JP MORGAN SERIES TRUST
497, 1999-08-03
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<PAGE>

AUGUST 2, 1999 | PROSPECTUS
- --------------------------------------------------------------------------------
J.P. MORGAN FIXED INCOME FUNDS

Short Term Bond Fund

Bond Fund

Global Strategic Income Fund

Emerging Markets Debt Fund

Tax Exempt Bond Fund

New York Tax Exempt Bond Fund

California Bond Fund

- -------------------------------------
Seeking  high total  return or current  income by  investing  primarily in fixed
income securities.

This prospectus  contains  essential  information for anyone  investing in these
funds. Please read it carefully and keep it for reference.

As with all mutual  funds,  the fact that these shares are  registered  with the
Securities and Exchange  Commission  does not mean that the commission  approves
them or  guarantees  that the  information  in this  prospectus  is  correct  or
adequate. It is a criminal offense to state or suggest otherwise.

Distributed by Funds Distributor, Inc.


JPMorgan

<PAGE>

CONTENTS

2   | Each fund's goal, investment approach, risks, expenses, and performance

J.P. MORGAN FIXED INCOME FUNDS
J.P. Morgan Short Term Bond Fund .......................................       2
J.P. Morgan Bond Fund ..................................................       4
J.P. Morgan Global Strategic Income Fund ...............................       6
J.P. Morgan Emerging Markets Debt Fund .................................       8
J.P. Morgan Tax Exempt Bond Fund .......................................      10
J.P. Morgan New York Tax Exempt Bond Fund ..............................      12
J.P. Morgan California Bond Fund .......................................      14

16 | Principles and techniques common
     to the funds in this prospectus

FIXED INCOME MANAGEMENT APPROACH
J.P. Morgan ............................................................      16
J.P. Morgan fixed income funds .........................................      16
The spectrum of fixed income funds .....................................      16
Who may want to invest .................................................      16
Fixed income investment process ........................................      17

18 | Investing in the J.P. Morgan
     Fixed Income funds

YOUR INVESTMENT
Investing through a financial professional .............................      18
Investing through an employer-sponsored retirement plan ................      18
Investing through an IRA or rollover IRA ...............................      18
Investing directly .....................................................      18
Opening your account ...................................................      18
Adding to your account .................................................      18
Selling shares .........................................................      19
Account and transaction policies .......................................      19
Dividends and distributions ............................................      20
Tax considerations .....................................................      20

21 | More about risk and the funds'
     business operations

FUND DETAILS
Business structure .....................................................      21
Management and administration ..........................................      21
Risk and reward elements ...............................................      22
Investments ............................................................      24
Financial highlights ...................................................      26

FOR MORE INFORMATION ...........................................      back cover

<PAGE>

J.P. MORGAN SHORT TERM BOND FUND                          | TICKER SYMBOL: JPSBX
- --------------------------------------------------------------------------------
                                                   REGISTRANT: J.P. MORGAN FUNDS
                                              (J.P. MORGAN SHORT TERM BOND FUND)

[GRAPHIC OMITTED] RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's  investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED] GOAL
The fund's goal is to provide high total return,  consistent with low volatility
of principal. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The fund invests primarily in fixed income securities, including U.S. government
and agency securities, domestic and foreign corporate bonds, private placements,
asset-backed and mortgage-related securities, and money market instruments, that
it believes have the  potential to provide a high total return over time.  These
securities may be of any maturity, but under normal market conditions the fund's
duration will range between one and three years,  similar to that of the Merrill
Lynch 1-3 Year Treasury Index.  For a description of duration,  please see fixed
income investment process on page 17.

Up to 25% of assets may be invested in foreign securities, including 20% in debt
securities  denominated in foreign currencies of developed  countries.  The fund
typically hedges its non-dollar  investments  back to the U.S. dollar.  At least
90% of assets must be invested in securities that, at the time of purchase,  are
rated  investment-grade  (BBB/Baa  or  better)  or are the  unrated  equivalent,
including  at least 75% A or better.  No more than 10% of assets may be invested
in securities rated B or BB.

The fund's  share  price and total  return  will vary in  response to changes in
interest  rates.  How well the fund's  performance  compares  to that of similar
duration  fixed  income  funds  will  depend on the  success  of the  investment
process, which is described on page 17.

Although  any rise in  interest  rates is likely to cause a fall in the price of
bonds,  the fund's  comparatively  short  duration  is designed to help keep its
share price within a relatively narrow range. Because it seeks to minimize risk,
the fund will  generally  offer less  income,  and during  periods of  declining
interest  rates,  may offer  lower  total  returns  than bond funds with  longer
durations.  Because of the sensitivity of the fund's mortgage related securities
to changes in interest  rates,  the  performance and duration of the fund may be
more  volatile than if it did not hold these  securities.  The fund uses futures
contracts and other  derivatives to help manage duration,  yield curve exposure,
and credit  and spread  volatility.  To the  extent  that the fund seeks  higher
returns by investing in non-investment-grade  bonds, often called junk bonds, it
takes on additional risks, since these bonds are more sensitive to economic news
and their issuers have a less secure financial position.  To the extent the fund
invests in foreign securities, it could lose money because of foreign government
actions,  political  instability,  currency  fluctuation or lack of adequate and
accurate  information.  The fund may  engage in  active  and  frequent  trading,
leading to increased portfolio turnover and the possibility of increased capital
gains. See page 20 for further discussion on the tax treatment of capital gains.

An  investment  in the fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  You could lose money if you sell when the fund's  share  price is lower
than when you invested.

PORTFOLIO MANAGEMENT

The fund's assets are managed by

J.P. Morgan, which currently manages over $340 billion, including more than $20
billion using similar strategies as the fund.

The portfolio management team is led by Connie J. Plaehn, managing director, who
has been on the team  since the  fund's  inception  and has been at J.P.  Morgan
since 1984, William G. Tennille, vice president,  who joined the team in January
of 1994  and has  been at  J.P.  Morgan  since  1992  and  Augustus  Cheh,  vice
president,  who has been a fixed  income  portfolio  manager and  analyst  since
joining J.P. Morgan in 1994.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.


2 | J.P. MORGAN SHORT TERM BOND FUND

<PAGE>

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

PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Short Term Bond Fund.

The bar chart  indicates the risks by showing  changes in the performance of the
fund's shares from year to year for each of the last 5 calendar years.

The table  indicates the risks by showing how the fund's  average annual returns
for the past one year,  five years and life of the fund  compare to those of the
Merrill Lynch 1-3 Year Treasury Index.  This is a widely  recognized,  unmanaged
index of U.S.  Treasury  notes and bonds with  maturities of 1-3 years used as a
measure of overall short-term bond market performance.

The fund's past  performance  does not  necessarily  indicate  how the fund will
perform in the future.

Year-by-year total return (%)    Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
                       1994         1995         1996         1997         1998

20%
                                   10.58

10%
                                                 4.94         6.14         6.84
                       0.11
0%
- --------------------------------------------------------------------------------

[ ] J.P. Morgan Short Term Bond Fund

The fund's year-to-date total return as of 6/30/99 is 0.60%.

For the period  covered by this  year-by-year  total  return  chart,  the fund's
highest  quarterly  return was 3.41% (for the quarter  ended  6/30/95);  and the
lowest quarterly return was -0.54% (for the quarter ended 3/31/94).

<TABLE>
<CAPTION>
Average annual total return      Shows performance over time, for periods ended December 31, 1998
- -------------------------------------------------------------------------------------------------------------
                                                             Past 1 yr.      Past 5 yrs.      Life of fund(1)
<S>                                                             <C>             <C>                <C>
J.P. Morgan Short Term Bond Fund (after expenses)               6.84            5.67               5.48
- -------------------------------------------------------------------------------------------------------------
Merrill Lynch 1-3 Year Treasury Index (no expenses)             7.00            5.99               5.86
- -------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before  reimbursement  are shown at right. The fund has
no sales, redemption,  exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                          0.25

Marketing (12b-1) fees                   none

Other expenses                           0.77
- ---------------------------------------------
Total
operating expenses                       1.02

Fee waiver and expense
reimbursement(4)                         0.42
- ---------------------------------------------
Net expenses                             0.60


Expense  example
     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 19
months and total operating expenses thereafter and all shares sold at the end of
each time period.  The example is for comparison  only; the fund's actual return
and your actual costs may be higher or lower.

- ---------------------------------------------------------------------
                  1 yr.         3 yrs.         5 yrs.         10 yrs.
Your cost($)       61            257            497            1,186
- ---------------------------------------------------------------------

(1) The fund commenced  operations on 7/8/93 and returns reflect  performance of
    the fund from 7/31/93.
(2) The fund's fiscal year end is 10/31.
(3) The fund has a  master/feeder  structure as described on page 21. This table
    is restated to show the current fee arrangements in effect as of 8/1/98, and
    shows the fund's expenses and its share of master portfolio expenses for the
    past fiscal year using the current fees as if they had been in effect during
    the past fiscal year, before reimbursement, expressed as a percentage of the
    fund's average net assets.
(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of New
    York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the fund
    to the extent expenses exceed 0.60%(excluding extraordinary expenses) of the
    fund's average daily net assets through 2/28/01.


                                            J.P. MORGAN SHORT TERM BOND FUND | 3

<PAGE>

J.P. MORGAN BOND FUND                                     | TICKER SYMBOL: PPBDX
- --------------------------------------------------------------------------------
                                                   REGISTRANT: J.P. MORGAN FUNDS
                                                         (J.P. MORGAN BOND FUND)

[GRAPHIC OMITTED] RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's  investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED] GOAL
The fund's goal is to provide high total return consistent with moderate risk of
capital  and  maintenance  of  liquidity.  This  goal  can  be  changed  without
shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The fund invests primarily in fixed income securities, including U.S. government
and agency securities,  corporate bonds,  private  placements,  asset-backed and
mortgage-backed  securities,  that it believes  have the  potential to provide a
high total return over time. These securities may be of any maturity,  but under
normal  market  conditions  the  management  team will keep the fund's  duration
within one year of that of the  Salomon  Brothers  Broad  Investment  Grade Bond
Index  (currently about five years).  For a description of duration,  please see
fixed income investment process on page 17.

Up to 25% of assets may be invested in foreign securities, including 20% in debt
securities  denominated in foreign currencies of developed  countries.  The fund
typically hedges its non-dollar  investments  back to the U.S. dollar.  At least
75% of assets must be invested in securities that, at the time of purchase,  are
rated  investment-grade  (BBB/Baa  or  better)  or are the  unrated  equivalent,
including  at least 65% A or better.  No more than 25% of assets may be invested
in securities rated B or BB.

The fund's  share  price and total  return  will vary in  response to changes in
interest  rates.  How well the fund's  performance  compares  to that of similar
fixed income funds will depend on the success of the investment  process,  which
is described on page 17.

To  the  extent   that  the  fund  seeks   higher   returns  by   investing   in
non-investment-grade  bonds,  often  called junk bonds,  it takes on  additional
risks,  since these bonds are more  sensitive to economic news and their issuers
have a less secure financial  position.  The fund may use futures  contracts and
other derivatives to help manage duration,  yield curve exposure, and credit and
spread  volatility.  To the extent the fund  invests in foreign  securities,  it
could lose money because of foreign government actions,  political  instability,
currency fluctuation or lack of adequate and accurate information.  The fund may
engage in active and frequent trading,  leading to increased  portfolio turnover
and the  possibility  of  increased  capital  gains.  See  page  20 for  further
discussion on the tax treatment of capital gains.

An  investment  in the fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  You could lose money if you sell when the fund's  share  price is lower
than when you invested.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan,  which currently manages over $340
billion, including more than $25 billion using similar strategies as the fund.

The portfolio management team is led by William G. Tennille, vice president, who
has been at J.P. Morgan since 1992, Connie J. Plaehn, managing director, who has
been at J.P. Morgan since 1984, and John Snyder, vice president, who has been at
J.P. Morgan since 1993. Mr. Tennille and Ms. Plaehn have been on the team since
January of 1994. Mr. Snyder has been a fixed income portfolio manager since
joining J.P. Morgan.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.


4 | J.P. MORGAN BOND FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Bond Fund.

The bar chart  indicates the risks by showing  changes in the performance of the
fund's shares from year to year for each of the last 10 calendar years.

The table  indicates the risks by showing how the fund's  average annual returns
for the past  one,  five  and ten  years  and  compare  to those of the  Salomon
Brothers  Broad  Investment  Grade  Bond  Index.  This is a  widely  recognized,
unmanaged  index of U.S.  Treasury and agency  securities  and  investment-grade
mortgage  and  corporate  bonds  used  as  a  measure  of  overall  bond  market
performance.

The fund's past  performance  does not  necessarily  indicate  how the fund will
perform in the future.

<TABLE>
<CAPTION>
Year-by-year total return (%)    Shows changes in returns by calendar year(1,2)
- ---------------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
          1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

20%
                                                                     18.17
                             13.45
         10.23     10.09

10%
                                                  9.87                                   9.13
                                        6.53
                                                                                                    7.36
                                                                                3.13
0%

                                                          (2.97)


(10%)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Bond Fund

The fund's year-to-date total return as of 6/30/99 is (1.81%).

For the period  covered by this  year-by-year  total  return  chart,  the fund's
highest  quarterly  return was 6.25% (for the quarter  ended  6/30/95);  and the
lowest quarterly return was -2.39% (for the quarter ended 3/31/94).

<TABLE>
<CAPTION>
Average annual total return (%) Shows  performance  over time, for periods ended
December 31, 1998
- -------------------------------------------------------------------------------------------------------------------
                                                                   Past 1 yr.      Past 5 yrs.      Past 10 yrs.(1)
<S>                                                                   <C>             <C>                <C>
J.P. Morgan Bond Fund (after expenses)                                7.36            6.74               8.36
- -------------------------------------------------------------------------------------------------------------------
Salomon Brothers Broad Investment Grade Bond Index (no expenses)      8.72            7.30               9.31
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund are shown at right. The fund has no sales,  redemption,
exchange,  or account fees,  although some institutions may charge you a fee for
shares you buy through  them.  The annual fund  expenses are deducted  from fund
assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                          0.30

Marketing (12b-1) fees                   none

Other expenses                           0.40
- ---------------------------------------------
Total annual fund
operating expenses                       0.70
- ---------------------------------------------

Expense example
The example  below is intended to help you compare the cost of  investing in the
fund with the cost of  investing  in other mutual  funds.  The example  assumes:
$10,000  initial  investment,  5% return  each year,  total  operating  expenses
unchanged,  and all shares sold at the end of each time  period.  The example is
for  comparison  only;  the fund's  actual  return and your actual  costs may be
higher or lower.

