6.The Target Shareholders will recognize no gain or loss upon receiving Acquiring Fund Shares solely in exchange for Target shares.

7.The aggregate basis of the Acquiring Fund Shares received by a Target Shareholder in the transaction will be the same as the aggregate basis of Target shares surrendered by the Target Shareholder in exchange therefor.

8.A Target Shareholder’s holding period for the Acquiring Fund Shares received by the Target Shareholder in the transaction will include the holding period during which the Target Shareholder held Target shares surrendered in exchange therefor, provided that the Target Shareholder held such shares as a capital asset on the date of Reorganization

9.The Acquiring Fund will succeed to, and take into account (subject to the conditions and limitations specified in sections 381, 382, 383 and 384 of the Code) the items of Target described in section 381(c) of the Code.

We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan.

Very truly yours,

3

EX-12

Exhibit (12)

Form of opinion of Dechert LLP regarding tax matters.

BOSTON

BRUSSELS

CHARLOTTE

FRANKFURT

HARRISBURG

HARTFORD

LONDON

LUXEMBOURG

MUNICH

NEW YORK

NEWPORT BEACH

PALO ALTO

PARIS

PHILADELPHIA

PRINCETON

SAN FRANCISCO

WASHINGTON

Form of Opinion

February [18], 2005

Board of Trustees

One Group Institutional Prime Money Market Fund

One Group Mutual Funds

1111 Polaris Parkway

Columbus, Ohio 43271

Board of Trustees

JPMorgan Prime Money Market Fund

J.P. Morgan Mutual Fund Trust

552 Fifth Avenue

New York, New York 10036

Dear Ladies and Gentlemen:

You have requested our opinion regarding certain federal income tax consequences to One Group Institutional Prime Money Market Fund (the “Target”), a separate series of One Group Mutual Funds, a Massachusetts business trust (the “Target Trust”), to the holders of the shares of beneficial interest (the “shares”) of the Target (the “Target Shareholders”), and to the JPMorgan Prime Money Market Fund (the “Acquiring Fund”), a separate series of J.P. Morgan Mutual Fund Trust, a Massachusetts business trust (the “Acquiring Trust”), in connection with the proposed transfer of substantially all of the properties of Target to Acquiring Fund in exchange solely for voting shares of beneficial interest of Acquiring Fund (the “Acquiring Fund Shares”) and the assumption of Target’s liabilities by Acquiring Fund, followed by the distribution of such Acquiring Fund Shares received by Target in complete liquidation and termination of Target (the “Reorganization”), all pursuant to the Plan of Reorganization (the “Plan”) approved by Target Trust on August 12, 2004 and by Acquiring Trust on August 19, 2004, executed by Target Trust on behalf of Target and by Acquiring Trust on behalf of Acquiring Fund.

Law Offices of Dechert LLP

30 Rockefeller Plaza • New York, NY 10112-2200 • Tel: 212.698.3500 • Fax: 212.698.3599 • www.dechert.com

For purposes of this opinion, we have examined and rely upon (1) the Plan, (2) the Form N-14 filed by Acquiring Fund with the Securities and Exchange Commission,  (3) the facts and representations contained in the letter dated on or about the date hereof addressed to us from Acquiring Trust on behalf of Acquiring Fund, (4) the facts and representations contained in the letter dated on or about the date hereof addressed to us from Target Trust on behalf of Target, and (5) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion.

This opinion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), United States Treasury regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof.  This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan and the Form N-14 referred to above.

Based upon the foregoing, it is our opinion that:

1.             The acquisition by Acquiring Fund of substantially all of the properties of Target in exchange solely for Acquiring Fund Shares followed by the distribution of Acquiring Fund Shares to the Target Shareholders in exchange for their Target shares in complete liquidation and termination of Target will constitute a reorganization within the meaning of section 368(a) of the Code.  Target and Acquiring Fund will each be “a party to a reorganization” within the meaning of section 368(b) of the Code.

2.             Target will not recognize gain or loss upon the transfer of substantially all of its assets to Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption of Target’s liabilities by Acquiring Fund except to the extent that Target’s assets consist of contracts described in section 1256(b) of the Code (“Section 1256 Contracts”); Target will be required to recognize gain or loss on the transfer of any such Section 1256 contracts to Acquiring Fund pursuant to the Reorganization as if such Section 1256 contracts were sold to Acquiring Fund on the effective date of the Reorganization at their fair market value.  Target will not recognize gain or loss upon the distribution in liquidation to its shareholders of the Acquiring Fund Shares received by Target in the Reorganization.  We do not express any opinion as to whether any accrued market discount will be required to be recognized as ordinary income.

3.             Acquiring Fund will recognize no gain or loss upon receiving the properties of Target in exchange solely for Acquiring Fund Shares and the assumption of Target’s liabilities by Acquiring Fund.

4.             The aggregated adjusted basis to Acquiring Fund of the properties of Target received by Acquiring Fund in the Reorganization will be the same as the aggregate

2

adjusted basis of those properties in the hands of Target immediately before the exchange.

5.             Acquiring Fund’s holding periods with respect to the properties of Target that Acquiring Fund acquires in the transaction will include the respective periods for which those properties were held by Target (except where investment activities of Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).

6.             The Target Shareholders will recognize no gain or loss upon receiving Acquiring Fund Shares solely in exchange for Target shares.

7.             The aggregate basis of the Acquiring Fund Shares received by a Target Shareholder in the transaction will be the same as the aggregate basis of Target shares surrendered by the Target Shareholder in exchange therefor.

8.             A Target Shareholder’s holding period for the Acquiring Fund Shares received by the Target Shareholder in the transaction will include the holding period during which the Target Shareholder held Target shares surrendered in exchange therefor, provided that the Target Shareholder held such shares as a capital asset on the date of Reorganization

9.             The Acquiring Fund will succeed to, and take into account (subject to the conditions and limitations specified in sections 381, 382, 383 and 384 of the Code) the items of Target described in section 381(c) of the Code.

We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan.

Very truly yours,

3

EX-99.11

Exhibit 99.11

Dechert LLP
1775 I Street, N.W.

Washington, D.C.  20006

September 29, 2004

Board of Trustees

J.P. Morgan Mutual Fund Trust

522 Fifth Avenue

New York, New York 10036

Re:J.P. Morgan Mutual Fund Trust, on behalf of its series JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund

Dear Ladies and Gentlemen:

We have acted as special counsel to J.P. Morgan Mutual Fund Trust, a Massachusetts business trust (the “Trust”), and we have a general familiarity with the Trust’s business operations, practices and procedures.  You have asked for our opinion regarding the issuance of shares of beneficial interest by the Trust in connection with the acquisition by:

1.JPMorgan 100% U.S. Treasury Securities Money Market Fund, a series of the Trust, of the assets of One Group Treasury Only Money Market Fund, a series of One Group Mutual Funds, a Massachusetts business trust; and

2.JPMorgan Prime Money Market Fund, a series of the Trust, of the assets of One Group Institutional Prime Money Market Fund, a series One Group Mutual Funds, a Massachusetts business trust,

all of which shares have been registered on a Form N-14 Registration Statement (the “Registration Statement”) filed by the Trust with the U.S. Securities and Exchange Commission on September 29, 2004.

We have examined originals or certified copies, or copies otherwise identified to our satisfaction as being true copies, of various corporate records of the Trust and such other instruments, documents and records as we have deemed necessary in order to render this opinion.  We have assumed the genuineness of all signatures, the authenticity of all documents examined by us and the correctness of all statements of fact contained in those documents.

On the basis of, and subject to, the foregoing, it is our opinion that the shares of beneficial interest of the Trust registered under the Securities Act of 1933, as amended, in the Registration Statement, when issued in accordance with the terms described in the Registration Statement and the Agreement and Plan of Reorganization included therein, will be duly and validly issued and outstanding, fully paid and non-assessable by the Trust.

We hereby consent to use of this opinion as an exhibit to the Registration Statement and to all references to our firm therein.

Very truly yours,

/s/ Dechert LLP

EX-99.13G

Exhibit 99.13g

FORM OF
ADMINISTRATION AGREEMENT

AGREEMENT dated as of the 19^th dayof August, 2004 by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each referred to herein as the “Trust”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Administrative Services, Inc. (“Administrator”), a Delaware corporation having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240.  This Agreement shall be effective February 19, 2005.

WHEREAS, the Trust isan open-end, management investment company registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust desires to retain the Administrator to furnish administrative services to each series of the Trust, all as now or hereafter may be identified on Schedule B hereto as such Schedule may be amended from time to time (“Funds”); and

WHEREAS, on August 19, 2004, the Boards of Trustees of certain of the Trusts listed on Schedule A approved the reorganization of certain Funds with and into series of other registered investment companies or other Funds, subject in each case to the approval of each reorganization transaction by the shareholders of the acquired Fund at a shareholder meeting to be held January 20, 2005 (each a “Merger”); and

WHEREAS, on August 19, 2004, the Boards of Trustees of certain of the Trusts listed on Schedule A approved the reorganization of the Funds included in those Trusts with and into corresponding series of J.P. Morgan Mutual Fund Series, subject in each case to the approval of each reorganization and redomiciliation transaction on a Fund-by-Fund basis by the shareholders of the affected Funds at a shareholder meeting to be held January 20, 2005 (each a “Shell Reorganization”); and

WHEREAS, on August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Series approved the redomiciliation of J.P. Morgan Mutual Fund Series as a Delaware statutory trust to be known as JPMorgan Trust I, subject to the approval of the redomiciliation transaction by shareholders of J.P. Morgan Mutual Fund Series at a shareholder meeting to be held January 20, 2005 (“Redomiciliation”); and

WHEREAS, the Redomiciliation, Shell Reorganization and Merger transactions described above, if approved by shareholders, are expected to close on or about February 18, 2005, or such later date as the parties to each such transaction shall agree (each a “Closing Date”); and

WHEREAS, the parties agree that this Agreement shall not be effective, or shall cease to be effective, with respect to (i) each Fund whose shareholders approve a Merger effective as of the close of business on the Closing Date with respect to each respective Fund, and (ii) each Trust all of whose shareholders in each existing Fund have approved the proposed Shell Reorganization effective as of the close of business on the Closing Date with respect to the last remaining Fund in a Trust; and

WHEREAS, the parties also agree that, if the Redomiciliation is approved by shareholders, this Agreement shall continue in effect with respect to each remaining Fund that is a series of J.P. Morgan Mutual Fund Series following the Redomiciliation for the remaining term of this Agreement and JPMorgan Trust I shall succeed to the rights and obligations of J.P. Morgan Mutual Fund Series under

this Agreement effective as of the close of business on the Closing Date with respect to the Redomiciliation;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, the parties agree as follows:

ARTICLE 1.Retention of the Administrator. The Trust hereby retains the Administrator to act as the administrator of the Funds and to furnish the Funds with the administrative services as set forth in Article 2 below. The Administrator hereby accepts such employment to perform the duties set forth below. The Administrator shall, for all purposes herein, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way and shall not be deemed an agent of the Trust.

ARTICLE 2.Administrative Services. Subject to the direction and control of the Board of Trustees of the Trust (“Trustees”), the Administrator shall perform or supervise the performance by others of administrative services in connection with the operations of the Funds.

Without limiting the generality of the foregoing, the Administrator shall:

a.Provide all necessary office facilities (which may be in the offices of the Administrator or an affiliate), equipment, and personnel for handling the affairs of the Funds;

b.Subject to supervision by counsel to the Trust, prepare amendments to, file, and maintain the Trust’s governing documents, including the Declaration of Trust, the Bylaws, and minutes of meetings of shareholders;

c.Provide individuals reasonably acceptable to the Trust’s Trustees to serve as officers of the Trust, who will be responsible for the management of certain of the Trust’s affairs as determined by the Trust’s Trustees;

d.Prepare agenda and compile board materials for all Trustee meetings and review, file, and maintain minutes of meetings of Trustees;

e.Provide appropriate personnel and prepare appropriate materials for Board of Trustees meetings;

f.Subject to supervision by counsel to the Trust, prepare, review and file the Trust’s Registration Statement (on Form N-1A, Form N-14 or any replacements therefor), periodic supplements to the Registration Statement, proxy materials and other filings with the Commission;

g.Subject to supervision by counsel to the Trust, prepare and file, or supervise the preparation and filing of, Form N-CSR and Form N-Q and provide any sub-certifications which may reasonably be requested by the Trust’s Principal Executive Officer or Principal Financial Officer in connection with the required certification of those filings and coordinate receipt of similar sub-certifications from other service providers that provide information to be included in such filings;

h.Prepare and file, or supervise the preparation and filing of, all necessary Blue Sky filings;

i.Prepare and file, or supervise the preparation and filing of, annual Form N-PX;

2

j.Arrange for and coordinate the layout and printing of prospectuses, statements of additional information, semi-annual and annual reports to shareholders, and proxy materials;

k.Prepare, with the assistance of the Fund’s investment adviser, and sub-adviser, as applicable, communications to shareholders;

l.Coordinate the mailing of prospectuses, notices, proxy statements, proxies, semi-annual and annual reports to shareholders, and other reports to Trust shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;

m.Prepare for and conduct shareholder meetings, if necessary;

n.Assist with the design, development, and operation of Funds for the Trust, including new classes, investment objectives, policies and structure;

o.Prepare semi-annual and annual financial statements;

p.Prepare and file periodic reports to shareholders and the Commission on Form N-SAR or any replacement forms therefor;

q.Prepare and file Notices to the Commission required pursuant to Rule 24f-2 of the 1940 Act;

r.Compile data for, assist the Trust or its designee in the preparation of, and file, all of the Funds’ federal and state tax returns and required tax filings other than those required to be made by the Trust’s custodian and transfer agent;

s.Prepare and distribute year-end shareholder tax information letters and Forms 1099-MISC for trustee fees and vendor payments;

t.Identify and track book-tax differences;

u.Prepare quarterly tax compliance checklist for use by Fund managers;

v.Calculate declaration of income/capital gain distributions in compliance with income/excise tax distribution requirements and ensure that such distributions are not “preferential” under the Internal Revenue Code;

w.Review reports produced by, and the operations and performance of, the various organizations providing services to the Trust or any Fund of the Trust, including, without limitation, the Trust’s investment adviser, custodian, sub-adviser, fund accountant, shareholder servicing agent, transfer agent, outside legal counsel, independent public accountants, and other entities providing services to the Trust, and at the request of the Trustees, report to the Trustees on the performance of such organizations;

x.Prepare, negotiate, and administer contracts on behalf of the Trust with, among others, the Trust’s investment adviser, custodian, fund accountant, shareholder servicing agent, and transfer agent and oversee expense disbursement and any service provider conversions;

3

y.Calculate contractual Trust expenses and control all disbursements for the Trust, and as appropriate compute the Trust’s yields, total return, expense. ratios, portfolio turnover rate and, if required, portfolio average dollar weighted maturity;

z.Prepare annual Trust expense budget and monthly accrual analyses, perform various expense savings analysis and expense benchmarking analysis;

aa.Prepare expense authorizations and review or prepare for management review all invoices for Trust expenses;

bb.Calculate performance data of the Funds for dissemination to information service providers covering the investment company industry;

cc.Review marketing material to verify that Fund information is accurate;

dd.Prepare and file proofs of claims in connection with Class Action notices;

ee.Monitor the Trust’s compliance with the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, so as to enable the Trust to maintain its status as a “regulated investment company;”

ff.Monitor the Trust’s compliance with all applicable federal securities and other regulatory requirements (other than state securities registration and filing requirements);

gg.Monitor the Trust’s compliance with its registration statement;

hh.Obtain and keep in effect fidelity bonds and directors and officers/errors and omissions insurance policies for the Trust in accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as such bonds and policies are approved by the Trust’s Trustees;

ii.Provide information and assistance with inspections by the Commission;

jj.Coordinate annual audit activities, including providing information and assistance with respect to audits conducted by the Trust’s independent auditors;

kk.Compile and summarize weekly Rule 2a-7 money market funds’ analysis for board book presentations; assist management with the administration of the trustees’ deferred compensation plans, if any;

ll.Design, implement and maintain a disaster recovery program for the Trust’s records;

mm.Assist the Trust’s Chief Compliance Officer with issues regarding the Trust’s compliance program (as approved by the Board of Trustees of the Trust in accordance with Rule 38a-1 under the 1940 Act) as reasonably requested;

nn.Administer the implementation and required distribution of the Privacy Policy of the Trust as required under Regulation S-P; and

oo.Perform all administrative services and functions of the Trust and each Fund to the extent administrative services and functions are not provided to the Trust or such Fund pursuant

4

to the Trust’s or such Fund’s investment advisory agreement, custodian agreement, fund accounting agreement, shareholder servicing agreement, and transfer agent agreement.

The Administrator shall perform such other administrative services for the Trust that are mutually agreed upon by the parties from time to time.

ARTICLE 3.          Additional Services; Delegation. The Administrator may provide additional reports and services upon the request of the Trust or a Fund’s investment adviser, which may result in an additional charge, the amount of which shall be agreed upon between the parties. The Administrator may delegate some or all of its responsibilities under this Agreement, as provided in Article 9.

ARTICLE 4.Allocation of Charges and Expenses.

(A)The Administrator. The Administrator shall furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. The Administrator shall also provide the items which it is obligated to provide under this Agreement, and shall pay all compensation, if any, of officers of the Trust as well as all Trustees of the Trust who are officers or employees of the Administrator or any affiliated company of the Administrator; provided, however, that unless otherwise specifically provided, the Administrator shall not be obligated to pay the compensation of any employee of the Trust retained by the Trustees of the Trust to perform services on behalf of the Trust.

(B)The Trust. The Trust assumes and shall pay or cause to be paid all other expenses of the Trust not otherwise allocated herein, including, without limitation, organization costs, taxes, fees and expenses for legal and auditing services, fees and expenses of pricing services, transfer agency fees and expenses, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing shareholders, all expenses incurred in connection with issuing and redeeming shares, the cost of custodial services, the cost of initial and ongoing registration of the shares under Federal and state securities laws, fees and out-of-pocket expenses of Trustees who are not officers or employees of the Administrator, the Distributor, or the Investment Adviser to the Trust or any affiliated company of the Administrator, the Distributor, or the Investment Adviser, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of investment advisers to the Trust.

ARTICLE 5.Compensation of the Administrator.

(A)Administration Fee.  In consideration of the services rendered, the facilities furnished and the expenses assumed by the Administrator pursuant to this Agreement, the Trust shall pay the Administrator compensation at an annual rate specified in Schedule A attached hereto. Such compensation shall be calculated and accrued daily, and paid to the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree. The Trust shall also reimburse the Administrator for its reasonable out-of-pocket expenses, including the travel and lodging expenses incurred by officers and employees of the Administrator in connection with attendance at Trustee meetings. If this Agreement terminates before the last day of a month, the Administrator’s compensation for that part of the month in which this Agreement is in effect shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement.

For the purpose of determining fees payable to the Administrator, the value of net assets of a particular Fund shall be computed in the manner described in the Trust’s Declaration of Trustor in the

5

prospectus or statement of additional information for the computation of the Trust’s net assets in connection with the determination of the net asset value of the Trust’s shares.

(B)Survival of Compensation Rights. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

ARTICLE 6.Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it.

So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder.

The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator.

The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for

6

any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts.

The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

ARTICLE 7.Activities of the Administrator. The services of the Administrator rendered to the Trust are not to be deemed to be exclusive. The Administrator is free to render such services to others and to have other businesses and interests. It is understood that trustees, officers, employees and shareholders of the Trust are or may be or become interested in the Administrator, as officers, employees or otherwise and that partners, officers and employees of the Administrator and its counsel are or may be or become similarly interested in the Trust, and that the Administrator may be or become interested in the Trust as an owner of Trust shares or otherwise.

ARTICLE 8.Term. This Agreement shall become effective February 19, 2005 and, unless sooner terminated as provided herein, shall continue until October 31, 2006. Thereafter, if not terminated, this Agreement shall continue automatically for successive one year terms, provided that such continuance is specifically approved at least annually by the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated without penalty, on not less than 60 days prior written notice, by the Trust’s Board of Trustees or by the Administrator.  The termination of this Agreement with respect to one Fund or Trust shall not result in the termination of this Agreement with respect to any other Fund or Trust.

ARTICLE 9.Assignment. This Agreement shall not be assigned by either party without the written consent of the other party; provided, however, that the Administrator may, at its expense, subcontract with any entity or person concerning the provision of the services contemplated hereunder. The Administrator shall not, however, be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and provided further, that the Administrator shall be responsible, to the extent provided in Article 6 hereof, for all acts of such subcontractor as if such acts were its own. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

ARTICLE 10.Amendments. This Agreement may be amended by the parties hereto only if such amendment is specifically approved (i) by the vote of a majority of the Trustees of the Trust, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party.

For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and the Administrator may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust or then-current prospectuses, or any rule, regulation or requirement of any regulatory body.

ARTICLE 11.Certain Records. The Administrator shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by the Administrator on behalf of the Trust shall be prepared and maintained at the expense of the

7

Administrator, but shall be the property of the Trust and will be made available to or surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by another party, the Administrator shall notify the Trust and follow the Trust’s instructions as to permitting or refusing such inspection; provided that the Administrator may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so.

ARTICLE 12.Definitions of Certain Terms. The terms “interested person” and “affiliated person,” when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Commission.

ARTICLE 13.Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if delivered to the other party at the following address: 1111 Polaris Parkway, Columbus, Ohio 43240, or at such other address as a party may from time to time specify in writing to the other party pursuant to this Section.

ARTICLE 14.Governing Law; Limitation of Liability of the Trustees and Shareholders. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware.  The obligations of the Trust (or particular series or class thereof) entered into in the name or on behalf thereof by any Trustee, representative or agent of the Trust (or particular series or class thereof) are made not individually, but in such capacities, and are not binding upon any Trustee, shareholder, representative or agent of the Trust (or particular series or class thereof) personally, but bind only the assets of the Trust (or particular series or class thereof), and all persons dealing with any series and/or class of shares of the Trust must look solely to the assets of the Trust belonging to such series and/or class for the enforcement of any claims against the Trust (or particular series or class thereof).

The execution and delivery of this Agreement have been authorized by the Trustees, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust (or particular series or class thereof) as provided in the Trust’s charter.

ARTICLE 15.Use of Confidential Information. Notwithstanding anything in this Agreement to the contrary:

The Administrator will keep confidential and will not use or disclose to any other party (including, but not limited to, affiliates of the Administrator) any Customer Information (as defined below), except as authorized in writing by the Trust or as appropriate in connection with performing this Agreement and subject to any conditions set forth elsewhere in the Agreement.

The Administrator will maintain appropriate physical, electronic and procedural safeguards to store, dispose of (if applicable) and secure Customer Information to protect it from unauthorized access, use, disclosure, alteration, loss and destruction. The safeguards used by the Administrator to protect Customer Information will be no less than those used by the Administrator to protect its own confidential information. In addition, the Administrator will comply with any other security safeguards required by this Agreement.

8

The Administrator will control access to Customer Information and, except as required by law or as otherwise may be specifically permitted by this Agreement, permit access only to individuals who need access in connection with performing this Agreement and will cause such individuals to maintain the confidentiality of Customer Information.

Except as necessary to conform to any record retention requirements imposed by this Agreement, the Company will, upon termination of this Agreement or the Trust’s earlier request, return to the Trust all Customer Information or destroy it, as specified by the Trust. The Administrator will provide to the Trust a destruction certificate if so required.

As between the Trust and the Administrator, Customer Information and all applicable intellectual property rights embodied in the Customer Information shall remain the property of the Trust.

The Administrator acknowledges that it has received and reviewed a copy of the Trust’s privacy policy applicable to Customer Information and it agrees that it will not act in a manner that is inconsistent with such policy.

Without limiting the foregoing, the Administrator shall not directly or through an affiliate, disclose any Customer Information, including account numbers, access numbers, or access codes for an account for use in telemarketing, direct mail marketing, or marketing through electronic mail, except as permitted by this Agreement, the Privacy Policy of the Trusts, and as permitted in Section 248.12 of Regulation S-P.

The term “Customer Information” as used in this Article means information, in any form, provided to the Administrator by on or behalf of the Trust that uniquely identifies in any way a current, former or prospective Trust customer. Customer Information includes, but is not limited to, copies of such information or materials derived from such information.

ARTICLE 16.Counterparts. This Agreement may be executed by the parties on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

9

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

	[TRUST]
	By:
	Title:
Accepted by:
	ONE GROUP ADMINISTRATIVE SERVICES, INC.
	By:
	Title:

10

SCHEDULE A

TO THE ADMINISTRATION AGREEMENT

(Effective as of February 19, 2005)

Name of the Trust

Name of Entity	State and Form of Organization
Growth and Income Portfolio*	Massachusetts business trust
J.P. Morgan Fleming Mutual Fund Group, Inc.*	Maryland corporation
J.P. Morgan Funds*	Massachusetts business trust
J.P. Morgan Institutional Funds*	Massachusetts business trust
J.P. Morgan Mutual Fund Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Investment Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Series**	Massachusetts business trust
J.P. Morgan Mutual Fund Trust*	Massachusetts business trust
J.P. Morgan Series Trust*	Massachusetts business trust
Undiscovered Managers Funds	Massachusetts business trust

*On August 19, 2004, the Boards of Trustees of these Trusts approved the reorganization and redomiciliation of the Funds included in those Trusts with and into corresponding series of J.P. Morgan Mutual Fund Series, subject in each case to the approval of each reorganization and redomiciliation transaction on a Fund-by-Fund basis by the shareholders of the affected Funds at a shareholder meeting to be held January 20, 2005 (“Shell Reorganization”).  To the extent that all of the Funds in a Trust approve the Shell Reorganization, this Agreement shall not be effective, or shall cease to be effective, with respect to that Trust.

**On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Series approved the redomiciliation of J.P. Morgan Mutual Fund Series as a Delaware statutory trust to be known as JPMorgan Trust I, subject to the approval of the redomiciliation transaction by shareholders of J.P. Morgan Mutual Fund Series at a shareholder meeting to be held January 20, 2005 (“Redomiciliation”). If the Redomiciliation is approved by shareholders, this Agreement shall continue in effect with respect to each remaining Fund that is a series of J.P. Morgan Mutual Fund Series following the Redomiciliation for the remaining term of this Agreement and JPMorgan Trust I shall succeed to the rights and obligations of J.P. Morgan Mutual Fund Series under this Agreement effective as of the close of business on the Closing Date with respect to the Redomiciliation.

11

SCHEDULE B

TO THE ADMINISTRATION AGREEMENT

(Effective as of February 19, 2005)

Category 1

The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund in Category 1 for administrative services: 0.15% of the first $25 billion of average daily net assets of all Category 1 and Category 4 funds in the JPMorgan Funds Complex(1) plus 0.075% of average daily net assets of all Category 1 and Category 4 funds over $25 billion.

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Bond Fund	JPMorgan Bond Fund
JPMorgan Bond Fund II(2)	JPMorgan Bond Fund II
JPMorgan California Bond Fund	JPMorgan California Tax Free Bond Fund
JPMorgan Capital Growth Fund	JPMorgan Capital Growth Fund
JPMorgan Disciplined Equity Fund	JPMorgan Disciplined Equity Fund
JPMorgan Diversified Fund	JPMorgan Diversified Fund
JPMorgan Dynamic Small Cap Fund	JPMorgan Dynamic Small Cap Fund
JPMorgan Enhanced Income Fund	JPMorgan Enhanced Income Fund
JPMorgan Equity Growth Fund(3)	JPMorgan Equity Growth Fund
JPMorgan Equity Income Fund(4)	JPMorgan Equity Income Fund
JPMorgan Fleming Asia Equity Fund	JPMorgan Asia Equity Fund
JPMorgan Fleming Emerging Markets Debt Fund	JPMorgan Emerging Markets Debt Fund
JPMorgan Fleming Emerging Markets Equity Fund	JPMorgan Emerging Markets Equity Fund
JPMorgan Fleming International Equity Fund	JPMorgan International Equity Fund
JPMorgan Fleming International Growth Fund	JPMorgan International Growth Fund
JPMorgan Fleming International Opportunities Fund	JPMorgan International Opportunities Fund
JPMorgan Fleming International Small Cap Equity Fund	JPMorgan International Small Cap Equity Fund
JPMorgan Fleming International Value Fund	JPMorgan International Value Fund
JPMorgan Fleming Intrepid European Fund	JPMorgan Intrepid European Fund
JPMorgan Fleming Japan Fund	JPMorgan Japan Fund

(1)For purposes of this Agreement, the “JPMorgan Funds Complex” includes all of the Funds subject to this Agreement and all of the series of One Group Mutual Funds, which entered into a separate Administration Agreement with One Group Administrative Services, Inc., dated August 12, 2004.

(2)Shareholders of the JPMorgan Bond Fund II will be asked to approve the reorganization of that Fund with and into the One Group Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Bond Fund II will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(3)Shareholders of the JPMorgan Equity Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Large Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(4)Shareholders of the JPMorgan Equity Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Equity Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

12

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Fleming Tax Aware International Opportunities Fund	JPMorgan Tax Aware International Opportunities Fund
JPMorgan Global 50 Fund(5)	JPMorgan Global 50 Fund
JPMorgan Global Healthcare Fund	JPMorgan Global Healthcare Fund
JPMorgan Global Strategic Income Fund	JPMorgan Global Strategic Income Fund
JPMorgan Intermediate Tax Free Income Fund	JPMorgan Intermediate Tax Free Income Fund(6)
JPMorgan Intrepid America Fund	JPMorgan Intrepid America Fund
JPMorgan Intrepid Growth Fund	JPMorgan Intrepid Growth Fund
JPMorgan Intrepid Investor Fund	JPMorgan Intrepid Contrarian Fund
JPMorgan Intrepid Value Fund	JPMorgan Intrepid Value Fund
JPMorgan Market Neutral Fund	JPMorgan Market Neutral Fund
JPMorgan Mid Cap Equity Fund	JPMorgan Mid Cap Equity Fund
JPMorgan Mid Cap Growth Fund	JPMorgan Mid Cap Growth Fund
JPMorgan Mid Cap Value Fund	JPMorgan Mid Cap Value Fund
JPMorgan New Jersey Tax Free Income Fund	JPMorgan New Jersey Tax Free Bond Fund
JPMorgan New York Intermediate Tax Free Income Fund	JPMorgan New York Tax Free Bond Fund
JPMorgan Short Term Bond Fund	JPMorgan Short Term Bond Fund
JPMorgan Short Term Bond Fund II	JPMorgan Short Term Bond Fund II
JPMorgan Small Cap Equity Fund	JPMorgan Small Cap Equity Fund
JPMorgan Small Cap Growth Fund(7)	JPMorgan Small Cap Growth Fund
JPMorgan Strategic Income Fund(8)	JPMorgan Strategic Income Fund
JPMorgan Tax Aware Disciplined Equity Fund	JPMorgan Tax Aware Disciplined Equity Fund
JPMorgan Tax Aware Enhanced Income Fund	JPMorgan Tax Aware Enhanced Income Fund
JPMorgan Tax Aware Large Cap Growth Fund	JPMorgan Tax Aware Large Cap Growth Fund
JPMorgan Tax Aware Large Cap Value Fund	JPMorgan Tax Aware Large Cap Value Fund

(5)Shareholders of the JPMorgan Global 50 Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Fleming International Opportunities Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Global 50 Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(6)On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Select Trust approved, on behalf of the JPMorgan Intermediate Tax Free Income Fund, a proposed reorganization pursuant to which the One Group Intermediate Tax-Free Bond Fund will merge with and into JPMorgan Intermediate Tax Free Income Fund if approval of the acquired fund’s shareholders is obtained. If shareholder approval of the proposed reorganization is not obtained, effective February 19, 2005, the name of the JPMorgan Intermediate Tax Free Income Fund will remain unchanged.  If shareholder approval of the proposed reorganization is obtained, upon the closing of that reorganization, which is expected to occur or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree, the JPMorgan Intermediate Tax Free Income Fund will assume the name “JPMorgan Intermediate Tax Free Bond Fund.”

(7)Shareholders of the JPMorgan Small Cap Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Small Cap Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(8)Shareholders of the JPMorgan Strategic Income Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Global Strategic Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Strategic Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

13

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Tax Aware Real Income Fund	JPMorgan Tax Aware Real Income Fund
JPMorgan Tax Aware Short-Intermediate Income Fund	JPMorgan Tax Aware Short-Intermediate Income Fund
JPMorgan Tax Aware U.S. Equity Fund	JPMorgan Tax Aware U.S. Equity Fund
JPMorgan Tax Free Income Fund(9)	JPMorgan Tax Free Income Fund
JPMorgan Trust Small Cap Equity Fund	JPMorgan Trust Small Cap Equity Fund
JPMorgan U.S. Equity Fund	JPMorgan U.S. Equity Fund
JPMorgan U.S. Small Company Fund	JPMorgan U.S. Small Company Fund
JPMorgan U.S. Small Company Opportunities Fund(10)	JPMorgan U.S. Small Company Opportunities Fund
JPMorgan U.S. Treasury Income Fund(11)	JPMorgan U.S. Treasury Income Fund
UM Small Cap Growth Fund	Undiscovered Managers Small Cap Growth Fund
Undiscovered Managers Behavioral Growth Fund	Undiscovered Managers Behavioral Growth Fund
Undiscovered Managers Behavioral Value Fund	Undiscovered Managers Behavioral Value Fund
Undiscovered Managers REIT Fund	Undiscovered Managers REIT Fund

Category 2

The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund in Category 2 for administrative services: 0.10% of the Fund’s average daily net assets on the first $500,000,000 in Fund assets; 0.075% of the Fund’s average daily net assets between $500,000,000 and $1,000,000,000 and 0.05% of the Fund’s average daily net assets in excess of $1,000,000,000.

None.

Category 3

The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund in Category 3 for administrative services: 0.10% of the first $100 billion of average daily net assets of all Category 3 funds in the JPMorgan Funds Complex plus 0.05% of average daily net assets over $100 billion.

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan 100% U.S. Treasury Securities Money Market Fund	JPMorgan 100% U.S. Treasury Securities Money Market Fund

(9)Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Tax-Free Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Tax Free Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(10)Shareholders of the JPMorgan U.S. Small Company Opportunities Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Small Cap Opportunities Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(11)Shareholders of the JPMorgan U.S. Treasury Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Treasury Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

14

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan California Tax Free Money Market Fund	JPMorgan California Municipal Money Market Fund
JPMorgan Federal Money Market Fund	JPMorgan Federal Money Market Fund
JPMorgan Liquid Assets Money Market Fund(12)	JPMorgan Liquid Assets Money Market Fund
JPMorgan New York Tax Free Money Market Fund	JPMorgan New York Municipal Market Fund
JPMorgan Prime Money Market Fund	JPMorgan Prime Money Market Fund
JPMorgan Tax Free Money Market Fund	JPMorgan Tax Free Money Market Fund
JPMorgan Treasury Plus Money Market Fund(13)	JPMorgan Treasury Plus Money Market Fund
JPMorgan U.S. Government Money Market Fund(14)	JPMorgan U.S. Government Money Market Fund

Category 4

The Administrator receives a pro-rata portion of the following annual fee on behalf of each Fund for administrative services:  0.10% of the first $25 billion of average daily net assets of all Category 1 and Category 4 funds in the JPMorgan Funds Complex plus 0.025% of average daily net assets of all Category 1 and Category 4 funds over $25 billion.  These Funds are feeders into the Growth and Income Portfolio that has an additional 0.05% administration fee.