- ---------------------------------------------------------------------
                  1 yr.         3 yrs.         5 yrs.         10 yrs.
Your cost($)       72            224            390             871
- ---------------------------------------------------------------------

(1) The fund  commenced  operations on 7/12/93.  Returns for the period  3/31/88
    through  7/31/93  reflect  performance of The Pierpont Bond Fund, the fund's
    predecessor, which commenced operations on 3/11/88.
(2) The fund's fiscal year end is 10/31.
(3) The fund has a  master/feeder  structure as described on page 21. This table
    is restated to show the current fee arrangements in effect as of 8/1/98, and
    shows the fund's expenses and its share of master portfolio expenses for the
    past  fiscal  year,  using  the  current  fees as if they had been in effect
    during the past fiscal year, before reimbursement, expressed as a percentage
    of the fund's average net assets.

                                                       J.P. MORGAN BOND FUND | 5

<PAGE>

J.P. MORGAN GLOBAL STRATEGIC
INCOME FUND
- --------------------------------------------------------------------------------
                                                   REGISTRANT: J.P. MORGAN FUNDS
                                      (J.P. MORGAN GLOBAL STRATEGIC INCOME FUND)

[GRAPHIC OMITTED] RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's  investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED] GOAL
The fund's goal is to provide high total return from a portfolio of fixed income
securities  of foreign and domestic  issuers.  This goal can be changed  without
shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The fund  invests in a wide  range of debt  securities  from the U.S.  and other
markets,   both  developed  and  emerging.   Issuers  may  include  governments,
corporations,  financial institutions,  and supranational organizations (such as
the World  Bank) that the fund  believes  have the  potential  to provide a high
total  return  over  time.  The fund may invest  directly  in  mortgages  and in
mortgage-backed  securities.  The fund's securities may be of any maturity,  but
under normal market conditions its duration will generally be similar to that of
the  Lehman  Brothers  Aggregate  Bond  Index  (currently  about four and a half
years).  For a  description  of  duration,  please see fixed  income  investment
process on page 17. At least 40% of assets must be invested in securities  that,
at the time of purchase, are rated  investment-grade  (BBB/Baa or better) or are
the unrated  equivalent.  The  balance of assets must be invested in  securities
rated B or higher at the time of purchase  (or the unrated  equivalent),  except
that the fund's emerging market  component has no minimum quality rating and may
invest without limit in securities that are in the lowest rating  categories (or
are the unrated equivalent).

The  management  team uses the  process  described  on page 17,  and also  makes
country  allocations,  based primarily on macro-economic  factors. The team uses
the  model  allocation  shown  at right as a basis  for its  sector  allocation,
although the actual allocations are adjusted  periodically  within the indicated
ranges. Within each sector, a dedicated team handles securities  selection.  The
fund typically hedges its non-dollar  investments in developed countries back to
the U.S. dollar.

The fund's  share  price and total  return  will vary in  response to changes in
global bond markets,  interest rates, and currency  exchange rates. How well the
fund's performance compares to that of similar fixed income funds will depend on
the  success  of the  investment  process.  Because of credit  and  foreign  and
emerging markets  investment risks, the fund's  performance is likely to be more
volatile  than that of most fixed  income  funds.  Foreign and  emerging  market
investment  risks include foreign  government  actions,  political  instability,
currency  fluctuations  and lack of adequate  and accurate  information.  To the
extent that the fund seeks higher  returns by investing in  non-investment-grade
bonds,  often called junk bonds, it takes on additional risks, since these bonds
are more  sensitive  to  economic  news and  their  issuers  have a less  secure
financial position. The fund's  mortgage-backed  investments involve the risk of
losses  due to  default  or to  prepayments  that  occur  earlier  or later than
expected. Some investments, including directly owned mortgages, may be illiquid.
The fund has the potential for long-term total returns that exceed those of more
traditional  bond funds,  but  investors  should also be prepared for risks that
exceed  those of more  traditional  bond funds.  The fund may engage in frequent
trading,  leading  to  increased  portfolio  turnover  and  the  possibility  of
increased capital gains. See page 20 for further discussion on the tax treatment
of capital gains.

An  investment  in the fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  You could lose money if you sell when the fund's  share  price is lower
than when you invested.

<PAGE>

MODEL SECTOR ALLOCATION

[PIE CHART GRAPHIC]

9% international
non-dollar
(range 0-25%)

35% public/private
mortgages
(range 20-45%)

13% public/private
corporates
(range 5-25%)

16% emerging
markets
(range 0-25%)

27% high yield
corporates
(range 17-37%)


PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan,  which currently manages over $340
billion, including more than $3 billion using similar strategies as the fund.

The portfolio  management team is led by Mark E. Smith,  managing director,  who
joined  J.P.  Morgan in 1994 from Allied  Signal,  Inc.  where he managed  fixed
income  portfolios and oversaw asset allocation  activities.  He has been on the
team since the fund's inception.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.


6 | J.P. MORGAN GLOBAL STRATEGIC INCOME FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Global Strategic Income Fund.

The bar chart  indicates  the risks by  showing  the  performance  of the fund's
shares during its first complete calendar year of operations.

The table  indicates the risks by showing how the fund's  average annual returns
for the  past one year  and  life of the  fund  compare  to those of the  Lehman
Brothers Aggregate Bond Index. This is a widely recognized, unmanaged index used
as a measure of overall bond market performance.

The fund's past  performance  does not  necessarily  indicate  how the fund will
perform in the future.

Total return (%)    Shows changes in returns by calendar year(1,2)
- -------------------------------------------------------------------
                                                              1998

20%


10%

                                                              2.31
0%
- -------------------------------------------------------------------


[ ] J.P. Morgan Global Strategic Income Fund

The fund's year-to-date total return as of 6/30/99 is (0.14%).

For the period covered by this total return chart, the fund's highest  quarterly
return was 3.04%  (for the  quarter  ended  3/31/98);  and the lowest  quarterly
return was -1.58% (for the quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average  annual total  return Shows  performance  over time,  for periods  ended
December 31, 1998
- -----------------------------------------------------------------------------------------------
                                                             Past 1 yr.         Life of fund(1)
<S>                                                             <C>                   <C>
J.P. Morgan Global Strategic Income Fund (after expenses)       2.31                  6.75
- -----------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index (no expenses)              8.67                 10.91
- -----------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before  reimbursement  are shown at right. The fund has
no sales, redemption,  exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                          0.45

Marketing (12b-1) fees                   none

Other expenses                           1.44
- ---------------------------------------------
Total
operating expenses                       1.89

Fee waivers and expense
reimbursement (4)                        0.89
- ---------------------------------------------
Net expenses                             1.00


Expense example
     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 19
months total  operating  expenses  thereafter  and all shares sold at the end of
each time period.  The example is for comparison  only; the fund's actual return
and your actual costs may be higher or lower.

- ---------------------------------------------------------------------
                  1 yr.         3 yrs.         5 yrs.         10 yrs.
Your cost($)       102           454            887           2,094
- ---------------------------------------------------------------------

(1) The fund commenced  operations on 11/5/97.  For the period  3/31/97  through
    11/30/97,  returns  reflect  performance  of the J.P.  Morgan  Institutional
    Global  Strategic  Income Fund (a separate feeder fund investing in the same
    master portfolio). These returns reflect lower operating expenses than those
    of the fund.  Therefore  these  returns may be higher than the fund's  would
    have been had it existed during the same period.
(2) The fund's fiscal year end is 10/31.
(3) The fund has a  master/feeder  structure as described on page 21. This table
    shows the fund's expenses and its share of master portfolio expenses for the
    fiscal period 11/5/97 (commencement of operations) through 10/31/98,  before
    reimbursement, expressed as a percentage of the fund's average net assets.
(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of New
    York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the fund
    to the extent expenses exceed 1.00%(excluding extraordinary expenses) of the
    fund's average daily net assets through 2/28/01.


                  J.P. MORGAN GLOBAL STRATEGIC INCOME FUND | 7

<PAGE>

J.P. MORGAN EMERGING
MARKETS DEBT FUND
- --------------------------------------------------------------------------------
                                                   REGISTRANT: J.P. MORGAN FUNDS
                                        (J.P. MORGAN EMERGING MARKETS DEBT FUND)

[GRAPHIC OMITTED] RISKS/RETURN SUMMARY
For a more detailed  discussion of the fund's  investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED] GOAL
The fund's goal is to provide high total return from a portfolio of fixed income
securities  of  emerging  markets  issuers.  This  goal can be  changed  without
shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The  fund  invests  primarily  in debt  securities  that it  believes  have  the
potential to provide a high total return from countries  whose economies or bond
markets are less developed.  This designation  currently includes most countries
in the world except Australia,  Canada, Hong Kong, Japan, New Zealand, the U.S.,
the United Kingdom,  and most Western European  countries.  Issuers of portfolio
securities  may  include  foreign  governments,   corporations,   and  financial
institutions.  These  securities  may be of any maturity and quality,  but under
normal market  conditions the fund's duration will generally range between three
and five years,  similar to that of the Emerging  Markets Bond Index Plus. For a
description of duration,  please see fixed income investment process on page 17.
The fund does not have any minimum  quality  rating and may invest without limit
in securities that are rated in the lowest rating categories (or are the unrated
equivalent).

In addition to the investment  process described on page 17, the management team
makes country  allocation  decisions,  based primarily on financial and economic
forecasts and other macro-economic factors.

The fund's  share  price and total  return  will vary in  response to changes in
emerging bond markets, interest rates, and currency exchange rates. How well the
fund's performance compares to that of similar fixed income funds will depend on
the success of the investment process.

Because the fund is non-diversified and may invest more than 5% of its assets in
a single issuer and its primary securities combine the risks of emerging markets
and low credit quality,  its performance is likely to be more volatile than that
of other fixed income investments. These risks and fund volatility are likely to
be compounded  when the fund  concentrates  its investments in a small number of
countries.  Emerging market investment risks include foreign government actions,
political  instability,  currency fluctuations and lack of adequate and accurate
information.  The fund may engage in active  and  frequent  trading,  leading to
increased portfolio turnover and the possibility of increased capital gains. See
page 20 for further  discussion  on the tax treatment of capital  gains.  To the
extent that the fund seeks higher  returns by investing in  non-investment-grade
bonds,  often called junk bonds, it takes on additional risks, since these bonds
are more  sensitive  to  economic  news and  their  issuers  have a less  secure
financial position. Investors should be prepared to ride out periods of negative
return.

An  investment  in the fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  You could lose money if you sell when the fund's  share  price is lower
than when you invested.

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan,  which currently manages over $340
billion, including more than $426 million using similar strategies as the fund.

The portfolio  management team is led by Michael  Cembalest,  managing director,
who has been at J.P.  Morgan from 1988 to January 1998 and since June 1998,  and
Andrew F.  Goldberg,  vice  president,  who has been at J.P.  Morgan since 1990.
Prior to joining the portfolio  management  team, Mr.  Cembalest was responsible
for sovereign debt analysis in the emerging markets group.  From January 1998 to
June 1998, Mr. Cembalest was a portfolio manager at Morgan Stanley.  Previously,
Mr. Goldberg oversaw the capital research group's research into fixed income and
derivatives markets.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.


8 | J.P. MORGAN EMERGING MARKETS DEBT FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Emerging Markets Debt Fund.

The bar chart  indicates  the risks by  showing  the  performance  of the fund's
shares during it's first complete calendar year of operations.

The table  indicates the risks by showing how the fund's  average annual returns
for the past year and life of fund compare to those of the Emerging Markets Bond
Index Plus.  This is an  unmanaged  index which tracks total return for external
currency-denominated    debt   (Brady   bonds,   loans,   Eurobonds   and   U.S.
dollar-denominated market instruments) in emerging markets.

The fund's past  performance  does not  necessarily  indicate  how the fund will
perform in the future.

Total return (%)    Shows changes in returns by calendar year(1,2)
- ---------------------------------------------------------------------
                                                               1998

10%


0%
                                                             (15.93)

(10%)


(20%)
- ---------------------------------------------------------------------

[ ] J.P. Morgan Emerging Market Debt Fund

For the period covered by this total return chart, the fund's highest  quarterly
return was 9.50%  (for the  quarter  ended  12/31/98)  and the lowest  quarterly
return was -21.73% (for the quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average  annual total return (%) Shows  performance  over time, for period ended
December 31, 1998
- --------------------------------------------------------------------------------------------------
                                                             Past 1 yr.            Life of fund(1)
<S>                                                           <C>                       <C>
J.P. Morgan Emerging Market Debt Fund (after expenses)        (15.93)                   (8.04)
- --------------------------------------------------------------------------------------------------
Emerging Markets Bond Index Plus (no expenses)                (14.35)                   (4.08)
- --------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before  reimbursement  are shown at right. The fund has
no sales, redemption,  exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                          0.70

Marketing (12b-1) fees                   none

Other expenses                           1.39
- ---------------------------------------------
Total
operating expenses                       2.09

Fee waivers and expense
reimbursement(4)                         0.84
- ---------------------------------------------
Net expenses                             1.25


Expense example

     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 16
months and total operating expenses thereafter and all shares sold at the end of
each time period.  The example is for comparison  only; the fund's actual return
and your actual costs may be higher or lower.

- ---------------------------------------------------------------------
                  1 yr.         3 yrs.         5 yrs.         10 yrs.
Your cost($)       127           545           1,019           2,330
- ---------------------------------------------------------------------

(1) The fund commenced  operations on 4/17/97 and returns reflect performance of
    the fund from 4/30/97.
(2) The fund's fiscal year end is 12/31.
(3) The fund has a  master/feeder  structure as described on page 21. This table
    shows the fund's expenses and its share of master portfolio expenses for the
    past fiscal year before reimbursement,  expressed as a percentage of average
    net assets.
(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of New
    York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the fund
    to the extent expenses exceed 1.25%(excluding extraordinary expenses) of the
    fund's average daily net assets through 11/28/00.

                   J.P. MORGAN EMERGING MARKETS DEBT FUND | 9

<PAGE>

J.P. MORGAN TAX EXEMPT
BOND FUND                                                 | TICKER SYMBOL: PPTBX
- --------------------------------------------------------------------------------
                                                   REGISTRANT: J.P. MORGAN FUNDS
                                              (J.P. MORGAN TAX EXEMPT BOND FUND)

[GRAPHIC OMITTED] RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's  investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED] GOAL
The fund's goal is to provide a high level of current income that is exempt from
federal  income tax consistent  with moderate risk of capital.  This goal can be
changed without shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The fund invests primarily in high quality municipal securities that it believes
have the  potential  to provide  high  current  income that is free from federal
personal income tax. While the fund's goal is high tax-exempt  income,  the fund
may invest to a limited extent in taxable securities, including U.S. government,
government  agency,  corporate,  or  taxable  municipal  securities.  The fund's
securities may be of any maturity, but under normal market conditions the fund's
duration will generally  range between four and seven years,  similar to that of
the Lehman Brothers 1-16 Year Municipal Bond Index (currently 5.4 years).  For a
description of duration,  please see fixed income investment process on page 17.
At least 90% of assets  must be  invested  in  securities  that,  at the time of
purchase,  are rated  investment-grade  (BBB/Baa  or better) or are the  unrated
equivalent.  No more than 10% of assets may be invested in securities rated B or
BB.