Name as of August 19, 2004	New Name as of February 19, 2005
JPMorgan Growth and Income Fund	JPMorgan Growth & Income Fund
JPMorgan Select Growth and Income Fund	JPMorgan Select Growth & Income Fund

Category 5

The Administrator receives a fee of 0.05% of the average daily net assets of all Category 5 Funds.

Name as of August 19, 2004	New Name as of February 19, 2005
Growth and Income Portfolio	Growth and Income Portfolio

(12)Shareholders of the JPMorgan Liquid Assets Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Prime Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Liquid Assets Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(13)Shareholders of the JPMorgan Treasury Plus Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group U.S. Treasury Securities Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Treasury Plus Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(14)Shareholders of the JPMorgan U.S. Government Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Government Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

15

EX-99.13H

Exhibit 99.13h

FORM OF
SHAREHOLDER SERVICING AGREEMENT

THIS AGREEMENT dated as of                           , 2004, by and between each of the entities listed on Schedule A, each of which is a corporation, business trust or statutory trust as indicated on Schedule A (each, a “Trust” and, collectively, the “Trusts”), each having its principal place of business at 522 Fifth Avenue, New York, New York 10036, and One Group Dealer Services, Inc. (“Shareholder Servicing Agent”), a registered broker-dealer incorporated under the laws of the State of Delaware having its principal place of business at 1111 Polaris Parkway, Columbus, Ohio 43240 (“Agreement”).  This Agreement shall be effective February 19, 2005.

W I T N E S S E T H:

WHEREAS, each Trust is an open-end, management investment company registered with the Securities and Exchange Commission (“Commission”) under the Investment Company Act of 1940, as amended (“1940 Act”), except for Undiscovered Managers Investment Trust, which is a closed-end management investment company registered with the Commission under the 1940 Act; and

WHEREAS, each Trust wishes to have the Shareholder Servicing Agent provide certain services for holders or beneficial owners of certain classes of shares (“Shares”) of each series of the Trust, all as now or hereafter may be identified on Schedule B hereto as such Schedule may be amended from time to time (“Funds”) and Shareholder Servicing Agent wishes to act as the Shareholder Servicing Agent; and

WHEREAS, on August 19, 2004, the Boards of Trustees of certain of the Trusts approved the reorganization of certain Funds with and into series of other registered investment companies or other Funds, subject in each case to the approval of each reorganization transaction by the shareholders of the acquired Fund at a shareholder meeting to be held January 20, 2005 (each a “Merger”); and

WHEREAS, on August 19, 2004, the Boards of Trustees of certain of the Trusts approved the reorganization of the Funds included in those Trusts with and into corresponding series of J.P. Morgan Mutual Fund Series, subject in each case to the approval of each reorganization transaction on a Fund-by-Fund basis by the shareholders of the affected Funds at a shareholder meeting to be held January 20, 2005 (each a “Shell Reorganization”); and

WHEREAS, on August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Series approved the redomiciliation of J.P. Morgan Mutual Fund Series as a Delaware statutory trust to be known as JPMorgan Trust I, subject to the approval of the redomiciliation transaction by shareholders of J.P. Morgan Mutual Fund Series at a shareholder meeting to be held January 20, 2005 (“Redomiciliation”); and

WHEREAS, the Merger, Shell Reorganization and Redomiciliation transactions described above, if approved by shareholders, are expected to close on or about February 18, 2005, or such later date as the parties to each such transaction shall agree (each a “Closing Date”); and

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WHEREAS, the parties agree that this Agreement shall not be effective, or shall cease to be effective, with respect to (i) each Fund whose shareholders approve a Merger effective as of the close of business on the Closing Date with respect to each respective Fund, and (ii) each Trust all of whose shareholders in each existing Fund have approved the proposed Shell Reorganization effective as of the close of business on the Closing Date with respect to the last remaining Fund in a Trust; and

WHEREAS, the parties also agree that, if the Redomiciliation is approved by shareholders, this Agreement shall continue in effect with respect to each remaining Fund that is a series of J.P. Morgan Mutual Fund Series following the Redomiciliation for the remaining term of this Agreement, and JPMorgan Trust I and each of its Funds shall succeed to the rights and obligations of J.P. Morgan Mutual Fund Series under this Agreement effective as of the close of business on the Closing Date with respect to the Redomiciliation;

NOW, THEREFORE, the Trust and Shareholder Servicing Agent hereby agree as follows:

1.Appointment.  Shareholder Servicing Agent hereby agrees to perform certain services for holders or beneficial owners of Shares (“Shareholders”) with respect to certain classes of shares of each Fund, as set forth on Schedule B hereto as amended from time to time.

2.Services to be Performed.

2.1.  Shareholder Services and Related Services.  Shareholder Servicing Agent shall provide or cause its agents to provide any combination of the personal shareholder liaison services and account maintenance services (“Shareholder Services”) or related services described in Sections 2.2 and 2.3 of this Agreement.

2.2.  Shareholder Services.  For purposes of this Agreement, Shareholder Services shall include:  (a) answering Shareholder inquiries regarding account status and history, the manner in which purchases and redemptions of the Shares may be effected and certain other matters pertaining to the Trust; (b) providing Shareholder account information through a variety of electronic and non-electronic means; (c) assisting Shareholders in designating and changing dividend options, account designations and addresses; (d) arranging for or assisting Shareholders with respect to the wiring of the funds to and from Shareholder accounts in connection with Shareholder orders to purchase, redeem or exchange Shares; (e) verifying shareholder requests for changes to account information; (f) handling correspondence from Shareholders about their accounts; and (g) providing such other shareholder services as the Trust or a Shareholder may reasonably request, to the extent permitted by applicable law.

2.3.  Other Related Services.  Other related services include:  (a) aggregating and processing purchase and redemption orders for Shares; (b) providing Shareholders with account statements showing their purchases, sales, and positions in the applicable Fund; (c) processing dividend payments for the applicable Fund; (d) providing sub-accounting services to the Trust for Shares held for the benefit of Shareholders; (e) forwarding communications from the Trust to Shareholders, including proxy statements and proxy solicitation materials, shareholder reports, dividend and tax notices, and updated Prospectuses and Statements of Additional Information; (f) receiving, tabulating and transmitting proxies executed by Shareholders; (g) transmitting and

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receiving funds in connection with Shareholder orders to purchase, redeem or exchange shares; (h) developing and maintaining website content; (i) developing, maintaining and enhancing the website to retain state-of-the-art status versus benchmarked sites; and (j) providing support and related services to financial intermediaries in order to facilitate their processing of orders and communications with Shareholders.

2.4.  Subcontracting by Shareholder Servicing Agent.  Shareholder Servicing Agent shall perform any combination of the Shareholder Services and Other Related Services described in Sections 2.2 and 2.3 of this Agreement for Shareholders and may subcontract for the performance of some or all of these services with financial intermediaries: (a) who are record owners of Fund shares; (b) with whom Shareholders have established an account that invests in Shares; or (c) who otherwise provide Shareholder Services and Other Related Services for Shareholders.  Such financial intermediaries may include without limitation any one or more persons, which is an affiliate of Shareholder Servicing Agent.  Unless a Trust otherwise expressly agrees in writing, Shareholder Servicing Agent shall be to the same extent responsible to the Trust for the acts or omissions of any subcontractor or sub-agent as it would be liable to the Trust for its own acts or omissions.

2.5.  Provision of Services.  Shareholder Servicing Agent shall provide such office space and equipment, telephone facilities, and personnel (which may be any part of the space, equipment, and facilities currently used in the Shareholder Servicing Agent’s business, or any personnel employed by the Shareholder Servicing Agent) as may be reasonably necessary or beneficial in order to provide the services specified in Sections 2.2 and 2.3 of this Agreement to Shareholders.  Shareholder Servicing Agent and its officers and employees will, upon request, be available during normal business hours to consult with each Trust, the Board of Trustees of each Trust, or their designees concerning the performance of the Shareholder Servicing Agent’s responsibilities under this Agreement.  In addition, Shareholder Servicing Agent will furnish such information to each Trust, the Board of Trustees of each Trust, or their designees as they may reasonably request concerning the provision of the services specified in Sections 2.2 and 2.3 of this Agreement and will otherwise cooperate with the Trust, the Board of Trustees and their designees (including, without limitation any auditors or counsel designated by the Trust or its board members).

3.  Fees.  As full compensation for the Shareholder Services and Other Related Services described in Sections 2.2 and 2.3 of this Agreement and expenses incurred by the Shareholder Servicing Agent in providing such services, the Trust, with respect to each class of Shares set forth on Schedule B, shall pay the Shareholder Servicing Agent a fee at an annual rate with respect to the daily net asset values of each Fund’s Shares, as set forth on Schedule B to this Agreement.  This fee will be computed daily and will be payable monthly in arrears.

4.  Information Pertaining to the Shares; Etc.  No person is authorized to make any representations concerning the Trusts or any Shares except those representations contained in the applicable Fund’s then-current Prospectuses and Statements of Additional Information and in such printed information as the applicable Trust or the principal underwriter for the Trust may prepare or approve.  Shareholder Servicing Agent further agrees to deliver to Shareholders, upon

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request of the Trust, copies of any amended Prospectuses and Statements of Additional Information or other information prepared for distribution to Shareholders.

During the term of this Agreement, each Trust agrees to furnish Shareholder Servicing Agent all Prospectuses, Statements of Additional Information, proxy statements, proxy solicitation materials, reports to shareholders, and other material the Trust or its agents will distribute to shareholders of each Fund.

5.  Use of Shareholder Service Agent’s Name.  The Trusts shall not use the name of Shareholder Servicing Agent in any Prospectus, sales literature or other material relating to the Trust in a manner not approved by Shareholder Servicing Agent prior thereto in writing; provided, however, that the approval of Shareholder Servicing Agent shall not be required for any use of its name in a manner that merely refers in accurate and factual terms to its appointment hereunder or which is required by the Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided, further, that in no event shall such approval be unreasonably withheld or delayed.

6.  Use of the Trust’s Name.  Shareholder Servicing Agent shall not use the name of the Trust or Fund on any checks, bank drafts, bank statements or forms for other than internal use in a manner not approved by the Trust prior thereto in writing; provided, however, that the approval of the Trust shall not be required for the use of the Trust’s name in connection with communications permitted by Sections 2 and 4 of this Agreement or for any use of the Trust’s name in a manner that merely refers in accurate and factual terms to Shareholder Servicing Agent’s role hereunder or which is required by the Commission or any state securities authority or any other appropriate regulatory, governmental or judicial authority; provided, further, that in no event shall such approval be unreasonably withheld or delayed.

7.  Security.  Shareholder Servicing Agent represents and warrants that the various procedures and systems that (a) it has implemented with regard to safeguarding from loss or damage attributable to fire, theft or any other cause any Trust records and other data and Shareholder Servicing Agent’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and (b) it will make such changes in such procedures and systems that, from time to time, in its judgment are required for the secure performance of its obligations hereunder.  The parties shall review such systems and procedures on a periodic basis, and the Trust shall, from time to time, specify the types of records and other data of the Trust to be safeguarded in accordance with this Section 7.

8.  Compliance with Laws; Etc.  Shareholder Servicing Agent shall comply with all applicable federal and state securities laws and regulations.  Shareholder Servicing Agent represents and warrants to the Trust that the performance of all its obligations hereunder will comply with all applicable securities laws and regulations, the provisions of its charter documents and by laws and all material contractual obligations binding upon Shareholder Servicing Agent.

9.  Liability and Force Majeure.  Shareholder Servicing Agent shall not be liable or responsible for any loss, interruption, delay or error including any loss, interruption, delay or error by reason of circumstances beyond its control (which includes but is not limited to, acts of

4

civil or military authority, national emergencies, labor difficulties, fire, equipment failure, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, terrorism, riots or failure of communication or power supply), provided, that any loss, interruption, delay or error is not caused by the willful misfeasance, bad faith or gross negligence of Shareholder Servicing Agent, its officers, employees or agents in the performance of the Shareholder Servicing Agent’s duties and obligations under this Agreement or from the reckless disregard by the Shareholder Servicing Agent, its officers, employees or agents of the Shareholder Servicing Agent’s duties or obligations under this Agreement.

10.Indemnification.

10.1.  Indemnification of Shareholder Servicing Agent.  Each Trust will indemnify and hold Shareholder Servicing Agent harmless, from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any claim, demand, action or suit (collectively, “Claims”) (a) arising in connection with material misstatements or omissions in the applicable Fund’s Prospectuses, Statements of Additional Information, proxy statements, proxy solicitation materials, reports to shareholders or other materials prepared by the Trust or its agents for distribution to the shareholders of each Fund, actions or inactions by the Trust or any of its agents or contractors or the performance of Shareholder Servicing Agent’s obligations hereunder and (b) not resulting from the willful misfeasance, bad faith, or gross negligence of Shareholder Servicing Agent, its officers, employees or agents, in the performance of Shareholder Servicing Agent’s duties or obligations under this Agreement or from the reckless disregard by Shareholder Servicing Agent, its officers, employees or agents of Shareholder Servicing Agent’s duties and obligations under this Agreement. Notwithstanding anything herein to the contrary, each Trust will indemnify and hold Shareholder Servicing Agent harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any Claim as a result of Shareholder Servicing Agent’s acting in accordance with any written instructions reasonably believed by Shareholder Servicing Agent to have been executed by any person duly authorized by the Trust, or as a result of acting in reliance upon any instrument or stock certificate reasonably believed by Shareholder Servicing Agent to have been genuine and signed, countersigned or executed by a person duly authorized by the Trust.

In any case in which the Trust may be asked to indemnify or hold Shareholder Servicing Agent harmless, the Trust shall be advised of all pertinent facts concerning the situation in question and Shareholder Servicing Agent shall use reasonable care to identify and notify the Trust promptly concerning any situation that presents or appears likely to present a claim for indemnification by the Trust.  The Trust shall have the option to defend Shareholder Servicing Agent against any Claim which may be the subject of indemnification under this Section 10.1.  In the event that the Trust elects to defend against such Claim, the defense shall be conducted by counsel chosen by the Trust and reasonably satisfactory to Shareholder Servicing Agent.  Shareholder Servicing Agent may retain additional counsel at its expense.  Except with the prior written consent of the Trust, Shareholder Servicing Agent shall not confess any Claim or make any compromise in any case in which the Trust will be asked to indemnify Shareholder Servicing Agent.

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10.2.  Indemnification of the Trust.  Without limiting the rights of the Trusts under applicable law, Shareholder Servicing Agent will indemnify and hold each Trust harmless from all losses, claims, damages, liabilities or expenses (including reasonable fees and disbursements of counsel) from any Claim (a) resulting from the willful misfeasance, bad faith or gross negligence of Shareholder Servicing Agent, its officers, employees, or agents, in the performance of Shareholder Servicing Agent’s duties and obligations under this Agreement or from the reckless disregard by Shareholder Servicing Agent, its officers, employees, or agents of Shareholder Servicing Agent’s duties and obligations under this Agreement, and (b) not resulting from Shareholder Servicing Agent’s actions in accordance with written instructions reasonably believed by Shareholder Servicing Agent to have been executed by any person duly authorized by the Trust, or in reliance upon any instrument or stock certificate reasonably believed by Shareholder Servicing Agent to have been genuine and signed, countersigned or executed by a person authorized by the Trust.

In any case in which Shareholder Servicing Agent may be asked to indemnify or hold the Trust harmless, Shareholder Servicing Agent shall be advised of all pertinent facts concerning the situation in question and the Trust shall use reasonable care to identify and notify Shareholder Servicing Agent promptly concerning any situation that presents or appears likely to present a claim for indemnification by Shareholder Servicing Agent.  Shareholder Servicing Agent shall have the option to defend the Trust against any Claim which may be the subject of indemnification under this Section 10.2.  In the event that Shareholder Servicing Agent elects to defend against such Claim, the defense shall be conducted by counsel chosen by Shareholder Servicing Agent and reasonably satisfactory to the Trust.  The Trust may retain additional counsel at its expense.  Except with the prior written consent of Shareholder Servicing Agent, the Trust shall not confess any Claim or make any compromise in any case in which Shareholder Servicing Agent will be asked to indemnify the Trust.

10.3.  Survival of Indemnities.  The indemnities granted by the parties in this Section 10 shall survive the termination of this Agreement.

11.  Insurance.  Each of the parties shall maintain reasonable insurance coverage against any and all liabilities that may arise in connection with the performance of this Agreement.

12.  Further Assurances.  Each party agrees to perform such further acts and execute further documents as are necessary to effectuate the purposes hereof.

13.  Termination.  This Agreement shall become effective February 19, 2005 and, unless sooner terminated as provided herein, shall continue until October 31, 2006. Thereafter, if not terminated, this Agreement shall continue automatically for successive one year terms, provided that such continuance is specifically approved at least annually by the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any such party. This Agreement may be terminated without penalty, on not less than 60 days prior written notice, by the Trust’s Board of Trustees or by the Shareholder Servicing Agent.  The termination of this Agreement with respect to one Fund or Trust shall not result in the termination of this Agreement with respect to any other Fund or Trust.  This Agreement will also terminate automatically in the event of its assignment. (As used in this Agreement, the terms

6

“majority of the outstanding voting securities”, “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.)

14.  Privacy.  Shareholder Servicing Agent acknowledges and agrees on behalf of itself and its directors, officers and employees that it may receive from financial intermediaries or the Funds other information, or access to information, about shareholders of the Funds who are “customers” or “consumers” generally as such terms are defined under Regulation S-P (17 CFR 248.1 - 248.30) (collectively, “Shareholder Information”) including, but not limited to, non-public personal information such as a customer’s name, address, telephone number, account relationships, account numbers, account balances and account histories. All information, including Shareholder Information, obtained pursuant to this Agreement shall be considered confidential information.  Shareholder Servicing Agent shall not disclose such confidential information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, including its use under sections 248.14 and 248.15 of Regulation S-P in the ordinary course of carrying out the purposes of this Agreement.   Shareholder Servicing Agent agrees to:

(a)Limit access to Shareholder Information which is obtained pursuant to this Agreement to employees who have a need to know such Shareholder Information to effect the purposes of this Agreement;

(b)Safeguard and maintain the confidentiality and security of Shareholder Information which is obtained pursuant to this Agreement; and

(c)Use Shareholder Information obtained pursuant to this Agreement only to carry out the purposes for which the Shareholder Information was disclosed and for no other purpose.