The fund's  share  price and total  return  will vary in  response to changes in
interest  rates.  How well the fund's  performance  compares  to that of similar
tax-exempt funds will depend on the success of the investment process,  which is
described on page 17.

Investors  should be prepared for higher share price  volatility than from a tax
exempt fund of shorter duration.  The fund's  performance could also be affected
by market  reaction to  proposed  tax  legislation.  To the extent that the fund
seeks higher returns by investing in  non-investment-grade  bonds,  often called
junk bonds, it takes on additional  risks,  since these bonds are more sensitive
to economic news and their issuers have a less secure financial position.

An  investment  in the fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  You could lose money if you sell when the fund's  share  price is lower
than when you invested.

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan,  which currently manages over $340
billion, including more than $5 billion using similar strategies as the fund.

The portfolio management team is led by Robert W. Meiselas, vice president,  who
joined  the team in June of 1997 and has been at J.P.  Morgan  since  1987,  and
Benjamin Thompson, vice president, who joined the team in June of 1999. Prior to
joining J.P. Morgan, Mr. Thompson was a senior fixed income portfolio manager at
Goldman Sachs.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.


10 | J.P. MORGAN TAX EXEMPT BOND FUND

<PAGE>

PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Tax Exempt Bond Fund.

The bar chart  indicates the risks by showing  changes in the performance of the
fund's shares from year to year for each of the fund's last 10 calendar years.

The table  indicates the risks by showing how the fund's  average annual returns
for the past one,  five and ten years  compare to those of the  Lehman  Brothers
1-16 Year Municipal Bond Index. This is a widely recognized,  unmanaged index of
general  obligation  and revenue  bonds with  maturities of 1-16 years used as a
measure of overall tax-exempt bond market performance.

The fund's past  performance  does not  necessarily  indicate  how the fund will
perform in the future.

<TABLE>
<CAPTION>
Year-by-year total return (%)    Shows changes in returns by calendar year(1,2)
- ---------------------------------------------------------------------------------------------------------
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
          1989      1990      1991      1992      1993      1994      1995      1996      1997      1998

20%

                                                                     13.40
                             10.92

10%
          8.25                                    9.58
                                       7.47                                               7.42
                    6.87
                                                                                                    5.47
                                                                                3.54
0%
                                                          (2.70)



(10%)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Tax Exempt Bond Fund

The fund's year-to-date total return as of 6/30/99 is (1.25%).

For the period  covered by this  year-by-year  total  return  chart,  the fund's
highest  quarterly  return was 5.09% (for the quarter  ended  3/30/95);  and the
lowest quarterly return was -3.08% (for the quarter ended 3/31/94).

<TABLE>
<CAPTION>
Average annual total return (%) Shows  performance  over time, for periods ended
December 31, 1998
- -------------------------------------------------------------------------------------------------------------------
                                                                   Past 1 yr.      Past 5 yrs.      Past 10 yrs.(1)
<S>                                                                   <C>             <C>                <C>
J.P. Morgan Tax Exempt Bond Fund (after expenses)                     5.47            5.30               6.94
- -------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses)          6.25            5.86                N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund are shown at right. The fund has no sales,  redemption,
exchange,  or account fees,  although some institutions may charge you a fee for
shares you buy through  them.  The annual fund  expenses are deducted  from fund
assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                          0.30

Marketing (12b-1) fees                   none

Other expenses                           0.39
- ---------------------------------------------
Total annual fund
operating expenses                       0.69
- ---------------------------------------------

Expense example

The example  below is intended to help you compare the cost of  investing in the
fund with the cost of  investing  in other mutual  funds.  The example  assumes:
$10,000  initial  investment,  5% return  each year,  total  operating  expenses
unchanged,  and all shares sold at the end of each time  period.  The example is
for  comparison  only;  the fund's  actual  return and your actual  costs may be
higher or lower.

- ---------------------------------------------------------------------
                  1 yr.         3 yrs.         5 yrs.         10 yrs.
Your cost($)       71            221            384             859
- ---------------------------------------------------------------------

(1) The fund  commenced  operations on 7/12/93.  For the period  1/1/88  through
    7/31/93  returns  reflect  performance of The Pierpont Tax Exempt Bond Fund,
    the predecessor of the fund, which commenced operations on 10/3/84.
(2) The fund's fiscal year end is 8/31.
(3) The fund has a  master/feeder  structure as described on page 21. This table
    is restated to show the current fee arrangements in effect as of 8/1/98, and
    shows the fund's expenses and its share of master portfolio expenses for the
    past fiscal year using the current fees as if they had been in effect during
    the past fiscal year,  expressed as a percentage  of the fund's  average net
    assets.


                                           J.P. MORGAN TAX EXEMPT BOND FUND | 11

<PAGE>

J.P. MORGAN NEW YORK
TAX EXEMPT BOND FUND                                      | TICKER SYMBOL: PPNYX
- --------------------------------------------------------------------------------
                                                   REGISTRANT: J.P. MORGAN FUNDS
                                     (J.P. MORGAN NEW YORK TAX EXEMPT BOND FUND)

[GRAPHIC OMITTED] RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's  investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED] GOAL
The fund's  goal is to  provide a high  level of tax exempt  income for New York
residents  consistent  with moderate  risk of capital.  This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The fund invests  primarily in New York  municipal  securities  that it believes
have the  potential to provide high current  income which is free from  federal,
state, and New York City personal income taxes for New York residents.  The fund
may  also  invest  to  a  limited  extent  in  securities  of  other  states  or
territories.  To the extent that the fund  invests in  municipal  securities  of
other  states,  the  income  from such  securities  would be free  from  federal
personal  income taxes for New York  residents  but would be subject to New York
state and New York City personal income taxes.  For non-New York residents,  the
income from New York municipal  securities is free from federal  personal income
taxes  only.  The  fund  may also  invest  in  taxable  securities.  The  fund's
securities may be of any maturity, but under normal market conditions the fund's
duration will generally range between three and seven years,  similar to that of
the Lehman Brothers 1-16 Year Municipal Bond Index (currently 5.4 years).  For a
description of duration,  please see fixed income investment process on page 17.
At least 90% of assets  must be  invested  in  securities  that,  at the time of
purchase,  are rated  investment-grade  (BBB/Baa  or better) or are the  unrated
equivalent.  No more than 10% of assets may be invested in securities rated B or
BB.

The fund's  share  price and total  return  will vary in  response to changes in
interest  rates.  How well the fund's  performance  compares  to that of similar
fixed income funds will depend on the success of the investment  process,  which
is described on page 17. Because most of the fund's  investments  will typically
be from issuers in the State of New York,  its  performance  will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer,  which
could further  concentrate  its risks.  To the extent that the fund seeks higher
returns by investing in non-investment-grade  bonds, often called junk bonds, it
takes on additional risks, since these bonds are more sensitive to economic news
and their issuers have a less secure financial condition.

An  investment  in the fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  You could lose money if you sell when the fund's  share  price is lower
than when you invested.

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan,  which currently manages over $340
billion, including more than $5 billion using similar strategies as the fund.

The portfolio management team is led by Robert W. Meiselas, vice president,  who
joined  the team in June of 1997 and has been at J.P.  Morgan  since  1987,  and
Benjamin Thompson, vice president, who joined the team in June of 1999. Prior to
joining J.P. Morgan, Mr. Thompson was a senior fixed income portfolio manager at
Goldman Sachs.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.


12 | J.P. MORGAN NEW YORK TAX EXEMPT BOND FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table  shown below  provide  some  indication  of the risks of
investing in J.P. Morgan New York Tax Exempt Bond Fund.

The bar chart  indicates the risks by showing  changes in the performance of the
fund's shares from year to year for each of the last 4 calendar years.

The table  indicates the risks by showing how the fund's  average annual returns
for the  past  year  and the life of the  fund  compare  to those of the  Lehman
Brothers 1-16 Year Municipal Bond Index. This is a widely recognized,  unmanaged
index of general obligation and revenue bonds with maturities of 1-16 years used
as a measure of overall tax-exempt bond market performance.

The fund's past  performance  does not  necessarily  indicate  how the fund will
perform in the future.

Year-by-year total return (%)    Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
                                              1995      1996      1997      1998

20%


                                             13.03

10%

                                                                  7.41
                                                        3.96                5.39

0%
- --------------------------------------------------------------------------------

[ ] J.P. Morgan New York Tax Exempt Bond Fund

The fund's year-to-date total return as of 6/30/99 is (1.26%).

For the period  covered by this  year-by-year  total  return  chart,  the fund's
highest  quarterly  return was 4.80% (for the  quarter  ended  3/31/95)  and the
lowest quarterly return was -0.65% (for the quarter ended 3/31/96).

<TABLE>
<CAPTION>
Average annual total return (%) Shows  performance  over time, for periods ended
December 31, 1998
- ---------------------------------------------------------------------------------------------------
                                                             Past 1 yr.            Life of fund(1)
<S>                                                           <C>                       <C>
J.P. Morgan New York Tax Exempt Bond Fund (after expenses)      5.39                    6.36
- ---------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses)    6.25                    7.07
- ---------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before  reimbursement  are shown at right. The fund has
no sales, redemption,  exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                          0.30

Marketing (12b-1) fees                   none

Other expenses                           0.46
- ---------------------------------------------
Total
operating expenses                       0.76

Fee waivers and expense
reimbursement(4)                         0.06
- ---------------------------------------------
Net expenses                             0.70


Expense example

     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 16
months and total operating expenses thereafter and all shares sold at the end of
each time period.  The example is for comparison  only; the fund's actual return
and your actual costs may be higher or lower.

- ---------------------------------------------------------------------
                  1 yr.         3 yrs.         5 yrs.         10 yrs.
Your cost($)       72            235            414             935
- ---------------------------------------------------------------------


(1) The fund commenced  operations on 4/11/94 and returns reflect performance of
    the fund from 4/30/94.
(2) The fund's fiscal year end is 7/31.
(3) The fund has a  master/feeder  structure as described on page 21. This table
    is restated to show the current fee arrangements in effect as of 8/1/98, and
    shows the fund's expenses and its share of master portfolio expenses for the
    past fiscal year using the current fees as if they had been in effect during
    the past fiscal year, before reimbursement, expressed as a percentage of the
    fund's average net assets.
(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of New
    York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the fund
    to the extent expenses exceed 0.70% (excluding extraordinary expenses) of
    the fund's average daily net assets through 11/28/00.


                 J.P. MORGAN NEW YORK TAX EXEMPT BOND FUND | 13

<PAGE>

J.P. MORGAN CALIFORNIA
BOND FUND
- --------------------------------------------------------------------------------
                                            REGISTRANT: J.P. MORGAN SERIES TRUST
                               (J.P. MORGAN CALIFORNIA BOND FUND: SELECT SHARES)

[GRAPHIC OMITTED] RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's  investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED] GOAL
The fund's  goal is to  provide  high  after-tax  total  return  for  California
residents  consistent  with moderate  risk of capital.  This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The fund invests primarily in California  municipal  securities that it believes
have the potential to provide high current income which is free from federal and
state personal income taxes for California residents. Because the fund's goal is
high after-tax  total return rather than high  tax-exempt  income,  the fund may
invest to a limited extent in securities of other states or territories.  To the
extent that the fund invests in municipal securities of other states, the income
from  such  securities  would be free from  federal  personal  income  taxes for
California  residents but would be subject to California  state personal  income
taxes.  For  non-California  residents,  the income  from  California  municipal
securities is free from federal  personal  income taxes only.  The fund may also
invest in taxable securities.  The fund's securities may be of any maturity, but
under normal market  conditions the fund's duration will generally range between
three and ten years,  similar to that of the Lehman Brothers 1-16 Year Municipal
Bond Index  (currently  5.4 years).  For a description  of duration,  please see
fixed  income  investment  process  on page 17. At least  90% of assets  must be
invested in securities that, at the time of purchase, are rated investment-grade
(BBB/Baa  or better) or are the unrated  equivalent.  No more than 10% of assets
may be invested in securities rated B or BB.

The fund's  share  price and total  return  will vary in  response to changes in
interest  rates.  How well the fund's  performance  compares  to that of similar
fixed income funds will depend on the success of the investment  process,  which
is described on page 17. Because most of the fund's  investments  will typically
be from issuers in the State of California,  its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer,  which
could further  concentrate  its risks.  To the extent that the fund seeks higher
returns by investing in non-investment-grade  bonds, often called junk bonds, it
takes on additional  risks,  because these bonds are more  sensitive to economic
news and their issuers have a less secure financial condition.

An  investment  in the fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  You could lose money if you sell when the fund's  share  price is lower
than when you invested.

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan,  which currently manages over $340
billion, including more than $5 billion using similar strategies as the fund.

The portfolio management team is led by Robert W. Meiselas, vice president,  who
joined  the team in June of 1997 and has been at J.P.  Morgan  since  1987,  and
Benjamin Thompson, vice president, who joined the team in June of 1999. Prior to
joining J.P. Morgan, Mr. Thompson was a senior fixed income portfolio manager at
Goldman Sachs.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.


14 | J.P. MORGAN CALIFORNIA BOND FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan California Bond Fund.

The bar chart  indicates the risks by showing  changes in the performance of the
fund's shares from year to year for each of the last 2 calendar years.

The table  indicates the risks by showing how the fund's  average annual returns
for the past year compare to those of the Lehman  Brothers  1-16 Year  Municipal
Bond Index. This is a widely  recognized,  unmanaged index of general obligation
and  revenue  bonds with  maturities  of 1-16 years used as a measure of overall
tax-exempt bond market performance.

Total return (%)    Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
                                                                  1997      1998

10%

                                                                  7.72

                                                                            5.48
5%




0%
- --------------------------------------------------------------------------------

[ ] J.P. Morgan California Bond Fund: Select Shares(1) (a separate class of
shares)

The fund's year-to-date total return as of 6/30/99 is (1.29%).

For the period covered by this total return chart, the fund's highest  quarterly
return was 3.46% (for the quarter ended 9/30/98) and the lowest quarterly return
was -0.34% (for the quarter ended 3/31/97).

<TABLE>
<CAPTION>
Average  annual total return (%) Shows  performance  over time, for period ended
December 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Past 1 yr.
Life of fund(1)
<S>
<C>                 <C>
J.P. Morgan California Bond Fund: Select Shares (a separate class of shares) (after expenses)
5.48              6.54
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses)
6.25              7.11
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before  reimbursement  are shown at right. The fund has
no sales, redemption,  exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.