Shareholder Servicing Agent shall not, directly or through an affiliate, disclose an account number or similar form of access number or access code for an account for use in telemarketing, direct mail marketing, or marketing through electronic mail, except as permitted in Section 248.12 of Regulation S-P or applicable law.

15.  Non-Exclusivity.  Nothing in this Agreement shall limit or restrict the right of Shareholder Servicing Agent to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

16.  Changes; Amendments.  This Agreement may be amended only by mutual written consent.

17.  Notices.  Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to Shareholder Servicing Agent at 1111 Polaris Parkway, Suite     , Columbus, Ohio 43240, or (2) to the Trust at 1111 Polaris Parkway, Suite         , Columbus, Ohio 43240, or at such other address as either party may designate by notice to the other party.

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18.  Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware.

19.  Execution of Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same Agreement.

20.  The Trusts.  The obligations of the Trust (or particular series or class thereof) entered into in the name or on behalf thereof by any Trustee, representative or agent of the Trust (or particular series or class thereof) are made not individually, but in such capacities, and are not binding upon any Trustee, shareholder, representative or agent of the Trust (or particular series or class thereof) personally, but bind only the assets of the Trust (or particular series or class thereof), and all persons dealing with any series and/or class of shares of the Trust must look solely to the assets of the Trust belonging to such series and/or class for the enforcement of any claims against the Trust (or particular series or class thereof).

The execution and delivery of this Agreement have been authorized by the Trustees, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust (or particular series or class thereof) as provided in the Trust’s organizational documents.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

J.P. Morgan Fleming Mutual Fund Group,
Inc.

J.P. Morgan Funds

J.P. Morgan Institutional Funds

J.P. Morgan Mutual Fund Group

J.P. Morgan Mutual Fund Investment Trust

J.P. Morgan Mutual Fund Select Group

J.P. Morgan Mutual Fund Select Trust

J.P. Morgan Mutual Fund Series

J.P. Morgan Mutual Fund Trust

J.P. Morgan Series Trust

UM Investment Trust

Undiscovered Managers Funds

on behalf of themselves and each of their Funds

By:

Title:

8

Accepted by:

ONE GROUP DEALER SERVICES, INC.

By:

Title:

9

SCHEDULE A

TO THE SHAREHOLDER SERVICING AGREEMENT

(Effective as of February 19, 2005)

Name of the Trust

Name of Entity	State and Form of Organization
J.P. Morgan Fleming Mutual Fund Group, Inc.*	Maryland corporation
J.P. Morgan Funds*	Massachusetts business trust
J.P. Morgan Institutional Funds*	Massachusetts business trust
J.P. Morgan Mutual Fund Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Investment Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Group*	Massachusetts business trust
J.P. Morgan Mutual Fund Select Trust*	Massachusetts business trust
J.P. Morgan Mutual Fund Series**	Massachusetts business trust
J.P. Morgan Mutual Fund Trust*	Massachusetts business trust
J.P. Morgan Series Trust*	Massachusetts business trust
UM Investment Trust
Undiscovered Managers Funds	Massachusetts business trust

*On August 19, 2004, the Boards of Trustees of these Trusts approved the reorganization and redomiciliation of the Funds included in those Trusts with and into corresponding series of J.P. Morgan Mutual Fund Series, subject in each case to the approval of each reorganization and redomiciliation transaction on a Fund-by-Fund basis by the shareholders of the affected Funds at a shareholder meeting to be held January 20, 2005 (“Shell Reorganization”).  To the extent that all of the Funds in a Trust approve the Shell Reorganization, this Agreement shall not be effective, or shall cease to be effective, with respect to that Trust.

**On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Series approved the redomiciliation of J.P. Morgan Mutual Fund Series as a Delaware statutory trust to be known as JPMorgan Trust I, subject to the approval of the redomiciliation transaction by shareholders of J.P. Morgan Mutual Fund Series at a shareholder meeting to be held January 20, 2005 (“Redomiciliation”). If the Redomiciliation is approved by shareholders, this Agreement shall continue in effect with respect to each remaining Fund that is a series of J.P. Morgan Mutual Fund Series following the Redomiciliation for the remaining term of this Agreement and JPMorgan Trust I and each of its Funds shall succeed to the rights and obligations of J.P. Morgan Mutual Fund Series under this Agreement effective as of the close of business on the Closing Date with respect to the Redomiciliation.

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SCHEDULE B

TO THE SHAREHOLDER SERVICING AGREEMENT

(Effective as of February 19, 2005)

Money Market Funds

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan 100% U.S. Treasury Securities Money Market Fund	JPMorgan 100% U.S. Treasury Securities Money Market Fund	Capital Institutional	0.05 0.10	%%
		Agency	0.15	%
		Premier	0.30	%
		Morgan	0.10	%
		Reserve	0.25	%
JPMorgan California Tax Free Money Market Fund	JPMorgan California Municipal Money Market Fund	Morgan	0.10	%
JPMorgan Federal Money Market Fund	JPMorgan Federal Money Market Fund	Institutional	0.10	%
		Agency	0.15	%
		Premier	0.30	%
		Morgan	0.10	%
		Reserve	0.25	%
JPMorgan Liquid Assets Money Market Fund(1)	JPMorgan Liquid Assets Money Market Fund	Institutional Agency	0.10 0.15	%%
		Premier	0.30	%
		Morgan	0.10	%
JPMorgan New York Tax Free Money Market Fund	JPMorgan New York Municipal Market Fund	Morgan Reserve	0.10 0.25	%%
JPMorgan Prime Money Market Fund	JPMorgan Prime Money Market Fund	Capital	0.05	%
		Institutional	0.10	%
		Agency	0.15	%
		Premier	0.30	%
		Morgan	0.10	%
		Reserve	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.30	%
		Cash Management	0.50	%

(1)Shareholders of the JPMorgan Liquid Assets Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Prime Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Liquid Assets Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Tax Free Money Market Fund	JPMorgan Tax Free Money Market Fund	Institutional	0.10	%
		Agency	0.15	%
		Premier	0.30	%
		Morgan	0.10	%
		Reserve	0.25	%
JPMorgan Treasury Plus Money Market Fund(2)	JPMorgan Treasury Plus Money Market Fund	Institutional Agency	0.10 0.15	%%
		Premier	0.30	%
		Morgan	0.10	%
		Reserve	0.25	%
JPMorgan U.S. Government Money Market Fund(3)	JPMorgan U.S. Government Money Market Fund	Institutional Agency	0.10 0.15	%%
		Premier	0.30	%
		Morgan	0.10	%

(2)Shareholders of the JPMorgan Treasury Plus Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group U.S. Treasury Securities Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Treasury Plus Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(3)Shareholders of the JPMorgan U.S. Government Money Market Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Money Market Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Government Money Market Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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Equity Funds

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Capital Growth Fund	JPMorgan Capital Growth Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Disciplined Equity Fund	JPMorgan Disciplined Equity Fund	Class A	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Diversified Fund	JPMorgan Diversified Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Dynamic Small Cap Fund	JPMorgan Dynamic Small Cap Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Equity Growth Fund(4)	JPMorgan Equity Growth Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Equity Income Fund(5)	JPMorgan Equity Income Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Fleming Asia Equity Fund	JPMorgan Asia Equity Fund	Class A	0.25	%
		Select	0.25	%
		Institutional	0.10	%

(4)Shareholders of the JPMorgan Equity Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Large Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(5)Shareholders of the JPMorgan Equity Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Equity Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Equity Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Fleming Emerging Markets Equity Fund	JPMorgan Emerging Markets Equity Fund	Class A Class B	0.25 0.25	%%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Fleming International Equity Fund	JPMorgan International Equity Fund	Class A Class B	0.25 0.25	%%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Fleming International Growth Fund	JPMorgan International Growth Fund	Class A Class B	0.25 0.25	%%
JPMorgan Fleming International Opportunities Fund	JPMorgan International Opportunities Fund	Class A Class B	0.25 0.25	%%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Fleming International Small Cap Equity Fund	JPMorgan International Small Cap Equity Fund	Class A Class B	0.25 0.25	%%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Fleming International Value Fund	JPMorgan International Value Fund	Class A	0.25	%
		Class B	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Fleming Intrepid European Fund	JPMorgan Intrepid European Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Fleming Japan Fund	JPMorgan Japan Fund	Class A	0.25	%
		Class B	0.25	%
JPMorgan Fleming Tax Aware International Opportunities Fund	JPMorgan Tax Aware International Opportunities Fund	Class A Institutional	0.25 0.10	%%

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Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Global 50 Fund(6)	JPMorgan Global 50 Fund	Class A	0.25	%
		Select	0.25	%
JPMorgan Global Healthcare Fund	JPMorgan Global Healthcare Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Growth and Income Fund	JPMorgan Growth & Income Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Intrepid America Fund	JPMorgan Intrepid America Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Intrepid Growth Fund	JPMorgan Intrepid Growth Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Intrepid Investor Fund	JPMorgan Intrepid Contrarian Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Intrepid Value Fund	JPMorgan Intrepid Value Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Market Neutral Fund	JPMorgan Market Neutral Fund	Class A	0.25	%
		Class B	0.25	%
		Institutional	0.10	%
JPMorgan Mid Cap Equity Fund	JPMorgan Mid Cap Equity Fund	Class A	0.25	%
		Class B	0.25	%
		Select	0.25	%

(6)Shareholders of the JPMorgan Global 50 Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Fleming International Opportunities Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Global 50 Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Mid Cap Growth Fund	JPMorgan Mid Cap Growth Fund	Class A	0.25	%
		Class B	0.25	%
JPMorgan Mid Cap Value Fund	JPMorgan Mid Cap Value Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Select Growth and Income Fund	JPMorgan Select Growth & Income Fund	Institutional	0.10	%
JPMorgan Small Cap Equity Fund	JPMorgan Small Cap Equity Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan Small Cap Growth Fund(7)	JPMorgan Small Cap Growth Fund	Class A	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Tax Aware Disciplined Equity Fund	JPMorgan Tax Aware Disciplined Equity Fund	Institutional	0.10	%
JPMorgan Tax Aware Large Cap Growth Fund	JPMorgan Tax Aware Large Cap Growth Fund	Select	0.25	%
JPMorgan Tax Aware Large Cap Value Fund	JPMorgan Tax Aware Large Cap Value Fund	Select	0.25	%
JPMorgan Tax Aware U.S. Equity Fund	JPMorgan Tax Aware U.S. Equity Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Trust Small Cap Equity Fund	JPMorgan Trust Small Cap Equity Fund	Select	0.25	%
JPMorgan U.S. Equity Fund	JPMorgan U.S. Equity Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan U.S. Small Company Fund	JPMorgan U.S. Small Company Fund	Select	0.25	%
		Institutional	0.10	%

(7)Shareholders of the JPMorgan Small Cap Growth Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Small Cap Growth Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan U.S. Small Company Opportunities Fund(8)	JPMorgan U.S. Small Company Opportunities Fund	Select	0.25	%
UM Multi-Strategy Fund	UM Multi-Strategy Fund	Institutional	0.10	%
UM Small Cap Growth Fund	Undiscovered Managers Small Cap Growth Fund	Class A Institutional	0.25 0.10	%%
Undiscovered Managers Behavioral Growth Fund	Undiscovered Managers Behavioral Growth Fund	Class A Class B	0.25 0.25	%%
		Class C	0.25	%
		Institutional	0.10	%
		Investor Class	0.35	%
Undiscovered Managers Behavioral Value Fund	Undiscovered Managers Behavioral Value Fund	Class A Class B	0.25 0.25	%%
		Class C	0.25	%
		Institutional	0.10	%
Undiscovered Managers REIT Fund	Undiscovered Managers REIT Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Institutional	0.10	%

(8)Shareholders of the JPMorgan U.S. Small Company Opportunities Fund will be asked to approve the reorganization of that Fund with and into the One Group Small Cap Growth Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Small Company Opportunities Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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Fixed Income Funds

Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Bond Fund	JPMorgan Bond Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Bond Fund II(9)	JPMorgan Bond Fund II	Class A	0.25	%
		Class B	0.25	%
		Select	0.25	%
JPMorgan California Bond Fund	JPMorgan California Tax Free Bond Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Enhanced Income Fund	JPMorgan Enhanced Income Fund	Class A	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Fleming Emerging Markets Debt Fund	JPMorgan Emerging Markets Debt Fund	Select	0.25	%
JPMorgan Global Strategic Income Fund	JPMorgan Global Strategic Income Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
		Class M	0.50	%

(9)Shareholders of the JPMorgan Bond Fund II will be asked to approve the reorganization of that Fund with and into the One Group Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Bond Fund II will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Intermediate Tax Free Income Fund	JPMorgan Intermediate Tax Free Income Fund(10)	Class A Class B	0.25 0.25	%%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan New Jersey Tax Free Income Fund	JPMorgan New Jersey Tax Free Bond Fund	Class A Class B	0.25 0.25	%%
		Class C	0.25	%
		Select	0.25	%
JPMorgan New York Intermediate Tax Free Income Fund	JPMorgan New York Tax Free Bond Fund	Class A Class B	0.25 0.25	%%
		Class C	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Short Term Bond Fund	JPMorgan Short Term Bond Fund	Class A	0.25	%
		Select	0.25	%
		Institutional	0.10	%
JPMorgan Short Term Bond Fund II	JPMorgan Short Term Bond Fund II	Class A	0.25	%
		Select	0.25	%
		Class M	0.35	%
JPMorgan Strategic Income Fund(11)	JPMorgan Strategic Income Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Class M	0.50	%
JPMorgan Tax Aware Enhanced Income Fund	JPMorgan Tax Aware Enhanced Income Fund	Class A Select	0.25 0.25	%%
		Institutional	0.10	%

(10)On August 19, 2004, the Board of Trustees of J.P. Morgan Mutual Fund Select Trust approved, on behalf of the JPMorgan Intermediate Tax Free Income Fund, a proposed reorganization pursuant to which the One Group Intermediate Tax-Free Bond Fund will merge with and into JPMorgan Intermediate Tax Free Income Fund if approval of the acquired fund’s shareholders is obtained. If shareholder approval of the proposed reorganization is not obtained, effective February 19, 2005, the name of the JPMorgan Intermediate Tax Free Income Fund will remain unchanged.  If shareholder approval of the proposed reorganization is obtained, upon the closing of that reorganization, which is expected to occur or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree, the JPMorgan Intermediate Tax Free Income Fund will assume the name “JPMorgan Intermediate Tax Free Bond Fund.”

(11)Shareholders of the JPMorgan Strategic Income Fund will be asked to approve the reorganization of that Fund with and into the JPMorgan Global Strategic Income Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Strategic Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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Name as of August 19, 2004	New Name as of February 19, 2005	Share Class	Shareholder Servicing Fee * (annual rate expressed as a percentage of the average daily net assets of each Class of Shares)
JPMorgan Tax Aware Real Income Fund	JPMorgan Tax Aware Real Income Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Institutional	0.10	%
JPMorgan Tax Aware Short-Intermediate Income Fund	JPMorgan Tax Aware Short-Intermediate Income Fund	Select Institutional	0.25 0.10	%%
JPMorgan Tax Free Income Fund(12)	JPMorgan Tax Free Income Fund	Class A	0.25	%
		Class B	0.25	%
		Class C	0.25	%
		Select	0.25	%
JPMorgan U.S. Treasury Income Fund(13)	JPMorgan U.S. Treasury Income Fund	Class A	0.25	%
		Class B	0.25	%
		Select	0.25	%

* Up to 0.25% of this fee may be for the Shareholder Services described in Section 2.2 of this Agreement.

(12)Shareholders of the JPMorgan Tax Free Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Tax-Free Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan Tax Free Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

(13)Shareholders of the JPMorgan U.S. Treasury Income Fund will be asked to approve the reorganization of that Fund with and into the One Group Government Bond Fund at a shareholder meeting to be held January 20, 2005.  If shareholders approve the reorganization, the JPMorgan U.S. Treasury Income Fund will no longer be part of this Agreement effective upon the closing of the reorganization, which is expected to occur on or about February 18, 2005 or on such later date as the parties to the reorganization transaction shall agree.

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EX-99.13I

Exhibit 99.13i

FORM OF

TRANSFER AGENCY AGREEMENT

Made as of the        day of                 , 2004

by and between

EACH OF THE ENTITIES LISTED ON EXHIBIT A HERETO

And

BOSTON FINANCIAL DATA SERVICES, INC.

TABLE OF CONTENTS

Exhibit A - Fee Schedule

Exhibit B - Authorized Personnel

Exhibit C - Transfer Agency Services and Systems Features

Exhibit D - Confidentiality Agreement for Auditors

Appendix A

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TRANSFER AGENCY AGREEMENT

THIS AGREEMENT made as of the          day of                   , 2004, by and between each of the entities listed on Appendix A hereto and each being an entity of the type set for on Appendix A and organized under the laws of the state as set forth on such Appendix, each with a principal place of business at 522 5th Ave., New York, NY 10036 and each of which is acting on its own behalf and on behalf of each of the portfolios listed under its name in Appendix A (jointly and severally, such portfolios shall be referred to hereinafter as the “Fund” or “Funds), and BOSTON FINANCIAL DATA SERVICES, INC., a corporation existing under the laws of the Commonwealth of Massachusetts, having its principal place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (“BOSTON FINANCIAL”):

WITNESSETH:

WHEREAS, each Trust (as used hereinafter, the term “Trust” shall refer jointly and severally to the trust entities set forth on Appendix A hereto, and to each Fund listed in Appendix A) is a Massachusetts or Delaware business trust or Maryland corporation registered with the Securities and Exchange Commission as an investment company pursuant to the Investment Company Act of 1940, as amended, which currently consists of the Funds listed under its name on Appendix A; and

WHEREAS, the Trust desires to appoint BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for all shares of each Fund of each Trust (the “Shares”), and BOSTON FINANCIAL desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.DOCUMENTS TO BE FILED WITH APPOINTMENT.

In connection with the appointment of BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Trust, there will be filed with BOSTON FINANCIAL the following documents:

A.A certified copy of the votes of the Board of Trustees of the Trust appointing BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to sign Certificates, if any, and give written instructions and requests on behalf of the Trust;

B.A certified copy of the Declaration of Trust of the Trust and all amendments thereto;

C.A certified copy of the Bylaws of the Trust;

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D.Copies of Registration Statements and amendments thereto, filed with the Securities and Exchange Commission;

E.Specimens of all forms of outstanding Certificates;

F.Specimens of the signatures of the officers of the Trust authorized to sign Certificates and individuals authorized to sign written instructions and requests;

G.An opinion of counsel for the Trust or Corporation, as appropriate, with respect to:

(1)  The Trust’s organization and existence under the laws of its state of organization,

(2)  The status of all Shares, whether unissued or evidenced by Certificates of the Trust, covered by the appointment under the Securities Act of 1933, as amended, (the “‘33 Act”) and any other applicable federal or state statute, and

(3)  That all issued Shares are, and all unissued Shares will be when issued, validly issued, fully paid and non-assessable.

2.CERTAIN REPRESENTATIONS AND WARRANTIES OF BOSTON FINANCIAL.

BOSTON FINANCIAL represents and warrants to the Trust that:

A.It is a corporation duly organized and existing and in good standing under the laws of the Commonwealth of Massachusetts.

B.It is duly qualified to carry on its business in the Commonwealth of Massachusetts.

C.It is empowered under applicable laws and by its Articles of Organization and Bylaws to enter into and perform the services contemplated in this Agreement.

D.It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended, (the “34 Act”) and it will remain so registered for the duration of this Agreement. It will promptly notify the Trust in the event of any material change in its status as a registered transfer agent. Should BOSTON FINANCIAL fail to be registered with the appropriate federal agency as a transfer agent at any time during this Agreement, the Trust may, on written notice to BOSTON FINANCIAL, immediately terminate this Agreement.

E.All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

F.It has and will continue to have and maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

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3.   CERTAIN REPRESENTATIONS AND WARRANTIES OF THE TRUST.

The Trust represents and warrants to BOSTON FINANCIAL that:

A.It is a business trust duly organized and existing and in good standing under the laws of the state of its organization as set forth on Appendix A.

B.It is, and with respect to each entity set forth on Appendix I, an open-end, non-diversified management investment company registered under the Investment Company Act of 940, as amended.

C.A registration statement under the ‘33 Act has been filed and will be effective with respect to all Shares offered for sale.

D.All requisite steps have been and will continue to be taken to register the Shares for sale in all applicable states and such registration will be effective at all times Shares are offered for sale in such state.

E.The Trust is empowered under applicable laws and by its Declaration of Trust and Bylaws to enter into and perform this Agreement.

4.SCOPE OF APPOINTMENT.

A.Subject to the conditions and termination of provisions set forth in this Agreement, the Trust hereby appoints BOSTON FINANCIAL as Transfer Agent and Dividend Disbursing Agent for the Shares and for the Shares of future portfolios of the Trust (Appendix I shall be automatically deemed to be revised to include such future portfolio(s)).

B.BOSTON FINANCIAL hereby accepts such appointment and agrees that it will act as the Trust’s Transfer Agent and Dividend Disbursing Agent. BOSTON FINANCIAL agrees that it will also act as agent in connection with the Trust’s periodic withdrawal payment accounts and other open accounts or similar plans for shareholders, if any.

C.The Trust agrees to use its best efforts to deliver to BOSTON FINANCIAL in Quincy, Massachusetts, as soon as they are available, all of its shareholder account records for any new Fund of the Trust.

D.BOSTON FINANCIAL, utilizing TA2000^TM, a computerized data processing system for securityholder accounting (the “TA2000^TM System”) licensed from BOSTON FINANCIAL’s affiliate, DST Systems, Inc. (“DST”), will perform the following services as transfer and dividend disbursing agent for the Trust, and as agent of the Trust for shareholder accounts thereof, in a timely manner: (i) issuing (including countersigning), transferring and canceling share certificates; (ii) maintaining all shareholder accounts;

5

(iii) providing transaction journals; (iv) once annually preparing shareholder meeting lists for use in connection with the annual meeting and certifying the shareholder votes of the Trust; (v) mailing shareholder reports and prospectuses; (vi) withholding, as required by federal law, taxes on shareholder accounts, disbursing income dividends and capital gains distributions to shareholders, preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all shareholders; (vii) preparing and mailing confirmation forms to shareholders and dealers, as instructed, for all purchases and liquidations of shares of the Trust and other transactions in shareholders’ accounts requiring confirmation under applicable law; (viii) recording reinvestment of dividends and distributions in Shares; (ix) providing or making available on-line daily and monthly reports as both are regularly provided by the TA2000^TM System and as requested by the Trust or its management company; (x) maintaining those records necessary to carry out BOSTON FINANCIAL’s duties hereunder, including all information reasonably required by the Trust to account for all transactions in the Shares, (xi) calculating the appropriate sales charge with respect to each purchase of the Shares as set forth in the prospectus for the Trust, determining the portion of each sales charge payable to the dealer participating in a sale in accordance with schedules delivered to BOSTON FINANCIAL by the Trust’s principal underwriter or distributor (hereinafter “principal underwriter”) from time to time, disbursing dealer commissions collected to such dealers, determining the portion of each sales charge payable to such principal underwriter and disbursing such commissions to the principal underwriter; (xii) receiving correspondence pertaining to any former, existing or new shareholder account, processing such correspondence for proper recordkeeping, and responding promptly to shareholder correspondence; (xiii) mailing to dealers confirmations of wire order trades; mailing copies of shareholder statements to shareholders and dealers in accordance with the Trust’s instructions; (xiv) processing, generally on the date of receipt, purchases or redemptions or instructions to settle any mail or wire order purchases or redemptions received in proper order as set forth in the prospectus, rejecting promptly any requests not received in proper order (as defined by the Trust, the Trust’s agents or prospectus, or the Procedures, as hereinafter defined), and causing exchanges of shares to be executed in accordance with the Trust’s instructions and prospectus, the Procedures and the general exchange privilege applicable; (xv) operating the order desk on behalf of the Trust for the purpose of taking trade orders from broker-dealers and institutions, confirming orders on “T+1” (Trade Date Plus One), monitoring the settlement of such orders and advising the Trust once such orders become delinquent based upon the Trust’s guidelines; and (xvi) monitoring “as of’s” and advising broker-dealers of the necessity to reimburse the Trust when the as of loss from a transaction exceeds the thresholds established by the Trust.

E.At the request of Trust, BOSTON FINANCIAL shall use reasonable efforts to provide the services set forth in Section 4.D. other than through BOSTON FINANCIAL’s usual methods and procedures to utilize the TA2000 System, that is by performing services requiring more manual intervention by BOSTON FINANCIAL, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, or where information is provided to BOSTON FINANCIAL after the commencement of the nightly processing cycle of the TA2000 System, thereby

6

decreasing the effective time for performance by BOSTON FINANCIAL (the “Exception Services”).

F.BOSTON FINANCIAL shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Trust’s instructions, prospectus or application as amended from time to time, for the Trust; provided (i) BOSTON FINANCIAL is advised in advance by the Trust of any changes therein and (ii) the TA2000^TM System and the mode of operations utilized by BOSTON FINANCIAL, as then constituted, supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000^TM System or the operations as requested by the Trust requires an enhancement or modification to the TA2000^TM System or to operations as presently conducted by BOSTON FINANCIAL, BOSTON FINANCIAL shall not be liable therefore until such modification or enhancement is installed on the TA2000^TM System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation measurably increases BOSTON FINANCIAL’s cost of performing the services required hereunder at the current level of service, BOSTON FINANCIAL shall advise the Trust of the amount of such increase and if the Trust elects to utilize such function, feature or service, BOSTON FINANCIAL shall be entitled to increase its fees by the amount of the increase in costs. In no event shall BOSTON FINANCIAL be responsible for or liable to provide any additional function, feature, improvement or change in method of operation requested by the Trust until it has consented thereto in writing.

G.The Trust shall have the right to add all new Funds of the Trust to the TA2000^TM System, provided that the Trust provides BOSTON FINANCIAL with at least thirty (30) days’ prior written notice and provided, further, that the requirements of the new series are generally consistent with services then being provided by BOSTON FINANCIAL under this Agreement. Rates or charges for additional Funds shall be as set forth in Exhibit A, as hereinafter defined, for the remainder of the contract term except as such Fund uses functions, features or characteristics for which BOSTON FINANCIAL has imposed an additional charge as part of its standard pricing schedule. In the latter event, rates and charges shall be in accordance with BOSTON FINANCIAL’s then-standard pricing schedule.

5.LIMIT OF AUTHORITY.

Unless otherwise expressly limited by the resolution of appointment or by subsequent action by the Trust, the appointment of BOSTON FINANCIAL as Transfer Agent will be construed to cover the full amount of authorized stock of the class or classes for which BOSTON FINANCIAL is appointed as the same will, from time to time, be constituted, and any subsequent increases in such authorized amount.

7

In case of such increase the Trust will file with BOSTON FINANCIAL:

A.If the appointment of BOSTON FINANCIAL was theretofore expressly limited, a certified copy of a resolution of the Board of Trustees of the Trust increasing the authority of BOSTON FINANCIAL;

B.A certified copy of the amendment to the Declaration of Trust of the Trust authorizing the increase of stock;

C.A certified copy of the order or consent of each governmental or regulatory authority required by law to consent to the issuance of the increased stock, or an opinion of counsel that the order or consent of no other governmental or regulatory authority is required;

D.Opinion of counsel for the Trust stating:

(1)The status of the additional shares of stock of the Trust under the `33 Act and any other applicable federal or state statute; and

(2)That the additional shares are, or when issued will be, validly issued, fully paid and non-assessable.

6.COMPENSATION AND EXPENSES.

A.In consideration for its services hereunder as Transfer Agent and Dividend Disbursing Agent, the Trust will pay to BOSTON FINANCIAL, from time to time, a reasonable compensation for all services rendered as Agent and, also, all BOSTON FINANCIAL’s reasonable billable expenses, charges, counsel fees, and other disbursements (“Compensation and Expenses”) incurred in connection with the agency. “Expenses” are more fully described in Section 6.B. of this Agreement. Such Compensation and Expenses are set forth in a separate schedule previously agreed to by the Trust and BOSTON FINANCIAL, a copy of which is attached hereto as Exhibit A. If the Trust has not paid such Compensation and Expenses to BOSTON FINANCIAL within a reasonable time, BOSTON FINANCIAL may charge against any monies held under this Agreement, the amount of any Compensation and Expenses for which it shall be entitled to reimbursement under this Agreement.

B.The Trust also agrees promptly to reimburse BOSTON FINANCIAL for all reasonable billable expenses or disbursements incurred by BOSTON FINANCIAL in connection with the performance of services under this Agreement including, but not limited to: expenses for postage; express delivery services; freight charges; envelopes, checks, drafts, forms (continuous or otherwise); specially requested reports and statements; telephone calls; telegraphs; stationery supplies; counsel fees incurred in connection with the review of the legal sufficiency of documentation

8

provided by a shareholder or otherwise as to the advisability of complying with the request or instruction of a shareholder or person purporting to act on behalf of a shareholder; outside printing and mailing firms (including DST Output, Inc. and its affiliates (“DST Output”); magnetic tapes, reels or cartridges (if sent to the Trust or to a third party at the Trust’s request) and magnetic tape handling charges; off-site record storage and media for storage of records (e.g., microfilm, microfiche, optical platters, computer tapes); computer equipment installed at the Trust’s request at the Trust’s or a third party’s premises; telecommunications equipment and telephone/telecommunication lines between the Trust and its agents, on one hand, and BOSTON FINANCIAL on the other; proxy soliciting, processing and/or tabulating costs; second-site backup computer facility; transmission of statement data for remote printing or processing other than by DST Output (at a charge of .035/record); and National Securities Clearing Corporation (“NSCC”) transaction fees to the extent any of the foregoing are paid or incurred by BOSTON FINANCIAL. The Trust agrees to pay postage expenses at least one day in advance if so requested. In addition, any other expenses incurred by BOSTON FINANCIAL at the request or with the consent of the Trust will be promptly reimbursed by the Trust.

C.Amounts due hereunder shall be due and paid on or before the thirtieth (30th) calendar day after receipt of the statement therefor by the Trust (the “Due Date”). The Trust is aware that its failure to pay all amounts in a timely fashion so that they will be received by BOSTON FINANCIAL on or before the Due Date will give rise to costs to BOSTON FINANCIAL not contemplated by this Agreement, including but not limited to carrying, processing and accounting charges. Accordingly, subject to Section 6.D. hereof, in the event that any amounts due hereunder are not received by BOSTON FINANCIAL by the Due Date, the Trust shall pay a late charge equal to the lesser of the maximum amount permitted by applicable law or the product of one and one-half (1 1/2) percentage points per month times the amount overdue, times the number of days from the Due Date up to and including the day on which payment is received by BOSTON FINANCIAL. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment or payment of amounts not properly due. Acceptance of such late charge shall in no event constitute a waiver of the Trust’s or BOSTON FINANCIAL’s default or prevent the non-defaulting party from exercising any other rights and remedies available to it.

D.In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify BOSTON FINANCIAL in writing of any disputed charges for billable expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the close of the fifth (5th) business day after the day on which BOSTON FINANCIAL provides to the Trust documentation which an objective observer would agree reasonably supports the disputed charges (the “Revised Due Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first business day after the Revised Due Date.

9

E.The fees and charges set forth on Exhibit A shall increase or may be increased as follows:

(1)On the first day of each anniversary of this Agreement, subject to Note E of Exhibit A;

(2)BOSTON FINANCIAL may increase the fees and charges set forth on Exhibit A upon at least ninety (90) days prior written notice, if changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase BOSTON FINANCIAL’s cost of performance hereunder;

(3)BOSTON FINANCIAL may charge for additional features of TA2000 used by the Trust which features are not consistent with the Trust’s current processing requirements; and

(4)In the event BOSTON FINANCIAL, at the Trust’s request or direction, performs Exception Services, BOSTON FINANCIAL shall be entitled to increase the fees and charges for such Exception Services from those set forth on Exhibit A to the extent such Exception Services increase BOSTON FINANCIAL’s cost of performance.

If BOSTON FINANCIAL notifies the Trust of an increase in fees or charges pursuant to subparagraph (2) of this Section 6.E., the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse BOSTON FINANCIAL for the Trust’s aliquot portion of the cost of developing the new software to comply with regulatory charges and for the increased cost of operation.

If BOSTON FINANCIAL notifies the Trust of an increase in fees or charges under subparagraphs (3) or (4) of this Section 6.E., the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new Trust feature.

7.OPERATION OF THE TA2000™ SYSTEM.

In connection with the performance of its services under this Agreement, BOSTON FINANCIAL is responsible for such items as:

A.That entries in BOSTON FINANCIAL’s records, and in the Trust’s records on the TA2000™ System created by BOSTON FINANCIAL and BOSTON FINANCIAL’s affiliates, accurately reflect the orders, instructions, and other information received by BOSTON FINANCIAL and such affiliates from the Trust, the Trust’s distributor, manager or principal underwriter, or any successor of any of the foregoing (all hereinafter referred to as “JPM”) and its affiliates, entities from whom JPM or the Trust have directed BOSTON FINANCIAL to accept orders, instructions or other information, the Trust’s investment adviser, banks or other entities which BOSTON

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FINANCIAL has been advised by the Trust or JPM are affiliated with or a correspondent of JPM, or the Trust’s administrator (each of the foregoing being an “Authorized Person”), broker-dealers or shareholders (existing or new). BOSTON FINANCIAL has currently been instructed, by way of example and not limitation, to accept telephone instructions from any person reasonably believed by BOSTON FINANCIAL to be a representative of an Authorized Person, to accept third party checks initiated by or received from or through a broker/dealer or a JPM-customer relationship, to accept transactions and documentation by fax in accordance with the guidelines established by an Authorized Person, to allow corporations, partnerships, trusts and other accounts not registered in the name of a single individual and individually owned accounts to have telephone or “VOICE” transaction processing privileges (the “Privileges”), to establish Privileges on all accounts unless the establishing shareholder explicitly directs that telephone exchanges and redemptions not be permitted and to accept and to effectuate transmissions and trades entered on a remote basis by JPM and banks affiliated with JPM (without verification of the contents of such transmissions and trades);

B.That shareholder lists, shareholder account verifications, confirmations and other shareholder account information to be produced from its records or data be available and accurately reflect the data in the Trust’s records on the TA2000^TM System;

C.The accurate and timely issuance of dividend and distribution checks in accordance with instructions received from the Trust and the data in the Trust’s records on the TA2000^TM System;

D.That redemption transactions and payments be effected timely, to be processed under normal circumstances on the day of receipt, and accurately in accordance with redemption instructions received by BOSTON FINANCIAL from Authorized Persons, broker-dealers or shareholders and the data in the Trust’s records on the TA2000^TM System;

E.The deposit daily in the Trust’s appropriate special bank account of all checks and payments received by BOSTON FINANCIAL from NSCC, broker-dealers or shareholders for investment in shares;

F.Notwithstanding anything herein to the contrary, with respect to “as of” adjustments, BOSTON FINANCIAL will not assume one hundred percent (100%) responsibility for losses resulting from “as of’s” due to clerical errors or misinterpretations of shareholder instructions, but BOSTON FINANCIAL will discuss with the Fund BOSTON FINANCIAL’s accepting liability for an “as of” on a case-by-case basis and will accept financial responsibility for a particular situation resulting in a financial loss to the Fund where such loss is “material”, as hereinafter defined, and, under the particular facts at issue, BOSTON FINANCIAL’s conduct was culpable and BOSTON FINANCIAL’s conduct is the sole cause of the loss.  A loss is “material” for purposes of this Section 7.F. when it results  in a pricing error on a given day which is (i) greater than a negligible amount per shareholder, (ii) equals or exceeds one ($.01) full cent per

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share times the number of shares outstanding or (iii) equals or exceeds the product of one-half of one percent (1/2%) times Fund’s Net Asset Value per share times the number of shares outstanding (or, in case of (ii) or (iii), such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time). When BOSTON FINANCIAL must contribute to the settlement of a loss, BOSTON FINANCIAL’s responsibility will commence with that portion of the loss over $0.01 per share calculated on the basis of the total value of all shares owned by the affected portfolio (i.e., on the basis of the value of the shares of the total portfolio, including all classes of that portfolio, not just those of the affected class) and BOSTON FINANCIAL will make such account adjustments and take such other action as is necessary to compensate shareholders for shareholder losses and reimburse the Fund for the amount of Fund losses in accordance with the foregoing standards;

G.The requiring of proper forms of instructions, signatures and signature guarantees and any necessary documents supporting the opening of shareholder accounts, transfers, redemptions and other shareholder account transactions, all in conformance with BOSTON FINANCIAL’s present procedures as set forth in its Legal Manual (collectively the “Procedures”) with such changes or deviations therefrom as may be from time to time required or approved by the Trust, its investment adviser or principal underwriter, or its or BOSTON FINANCIAL’s counsel and the rejection of orders or instructions not in good order in accordance with the applicable prospectus or the Procedures; and

H.The maintenance of a current, duplicate set of the Trust’s essential records at a secure separate location, in a form available and usable forthwith in the event of any breakdown or disaster disrupting its main operation.