Annual fund operating expenses(3)(%)
(expenses that are deducted from fund assets)

Management fees                          0.30

Marketing (12b-1) fees                   none

Other expenses(4)                        0.57
- ---------------------------------------------
Total annual fund
operating expenses(4)                    0.87
- ---------------------------------------------


Expense example
The example  below is intended to help you compare the cost of  investing in the
fund with the cost of  investing  in other mutual  funds.  The example  assumes:
$10,000  initial  investment,  5% return  each year,  total  operating  expenses
(before  reimbursement)  unchanged,  and all shares sold at the end of each time
period.  The example is for  comparison  only; the fund's actual return and your
actual costs may be higher or lower.

- ---------------------------------------------------------------------
                  1 yr.         3 yrs.         5 yrs.         10 yrs.
Your cost($)       89            278            482            1,073
- ---------------------------------------------------------------------

(1) The fund commenced  operations on 4/21/97 and returns reflect performance of
    J.P. Morgan California Bond Fund:  Institutional Shares (a separate class of
    shares)  from  12/31/96  through  12/31/97.  Performance  during this period
    reflects  operating  expenses which are 0.20% of net assets lower than those
    of the fund.  Accordingly,  performance returns for the fund would have been
    lower if an  investment  had  been  made in the fund  during  the same  time
    period.
(2) The fund's fiscal year end is 4/30.
(3) This table shows  expenses  for the past  fiscal year before  reimbursement,
    expressed as a percentage of average net assets.
(4) After  reimbursement,  other expenses and total operating expenses are 0.35%
    and 0.65%,  respectively.  This reimbursement  arrangement can be changed or
    terminated at any time at the option of J.P. Morgan.


                                           J.P. MORGAN CALIFORNIA BOND FUND | 15

<PAGE>

FIXED INCOME MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined  investment
strategies,  J.P. Morgan is the asset management  choice for many of the world's
most  respected   corporations,   financial   institutions,   governments,   and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around  the world and has more than $340  billion  in assets  under  management,
including  assets  managed  by  the  funds'  advisor,   J.P.  Morgan  Investment
Management Inc.

J.P. MORGAN FIXED INCOME FUNDS

These funds invest primarily in bonds and other fixed income securities, either
directly or through a master portfolio (another fund with the same goal). The
funds seek high total return or high current income.

While each fund  follows its own  strategy,  the funds as a group share a single
investment  philosophy.  This  philosophy,  developed  by  the  funds'  advisor,
emphasizes the potential for consistently  enhancing  performance while managing
risk.

THE SPECTRUM OF FIXED INCOME FUNDS

The funds described in this prospectus  pursue different goals and offer varying
degrees of risk and  potential  reward.  The table  below  shows  degrees of the
relative  risk and return that these funds  potentially  offer.  These and other
distinguishing  features  of  each  fixed  income  fund  were  described  on the
preceding pages. Differences among these funds include:

o the types of securities they hold

o the tax status of the income they offer

o the relative emphasis on current income versus total return


Potential risk and return


  ------------------------------------------------------------------------------
 R   Emerging Markets Debt Fund -------------------------------------------- o
 e                                                                           |
 t                                                                           |
 u   Global Strategic Income Fund -------------------------------------o     |
 r                                                                     |     |
 n                                                                     |     |
     New York Tax Exempt Bond Fund* --------------------------- oo     |     |
(a   California Bond Fund*                                      |      |     |
 f                                                              |      |     |
 t                                                              |      |     |
 e   Tax Exempt Bond Fund* --------------------------- o        |      |     |
 r                                                     |        |      |     |
                                                       |        |      |     |
 t   Bond Fund ------------------------------- o       |        |      |     |
 a                                             |       |        |      |     |
 x                                             |       |        |      |     |
 e   Short Term Bond Fund ------------ o       |       |        |      |     |
 s)                                    |       |       |        |      |     |
                                       |       |       |        |      |     |
     --------------------------------------------------------------------------
                                        Risk


The positions of the funds in this graph  reflect  long-term  performance  goals
only, and are relative, not absolute.

* Based on tax-equivalent returns for an investor in the highest income tax
  bracket.


<PAGE>

- --------------------------------------------------------------------------------
Who May Want to Invest


The funds are designed for investors who:

o want to add an income investment to further diversify a portfolio

o want an investment  whose  risk/return  potential is higher than that of money
  market funds but generally less than that of stock funds

o want an investment that pays monthly dividends

o with  regard to the Tax Exempt Bond Fund,  are  seeking  income that is exempt
  from federal personal income tax

o with regard to the  state-specific  funds,  are seeking  income that is exempt
  from federal,  state,  and local (if applicable)  personal income taxes in New
  York or California


The funds are not designed for investors who:

o are investing for aggressive long-term growth

o require stability of principal

o with regard to the Global Strategic Income or Emerging Markets Debt funds, are
  not  prepared  to accept a higher  degree of risk than most  traditional  bond
  funds

o with regard to the federal or state tax-exempt  funds, are investing through a
  tax-deferred account such as an IRA


16 | FIXED INCOME MANAGEMENT APPROACH

<PAGE>

FIXED INCOME INVESTMENT PROCESS
J.P. Morgan seeks to generate an information  advantage through the depth of its
global  fixed-income  research and the sophistication of its analytical systems.
Using a  team-oriented  approach,  J.P. Morgan seeks to gain insights in a broad
range of distinct areas, and when consistent with a fund's investment  approach,
takes positions in many different areas,  helping the funds to limit exposure to
concentrated sources of risk.

In managing  the funds  described  in this  prospectus,  J.P.  Morgan  employs a
three-step  process that combines sector  allocation,  fundamental  research for
identifying portfolio securities, and duration management.

[GRAPHIC OMITTED]
The funds invest across a range of
different types of securities

Sector  allocation  The sector  allocation  team meets  monthly,  analyzing  the
fundamentals  of a broad range of sectors in which a fund may  invest.  The team
seeks to enhance  performance and manage risk by underweighting or overweighting
sectors.

[GRAPHIC OMITTED]
Each fund makes its portfolio decisions
as described earlier in this prospectus

Security selection Relying on the insights of different  specialists,  including
credit analysts,  quantitative researchers,  and dedicated fixed income traders,
the portfolio managers make buy and sell decisions according to each fund's goal
and strategy.

[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process
to control each fund's sensitivity
to interest rates

Duration  management  Forecasting  teams use  fundamental  economic  factors  to
develop strategic  forecasts of the direction of interest rates.  Based on these
forecasts,   strategists   establish  each  fund's  target  duration,  a  common
measurement  of  a  security's  sensitivity  to  interest  rate  movements.  For
securities owned by a fund, duration measures the average time needed to receive
the present value of all principal and interest payments by analyzing cash flows
and interest  rate  movements.  A fund's  duration is  generally  shorter than a
fund's  average  maturity  because the maturity of a security  only measures the
time until final payment is due. Each fund's target duration  typically  remains
relatively close to the duration of the market as a whole, as represented by the
fund's  benchmark.  The strategists  closely monitor the funds and make tactical
adjustments as necessary.

                                           FIXED INCOME MANAGEMENT APPROACH | 17

<PAGE>

YOUR INVESTMENT
- --------------------------------------------------------------------------------

For your convenience,  the J.P. Morgan Funds offer several ways to start and add
to fund investments.

INVESTING THROUGH A FINANCIAL PROFESSIONAL
If you work with a financial  professional,  either at J.P. Morgan or elsewhere,
he or she is  prepared to handle  your  planning  and  transaction  needs.  Your
financial  professional  will be able to assist  you in  establishing  your fund
account,  executing transactions,  and monitoring your investment.  If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly.

INVESTING  THROUGH AN  EMPLOYER-SPONSORED  RETIREMENT PLAN Your fund investments
are handled  through  your plan.  Refer to your plan  materials  or contact your
benefits office for information on buying, selling, or exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA
Please contact a J.P. Morgan  Retirement  Services  Specialist at 1-888-576-4472
for information on J.P.  Morgan's  comprehensive  IRA services,  including lower
minimum investments.

INVESTING DIRECTLY
Investors may establish  accounts  without the help of an  intermediary by using
the instructions below and at right:

o    Choose a fund (or funds) and  determine the amount you are  investing.  The
     minimum  amount  for  initial  investments  in a fund  is  $2,500  and  for
     additional  investments $500,  although these minimums may be less for some
     investors.   For   more   information   on   minimum   investments,    call
     1-800-521-5411.

o    Complete the  application,  indicating how much of your investment you want
     to allocate to which fund(s).  Please apply now for any account  privileges
     you may want to use in the future,  in order to avoid the delays associated
     with adding them later on.

o Mail in your application, making your initial investment as shown at right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-521-5411.

<PAGE>

OPENING YOUR ACCOUNT

By wire

o Mail your completed application to the Shareholder Services Agent.

o    Call the  Shareholder  Services  Agent to obtain an  account  number and to
     place a purchase order.  Funds that are wired without a purchase order will
     be returned uninvested.

o    After placing your purchase order, instruct your bank to wire the amount of
     your investment to:

     State Street Bank & Trust Company
     Routing number: 011-000-028
     Credit: J.P. Morgan Funds
     Account number: 9904-226-9
     FFC: your account number, name of registered owner(s) and fund name

By check

o    Make out a check for the investment amount payable to J.P. Morgan Funds.

o Mail the check with your completed application to the Transfer Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

o    Call the Shareholder  Services Agent to place a purchase order.  Funds that
     are wired without a purchase order will be returned uninvested.

o    Once you have placed your  purchase  order,  instruct your bank to wire the
     amount of your investment as described above.

By check

o    Make out a check for the investment amount payable to J.P. Morgan Funds.

o    Mail the check with a completed  investment  slip to the Transfer Agent. If
     you do not have an investment  slip,  attach a note indicating your account
     number and how much you wish to invest in which fund(s).

By exchange

o Call the Shareholder Services Agent to effect an exchange.


18 | YOUR INVESTMENT

<PAGE>

- --------------------------------------------------------------------------------
SELLING SHARES

By phone -- wire payment

o    Call the  Shareholder  Services  Agent to verify  that the wire  redemption
     privilege is in place on your account.  If it is not, a representative  can
     help you add it.

o    Place your wire  request.  If you are  transferring  money to a  non-Morgan
     account,  you will need to provide  the  representative  with the  personal
     identification  number  (PIN) that was provided to you when you opened your
     fund account.

By phone -- check payment

o    Call the  Shareholder  Services  Agent and place  your  request.  Once your
     request  has been  verified,  a check for the net  amount,  payable  to the
     registered  owner(s),  will be mailed to the address of record.  For checks
     payable to any other party or mailed to any other address, please make your
     request in writing (see below).

In writing

o    Write a letter of instruction that includes the following information:  The
     name of the registered  owner(s) of the account;  the account  number;  the
     fund  name;  the  amount  you want to sell;  and the  recipient's  name and
     address  or wire  information,  if  different  from  those  of the  account
     registration.

o Indicate whether you want the proceeds sent by check or by wire.

o    Make sure the  letter is signed by an  authorized  party.  The  Shareholder
     Services  Agent may  require  additional  information,  such as a signature
     guarantee.

o    Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption In Kind

o    Each  fund  reserves  the right to make  redemptions  of over  $250,000  in
     securities rather than in cash.

<PAGE>

ACCOUNT AND TRANSACTION POLICIES

Telephone  orders The funds accept telephone  orders from all  shareholders.  To
guard against fraud, the funds require shareholders to use a PIN, and may record
telephone orders or take other reasonable  precautions.  However, if a fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges  You may  exchange  shares in these funds for shares in any other J.P.
Morgan or J.P.  Morgan  Institutional  mutual fund at no charge  (subject to the
securities  laws of your  state).  When making  exchanges,  it is  important  to
observe any applicable minimums.  Keep in mind that for tax purposes an exchange
is considered a sale.

A fund may alter, limit, or suspend its exchange policy at any time.

Business hours and NAV  calculations  The funds' regular business days and hours
are  the  same as  those  of the New  York  Stock  Exchange  (NYSE).  Each  fund
calculates  its net asset  value per share (NAV)  every  business  day as of the
close of trading on the NYSE  (normally  4:00 p.m.  eastern  time).  Each fund's
securities are typically  priced using pricing  services or market quotes.  When
these methods are not  available or do not  represent a security's  value at the
time of pricing (e.g. when an event occurs after the close of trading that would
materially impact a security's value), the security is valued in accordance with
the fund's fair valuation procedures.

Timing  of orders  Orders to buy or sell  shares  are  executed  at the next NAV
calculated  after the order has been  accepted.  Orders are  accepted  until the
close of trading on the NYSE every  business  day and are executed the same day,
at that day's NAV. A fund has the right to suspend  redemption  of shares and to
postpone payment of proceeds for up to seven days or as permitted by law.

- --------------------------------------------------------------------------------
Transfer Agent                            Shareholder Services Agent
State Street Bank and Trust Company       J.P. Morgan Funds Services
P.O. Box 8411                             522 Fifth Avenue
Boston, MA 02266-8411                     New York, NY 10036
Attention: J.P. Morgan Funds Services     1-800-521-5411

                       Representatives are available 8:00
                     a.m. to 5:00 p.m. eastern time on fund
                                 business days.


                                                            YOUR INVESTMENT | 19

<PAGE>

Timing of settlements  When you buy shares,  you will become the owner of record
when a fund receives your payment,  generally the day following execution.  When
you sell shares,  proceeds are generally  available the day following  execution
and will be forwarded according to your instructions.

When you sell shares that you recently  purchased  by check,  your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

Statements  and reports The funds send  monthly  account  statements  as well as
confirmations  after each  purchase  or sale of shares  (except  reinvestments).
Every six months each fund sends out an annual or semi-annual  report containing
information  on its holdings and a discussion of recent and  anticipated  market
conditions and fund performance.

Accounts  with  below-minimum  balances If your account  balance falls below the
minimum  for 30  days  as a  result  of  selling  shares  (and  not  because  of
performance),  each fund  reserves the right to request that you buy more shares
or close your  account.  If your  account  balance is still below the minimum 60
days after notification,  each fund reserves the right to close out your account
and send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS
Income dividends are typically declared daily and paid monthly. If an investor's
shares are redeemed during the month, accrued but unpaid dividends are paid with
the redemption proceeds. Shares of a fund earn dividends on the business day the
purchase is effective,  but not on the business day the redemption is effective.
Each fund distributes  capital gains, if any, once a year.  However,  a fund may
make more or fewer payments in a given year, depending on its investment results
and its tax  compliance  situation.  Each  fund's  dividends  and  distributions
consist of most or all of its net  investment  income and net  realized  capital
gains.

Dividends  and   distributions   are  reinvested  in  additional   fund  shares.
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check,  credited to a separate account,  or
invested in another J.P. Morgan Fund.

<PAGE>

TAX CONSIDERATIONS
In general,  selling  shares,  exchanging  shares,  and receiving  distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities for taxable accounts:

- --------------------------------------------------------------------------------
Transaction                           Tax status

Income dividends from the             Exempt from federal, state,
New York Tax Exempt Bond              and New York City personal
Fund                                  income taxes for New York
                                      residents only

Income dividends from the             Exempt from federal and state
California Bond Fund                  personal income taxes for
                                      California residents only

Income dividends from the             Exempt from federal personal
Tax Exempt Bond Fund                  income taxes

Income dividends from                 Ordinary income
all other funds

Short-term capital gains              Ordinary income
distributions

Long-term capital gains               Capital gains
distributions

Sales or exchanges of                 Capital gains or
shares owned for more                 losses
than one year

Sales or exchanges of                 Gains are treated as ordinary
shares owned for one year             income; losses are subject
or less                               to special rules
- --------------------------------------------------------------------------------

Because  long-term  capital  gains  distributions  are taxable as capital  gains
regardless of how long you have owned your shares,  you may want to avoid making
a  substantial  investment  when a fund is about to declare a long-term  capital
gains  distribution.  A portion of the Tax Exempt Bond, New York Tax Exempt Bond
and California  Bond funds' returns may be subject to federal,  state,  or local
tax,  or the  alternative  minimum  tax.  Every  January,  each fund  issues tax
information on its  distributions for the previous year. Any investor for whom a
fund does not have a valid  taxpayer  identification  number  will be subject to
backup withholding for taxes. The tax  considerations  described in this section
do not apply to tax-deferred  accounts or other  non-taxable  entities.  Because
each  investor's  tax  circumstances   are  unique,   please  consult  your  tax
professional about your fund investment.


20 | YOUR INVESTMENT

<PAGE>

FUND DETAILS
- --------------------------------------------------------------------------------

BUSINESS STRUCTURE
As noted  earlier,  each fund (except the  California  Bond Fund) is a series of
J.P.  Morgan Funds, a  Massachusetts  business  trust,  and a "feeder" fund that
invests in a master portfolio. (Except where indicated, this prospectus uses the
term  "the  fund"  to mean  the  feeder  fund  and its  master  portfolio  taken
together.)

Each master portfolio  accepts  investments from other feeder funds, and all the
feeders of a given master portfolio bear the portfolio's  expenses in proportion
to their  assets.  However,  each feeder can set its own  transaction  minimums,
fund-specific  expenses and other  conditions.  This means that one feeder could
offer access to the same master  portfolio on more  attractive  terms,  or could
experience  better  performance,  than another feeder.  Information  about other
feeders  is  available  by  calling  1-800-521-5411.  Generally,  when a  master
portfolio seeks a vote, each of its feeder funds will hold a shareholder meeting
and cast its vote  proportionately,  as  instructed  by its  shareholders.  Fund
shareholders  are  entitled  to one full or  fractional  vote for each dollar or
fraction of a dollar invested.

Each feeder fund and its master portfolio expect to maintain  consistent  goals,
but if they do not,  the feeder fund will  withdraw  from the master  portfolio,
receiving its assets either in cash or securities.  Each feeder fund's  trustees
would then consider whether it should hire its own investment adviser, invest in
a different master portfolio, or take other action.

The  California   Bond  Fund  is  a  series  of  J.P.  Morgan  Series  Trust,  a
Massachusetts  business  trust.  Information  about  other  series or classes is
available by calling  1-800-521-5411.  In the future,  the trustees could create
other series or share classes, which would have different expenses.

MANAGEMENT AND ADMINISTRATION
The feeder  funds  described  in this  prospectus,  their  corresponding  master
portfolios,  and J.P. Morgan Series Trust are all governed by the same trustees.
The  trustees are  responsible  for  overseeing  all  business  activities.  The
trustees are assisted by Pierpont Group,  Inc.,  which they own and operate on a
cost  basis;  costs are shared by all funds  governed by these  trustees.  Funds
Distributor,  Inc., as co-administrator,  along with J.P. Morgan,  provides fund
officers.  J.P. Morgan, as co-administrator,  oversees each fund's other service
providers.

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:

<PAGE>

- --------------------------------------------------------------------------------
Advisory services                        Percentage of the master
                         portfolio's average net assets

Short Term Bond                                     0.25%
Bond                                                0.30%
Global Strategic Income                             0.45%
Emerging Markets Debt                               0.70%
Tax Exempt Bond                                     0.30%
New York Tax Exempt Bond                            0.30%

Administrative services                  Master portfolio's and fund's prorata
(fee shared with Funds                   portions of 0.09% of the first $7
Distributor, Inc.)                       billion of average net assets in J.P.
                      Morgan-advised portfolios, plus 0.04%
                      of average net assets over $7 billion

Shareholder services                     0.25% of each fund's average net assets
- --------------------------------------------------------------------------------

The  California  Bond Fund,  subject  to the  expense  reimbursements  described
earlier in this  prospectus,  pays J.P. Morgan the following fees for investment
advisory and other services:

- --------------------------------------------------------------------------------
Advisory services                        0.30% of the fund's average
                                         net assets

Administrative services                  Fund's pro-rata portion of
(fee shared with Funds                   0.09% of the first $7 billion of
Distributor, Inc.)                       average net assets in J.P. Morgan-
                        advised portfolios, plus 0.04% of
                       average net assets over $7 billion

Shareholder services                     0.25% of the fund's average
                                         net assets
- --------------------------------------------------------------------------------

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in a fund.

YEAR 2000
Fund  operations and  shareholders  could be adversely  affected if the computer
systems  used by J.P.  Morgan,  the funds'  other  service  providers  and other
entities with computer  systems linked to the funds do not properly  process and
calculate the date January 1, 2000 and dates  thereafter.J.P.  Morgan is working
to avoid these problems and to obtain  assurances  from other service  providers
that they are  taking  similar  steps.  However,  it is not  certain  that these
actions will be sufficient to prevent these date-related problems from adversely
impacting fund  operations  and  shareholders.  In addition,  to the extent that
operations  of  issuers  of  securities  held  by  the  funds  are  impaired  by
date-related  problems  or prices of  securities  decline as a result of real or
perceived  date-related  problems of issuers held by the fund or generally,  the
net asset value of the funds will  decline.  While the funds  cannot  predict at
this time the degree of impact, it is possible that foreign markets will be less
prepared than those in the U.S.


                                                               FUND DETAILS | 21

<PAGE>

RISK AND REWARD ELEMENTS

This table discusses the main elements that make up each fund's overall risk and
reward  characteristics.  It also outlines each fund's  policies  toward various
investments,  including  those that are  designed to help  certain  funds manage
risk.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Potential risks                          Potential rewards                        Policies to balance risk and reward
<S>                                      <C>                                      <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Market conditions

o Each fund's share price, yield,        o Bonds have generally outperformed      o Under normal circumstances the
funds plan to
  and total return will fluctuate          money market investments over the        remain fully invested in bonds
and other fixed
  in response to bond market               long term, with less risk than           income securities as noted in
the table on
  movements                                stocks                                   pages
24-25

o The value of most bonds will                                                    o The funds seek to limit risk and
enhance total
  fall when interest rates rise;         o Most bonds will rise in value when       return or yields through careful
management,
  the longer a bond's maturity             interest rates fall                      sector allocation, individual
securities
  and the lower its credit                                                          selection, and duration
management
  quality, the more its value            o Mortgage-backed and
asset-backed
  typically falls                          securities can offer attractive        o During severe market downturns,
the funds have
                                           returns                                  the option of investing up to
100% of assets in
o Adverse market conditions may                                                     investment-grade short-term
securities
  from time to time cause a
fund
  to take temporary defensive                                                     o J.P. Morgan monitors interest
rate trends, as
  positions that are inconsistent                                                   well as geographic and
demographic information
  with its principal investment                                                     related to mortgage-backed
securities and
  strategies and may hinder a                                                       mortgage
prepayments
  fund from achieving
its
  investment objective

o Mortgage-backed  and  asset-backed  securities  (securities   representing  an
  interest  in, or  secured  by, a pool of  mortgages  or other  assets  such as
  receivables) could generate capital losses or periods of low yields if
  they are paid off substantially
  earlier or later than
  anticipated
- ------------------------------------------------------------------------------------------------------------------------------------
Credit quality

o The default of an issuer would         o Investment-grade bonds have a lower    o Each fund maintains its own
policies for
  leave a fund with unpaid                 risk of default                          balancing credit quality against
potential
  interest or principal                                                             yields and gains in light of its
investment
                                         o Junk bonds offer higher yields and       goals
o Junk bonds (those rated BB/Ba            higher potential gains
  or lower) have a higher risk of                                                 o J.P. Morgan develops its own
ratings of
  default, tend to be less                                                          unrated securities and makes a
credit quality
  liquid, and may be more                                                           determination for unrated
securities
  difficult to value
- ------------------------------------------------------------------------------------------------------------------------------------
Foreign investments

o A fund could lose money because        o Foreign bonds, which represent a       o Foreign bonds are a primary
investment only for
  of foreign government actions,           major portion of the world's fixed       the Global Strategic Income and
Emerging
  political instability, or lack           income securities, offer attractive      Markets Debt funds and may be a
significant
  of adequate and accurate                 potential performance and                investment for the Short Term
Bond and Bond
  information                              opportunities for diversification        funds; the Tax Exempt Bond, New
York Tax Exempt
                                                                                    Bond and California Bond funds
are not
o Currency exchange rate                                                            permitted to invest any assets
in foreign bonds
  movements could reduce gains
or
  create losses                          o Favorable exchange rate movements      o To the extent that a fund
invests in foreign
                                           could generate gains or reduce           bonds, it may manage the
currency exposure of
o Currency and investment risks            losses                                   its foreign investments relative
to its
  tend to be higher in emerging                                                     benchmark, and may hedge a
portion of its
  markets                                                                           foreign currency exposure into
the U.S. dollar
                                         o Emerging markets can offer higher        from time to time (see also
"Derivatives");
                                           returns                                  these currency management
techniques may not be
                                                                                    available for certain emerging
markets

investments
- ------------------------------------------------------------------------------------------------------------------------------------
Management
choices

o A fund could underperform its          o A fund could outperform its            o J.P. Morgan focuses its active
management on
  benchmark due to its sector,             benchmark due to these same choices      those areas where it believes
its commitment to
  securities or duration choices                                                    research can most enhance
returns and manage
                                                                                    risks in a consistent
way
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


22 | FUND DETAILS

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Potential risks                          Potential rewards                        Policies to balance risk and reward
<S>                                      <C>                                      <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Derivatives

o Derivatives such as futures,           o Hedges that correlate well with        o The funds use derivatives, such
as futures,
  options, swaps and forward               underlying positions can reduce or       options, swaps and forward
foreign currency
  foreign currency contracts               eliminate losses at low cost             contracts, for hedging and for
risk management
  that are used for hedging the                                                     (i.e., to adjust duration or
yield curve
  portfolio or specific                  o A fund could make money and protect      exposure, or to establish or
adjust exposure to
  securities may not fully                 against losses if management's           particular securities, markets,
or currencies);
  offset the underlying                    analysis proves correct                  risk management may include
management of a
  positions1 and this could                                                         fund's exposure relative to its
benchmark; the
  result in losses to the fund           o Derivatives that involve leverage        Tax Exempt Bond, New York Tax
Exempt Bond and
  that would not have otherwise            could generate substantial gains at      California Bond funds are
permitted to enter
  occurred                                 low cost                                 into futures and options
transactions, however,
                                                                                    these transactions result in
taxable gains or
o Derivatives used for risk                                                         losses so it is expected that
these funds will
  management may not have the                                                       utilize them infrequently;
forward foreign
  intended effects and may                                                          currency contracts are not
permitted to be used
  result in losses or missed                                                        by the Tax Exempt Bond, New York
Tax Exempt Bond
  opportunities                                                                     and California Bond
funds

o The counterparty to a                                                           o The funds only establish hedges
that they expect
  derivatives contract could                                                        will be highly correlated with
underlying
  default
positions

                                                                                  o While the funds may use
derivatives that
o Certain types of derivatives                                                      incidentally involve leverage,
they do not use
  involve costs to the funds                                                        them for the specific purpose of
leveraging
  which can reduce returns                                                          their
portfolios

o Derivatives that involve
  leverage could magnify losses
- ------------------------------------------------------------------------------------------------------------------------------------
Securities lending

o When a fund lends a security,          o A fund may enhance income through      o J.P. Morgan maintains a list of
approved
  there is a risk that the                 the investment of the collateral
borrowers
  loaned securities may not be             received from the
borrower
  returned if the borrower                                                        o The fund receives collateral
equal to at least
  defaults                                                                          100% of the current value of
securities loaned

o The collateral will be subject                                                  o The lending agents indemnify a
fund against
  to the risks of the securities                                                    borrower
default
  in which it is
invested
                                                                                  o J.P. Morgan's collateral
investment guidelines
                                                                                    limit the quality and duration
of collateral
                                                                                    investment to minimize
losses

                                                                                  o Upon recall, the borrower must
return the
                                                                                    securities loaned within the
normal settlement

period
- ------------------------------------------------------------------------------------------------------------------------------------
Illiquid holdings

o A fund could have difficulty           o These holdings may offer more          o No fund may invest more than 15%
of net assets
  valuing these holdings                   attractive yields or potential           in illiquid
holdings
  precisely                                growth than comparable
widely
                                           traded securities                      o To maintain adequate liquidity
to meet
o A fund could be unable to sell                                                    redemptions, each fund may hold
investment-grade
  these holdings at the time or                                                     short-term securities (including
repurchase
  price desired                                                                     agreements and reverse purchase
agreements) and,
                                                                                    for temporary or extraordinary
purposes, may
                                                                                    borrow from banks up to 331/3%
of the value of
                                                                                    its total
assets
- ------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed
delivery securities

o When a fund buys securities            o A fund can take advantage of           o Each fund uses segregated
accounts to offset
  before issue or for delayed              attractive transaction                   leverage
risk
  delivery, it could be exposed
opportunities
  to leverage risk if it
does
  not use segregated
accounts
- ------------------------------------------------------------------------------------------------------------------------------------
Short-term
trading


o  Increased trading would raise a       o  A fund could realize gains in a     o  The funds generally avoid short-term trading,
   fund's transaction costs                 short period of time                   except to take advantage of attractive or
                                                                                   unexpected opportunities or to meet demands
o  Increased short-term capital          o  A fund could protect against           generated by shareholder activity. The turnover
   gains distributions would raise          losses if a bond is overvalued         rate for each fund is its most recent fiscal year
   shareholders' income tax                 and its value later falls              end is as follows: Short Term Bond (381%), Bond
   liability                                                                       (115%), Global Strategic Income (142%), Emerging
                                                                                   Markets Debt (791%), Tax Exempt Bond (16%),
                                                                                   New York Tax Exempt Bond (44%), and
                                                                                   California Bond (40%)


- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

- -------------------
(1) A futures  contract  is an  agreement  to buy or sell a set  quantity  of an
    underlying instrument at a future date, or to make or receive a cash payment
    based on changes in the value of a securities  index. An option is the right
    to  buy  or  sell  a  set  quantity  of  an   underlying   instrument  at  a
    pre-determined price. A swap is a privately negotiated agreement to exchange
    one stream of payments for another.  A forward foreign currency  contract is
    an obligation to buy or sell a given  currency on a future date and at a set
    price.