8.INDEMNIFICATION.

A.BOSTON FINANCIAL shall at all times use reasonable care, due diligence and act in good faith in performing its duties under this Agreement and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement. BOSTON FINANCIAL shall provide its services hereunder in accordance with the ‘34 Act, and other Federal laws, rules and regulations of governmental authorities having jurisdiction over BOSTON FINANCIAL. In the absence of bad faith, willful misconduct, knowing violations of applicable law pertaining to the manner in which transfer agency services are to be performed by BOSTON FINANCIAL (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with BOSTON FINANCIAL), reckless disregard of the performance of its duties, or negligence on its part, BOSTON FINANCIAL shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Procedures, BOSTON FINANCIAL shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Procedures, copies of which have been provided to the Trust and reviewed and approved by the Trust’s

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counsel, as amended from time to time with approval of counsel, or for any deviation therefrom approved by the Trust or BOSTON FINANCIAL counsel.

B.BOSTON FINANCIAL shall not be responsible for, and the Trust shall indemnify and hold BOSTON FINANCIAL harmless from and against, any and all losses, damages, reasonable costs, reasonable charges, reasonable counsel fees, payments, reasonable expenses and liability (the “Adverse Consequences”) which may be asserted against BOSTON FINANCIAL or for which BOSTON FINANCIAL may be held to be liable, arising out of or attributable to:

(1)  All actions of BOSTON FINANCIAL required to be taken by BOSTON FINANCIAL pursuant to this Agreement, provided that BOSTON FINANCIAL has acted in good faith and with due diligence and reasonable care;

(2)  The Trust’s refusal or failure to comply with the terms of this Agreement, the Trust’s negligence or willful misconduct, or the breach of any representation or warranty of the Trust hereunder;

(3)  The good faith reliance on, or the carrying out of, any written or oral instructions or requests of persons designated by the  Trust in writing (see Exhibit B) from time to time as authorized to give instructions on its behalf or representatives of an Authorized Person or BOSTON FINANCIAL’s good faith reliance on, or use of, information, data, records and documents received from, or which  have been prepared and/or maintained by the Trust, its investment advisor, its sponsor or its principal underwriter;

(4)  Defaults by dealers or shareowners with respect to payment for share orders previously entered;

(5)  The offer or sale of Shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such shares in such state (unless such violation results from BOSTON FINANCIAL’s failure to comply with written instructions of the Trust or of any officer of the Trust that no offers or sales be input into the Trust’s securityholder records in or to residents of such state);

(6)  Any error or mistake of the Trust, any Authorized Person, and any agent designated by the Trust in the use of the TA2000^TM  System, the data center, computer and related equipment used to access the TA2000^TM System (the “DST Facilities”), and control procedures relating thereto in the verification of output and in the remote input of data;

(7)  Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of BOSTON FINANCIAL arising out of or resulting from such errors, inaccuracies and omissions in, the Trust’s records, shareholder and other records, delivered to BOSTON FINANCIAL hereunder by the Trust or its prior agent(s);

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(8)  Actions or omissions to act by the Trust or agents designated by the Trust with respect to duties assumed thereby as provided for in Section 21 hereof; and

(9)  BOSTON FINANCIAL’s performance of Exception Services except where BOSTON FINANCIAL acted or omitted to act in bad faith, with reckless disregard of its obligations or with gross negligence.

(10)  The Trust’s breach or violation of the Ethical Hack Guidelines (as hereinafter defined) of BOSTON FINANCIAL and/or its affiliates.

C.Except where BOSTON FINANCIAL is entitled to indemnification under Section 8.B. hereof and with respect to “as of’s” set forth in Section 7.F., BOSTON FINANCIAL shall indemnify and hold the Trust harmless from and against any and all Adverse Consequences arising out of BOSTON FINANCIAL’s failure to comply with the terms of this Agreement or arising out of or attributable to BOSTON FINANCIAL’s negligence, willful misconduct or reckless disregard of its obligations under this Agreement or BOSTON FINANCIAL’s breach of any of its representations or warranties under this Agreement.  In the event that any claim is asserted against BOSTON FINANCIAL under this Agreement for any reason other than BOSTON FINANCIAL’s bad faith or willful misconduct, BOSTON FINANCIAL’s liability with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Trust to BOSTON FINANCIAL as fees and charges, but not including reimbursable expenses, during the previous twelve (12) months (the “Liability Limitation Amount”).

D.EXCEPT FOR INTENTIONAL MALEVOLENT VIOLATIONS(1) OF SECTION 23, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

E.Promptly after receipt by an indemnified person of notice of the commencement of any action, such indemnified person will, if a claim in respect thereto is to be made against an indemnifying party hereunder, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying Party will not relieve an indemnifying party from any liability that it may have to any indemnified person for contribution or otherwise under the indemnity agreement contained herein except to the extent it is prejudiced as a proximate result of such failure to timely notify. In case any such action is brought against any indemnified person and such

(1)For purposes of this Section 8.D, “intentional malevolent violations” shall mean those acts undertaken purposefully under circumstances in which the person acting knows or has reason to believe that such act violates such person’s obligations under this Agreement and is likely to cause danger or harm to the other party or its shareholders.

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indemnified person seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may wish, assume the defense thereof (in its own name or in the name and on behalf of any indemnified party or both with counsel reasonably satisfactory to such indemnified person); provided, however, if the defendants in any such action include both the indemnified person and an indemnifying party and the indemnified person shall have reasonably concluded that there may be a conflict between the positions of the indemnified person and an indemnifying party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified persons which are inconsistent with those available to an indemnifying party, the indemnified person or indemnified persons shall have the right to select one separate counsel (in addition to local counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such indemnified person or indemnified persons at such indemnified party’s sole expense. Upon receipt of notice from an indemnifying party to such indemnified person of its election so to assume the defense of such action and approval by the indemnified person of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the indemnifying party will not be liable to such indemnified person hereunder for any legal or other expenses subsequently incurred by such indemnified person in connection with the defense thereof. An indemnifying party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified persons are actual or potential parties to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified person from all liability arising out of such claim, action, suit or proceeding. An indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder. If it does so, it waives its right to indemnification therefor.

F.In any case an indemnifying person may be asked to indemnify or save an indemnified person harmless, the indemnified person shall use reasonable care to (i) fully and promptly advise the indemnifying person of all pertinent facts concerning the situation in question, and (ii) timely advise the indemnifying person of any matter as to which the indemnified person is aware that a claim which may give rise to Adverse Consequences has been asserted or is being threatened and appears reasonably likely to be asserted.

9.CERTAIN COVENANTS OF BOSTON FINANCIAL AND THE TRUST.

A.All requisite steps will be taken by the Trust from time to time when and as necessary to register the Shares for sale in all states in which the Shares shall at the time be offered for sale and require registration. If at any time the Trust receives notice of any stop order or other proceeding in any such state affecting such registration or the sale

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of the Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of the Shares, the Trust will give prompt notice thereof to BOSTON FINANCIAL.

B.BOSTON FINANCIAL hereby agrees to perform such transfer agency functions as are set forth in Section 4.D. above and Exhibit C, to establish and to maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of Certificates, check forms, and facsimile signature imprinting devices, if any, and for the preparation or use, and the keeping account of, such Certificates, forms and devices, and to carry such insurance as BOSTON FINANCIAL considers adequate and reasonably available.

C.To the extent required by Section 31 of the Investment Company Act of  1940, as amended, and Rules thereunder, BOSTON FINANCIAL agrees that all records maintained by BOSTON FINANCIAL relating to the services to be performed by BOSTON FINANCIAL under this Agreement are the property of the Trust and will be preserved and will be surrendered promptly to the Trust on request.

D.BOSTON FINANCIAL agrees to furnish the Trust with a report in accordance with Statements on Auditing Standards No. 70 (the “SAS 70 Report”) as well as such other publicly available financial information about itself or its affiliates as the Trust may reasonably request.

E.BOSTON FINANCIAL represents and agrees that it will use its best efforts within reasonable limits to keep current on the trends of the investment company industry relating to shareholder services and will use its best efforts to continue to modernize and improve. Notwithstanding the foregoing, (i) BOSTON FINANCIAL shall not be liable for failing to make any modification or improvement as to the necessity of which the Fund has not advised BOSTON FINANCIAL in writing and (ii) for any delay in the implementation of such modification or improvement where BOSTON FINANCIAL reasonably requires more time than was permitted by circumstances or such regulations.

F.BOSTON FINANCIAL will permit the Trust and its authorized representatives to make periodic inspections of its operations as such would involve the Trust at reasonable times during business hours subject to such authorized representatives’ execution of BOSTON FINANCIAL’s “Confidentiality and Limited Use Agreement, a blank copy of which is attached hereto as Exhibit D.

G.BOSTON FINANCIAL agrees to use its best efforts to provide in Kansas City, MO at the Trust’s expense two (2) man weeks of training for the Trust’s personnel in connection with use and operation of the TA2000^TM System. All travel and reimbursable expenses incurred by the Trust’s personnel in connection with and during training at BOSTON FINANCIAL’s Facility or DST’s Facility shall be borne by the Trust. At the Trust’s option and expense, BOSTON FINANCIAL also agrees to use its best efforts to provide an additional two (2) man weeks of training at the Trust’s facility for the Trust’s personnel in connection with the conversion to the TA2000^TM System.

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Reasonable travel, per diem and reimbursable expenses incurred by BOSTON FINANCIAL personnel in connection with and during training at the Trust’s facility or in connection with the conversion shall be borne by the Trust.

H.BOSTON FINANCIAL shall reasonably cooperate with the Trust’s independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that all readily necessary information is made available to such accountants for the expression of their opinion as such may be required from time to time. Special reports or information may be charged for. A report is “Special” if it is not regularly produced by TA2000^TM or requires special programming.

I.Ethical Hack.  The parties have agreed that the Trust may conduct an Ethical Hack, as part of the Trust’s normal information security due diligence review and compliance solely in accordance with the Ethical Hack Guidelines or BOSTON FINANCIAL and/or its affiliates (the “Ethical Hack Guidelines”) a copy of which are attached hereto and incorporated herein by reference as if fully set forth as Exhibit E.  The Trust agrees that any such Ethical Hack shall be performed strictly in accordance with such Ethical Hack Guidelines.  If vulnerabilities are identified, then as part of the Services BOSTON FINANCIAL and/or its affiliates shall promptly (i) document the system remediation proposal, (ii) provide the Trust with such documentation and reports on the status of modifications to correct such vulnerabilities, and (iii) implement such remediation modifications as may be required.

10.RECAPITALIZATION OR READJUSTMENT.

In case of any recapitalization, readjustment or other change in the capital structure of the Trust requiring a change in the form of Certificates, BOSTON FINANCIAL will issue or register Certificates in the new form in exchange for, or in transfer of, the outstanding Certificates in the old form, upon receiving:

A.   Written instructions from an officer of the Trust;

B.   Certified copy of the amendment to the Declaration of Trust or other document effecting the change;

C.   Certified copy of the order or consent of each governmental or regulatory authority, required by law to the issuance of the stock in the new form, and an opinion of counsel that the order or consent of no other government or regulatory authority is required;

D.   Specimens of the new Certificates in the form approved by the Board of Trustees of the Trust, with a certificate of the Secretary of the Trust as to such approval;

E.   Opinion of counsel for the Trust stating:

(1)  The status of the shares of stock of the Trust in the new form under the ‘33 Act, as amended and any other applicable federal or state statute; and

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(2)  That the issued shares in the new form are, and all unissued shares will be when registered, validly issued, fully paid and nonassessable.

11.  STOCK CERTIFICATES (“CERTIFICATES”).

The Trust will furnish BOSTON FINANCIAL with a sufficient supply of blank Certificates and from time to time will renew such supply upon the request of BOSTON FINANCIAL. Such Certificates will be signed manually or by facsimile signatures of the officers of the Trust authorized by law and by bylaws to sign Certificates, and if required, will bear the corporate seal or facsimile thereof.

12.  DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER.

The Trust will file promptly with BOSTON FINANCIAL written notice of any change in the officers authorized to sign Certificates, written instructions or requests, together with a revised Exhibit B. In case any officer of the Trust who will have signed manually or whose facsimile signature will have been affixed to blank Certificates will die, resign, or be removed prior to the issuance of such certificates, BOSTON FINANCIAL may issue or register such Certificates as the Certificates of the Trust notwithstanding such death, resignation, or removal, until specifically directed to the contrary by the Trust in writing. In the absence of such direction, the Trust will file promptly with BOSTON FINANCIAL such approval, adoption, or ratification as may be required by law.

13.  FUTURE AMENDMENTS OF DECLARATION OF TRUST AND BYLAWS.

The Trust will promptly file with BOSTON FINANCIAL copies of all material amendments to its Declaration of Trust or Bylaws made after the date of this Agreement.

14.  INSTRUCTIONS, OPINION OF COUNSEL AND SIGNATURES.

Any time BOSTON FINANCIAL shall be in doubt as to any proposed or requested action or omission to be taken or omitted by it, BOSTON FINANCIAL may apply to any person authorized by the Trust to give instructions to BOSTON FINANCIAL. BOSTON FINANCIAL may with the approval of a Trust officer consult with legal counsel for the Trust or may consult with BOSTON FINANCIAL’s own legal counsel at BOSTON FINANCIAL’s own expense, with respect to any matter involving a question of law involved in any action to be taken or omitted by BOSTON FINANCIAL in connection with the agency. BOSTON FINANCIAL will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the opinion of such counsel. Notwithstanding the foregoing, the Trust shall reimburse BOSTON FINANCIAL for outside counsel fees incurred in connection with the review of the legal sufficiency of documentation provided by a shareholder or otherwise as to the advisability of complying with the request of a shareholder or person purporting to act on behalf of a shareholder. BOSTON FINANCIAL will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of

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written notice thereof from the Trust. It will also be protected in recognizing Certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Trust, and the proper countersignature of any former Transfer Agent or Registrar, or of a co-Transfer Agent or co-Registrar.

15.FORCE MAJEURE AND DISASTER RECOVERY PLANS.

A.BOSTON FINANCIAL shall not be responsible or liable for its failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation: any interruption, loss or malfunction or any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection; or any other cause, contingency, circumstance or delay not subject to BOSTON FINANCIAL’s reasonable control which prevents or hinders BOSTON FINANCIAL’s performance hereunder.

B.BOSTON FINANCIAL’s affiliate, DST, currently maintains a recovery facility for use in event of a disaster rendering the DST Facilities inoperable (the “DST Recovery Facility”).  DST has developed and is continually revising business contingency plans (the “DST Business Contingency Plan”) detailing which, how, when, and by whom data maintained at DST Facilities will be installed and operated at the Recovery Facility.  Provided the Trust is paying its pro rata portion of the charge therefor, BOSTON FINANCIAL would, in event of a disaster rendering the DST’s Facility inoperable, instruct DST to use reasonable efforts to convert the TA2000^TM System containing the designated Trust data to the computers at the Recovery Facility in accordance with the then current DST Business Contingency Plan.

C.BOSTON FINANCIAL also currently maintains, separate from the area in which the operations that provides the services to the Trust hereunder are located, a Crisis Management Center consisting of phones, computers and the other equipment necessary to operate a full service transfer agency business in the event one of its operations areas is rendered inoperable. The transfer of operations to other operating areas or to the Crisis Management Center is covered in BOSTON FINANCIAL’s Business Contingency Plan.

16.  CERTIFICATION OF DOCUMENTS.

The required copy of the Declaration of Trust of the Trust and copies of all amendments thereto will be certified by the Secretary of State (or other appropriate official) of the State of Incorporation, and if such Declaration of Trust and amendments are required by law to be also filed with a county, city or other officer of official body, a certificate of such filing will appear on the certified copy submitted to BOSTON FINANCIAL. A copy of the order or consent of each governmental or regulatory authority required by law to the issuance of the stock will be certified by the Secretary or Clerk of such governmental or regulatory authority, under proper

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seal of such authority. The copy of the Bylaws and copies of all amendments thereto, and copies of resolutions of the Board of Trustees of the Trust, will be certified by the Secretary or an Assistant Secretary of the Trust under the Trust’s seal.