                                                               FUND DETAILS | 23

<PAGE>

- --------------------------------------------------------------------------------
Investments

This table  discusses the customary  types of  investments  which can be held by
each fund. In each case the principal  types of risk are listed on the following
page (see below for definitions).This table reads across two pages.

- --------------------------------------------------------------------------------
Asset-backed  securities Interests in a stream of payments from specific assets,
such as auto or credit card receivables.
- --------------------------------------------------------------------------------
Bank obligations Negotiable  certificates of deposit, time deposits and bankers'
acceptances of domestic and foreign issuers.
- --------------------------------------------------------------------------------
Commercial paper Unsecured short term debt issued by domestic and foreign banks
or corporations. These securities are usually discounted and are rated by S&P or
Moody's.
- --------------------------------------------------------------------------------
Convertible  securities  Domestic  and  foreign  debt  securities  that  can  be
converted into equity securities at a future time and price.
- --------------------------------------------------------------------------------
Corporate  bonds Debt  securities of domestic and foreign  industrial,  utility,
banking, and other financial institutions.
- --------------------------------------------------------------------------------
Mortgages (directly held) Domestic debt instrument which gives the lender a lien
on property as security for the loan payment.
- --------------------------------------------------------------------------------
Mortgage-backed securities Domestic and foreign securities (such as Ginnie Maes,
Freddie Macs, Fannie Maes) which represent interests in pools of mortgages,
whereby the  principal  and interest  paid every month is passed  through to the
holder of the securities.
- --------------------------------------------------------------------------------
Mortgage  dollar  rolls The  purchase  of  mortgage-backed  securities  with the
promise  to  purchase  similar  securities  upon the  maturity  of the  original
security. Segregated accounts are used to offset leverage risk.
- --------------------------------------------------------------------------------
Participation interests Interests that represent a share of bank debt or similar
securities or obligations.
- --------------------------------------------------------------------------------
Private  placements  Bonds or other  investments  that are sold  directly  to an
institutional investor.
- --------------------------------------------------------------------------------
REITs and other  real-estate  related  instruments  Securities  of issuers  that
invest in real estate or are secured by real estate.
- --------------------------------------------------------------------------------
Repurchase  agreements  Contracts whereby the fund agrees to purchase a security
and resell it to the seller on a particular date and at a specific price.
- --------------------------------------------------------------------------------
Reverse repurchase agreements Contracts whereby the fund sells a security and
agrees to repurchase it from the buyer on a particular date and at a specific
price. Considered a form of borrowing.
- --------------------------------------------------------------------------------
Sovereign debt, Brady bonds, and debt of supranational  organizations Dollar- or
non-dollar-denominated securities issued by foreign governments or supranational
organizations. Brady bonds are issued in connection with debt restructurings.
- --------------------------------------------------------------------------------
Swaps Contractual agreement whereby a party agrees to exchange periodic payments
with a counterparty. Segregated accounts are used to offset leverage risk.
- --------------------------------------------------------------------------------
Synthetic variable rate instruments Debt instruments whereby the issuer agrees
to exchange one security for another in order to change the maturity or quality
of a security in the fund.
- --------------------------------------------------------------------------------
Tax  exempt  municipal  securities  Securities,   generally  issued  as  general
obligation and revenue bonds, whose interest is exempt from federal taxation and
state and/or local taxes in the state where the securities were issued.
- --------------------------------------------------------------------------------
U.S. government securities Debt instruments (Treasury bills, notes, and bonds)
guaranteed by the U.S. government for the timely payment of principal and
interest.
- --------------------------------------------------------------------------------
Zero coupon, pay-in-kind, and deferred payment securities Domestic and foreign
securities offering non-cash or delayed-cash payment.Their prices are typically
more  volatile  than those of some other debt  instruments  and involve  certain
special tax considerations.
- -------------------------------------------------------------------------------


<PAGE>

Risk related to certain investments held by J.P. Morgan fixed income funds:

Credit risk The risk a financial  obligation  will not be met by the issuer of a
security  or  the  counterparty  to a  contract,  resulting  in a  loss  to  the
purchaser.

Currency risk The risk currency  exchange rate  fluctuations may reduce gains or
increase losses on foreign investments.

Environmental  risk The risk that an owner or  operator  of real  estate  may be
liable for the costs  associated with hazardous or toxic  substances  located on
the property.

Extension  risk The risk a rise in  interest  rates  will  extend  the life of a
mortgage-backed  security to a date later than the anticipated  prepayment date,
causing the value of the investment to fall.

Interest rate risk The risk a change in interest rates will adversely affect the
value of an investment.  The value of fixed income securities generally moves in
the opposite direction of interest rates (decreases when interest rates rise and
increases when interest rates fall).

Leverage  risk The risk of gains or losses  disproportionately  higher  than the
amount invested.

Liquidity  risk The risk the holder may not be able to sell the  security at the
time or price it desires.


24 FUND DETAILS

<PAGE>
- --------------------------------------------------------------------------------
*      Permitted (and if applicable,  percentage limitation) percentage of total
       assets - bold percentage of net assets - italic

o Permitted, but not typically used + Permitted, but no current intention of use
- -- Not permitted
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Short Term
Global Strategic
Principal Types of Risk                                                              Bond           Bond
Income
<S>                                                                                   <C>           <C>
<C>
- ------------------------------------------------------------------------------------------------------------------------------------
credit, interest rate, market, prepayment                                             *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, liquidity, political                                                *(1)          *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political                         *             *
o
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation              * 25%         * 25%
o
                                                                                        Foreign       Foreign
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation              * 25%         * 25%
*
                                                                                        Foreign
Foreign
- ------------------------------------------------------------------------------------------------------------------------------------
credit, environmental, extension, interest rate, liquidity, market,                   *             *
*
  natural event, political, prepayment, valuation
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, leverage, market, political,              *             *
*
  prepayment
- ------------------------------------------------------------------------------------------------------------------------------------
currency, extension, interest rate, leverage, liquidity, market, political,           * 33 1/3%     * 33 1/3%     *
33 1/3%
  prepayment
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, liquidity, political, prepayment          *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, valuation                                   *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, natural event, prepayment, valuation        *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit                                                                                *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit                                                                                *(3)          *(3)
*(3)
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, market, political                                    *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, leverage, market, political                          *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit, interest rate, leverage, liquidity, market                                    --            --
- --
- ------------------------------------------------------------------------------------------------------------------------------------
credit, interest rate, market, natural event, political                               o             o
- --
- ------------------------------------------------------------------------------------------------------------------------------------
interest rate                                                                         *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation              *             *
*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
                                                                                    Emerging Markets     Tax
Exempt
Principal Types of Risk                                                             Debt
Bond
<S>                                                                                  <C>
<C>
- ------------------------------------------------------------------------------------------------------------------------
credit, interest rate, market, prepayment                                           o
o
- ------------------------------------------------------------------------------------------------------------------------
credit, currency, liquidity, political                                              *                    o
Domestic

Only
- ------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political                       o
*
- ------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation            *
- --

- ------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation            *
- --

- -----------------------------------------------------------------------------------------------------------------------
credit, environmental, extension, interest rate, liquidity, market,                 +
+
  natural event, political, prepayment, valuation
- ------------------------------------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, leverage, market, political,            o
- --
  prepayment
- ------------------------------------------------------------------------------------------------------------------------
currency, extension, interest rate, leverage, liquidity, market, political,         --
- --
  prepayment
- ------------------------------------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, liquidity, political, prepayment        *
- --
- ------------------------------------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, valuation                                 *
*
- ------------------------------------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, natural event, prepayment, valuation      --
- --
- ------------------------------------------------------------------------------------------------------------------------
credit                                                                              *
o
- ------------------------------------------------------------------------------------------------------------------------
credit                                                                              *(3)
o(3)
- ------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, market, political                                  *
- --
- ------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, leverage, market, political                        *
*
- ------------------------------------------------------------------------------------------------------------------------
credit, interest rate, leverage, liquidity, market                                  --
*
- ------------------------------------------------------------------------------------------------------------------------
credit, interest rate, market, natural event, political                             --
*(2)
- ------------------------------------------------------------------------------------------------------------------------
interest rate                                                                       *
*
- ------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation            *
*
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                      New York Tax
Principal Types of Risk                                                               Exempt Bond
California Bond
<S>                                                                                     <C>                  <C>
- ----------------------------------------------------------------------------------------------------------------------------
credit, interest rate, market, prepayment                                             o
o
- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, liquidity, political                                                o Domestic           o
Domestic
                                                                                        Only                 Only
- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political                         *                    *
- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation              --                   --

- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation              --                   --

- ----------------------------------------------------------------------------------------------------------------------------
credit, environmental, extension, interest rate, liquidity, market,                   +                    +
  natural event, political, prepayment, valuation
- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, leverage, market, political,              --                   --
  prepayment
- ----------------------------------------------------------------------------------------------------------------------------
currency, extension, interest rate, leverage, liquidity, market, political,           --                   --
  prepayment
- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, liquidity, political, prepayment          --                   --
- ----------------------------------------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, valuation                                   *                    *
- ----------------------------------------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, natural event, prepayment, valuation        --
- --
- ----------------------------------------------------------------------------------------------------------------------------
credit                                                                                o
o
- ----------------------------------------------------------------------------------------------------------------------------
credit                                                                                o(3)
o(3)
- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, market, political                                    --
- --
- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, leverage, market, political                          --                   --
- ----------------------------------------------------------------------------------------------------------------------------
credit, interest rate, leverage, liquidity, market                                    *                    *
- ----------------------------------------------------------------------------------------------------------------------------
credit, interest rate, market, natural event, political                               *(2)                 *(2)
- ----------------------------------------------------------------------------------------------------------------------------
interest rate                                                                         *                    *
- ----------------------------------------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation              *                    *
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Market  risk The risk that when the market as a whole  declines,  the value of a
specific investment will decline proportionately. This systematic risk is common
to all investments and the mutual funds that purchase them.

Natural event risk The risk a natural  disaster,  such as a hurricane or similar
event,  will cause severe  economic losses and default in payments by the issuer
of the security.

Political risk The risk  governmental  policies or other political  actions will
negatively impact the value of the investment.

Prepayment  risk The risk  declining  interest  rates will result in  unexpected
prepayments, causing the value of the investment to fall.

Valuation  risk The risk the  estimated  value of a security  does not match the
actual amount that can be realized if the security is sold.

(1) For each of the Short Term Bond and Bond funds,  all foreign  securities  in
    the aggregate may not exceed 25% of such fund's assets.

(2) At least 65% of assets  must be in tax exempt  securities  (for New York Tax
    Exempt  Bond  and  California  Bond  funds,  the 65%  must be in New York or
    California municipal securities, respectively).

(3) All forms of borrowing (including  securities lending and reverse repurchase
    agreements)  in the  aggregate  may not  exceed 33 1/3 of the  fund's  total
    assets.


                                                               FUND DETAILS | 25

<PAGE>

FINANCIAL HIGHLIGHTS

The financial  highlights tables are intended to help you understand each fund's
financial  performance for the past one through five fiscal years or periods, as
applicable.  Certain  information  reflects  financial results for a single fund
share. The total returns in the tables represent the rate that an investor would
have earned (or lost) on an investment in a fund (assuming  reinvestment  of all
dividends and  distributions).  Except where noted,  this  information  has been
audited by  PricewaterhouseCoopers  LLP, whose  reports,  along with each fund's
financial statements, are included in the respective fund's annual report, which
are available upon request.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN SHORT TERM BOND FUND

Per-share data    For periods ended
- ------------------------------------------------------------------------------------------------------------------------------------
                                                             10/31/94    10/31/95    10/31/96     10/31/97
10/31/98     4/30/99

(unaudited)
<S>                                                             <C>         <C>         <C>          <C>
<C>          <C>
Net asset value, beginning of period ($)                       9.99        9.60         9.84        9.86
9.85        9.98
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                     0.45        0.57         0.53        0.58
0.56        0.26
 Net realized and unrealized gain (loss)
  on investment and foreign currency contracts
  and transactions ($)                                        (0.39)       0.24         0.02       (0.01)
0.13       (0.09)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                           0.06        0.81         0.55        0.57
0.69        0.17
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                    (0.45)      (0.57)       (0.53)      (0.58)
(0.56)      (0.26)
 Net realized gain ($)                                           --          --           --          --
- --       (0.05)
Total distributions to shareholders ($)                       (0.45)      (0.57)       (0.53)      (0.58)
(0.56)      (0.31)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                             9.60        9.84         9.86        9.85
9.98        9.84
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)                                               0.61        8.70         5.77        5.98
7.24       1.691
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                       6,008      10,330        8,207      14,519
30,984      39,350
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                               0.69        0.67         0.62        0.50
0.50       0.542
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                      4.49        5.88         5.42        5.94
5.66       5.552
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%)                             2.05        1.48         1.61        1.38
0.98       0.812
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Not annualized. (2) Annualized.


26 | FUND DETAILS

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN BOND FUND


Per-share data    For periods ended
- ------------------------------------------------------------------------------------------------------------------------------------
                                                             10/31/94    10/31/95    10/31/96     10/31/97
10/31/98     4/30/99

(unaudited)
<S>                                                             <C>         <C>         <C>          <C>
<C>          <C>
Net asset value, beginning of period ($)                      11.00        9.64        10.41       10.30
10.42       10.59
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                     0.55        0.64         0.62        0.66
0.65        0.30
 Net realized and unrealized gain (loss)
  on investment and foreign currency contracts
  and transactions ($)                                        (0.91)       0.77       (0.11)        0.18
0.17       (0.22)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                          (0.36)       1.41         0.51        0.84
0.82        0.08
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                    (0.55)      (0.64)       (0.62)      (0.65)
(0.65)      (0.30)
 Net realized gain ($)                                        (0.45)         --           --       (0.07)
- --       (0.11)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                       (1.00)      (0.64)       (0.62)      (0.72)
(0.65)      (0.41)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                             9.64       10.41        10.30       10.42
10.59       10.26
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)                                              (3.50)      15.10         5.13        8.58
8.06       0.801
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                     112,049     143,004      149,207     169,233
216,285     206,197
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%)                                               0.78        0.69         0.66        0.68
0.66        0.69(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                      5.43        6.40         6.08        6.41
6.14        5.79(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%)                             0.79        0.69         0.66        0.68
0.66        0.69(2)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Not annualized.
(2)  Annualized.
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN GLOBAL STRATEGIC INCOME FUND

Per-share data    For periods ended
- ------------------------------------------------------------------------------------------------------------------------------------

10/31/98(1)                          4/30/99

(unaudited)
<S>
<C>                                <C>
Net asset value, beginning of period ($)
10.21                              9.77
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)
0.70                              0.31
 Net realized and unrealized loss
  on investment and foreign currency transactions
  and translations ($)
(0.49)                             0.10
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)
0.21                              0.41
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)
(0.63)                            (0.28)
 Return of capital
(0.02)                               --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)
(0.65)                            (0.28)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)
9.77                              9.90
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)
1.97(2)                           4.23
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)
10,166                            10,153
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%)
1.00(3)                           1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)
6.24(3)                           6.27
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%)
1.89(3)                           1.57
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund commenced operations on 11/5/97. (2) Not annualized.
(3)  Annualized.