17.  RECORDS.

BOSTON FINANCIAL will maintain customary records in connection with its agency, and particularly will maintain those records required to be maintained pursuant to subparagraph (2) (iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940, if any.

18.  DISPOSITION OF BOOKS, RECORDS AND CANCELED CERTIFICATES.

BOSTON FINANCIAL may send periodically to the Trust, or to where designated by the Secretary or an Assistant Secretary of the Trust, all books, documents, and all records no longer deemed needed for current purposes and Certificates which have been canceled in transfer or in exchange, upon the understanding that such books, documents, records, and Certificates will be maintained by the Trust under and in accordance with the requirements of Section 17Ad-7 adopted under the Securities Exchange Act of 1934. Such materials will not be destroyed by the Trust without the consent of BOSTON FINANCIAL (which consent will not be unreasonably withheld), but will be safely stored for possible future reference.

19.  PROVISIONS RELATING TO BOSTON FINANCIAL AS TRANSFER AGENT.

A.BOSTON FINANCIAL will make original issues of Certificates upon written request of an officer of the Trust and upon being furnished with a certified copy of a resolution of the Board of Trustees authorizing such original issue, an opinion of counsel as outlined in subparagraphs 1.G and 5.D of this Agreement, any documents required by Sections 5 or 10 of this Agreement, and necessary funds for the payment of any original issue tax.

B.Before making any original issue of Certificates of the Trust will furnish BOSTON FINANCIAL with sufficient funds to pay all required taxes on the original issue of the stock, if any. The Trust will furnish BOSTON FINANCIAL such evidence as may be required by BOSTON FINANCIAL to show the actual value of the stock. If no taxes are payable BOSTON FINANCIAL will be furnished with a certified statement from an officer of the Trust to that effect.

C.Shares of stock represented by Certificates will be transferred and new Certificates issued in transfer, or Shares of stock accepted for redemption and funds remitted therefor, or book entry transfer be effected, upon surrender of the old Certificates in form or receipt by BOSTON FINANCIAL of instructions deemed by BOSTON FINANCIAL properly endorsed for transfer or redemption accompanied by such documents as BOSTON FINANCIAL may deem necessary to evidence the authority of the person making the transfer or redemption. BOSTON FINANCIAL reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement or signature on the Certificate or any other document is valid and genuine,

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and for that purpose it may require a guaranty of signature in accordance with the Procedures. BOSTON FINANCIAL will incur no liability and shall be indemnified and held harmless by the Fund for any action taken by it in accordance with an instruction bearing what purports to be a signature guarantee or medallion of an Eligible Guarantor Institution or otherwise in accordance with BOSTON FINANCIAL’s Signature Guarantee Procedures adopted pursuant to 17 C.F.R. Section 240.17Ad-15 under the Securities and Exchange Act of 1934.  BOSTON FINANCIAL also reserves the right to refuse to transfer or redeem shares until BOSTON FINANCIAL is satisfied that the requested transfer or redemption is legally authorized, and it will incur no liability for the refusal in good faith to make transfers or redemptions which, in its reasonable judgment, are improper or unauthorized. Authority to perform a redemption shall be suspended when the Trust suspends the shareholders’ right of redemption provided that the Trust delivers written notice of such suspension to BOSTON FINANCIAL. BOSTON FINANCIAL may, in effecting transfers or redemptions, rely upon Simplification Acts, Uniform Commercial Code or other statutes that protect it and the Trust in not requiring complete fiduciary documentation. In cases in which BOSTON FINANCIAL is not directed or otherwise required to maintain the consolidated records of shareholder’s accounts, BOSTON FINANCIAL will not be liable for any loss that may arise by reason of not having such records.

D.When mail is used for delivery of Certificates, BOSTON FINANCIAL will forward Certificates in “nonnegotiable” form by first class or registered mail and Certificates in “negotiable” form by registered mail, all such mail deliveries to be covered while in transit to the addressee by insurance arranged for by BOSTON FINANCIAL.

E.BOSTON FINANCIAL will issue and mail subscription warrants, Certificates representing stock dividends, exchanges or split ups, or act as Conversion Agent upon receiving written instructions from any officer of the Trust and such other documents as BOSTON FINANCIAL deems necessary.

F.BOSTON FINANCIAL will issue, transfer, and split up Certificates and will issue Certificates of stock representing full Shares upon surrender of scrip certificates aggregating one full share or more when presented to BOSTON FINANCIAL for that purpose upon receiving written instructions from an officer of the Trust and such other documents as BOSTON FINANCIAL may deem necessary.

G.BOSTON FINANCIAL may issue new Certificates in place of Certificates represented to have been lost, destroyed, stolen or otherwise wrongfully taken upon receiving instructions from the Trust and indemnity satisfactory to BOSTON FINANCIAL and the Trust, and may issue new Certificates in exchange for, and upon surrender of, mutilated Certificates. Such instructions from the Trust will be in such form as will be approved by the Board of Trustees of the Trust and will be in accordance with the provisions of law and the bylaws of the Trust governing such matter.

H.BOSTON FINANCIAL will supply a shareholder’s list to the Trust for its annual meeting upon receiving a request from an officer of the Trust. It will also, at the expense

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of the Trust, supply lists at such other times as may be requested by an officer of the Trust.

I.Upon receipt of written instructions of an officer of the Trust, BOSTON FINANCIAL will, at the expense of the Trust, address and mail notices to shareholders.

J.In case of any request or demand for the inspection of the securityholder files or stock books of the Trust or any other books or records in the possession of the Trust in BOSTON FINANCIAL’s possession, BOSTON FINANCIAL will not permit such inspection, except (i) after prior notification to and approval in writing by the Trust or Advisor as appropriate, which approval shall not be unreasonably withheld and may not be withheld or delayed where BOSTON FINANCIAL may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust or an Authorized Person. Nothing in the foregoing is intended to, nor does it, prohibit or deny to BOSTON FINANCIAL the right to disclose information requested by subpoena, Court Order, administrative order or request issued by a federal, state or local authority purporting to be issued under statutory authority or a self-regulatory organization registered under the ‘34 Act. BOSTON FINANCIAL shall use reasonable efforts to advise the Trust concerning subpoenas received for records of the Trust and, upon being so advised, the Trust shall be responsible for handling and responding thereto.

20.  PROVISIONS RELATING TO DIVIDEND DISBURSING AGENCY.

A.BOSTON FINANCIAL will, at the expense of the Trust, provide a special form of check containing the imprint of any device or other matter desired by the Trust.  Said checks must, however, be of a form and size convenient for use by BOSTON FINANCIAL.

B.If the Trust desires to include additional printed matter, financial statements, etc., with the dividend checks, the same will be furnished BOSTON FINANCIAL within a reasonable time prior to the date of mailing of the dividend checks, at the expense of the Trust.

C.If the Trust desires its distributions mailed in any special form of envelopes, sufficient supply of the same will be furnished to BOSTON FINANCIAL but the size and form of said envelopes will be subject to the approval of BOSTON FINANCIAL.  If stamped envelopes are used, they must be furnished by the Trust; or if postage stamps are to be affixed to the envelopes, the stamps or the cash necessary for such stamps must be furnished by the Trust.

D.BOSTON FINANCIAL shall establish and maintain, and is hereby authorized to establish and to maintain, under the usual terms and conditions prevalent in the industry and on behalf of the Trust as agent of the Trust, in BOSTON FINANCIAL’s own name or under the J.P. Morgan name (or that of the Trusts as a group or of an Affiliate thereof), one or more deposit accounts, into which BOSTON FINANCIAL shall deposit the funds

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BOSTON FINANCIAL receives for payment of dividends, distributions, redemptions or other disbursements provided for hereunder and to draw checks against such accounts.

E.BOSTON FINANCIAL is authorized and directed to stop payment of checks theretofore issued hereunder, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or through no fault of theirs, are otherwise beyond their control, and cannot be produced by them for presentation and collection, and, to issue and deliver duplicate checks in replacement thereof.

21.  ASSUMPTION OF DUTIES BY THE TRUST OR AGENTS DESIGNATED BY THE TRUST.

A.The Trust or its designated agents other than BOSTON FINANCIAL may assume certain duties and responsibilities with respect to the operations of the Trust, including (with BOSTON FINANCIAL’s agreement) providing all, or a portion, of those services which BOSTON FINANCIAL is obligated to provide under Section 4.D of this Agreement.

B.To the extent the Trust or its agent or affiliate assumes BOSTON FINANCIAL’s duties and responsibilities (which assumption should be embodied in writing), BOSTON FINANCIAL shall be relieved from all responsibility and liability therefore (including any Adverse Consequences directly or indirectly arising out of or resulting from the actions or omissions of the Trust or its designees, as well as from any “as of” liability or withholding reversals in connection therewith) and BOSTON FINANCIAL is hereby indemnified and held harmless against any liability therefrom in the same manner and degree as provided for in Section 8 hereof.

C.Initially, with respect to accounts serviced by JPM or banks affiliated with or a correspondent of JPM, the Trust or its designees shall be responsible for the following: (i) answering and responding to telephone inquiries from shareholders and brokers; (ii) accepting shareholder and broker instructions (either or both oral and written) and (A) transmitting to BOSTON FINANCIAL orders (transactions and maintenance) based on such instructions for input into TA2000 by BOSTON FINANCIAL or (B) themselves inputting such orders into TA2000 on a remote basis; (iii) preparing and mailing confirmations; (iv) classifying the status of shareholders and shareholder accounts under applicable tax law and in accordance with the capabilities provided on TA2000, and performing all compliance functions with respect thereto, including without limitation obtaining certified TIN’s, Form W-8’s and other documentation, and properly coding accounts (social codes, tax status, foreign accounts and so forth) as provided for on TA2000; (v) on a remote basis establishing shareholder accounts on the TA2000^TM  System, establishing the appropriate privileges thereupon and assigning social codes and Taxpayer Identification Number codes thereof; (vi) disbursing monies of the Trust; (vii) sending redemption and dividend wires in accordance with instructions received; and (viii) following up and collecting upon unsettled trade orders and unpaid broker-dealer, institutional or shareholder “as of’s.”

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22.  TERMINATION OF AGREEMENT.

A.This Agreement shall be in effect from the        day of               , 2004, through the         st day of                 , 2009 (the “Initial Term” of this Transfer Agency Agreement”). This Agreement shall thereafter automatically extend for additional, successive five (5) year terms upon the expiration of any term hereof, unless terminated as of the end of any term by either party on not less than six (6) month’s prior written notice to the other party.  Each additional five (5) year period shall be an additional term of this Agreement. However, notwithstanding anything in this Agreement to the contrary, the effective date of any termination shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end, except if pursuant to Section 22.B of this Agreement.

B.Each party, in addition to any other rights and remedies, shall have the right to terminate this Agreement forthwith upon the occurrence at any time of any of the following events with respect to the other party:

(1)The bankruptcy of the other party or its assigns or the appointment of a receiver for the other party or its assigns;

(2)failure by the other party or its assigns to perform its duties (including any material interruption or cessation of its operations) in accordance with the Agreement, which failure materially adversely affects the business operations of the first party and which failure continues for thirty (30) days after receipt of written notice from the first party, unless such failure is excused under Section 15 of this Agreement; or

(3)merger, consolidation or sale of substantially all of the assets of the other party or its assigns; or

(4)acquisition of a controlling interest in the other party or its assigns by any third party except as may presently exist within the previous sixty (60) days.

In the event of a termination under this Section 22.B, the notice of termination for the reasons provided in this Section 22.B must be provided within sixty (60) days of a party’s learning of a reason permitting termination, and shall take effect within not less than ninety (90) and more than one hundred eighty (180) days from the date of receipt of the notice of termination.  Any termination by reasons set forth in Section 22.B(1) and (2) shall not be subject to any termination fees or penalties relating to or arising out of termination, including without limitation any such fees or penalties relating to or arising out of termination set forth in “NOTES TO THE FEE SCHEDULE, “ Paragraphs F and G on Exhibit A attached to this Agreement.

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C.BOSTON FINANCIAL may, on written notice to such Trust, immediately terminate this Agreement as to any Trust which itself or its Shares fail to be registered as provided in Section 3 of this Agreement at any time during this Agreement.

D.In the event of termination, the Trust will promptly pay BOSTON FINANCIAL all amounts due to BOSTON FINANCIAL hereunder, including any termination fee set forth in Exhibit A to this Agreement.

E.In the event of termination, BOSTON FINANCIAL will use its best efforts to transfer the records of the Trust to the designated successor transfer agent, to provide reasonable assistance to the Trust and its designated successor transfer agent, and to provide other information relating to its services provided hereunder (subject to the recompense of BOSTON FINANCIAL for such assistance at its standard rates and fees for personnel then in effect at that time); provided, however, as used herein “reasonable assistance” and “other information” shall not include assisting any new service or system provider to modify, alter, enhance, or improve its system or to improve, enhance, or alter its current system, or to provide any new functionality or to require BOSTON FINANCIAL to disclose any BOSTON FINANCIAL Confidential Information, as hereinafter defined, or any information which is otherwise confidential to BOSTON FINANCIAL.

23.  CONFIDENTIALITY.

A.BOSTON FINANCIAL agrees on behalf of itself, its affiliates, its officers and employees, except as provided in Section 19.J. hereof, or as otherwise required by law, BOSTON FINANCIAL will keep confidential all records and data of and information in its possession relating to the Trust or its shareholders or shareholder accounts in any form disclosed to BOSTON FINANCIAL hereunder, including but not limited to any data and information in any form disclosed by the Trust, anyone acting on behalf of the Trust, or the Trust’s customers, prospective customers, or employees to BOSTON FINANCIAL, BOSTON FINANCIAL Personnel or any Subcontractor including Consumer Information (as “Consumer Information” is defined in SEC Regulation S-P) and non-public information which is learned by BOSTON FINANCIAL without the Trust’s intentional disclosure to it.  Such information includes all Trust software, specifications, documentation, product proposals, financial information, data, source or object code, documentation, manuals, studies, internally devised technology, system or network architecture or topology, security mechanisms, product or processing capacities, revenues, information relating to the business of the Trust (including internal procedures and policies, businesses plans, and products of the Trust), and all other trade secret, confidential or proprietary information and documentation of the Trust or its customers, prospective customers, employees, directors, outside directors, retirees and their respective spouses and families received in connection with this Agreement (whether or not it is designated as such).  DST shall not disclose the same to any person except at the instruction (standing or specific), request or with the consent of the Trust. Notwithstanding the foregoing, BOSTON FINANCIAL shall be permitted in the ordinary course of business to provide such information to third parties providing

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services to BOSTON FINANCIAL which BOSTON FINANCIAL utilizes in connection with the services BOSTON FINANCIAL provides to the Trust under this Agreement or in accordance with Section 19.J. of this Agreement.

B.The Trust on behalf of itself, its affiliates, its officers and employees and all entities which it directs BOSTON FINANCIAL to provide any of the following information agrees to keep confidential all financial statements and other financial records (other than statements and records relating solely to the Trust’s business dealings with BOSTON FINANCIAL) and all manuals, systems and other technical information and data, not publicly disclosed, relating to the operations and programs of BOSTON FINANCIAL and DST furnished to it by BOSTON FINANCIAL pursuant to this Agreement and will not disclose the same to any person except at the request or with the consent of BOSTON FINANCIAL.

C.(1)The Trust acknowledges that BOSTON FINANCIAL and/or its affiliates have proprietary rights in and to the TA2000^TM System used to perform services hereunder including, but not limited to the maintenance of shareholder accounts and records, processing of related information and generation of output, including, without limitation any changes or modifications of the TA2000^TM System and any other programs, data bases, supporting documentation, or procedures and all software, specifications, documentation, product proposals, financial information, data, source or object code, documentation, manuals, studies, internally devised technology, system or network architecture or topology, security mechanisms, product or processing capacities, revenues, information relating to the business of BOSTON FINANCIAL and/or its affiliates (including internal procedures and policies, businesses plans, and products of BOSTON FINANCIAL and/or its affiliates), and all other trade secret, confidential or proprietary information and documentation of BOSTON FINANCIAL and/or its Affiliates or its customers, prospective customers, employees, directors, outside directors, retirees and their respective spouses and families (whether or not it is designated as such) and non-public information which is learned by the Trust without BOSTON FINANCIAL’s intentional disclosure to it  (collectively “BOSTON FINANCIAL Confidential Information”) which the Trust’s access to the TA2000^TM System or computer hardware or software may permit the Trust or its agents or the Trust’s employees, directors, outside directors, retirees, their respective spouses and families to become aware of or to access and that the BOSTON FINANCIAL Confidential Information constitutes confidential material and trade secrets of BOSTON FINANCIAL and/or its affiliates. The Trust agrees to maintain the confidentiality of the BOSTON FINANCIAL Confidential Information of which it is, or becomes, aware or to which it has access.

(2)The Trust acknowledges that any unauthorized use, misuse, disclosure or taking of BOSTON FINANCIAL Confidential Information which is confidential as provided by law, or which is a trade secret, residing or existing internal or external to a computer, computer system, or computer network, or the knowing and unauthorized accessing or causing to be accessed of any computer, computer system, or computer network, may be subject to civil liabilities and criminal penalties under applicable state law. The Trust will

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advise all of its employees and agents who have access to any BOSTON FINANCIAL Confidential Information or to any computer equipment capable of accessing BOSTON FINANCIAL hardware or software of the foregoing.

(3)The Trust acknowledges that disclosure of the BOSTON FINANCIAL Confidential Information may give rise to an irreparable injury to BOSTON FINANCIAL and/or its affiliates inadequately compensable in damages. Accordingly, BOSTON FINANCIAL may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available, and the Trust consents to the obtaining of such injunctive relief. All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section or elsewhere in this Agreement shall survive the termination or expiration of this Agreement for a period of ten (10) years.

24.  CHANGES AND MODIFICATIONS.

A.During the term of this Agreement BOSTON FINANCIAL will use on behalf of the Trust without additional cost all modifications, enhancements, or changes which BOSTON FINANCIAL or its affiliates may make to the TA2000^TM System in the normal course of its business and which are applicable to functions and features offered by the Trust to its shareholders, unless substantially all BOSTON FINANCIAL clients are charged separately for such modifications, enhancements or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Trust agrees to pay BOSTON FINANCIAL promptly for modifications and improvements which are charged for separately at the rate provided for in BOSTON FINANCIAL’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

B.BOSTON FINANCIAL and/ or its affiliates shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Trust will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Trust in using or employing the TA2000^TM System or BOSTON FINANCIAL Facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Trust is given thirty (30) days prior notice to allow the Trust to change its procedures and BOSTON FINANCIAL provides the Trust with revised operating procedures and controls.

C.All enhancements, improvements, changes, modifications or new features added to the TA2000^TM System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, BOSTON FINANCIAL and/or its affiliates.

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25.  ASSIGNMENT AND SUBCONTRACTORS.

A.Neither this Agreement nor any rights or obligations hereunder may be assigned by either party hereto without the written consent of the other party. In the event of a mutually agreed to assignment, each party shall remain liable for the performance of its assignee(s). BOSTON FINANCIAL may, however, employ agents to assist it in performing its duties hereunder.

B.Notwithstanding anything in this Agreement to the contrary, nothing herein shall impose any duty upon BOSTON FINANCIAL in connection with or make BOSTON FINANCIAL liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, Airborne Services, the U.S. mails, the National Securities Clearing Commission and telecommunication companies, provided, if BOSTON FINANCIAL selected such company, BOSTON FINANCIAL shall have exercised due care in selecting the same.

26.  LIMITATIONS ON LIABILITY.

A.Notwithstanding anything in this Agreement to the contrary, each Trust which executed this Agreement is and shall be regarded for all purposes hereunder as a separate party apart from each other Trust and any Fund of any such other Trust. To the extent that a Trust is comprised of more than one Fund, each Fund shall be regarded for all purposes hereunder as a separate party apart from each other Fund.  Unless the context otherwise requires, with respect to every transaction covered by this Agreement, every reference herein to the Trust shall be deemed to relate solely to the particular Fund or Trust to which such transaction relates. Under no circumstances shall the rights, obligations or remedies with respect to a particular Trust or a particular Fund constitute a right, obligation or remedy applicable to any other Trust or Fund. The use of this single document to memorialize the separate agreement of each Trust and each Fund herein is understood to be for clerical convenience only and shall not constitute any basis for joining the Trusts or Funds for any reason.

BNotice is hereby given that a copy of each Trust’s Trust Agreement and all amendments thereto is on file with the Secretary of State of the state of its organization; that this Agreement has been executed on behalf of the Trust by the undersigned duly authorized representative of the Trust in his/her capacity as such and not individually; and that the obligations of this Agreement shall only be binding upon the assets and property of the Trust and shall not be binding upon any trustee, officer or shareholder of the Trust individually.

27.  MISCELLANEOUS.

A.This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the Commonwealth of Massachusetts, excluding that body of law applicable to choice of law.

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B.All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

C.The representations and warranties, and the indemnification extended hereunder, if any, are intended to and shall continue after and survive the execution, expiration, termination or cancellation of this Agreement or the performance of services hereunder until any statute of limitations applicable to the matter at issues shall have expired.

D.No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto.

E.The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

F.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

G.If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

H.Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Trust and BOSTON FINANCIAL. It is understood and agreed that all services performed hereunder by BOSTON FINANCIAL shall be as an independent contractor and not as an employee of the Trust. This Agreement is between BOSTON FINANCIAL and the Trust and neither this Agreement nor the performance of services under it shall create any rights in any third parties. There are no third party beneficiaries hereto.

I.Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder.

J.The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

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K.(a)During the term of this Agreement, the Trust hereby grants to BOSTON FINANCIAL a nonexclusive, worldwide and royalty-free right and license to store, reproduce, display, perform, transmit and use the Trust intellectual property and the Trust software in connection with the Services, solely for the purposes necessary for BOSTON FINANCIAL to fulfill its obligations pursuant to this Agreement (and not for the benefit of any third party).  BOSTON FINANCIAL acknowledges and agrees that its use of the Trust intellectual property solely for the purposes necessary for BOSTON FINANCIAL to fulfill its obligations pursuant to this Agreement shall not create any right, title or interest in or to such the Trust intellectual property.  Except for the licenses expressly granted hereunder by the Trust to BOSTON FINANCIAL, neither this Agreement nor any disclosure made hereunder grants any license by the Trust to BOSTON FINANCIAL of any Trust intellectual property.

(b)Except as may be otherwise expressly provided in this Agreement, the Trust does not grant to BOSTON FINANCIAL any right or license, express or implied, in or to the Trust intellectual property, the Trust software or the Trust’s operating environment.  BOSTON FINANCIAL agrees that the Trust and/or the Trust’s licensors’, as the case may be, are the exclusive owners of, and hold and shall retain, all right, title and interest in and to the Trust intellectual property, the Trust software, and the trust’s operating environment, and BOSTON FINANCIAL shall have no ownership or use rights therein except as set forth herein.

L.This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written, and this Agreement may not be modified except by written instrument executed by both parties.

M.All notices to be given hereunder shall be deemed properly given if delivered in person or if sent by U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter confirmed by mail as follows: If to BOSTON FINANCIAL:

BOSTON FINANCIAL DATA SERVICES, INC.

The Poindexter Building

333 W. 9^th Street

Kansas City, Missouri 64105

Attention:  Mark Scovell

Facsimile: (816) 843-8652

With a copy of non-operational notices to:

BOSTON FINANCIAL DATA SERVICES, INC.

2 Heritage Drive – 4^th Floor

North Quincy, MA 02171

Attn: Legal Department

Facsimile No.: 617 483-2490

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If to the Trust:

Judy R. Bartlett

Vice President and Assistant Secretary

1211 Avenue of the Americas, 41st Floor

New York, New York 10036

Telephone No.: 212-789-5700

Fax No.: 212-789-6203

or to such other address as shall have been specified in writing by the party to whom such notice is to be given.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.

FUND

BY:

Title:

as an Authorized Officer on behalf of each

of the Funds indicated on Appendixt A

BOSTON FINANCIAL DATA SERVICES, INC.

By:

Title:

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EX-99.13J

Exhibit 99.13j

INDEMNIFICATION AGREEMENT

THIS AGREEMENT is made as of the 10^th day of August, 2004, among the One Group® Mutual Funds (“OGMF”), each of the JP Morgan Funds listed in Exhibit A (“JPM Funds”) (together with the OGMF, the “Existing Funds”) and JPMorgan Chase & Co. (“Company”).

WITNESSETH:

WHEREAS, Bank One Corp. and JPMorgan Chase & Co. completed their merger on or about July 1, 2004 (“Merger”); and

WHEREAS, following the Merger, it is currently contemplated that the OGMF and the JPM Funds will seek to integrate fully their businesses so that the two fund families are treated for all purposes as a single fund complex; and

WHEREAS, in order to integrate fully the two fund families into a single fund complex, it is expected that each of the boards of directors/trustees of the Existing Funds will be asked to consider, among other things, (1) the redomiciliation and redomestication of the Existing Funds into new investment companies registered under the Investment Company Act of 1940 having the same or substantially the same organizational documents, policies and procedures (“Successor Entities” and collectively with the Existing Funds, the “Funds”), and (2) the merger of individual series of each of the Existing Funds in order to reduce any redundancies in the investment products offered by the Successor Entities and reduce confusion among investors regarding the investment products offered; and

WHEREAS, the Company has determined that, in connection with integration of the two fund families into a single fund complex (including the individual mergers of series of the Existing Funds), it may be necessary for the Company to provide written assurance to the boards of directors/trustees of the Funds that the Company is prepared to indemnify the Funds and to hold them harmless and to protect the shareholders against dilution of their respective interests in the Funds during the term of this Agreement against certain Claims, as defined herein, in the event that the insurance coverage provided to the Funds under past and current directors and officers liability insurance polices, as well as under such directors and officers liability insurance policies as may (at the sole discretion of the Funds’ Boards of Directors/Trustees) be in effect for the Funds in the future (collectively, the “Policies”) is not available (for example, because the applicable limits of the Policies have been exhausted or because Claims for payment under the Policies have been denied or are subject to applicable deductibles under the Policies); and

WHEREAS, the Company does not desire to provide indemnification to the Funds in connection with any Loss, as defined herein, suffered by the Funds that is covered by the Policies, but rather desires to provide indemnification to the Funds and to hold them harmless only in connection with any Loss, as defined herein, suffered by the Funds for which coverage is not provided under the Policies and that is a Loss that would be permitted to be indemnified by the Funds under all applicable laws and for which indemnification is not prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.

NOW THEREFORE, the Company and the Funds agree as follows:

1. Definitions.

(a)“Claim” means any written demand received by the Funds or their officers, directors and/or trustees for monetary damages, any formal investigation initiated against the Funds or their officers, directors, investment advisers, distributors and/or trustees by the filing of charges or a formal investigative order, or any civil or criminal proceeding initiated against the Funds or their officers, directors, investment advisers, distributors and/or trustees relating to any Wrongful Act or alleged Wrongful Acts, including any Interrelated Wrongful Act, underlying or alleged therein.

(b)“Claim Expenses” mean any reasonable and necessary fees, costs, and expenses resulting from the investigation, adjustment, defense or appeal of a “Claim” (including the cost of appeal bonds), and any reasonable and necessary fees charged by any lawyer designated by the Funds;

(c)“Company” shall have the same meaning as set forth in the preamble to this Agreement.

(d)“Existing Funds” shall have the same meaning as set forth in the preamble to this Agreement.

(e)“Funds” shall have the same meaning as set forth in the preamble to this Agreement.

(f)“JPM Funds” shall have the same meaning as set forth in the preamble to this Agreement.

(g)“Interrelated Wrongful Acts” means all “Wrongful Acts” which are logically or causally connected by reason of any fact, circumstance, situation, event, transaction or cause or series of logically or causally connected facts, circumstances, situations, events, transactions or causes.

(h)“Loss” means any “Claim Expenses”, monetary judgments and settlements, including damages, taxes, fines, or penalties.

(i)“Merger” shall have the same meaning as set forth in the preamble to this Agreement.

(j)“OGMF” shall have the same meaning as set forth in the preamble to this Agreement.

(k)“Policies” shall have the meaning set forth in the preamble to this Agreement.

(l)“Successor Entities” shall have the same meaning as set forth in the preamble to this Agreement.

(m)“Wrongful Act” means any actual or alleged act, error, omission, neglect, misstatement, misleading statement, breach of duty, or other act wrongfully done or attempted to be committed by the Funds and/or their officers and directors/trustees arising directly or indirectly as a result of any activities of the Funds, their officers or directors and/or trustees, the Company, Bank One Corp. or their affiliates, provided that any such act, error, omission, neglect, misstatement, misleading statement, breach of duty, or other act wrongfully done or attempted to be committed by the Funds and/or their officers and directors/trustees would be permitted to be indemnified by the Funds under the federal securities laws and any other applicable laws, and under any applicable order or decree of the United States Securities and Exchange Commission or any other governing regulatory authority or court of competent jurisdiction.

2. Claims.

The Company agrees to indemnify the Funds for, and to pay on the Funds’ behalf, any Loss for which the Funds shall become legally obligated to pay resulting from any Claims made against them prior to or during the Term of this Agreement resulting from any Wrongful Act or alleged Wrongful Act, including any Interrelated Wrongful Act, underlying or alleged therein, that are alleged to have occurred prior to July 1, 2004.  The Company’s obligation to indemnify the Funds for Losses pursuant to this Section 2 shall arise only in the absence of coverage under the Policies and shall therefore apply only to that portion of any Loss suffered by the Funds that is not within the coverage provided under the Policies for any reason other than the existence of this Agreement.  The Company shall not be liable under this Agreement to make any payment of amounts that might otherwise be indemnifiable under this Agreement if and to the extent any such payment would be:  (a) covered under the Policies, (b) in violation of any applicable law, or (c) otherwise not permitted to be made by the Funds as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.

3. Term of the Agreement.

The term of this Agreement shall commence on July 1, 2004 and shall be six years from that date (“Term”). The indemnification coverage that may be provided under this Agreement shall apply only to Claims made for any Wrongful Act or alleged Wrongful Act, including any Interrelated Wrongful Act, that are alleged to have occurred prior to July 1, 2004. The Company shall have no obligation to indemnify the Funds for any Claims made subsequent to the Term of this Agreement.

4. Notice of Claims, Defense of Claims and Subrogation of Rights.

(a)The Funds hereby agree to advise the Company promptly in writing of all Claims outstanding against the Funds as of July 1, 2004, and all Claims made against the Funds during the Term of this Agreement.  In addition, the Funds hereby agree to provide the Company with notice within fifteen (15) days, of:

(i)the exhaustion by all payments under all applicable limits of liability with respect to the Policies;

(ii)any notice received from any insurance carrier that coverage of any Claim or payment of any Claim Expenses is being denied in whole or in part under the Policies;

(iii)any Claim made against the Funds for which the Funds seek indemnification under this Agreement upon the occurrence of (i) or (ii).

(b)No obligation shall arise on the part of the Company under this Agreement until notice is provided via fax, e-mail, U.S. mail or courier to the following address: Office of the General Counsel, JPMorgan Chase & Co., 270 Park Avenue, New York, NY  10017.  Attention:  Joan Guggenheimer.  Written notice must include any and all documents received by the Funds or their representatives at the time a Claim is first made against the Funds.

(c)Upon notification of a Claim for which indemnification is sought under this Agreement, the Company shall have the option to participate with any Fund seeking indemnification under this Agreement in the defense of such Claim. Any Fund seeking indemnification shall in no case confess any Claim or make any compromise in any case in which the Company would be required to indemnify it, except with the Company’s prior written approval.

(d)When any Fund seeks indemnification under this Agreement, no obligation shall arise on the part of the Company to make any indemnification payment or otherwise take any action until the Fund seeking indemnification has exhausted all reasonable efforts that may be requested by the Company, up to and including the commencement of litigation, to obtain coverage of any and all Claims for which payment is sought by the Fund under the Policies.  The Fund seeking indemnification shall cooperate in all reasonable respects with any efforts of the Company to obtain coverage of any and all Claims for which payment is sought by any Fund under the Policies, including the pursuit of litigation in the name of the Fund.

(e)If the Company indemnifies any Fund for any Loss, the Company shall be subrogated to any rights or defenses that the Fund may have with respect to any Claims that may have given rise to such Loss.

5. Successors and Assigns.

This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns, provided that neither this Agreement nor any right hereunder may be assigned by any party without the written consent of the Funds and the Company.

6. Miscellaneous.

(a)This Agreement may be modified or amended only by an agreement in writing signed by the Company and the Funds.  No waiver of any term or provision hereof shall be effective unless in writing signed by the party waiving such term or provision.

(b)This Agreement may be executed in two or more counterparts, and with counterpart signature pages, all of which taken together shall constitute one and the same agreement, and either of the parties hereto may execute this Agreement by signing any such counterpart.

(c)Any headings herein are inserted for convenience of reference only and shall be ignored in the construction or interpretation hereof.

(d)This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the choice of law provisions thereof.

(e)If any provision of this Agreement is unenforceable or illegal, such provision shall be enforced to the fullest extent permitted bylaw and the remainder of the Agreement shall continue in full force and effect.

(f)This Agreement constitutes the entire agreement between the parties concerning the subject matter of the Agreement, and it supersedes all prior communications, understandings or agreements, whether written or oral, concerning this subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date written above.

ONE GROUPâ MUTUAL FUNDS
By:
	Name:
	Title:
JP MORGAN FUNDS (with respect to the series listed on Exhibit A)
By:
	Name:
	Title:
J.P. MORGAN CHASE & CO.
By:
	Name:
	Title.

EXHIBIT A:  JP Morgan Funds

J.P. Morgan Funds (JPMF)

J.P. Morgan Mutual Fund Trust (JPMMFT) J.P. Morgan Institutional Funds (JPMIF)

J.P. Morgan Mutual Fund Select Group (JPMMFSG)

J.P. Morgan Series Trust (JPMST)

J.P. Morgan Mutual Fund Select Trust (JPMMFST)

J.P. Morgan Mutual Fund Series (JPMMFS)

J.P. Morgan Mutual Fund Group (JPMMFG)

Growth and Income Portfolio (GIP)

J.P. Morgan Fleming Mutual Fund Group, Inc. (JPMFMFG)

J.P. Morgan Mutual Fund Investment Trust (JPMFIT)

EX-14

Exhibit (14)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our reports dated August 20, 2004, relating to the financial statements and financial highlights, which appear in the June 30, 2004 Annual Reports to Shareholders of One Group Treasury Only Money Market Fund and One Group Prime Money Market Fund, which are also incorporated by reference into the Registration Statement.

/s/ PricewaterhouseCoopers LLP

One North Wacker

Chicago, IL 60606

September 27, 2004

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-14 of our report dated October 20, 2003, relating to the financial statements and financial highlights, which appears in the August 31, 2003 Annual Report to Shareholders of JPMorgan 100% U.S. Treasury Securities Money Market Fund and JPMorgan Prime Money Market Fund, which is also incorporated by reference into the Registration Statement. We also consent to the reference to us under the heading “Financial Highlights” in such N-14 Registration Statement.

/s/ PricewaterhouseCoopers LLP

300 Madison Avenue

New York, NY 10017

September 27, 2004