                                                               FUND DETAILS | 27

<PAGE>

- --------------------------------------------------------------------------------
J.P. MORGAN EMERGING MARKETS DEBT FUND

Per-share data    For fiscal periods ended December 31
- --------------------------------------------------------------------------------
                                                              1997(1)      1998
Net asset value, beginning of period ($)                      10.00        9.76
- --------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                     0.58        1.15
 Net realized and unrealized loss
  on investment and foreign currency ($)                      (0.05)      (2.64)
- --------------------------------------------------------------------------------
Total from investment operations ($)                           0.53       (1.49)
- --------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                    (0.58)      (0.81)
 Excess of net investment income ($)                          (0.02)      (0.16)
 Net realized gain ($)                                        (0.17)         --
- --------------------------------------------------------------------------------
Total distributions to shareholders ($)                       (0.77)      (0.97)
- --------------------------------------------------------------------------------
Net asset value, end of period ($)                             9.76        7.30
- --------------------------------------------------------------------------------

Ratios and supplemental data
- --------------------------------------------------------------------------------
Total return (%)                                               5.47(2)   (15.93)
- --------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                       11,978     19,313
- --------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                               1.25(3)     1.25
- --------------------------------------------------------------------------------
Net investment income (%)                                      9.71(3)    10.05
- --------------------------------------------------------------------------------
Expenses without reimbursement (%)                             2.40(3)     2.09
- --------------------------------------------------------------------------------

(1)  The fund commenced operations on 4/17/97.
(2)  Not annualized.
(3)  Annualized.

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN TAX EXEMPT BOND FUND

Per-share data    For periods ended
- ------------------------------------------------------------------------------------------------------------------------------------
                                                             8/31/94     8/31/95      8/31/96    8/31/97
8/31/98     2/28/99

(unaudited)
<S>                                                            <C>         <C>          <C>        <C>
<C>         <C>
Net asset value, beginning of period ($)                      12.04       11.45        11.73      11.63
11.85       12.15
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                     0.51        0.55         0.55       0.55
0.54        0.26
 Net realized and unrealized gain (loss)
  on investment ($)                                           (0.35)       0.29        (0.08)      0.24
0.30        0.02
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                           0.16        0.84         0.47       0.79
0.84        0.28
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                    (0.51)      (0.55)       (0.55)     (0.55)
(0.54)      (0.26)
 Net realized gain ($)                                        (0.24)      (0.01)       (0.02)     (0.02)
(0.00)(1)   (0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                       (0.75)      (0.56)       (0.57)     (0.57)
(0.54)      (0.28)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                            11.45       11.73        11.63      11.85
12.15       12.15
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)                                               1.35        7.63         4.01       6.95
7.21        2.29(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                     392,460     352,005      369,987    401,007
439,225     463,097
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                               0.71        0.71         0.64       0.64
0.64        0.67(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                      4.39        4.87         4.67       4.67
4.44        4.23(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Less than $0.01 per share.
(2)  Not annualized.
(3)  Annualized.

28 | FUND DETAILS

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN NEW YORK TAX EXEMPT BOND FUND

Per-share data    For fiscal periods ended March 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                               1995(1)      1996        1997         1998        1999
<S>                                                             <C>         <C>          <C>         <C>
<C>
Net asset value, beginning of period ($)                       10.00       10.11        10.34       10.28
10.62
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                      0.40        0.46         0.46        0.46
0.42
 Net realized and unrealized gain (loss)
  on investment ($)                                             0.11        0.26        (0.03)       0.40
0.14
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                            0.51        0.72         0.43        0.86
0.56
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                     (0.40)      (0.46)       (0.46)      (0.46)
(0.42)
 Net realized gain ($)                                            --       (0.03)       (0.03)      (0.06)
(0.10)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                        (0.40)      (0.49)       (0.49)      (0.52)
(0.52)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                             10.11       10.34        10.28       10.62
10.66
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)                                                5.26(2)     7.16         4.19        8.49
5.39
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                       38,137      50,523       56,198      85,161
119,152
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                                0.75(3)     0.75         0.75        0.71
0.70
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                       4.31(3)     4.43         4.44        4.33
3.95
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%)                              0.97(3)     0.79         0.81        0.77
0.74
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 4/11/94. (2) Not annualized.
(3)  Annualized.

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN CALIFORNIA BOND FUND

Per-share data    For fiscal periods ended April 30
- ------------------------------------------------------------------------------------------------------------------------------------
                                                               1997(1)                 1998
1999
<S>                                                            <C>                    <C>                     <C>
Net asset value, beginning of period ($)                       10.00                  10.04                   10.35
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                      0.01                   0.41                    0.40
 Net realized and unrealized gain (loss)
  on investment ($)                                             0.04                   0.31                    0.26
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                            0.05                   0.72                    0.66
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                     (0.01)                 (0.41)                  (0.40)
 Net realized gain ($)                                            --                     --                   (0.04)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                        (0.01)                 (0.41)                  (0.44)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                             10.04                  10.35                   10.57
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)                                                0.51(2)                7.20                    6.43
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                          302                  5,811                  17,391
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                                0.62(3)                0.65                    0.65
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                       4.52(3)                3.94                    3.76
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%)                              1.17(3)                1.00                    0.87
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%)                                            40                     44                      40
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The fund commenced operations on 4/21/97.
(2)  Not annualized.
(3)  Annualized.

                                                               FUND DETAILS | 29


<PAGE>

- --------------------------------------------------------------------------------
FOR MORE INFORMATION

For investors who want more information on these funds, the following  documents
are available free upon request:

Annual/Semi-annual  Reports  Contain  financial  statements,  performance  data,
information on portfolio  holdings,  and a written analysis of market conditions
and fund  performance  for a  fund's  most  recently  completed  fiscal  year or
half-year.

Statement of Additional Information (SAI)
Provides  a  fuller  technical  and  legal  description  of a  fund's  policies,
investment  restrictions,  and business structure.  This prospectus incorporates
each fund's SAI by reference.

Copies of the current versions of these documents,  along with other information
about the fund, may be obtained by contacting:

J.P. Morgan Funds
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036
Telephone: 1-800-521-5411

Hearing impaired: 1-888-468-4015

Email: [email protected]

Text-only  versions of these documents and this  prospectus are available,  upon
payment of a duplicating  fee, from the Public  Reference Room of the Securities
and Exchange Commission in Washington,  D.C.  (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov.  The
funds' investment company and 1933 Act registration numbers are:

J.P. Morgan Short Term Bond Fund ......................  811-07340 and 033-54632
J.P. Morgan Bond Fund .................................  811-07340 and 033-54632
J.P. Morgan Global Strategic Income Fund ..............  811-07340 and 033-54632
J.P. Morgan Emerging Markets Debt Fund ................  811-07340 and 033-54632
J.P. Morgan Tax Exempt Bond Fund ......................  811-07340 and 033-54632
J.P. Morgan New York Tax Exempt Bond Fund .............  811-07340 and 033-54632
J.P. Morgan California Bond Fund ......................  811-07795 and 333-11125


J.P. MORGAN FUNDS AND THE MORGAN TRADITION
The J.P.  Morgan Funds combine a heritage of integrity and financial  leadership
with comprehensive, sophisticated analysis and management techniques. Drawing on
J.P. Morgan's extensive  experience and depth as an investment manager, the J.P.
Morgan Funds offer a broad array of  distinctive  opportunities  for mutual fund
investors.


JPMorgan
- --------------------------------------------------------------------------------
J.P. Morgan Funds

Advisor                                          Distributor
J.P. Morgan Investment Management Inc.           Funds Distributor, Inc.
522 Fifth Avenue                                 60 State Street
New York, NY 10036                               Boston, MA 02109
1-800-521-5411                                   1-800-221-7930

                                                                          IM0379



<PAGE>

AUGUST 2, 1999 | PROSPECTUS
- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL
FIXED INCOME FUNDS

Short Term Bond Fund

Bond Fund

Global Strategic Income Fund

Tax Exempt Bond Fund

New York Tax Exempt Bond Fund

California Bond Fund

- ------------------------------------
Seeking high total return or current
income by investing primarily in
fixed income securities.


This prospectus contains essential information for anyone investing in these
funds.

Please read it carefully and keep it for reference.

As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them or guarantees that the information in this prospectus is correct or
adequate.

It is a criminal offense to state or suggest otherwise.

Distributed by Funds Distributor, Inc.


JPMorgan
<PAGE>

CONTENTS
- --------------------------------------------------------------------------------
 2 | Each fund's goal, investment approach,
     risks, expenses, and performance

J.P. MORGAN INSTITUTIONAL FIXED INCOME FUNDS
J.P. Morgan Institutional Short Term Bond Fund ..............   2
J.P. Morgan Institutional Bond Fund .........................   4
J.P. Morgan Institutional Global Strategic Income Fund ......   6
J.P. Morgan Institutional Tax Exempt Bond Fund ..............   8
J.P. Morgan Institutional New York Tax Exempt Bond Fund .....  10
J.P. Morgan Institutional California Bond Fund ..............  12


14 | Principles and techniques common
     to the funds in this prospectus

FIXED INCOME MANAGEMENT APPROACH
J.P. Morgan .................................................  14
J.P. Morgan Institutional fixed income funds ................  14
The spectrum of fixed income funds ..........................  14
Who may want to invest ......................................  14
Fixed income investment process .............................  15


16 | Investing in the J.P. Morgan
     Institutional Fixed Income funds

YOUR INVESTMENT
Investing through a financial professional ..................  16
Investing through an employer-sponsored retirement plan .....  16
Investing through an IRA or rollover IRA ....................  16
Investing directly ..........................................  16
Opening your account ........................................  16
Adding to your account ......................................  16
Selling shares ..............................................  17
Account and transaction policies ............................  17
Dividends and distributions .................................  18
Tax considerations ..........................................  18

19 | More about risk and the funds'
     business operations

FUND DETAILS
Business structure ..........................................  19
Management and administration ...............................  19
Risk and reward elements ....................................  20
Investments .................................................  22
Financial highlights ........................................  24

FOR MORE INFORMATION                                   back cover

<PAGE>

J.P. MORGAN INSTITUTIONAL
SHORT TERM BOND FUND                                      | TICKER SYMBOL: JMSBX
- --------------------------------------------------------------------------------
                                     REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
                                (J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND)

[GRAPHIC OMITTED]  RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]  GOAL
The fund's goal is to provide high total return, consistent with low volatility
of principal. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]  INVESTMENT APPROACH
The fund invests primarily in fixed income securities, including U.S. government
and agency securities, domestic and foreign corporate bonds, private placements,
asset-backed and mortgage-related securities, and money market instruments, that
it believes have the potential to provide a high total return over time. These
securities may be of any maturity, but under normal market conditions the fund's
duration will range between one and three years, similar to that of the Merrill
Lynch 1-3 Year Treasury Index. For a description of duration, please see fixed
income investment process on page 15.

Up to 25% of assets may be invested in foreign securities, including 20% in debt
securities denominated in foreign currencies of developed countries. The fund
typically hedges its non-dollar investments back to the U.S. dollar. At least
90% of assets must be invested in securities that, at the time of purchase, are
rated investment-grade (BBB/Baa or better) or are the unrated equivalent,
including at least 75% A or better. No more than 10% of assets may be invested
in securities rated B or BB.

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
duration fixed income funds will depend on the success of the investment
process, which is described on page 15.


Although any rise in interest rates is likely to cause a fall in the price of
bonds, the fund's comparatively short duration is designed to help keep its
share price within a relatively narrow range. Because it seeks to minimize risk,
the fund will generally offer less income, and during periods of declining
interest rates, may offer lower total returns than bond funds with longer
durations. Because of the sensitivity of the fund's mortgage related securities
to changes in interest rates, the performance and duration of the fund may be
more volatile than if it did not hold these securities. The fund uses futures
contracts and other derivatives to help manage duration, yield curve exposure,
and credit and spread volatility. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, since these bonds are more sensitive to economic news
and their issuers have a less secure financial position. To the extent the fund
invests in foreign securities, it could lose money because of foreign government
actions, political instability, currency fluctuation or lack of adequate and
accurate information. The fund may engage in active and frequent trading,
leading to increased portfolio turnover and the possibility of increased capital
gains. See page 18 for further discussion on the tax treatment of capital gains.


An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.


PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages over $340
billion, including more than $20 billion using similar strategies as the fund.


The portfolio management team is led by Connie J. Plaehn, managing director, who
has been on the team since the fund's inception and has been at J.P. Morgan
since 1984, William G. Tennille, vice president, who joined the team in January
1994 and has been at J.P. Morgan since 1992 and Augustus Cheh, vice president,
who has been a fixed income portfolio manager and analyst since joining J.P.
Morgan in 1994.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o    There is no assurance that the fund will meet its investment goal.

o    The fund does not represent a complete investment program.


2 | J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND


<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Short Term Bond Fund.

The bar chart indicates the risks by showing changes in the performance of the
fund's shares from year to year for each of the last 5 calendar years.

The table indicates the risks by showing how the fund's average annual returns
for the past one year, five years and life of the fund compare to those of the
Merrill Lynch 1-3 Year Treasury Index. This is a widely recognized, unmanaged
index of U.S. Treasury notes and bonds with maturities of 1-3 years used as a
measure of overall short-term bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%)     Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
                       1994         1995        1996         1997        1998

20%
                                    10.80
10%
                       0.36                     5.10         6.40        7.04
0%

[_] J.P. Morgan Institutional Short Term Bond Fund


The fund's year-to-date total return as of 6/30/99 is 0.73%.

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 3.36% (for the quarter ended 6/30/95); and the
lowest quarterly return was -0.47% (for the quarter ended 3/31/94).


<TABLE>
<CAPTION>
Average annual total return                     Shows performance over time, for periods ended December 31, 1998
- ----------------------------------------------------------------------------------------------------------------
                                                                     Past 1 yr.   Past 5 yrs.   Life of fund(1)

<S>                                                                     <C>          <C>            <C>
J.P. Morgan Institutional Short Term Bond Fund (after expenses)         7.04         5.89           5.68
- ----------------------------------------------------------------------------------------------------------------
Merrill Lynch 1-3 Year Treasury Index (no expenses)                     7.00         5.99           5.86
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund before reimbursement are shown at right. The fund has
no sales, redemption, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.


Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                                                 0.25

Marketing (12b-1) fees                                          none

Other expenses                                                  0.39
- --------------------------------------------------------------------
Total
operating expenses                                              0.64

Fee waiver and expense
reimbursement(4)                                                0.34
- --------------------------------------------------------------------
Net expenses                                                    0.30
- --------------------------------------------------------------------

Expense  example

     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 19
months and total operating expenses  thereafter,  and all shares sold at the end
of each time  period.  The example is for  comparison  only;  the fund's  actual
return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
                                  1 yr.      3 yrs.      5 yrs.      10 yrs.
Your cost($)                       31         150          302         746
- --------------------------------------------------------------------------------

(1)  The fund commenced operations on 9/13/93. For the period 7/31/93 through
     9/30/93, returns reflect performance of the Pierpont Short Term Bond Fund.
(2)  The fund's fiscal year end is 10/31.
(3)  The fund has a master/feeder structure as described on page 19. This table
     is restated to show the current fee arrangements in effect as of 8/1/98,
     and shows the fund's expenses and its share of master portfolio expenses
     for the past fiscal year using the current fees as if they had been in
     effect during the past fiscal year, before reimbursement, expressed as a
     percentage of the fund's average net assets.
(4)  Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of New
     York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the
     fund to the extent expenses exceed 0.30% (excluding extraordinary expenses)
     of the fund's average daily net assets through 2/28/01.

                              J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND | 3

<PAGE>

J.P. MORGAN INSTITUTIONAL BOND FUND                       | TICKER SYMBOL: JMIBX
- --------------------------------------------------------------------------------
                                     REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
                                           (J.P. MORGAN INSTITUTIONAL BOND FUND)

[GRAPHIC OMITTED]  RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]  GOAL
The fund's goal is to provide high total return consistent with moderate risk of
capital and maintenance of liquidity. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]  INVESTMENT APPROACH
The fund invests primarily in fixed income securities, including U.S. government
and agency securities, corporate bonds, private placements, asset-backed and
mortgage-backed securities, that it believes have the potential to provide a
high total return over time. These securities may be of any maturity, but under
normal market conditions the management team will keep the fund's duration
within one year of that of the Salomon Brothers Broad Investment Grade Bond
Index (currently about five years). For a description of duration, please see
fixed income investment process on page 15.

Up to 25% of assets may be invested in foreign securities, including 20% in debt
securities denominated in foreign currencies of developed countries. The fund
typically hedges its non-dollar investments back to the U.S. dollar. At least
75% of assets must be invested in securities that, at the time of purchase, are
rated investment-grade (BBB/Baa or better) or are the unrated equivalent,
including at least 65% A or better. No more than 25% of assets may be invested
in securities rated B or BB.

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
fixed income funds will depend on the success of the investment process, which
is described on page 15.


To the extent that the fund seeks higher returns by investing in
non-investment-grade bonds, often called junk bonds, it takes on additional
risks, since these bonds are more sensitive to economic news and their issuers
have a less secure financial position. The fund may use futures contracts and
other derivatives to help manage duration, yield curve exposure, and credit and
spread volatility. To the extent the fund invests in foreign securities, it
could lose money because of foreign government actions, political instability,
currency fluctuation or lack of adequate and accurate information. The fund may
engage in active and frequent trading, leading to increased portfolio turnover
and the possibility of increased capital gains. See page 18 for further
discussion on the tax treatment of capital gains.


An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.



PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages over $340
billion, including more than $25 billion using similar strategies as the fund.


The portfolio management team is led by William G. Tennille, vice president, who
has been at J.P. Morgan since 1992, Connie J. Plaehn, managing director, who has
been at J.P. Morgan since 1984, and John Snyder, vice president, who has been at
J.P. Morgan since 1993. Mr. Tennille and Ms. Plaehn have been on the team since
January 1994. Mr. Snyder has been a fixed income portfolio manager since joining
J.P. Morgan.

- --------------------------------------------------------------------------------
BEFORE YOU INVEST

Investors considering the fund should understand that:

o    There is no assurance that the fund will meet its investment goal.

o    The fund does not represent a complete investment program.


4 | J.P. MORGAN INSTITUTIONAL BOND FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Bond Fund.

The bar chart indicates the risks by showing changes in the performance of the
fund's shares from year to year for each of the last 10 calendar years.

The table indicates the risks by showing how the fund's average annual returns
for the past one, five and ten years compare to those of the Salomon Brothers
Broad Investment Grade Bond Index. This is a widely recognized, unmanaged index
of U.S. Treasury and agency securities and investment-grade mortgage and
corporate bonds used as a measure of overall bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Year-by-year total return (%)         Shows changes in returns by calendar year(1,2)

         1989        1990        1991         1992        1993         1994        1995         1996
1997        1998
<S>      <C>         <C>         <C>          <C>         <C>          <C>         <C>          <C>
<C>         <C>

 20%
                                                                                   18.42
         10.23       10.09       13.45
 10%
                                              6.53        9.88
9.29        7.54
                                                                                                3.30
  0%

                                                                       (2.68)
(10%)
</TABLE>

[_} J.P. Morgan Institutional Bond Fund


The fund's year-to-date total return as of 6/30/99 is -1.74%.

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 6.30% (for the quarter ended 6/30/95); and the
lowest quarterly return was -2.38% (for the quarter ended 3/31/94).


<TABLE>
<CAPTION>
Average annual total return (%)      Shows performance over time, for periods ended December 31, 1998
- -------------------------------------------------------------------------------------------------------------------------
                                                                        Past 1 yr.        Past 5 yrs.     Past 10yrs.(1)

<S>                                                                        <C>               <C>            <C>
J.P. Morgan Institutional Bond Fund (after expenses)                       7.54              6.95           8.48
- -------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Broad Investment Grade Bond Index (no expenses)           8.72              7.30           9.31
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before reimbursement are shown at right. The fund has
no sales, redemption, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.


Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                                                 0.30

Marketing (12b-1) fees                                          none

Other expenses                                                  0.22
- --------------------------------------------------------------------
Total
operating expenses                                              0.52

Fee waiver and expense reimbursement(4)                         0.02
- --------------------------------------------------------------------
Net expenses                                                    0.50
- --------------------------------------------------------------------

Expense  example

     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 19
months and total operating expenses  thereafter,  and all shares sold at the end
of each time  period.  The example is for  comparison  only;  the fund's  actual
return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
                                    1 yr.       3 yrs.      5 yrs.      10 yrs.
Your cost($)                         51          163         288         650
- --------------------------------------------------------------------------------


(1)  The fund commenced operations on 7/26/93. Returns for the period 3/31/88
     through 7/31/93 reflect performance of The Pierpont Bond Fund, the fund's
     predecessor, which commenced operations on 3/11/88.
(2)  The fund's fiscal year end is 10/31.
(3)  The fund has a master/feeder structure as described on page 19. This table
     is restated to show the current fee arrangements in effect as of 8/1/98,
     and shows the fund's expenses and its share of master portfolio expenses
     for the past fiscal year using the current fees as if they had been in
     effect during the past fiscal year, before reimbursement, expressed as a
     percentage of the fund's average net assets.
(4)  Reflects an agreement date 7/30/99 by Morgan Guaranty Trust Company of New
     York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the
     fund to extent expenses exceed 0.50% (excluding extraordinary expenses) of
     the fund's average daily net assets through 2/28/01.



                                         J.P. MORGAN INSTITUTIONAL BOND FUND | 5

<PAGE>

J.P. MORGAN INSTITUTIONAL
GLOBAL STRATEGIC INCOME FUND                              | TICKER SYMBOL: JPIGX
- --------------------------------------------------------------------------------
                                     REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
                        (J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND)

[GRAPHIC OMITTED]  RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]  GOAL
The fund's goal is to provide high total return from a portfolio of fixed income
securities of foreign and domestic issuers. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]  INVESTMENT APPROACH
The fund invests in a wide range of debt securities from the U.S. and other
markets, both developed and emerging. Issuers may include governments,
corporations, financial institutions, and supranational organizations (such as
the World Bank), that the fund believes have the potential to provide a high
total return over time. The fund may invest directly in mortgages and in
mortgage-backed securities. The fund's securities may be of any maturity, but
under normal market conditions its duration will generally be similar to that of
the Lehman Brothers Aggregate Bond Index (currently about four and a half
years). For a description of duration, please see fixed income investment
process on page 15. At least 40% of assets must be invested in securities that,
at the time of purchase, are rated investment-grade (BBB/Baa or better) or are
the unrated equivalent. The balance of assets must be invested in securities
rated B or higher at the time of purchase (or the unrated equivalent), except
that the fund's emerging market component has no minimum quality rating and may
invest without limit in securities that are in the lowest rating categories (or
are the unrated equivalent).


The management team uses the process described on page 15, and also makes
country allocations, based primarily on macro-economic factors. The team uses
the model allocation shown at right as a basis for its sector allocation,
although the actual allocations are adjusted periodically within the indicated
ranges. Within each sector, a dedicated team handles securities selection. The
fund typically hedges its non-dollar investments in developed countries back to
the U.S. dollar.

The fund's share price and total return vary in response to changes in global
bond markets, interest rates, and currency exchange rates. How well the fund's
performance compares to that of similar fixed income funds will depend on the
success of the investment process. Because of credit and foreign and emerging
markets investment risks, the fund's performance is likely to be more volatile
than that of most fixed income funds. Foreign and emerging market investment
risks include foreign government actions, political instability, currency
fluctuations and lack of adequate and accurate information. To the extent that
the fund seeks higher returns by investing in non-investment-grade bonds, often
called junk bonds, it takes on additional risks, since these bonds are more
sensitive to economic news and their issuers have a less secure financial
position. The fund's mortgage-backed investments involve the risk of losses due
to default or to prepayments that occur earlier or later than expected. Some
investments, including directly owned mortgages, may be illiquid. The fund has
the potential for long-term total returns that exceed those of more traditional
bond funds, but investors should also be prepared for risks that exceed those of
more traditional bond funds. The fund may engage in active and frequent trading,
leading to increased portfolio turnover and the possibility of increased capital
gains. See page 18 for further discussion on the tax treatment of capital gains.


An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.


<PAGE>


MODEL SECTOR ALLOCATION

9% international
non-dollar
(range 0-25%)

35% public/private
mortgages
(range 20-45%)

13% public/private
corporates
(range 5-25%)

16% emerging
markets
(range 0-25%)

27% high yield
corporates
(range 17-37%)


PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages over $340
billion, including more than $3 billion using similar strategies as the fund.

The portfolio management team is led by Mark E. Smith, managing director, who
joined J.P. Morgan in 1994 from Allied Signal, Inc. where he managed fixed
income portfolios and oversaw asset allocation activities. He has been on the
team since the fund's inception.


- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o    There is no assurance that the fund will meet its investment goal.

o    The fund does not represent a complete investment program.


6 | J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND


<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)


The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Global Strategic Income Fund.

The bar chart indicates the risks by showing the performance of the fund's
shares during its first complete calendar year of operations.

The table indicates the risks by showing how the fund's average annual returns
for the past one year and life of the fund compare to those of the Lehman
Brothers Aggregate Bond Index. This is a widely recognized, unmanaged index used
as a measure of overall bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.


- --------------------------------------------------------------------------------
Total return (%)     Shows changes in returns by calendar year(1,2)
                  1998

20%


10%

                  2.59
0%


[_] J.P. Morgan Institutional Global Strategic Income Fund


The fund's year-to-date total return as of 6/30/99 is 0.01%.

For the period covered by this total return chart, the fund's highest quarterly
return was 3.13% (for the quarter ended 3/31/98); and the lowest quarterly
return was -1.45% (for the quarter ended 9/30/98).



<TABLE>
<CAPTION>
Average annual total return                       Shows performance over time, for periods ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------
                                                                              Past 1 yr.      Life of fund(1)

<S>                                                                              <C>                <C>
J.P. Morgan Institutional Global Strategic Income Fund (after expenses)          2.59               7.00
- ------------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index (no expenses)                               8.67              10.91
- ------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before reimbursement are shown at right. The fund has
no sales, redemption, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.


Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                                                 0.45

Marketing (12b-1) fees                                          none

Other expenses                                                  0.38
- --------------------------------------------------------------------
Total
operating expenses                                              0.83
Fee waiver and expense reimbursement (4)                        0.18
- --------------------------------------------------------------------
Net expenses                                                    0.65
- --------------------------------------------------------------------

Expense  example

     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 19
months and total operating expenses  thereafter,  and all shares sold at the end
of each time  period.  The example is for  comparison  only;  the fund's  actual
return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
                                    1 yr.      3 yrs.      5 yrs.      10 yrs.
Your cost($)                         66         236         432         998
- --------------------------------------------------------------------------------

(1)  The fund commenced operations on 3/14/97 and performance is calculated as
     of 3/31/97.
(2)  The fund's fiscal year is 10/31.
(3)  The fund has a master/feeder structure as described on page 19. This table
     shows the fund's expenses and its share of master portfolio expenses for
     the past fiscal year before reimbursement, expressed as a percentage of the
     fund's average net assets.
(4)  Reflects an agreement date 7/30/99 by Morgan Guaranty Trust Company of New
     York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the
     fund to extent expenses exceed 0.65% (excluding extraordinary expenses) of
     the fund's average daily net assets through 2/28/01.


                      J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND | 7

<PAGE>


J.P. MORGAN INSTITUTIONAL
TAX EXEMPT BOND FUND                                      | TICKER SYMBOL: JITBX
- --------------------------------------------------------------------------------
                                     REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
                                (J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND)

[GRAPHIC OMITTED]  RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]  GOAL
The fund's goal is to provide a high level of current income that is exempt from
federal income tax consistent with moderate risk of capital. This goal can be
changed without shareholder approval.

[GRAPHIC OMITTED]  INVESTMENT APPROACH
The fund invests primarily in high quality municipal securities that it believes
have the potential to provide current income that is free from federal personal
income tax. While the fund's goal is high tax-exempt income, the fund may invest
to a limited extent in taxable securities, including U.S. government, government
agency, corporate, or taxable municipal securities. The fund's securities may be
of any maturity, but under normal market conditions the fund's duration will
generally range between four and seven years, similar to that of the Lehman
Brothers 1-16 Year Municipal Bond Index (currently 5.4 years). For a description
of duration, please see fixed income investment process on page 15. At least 90%
of assets must be invested in securities that, at the time of purchase, are
rated investment-grade (BBB/Baa or better) or are the unrated equivalent. No
more than 10% of assets may be invested in securities rated B or BB.

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
tax-exempt funds will depend on the success of the investment process, which is
described on page 15.

Investors should be prepared for higher share price volatility than from a tax
exempt fund of shorter duration. The fund's performance could also be affected
by market reaction to proposed tax legislation. To the extent that the fund
seeks higher returns by investing in non-investment-grade bonds, often called
junk bonds, it takes on additional risks, since these bonds are more sensitive
to economic news and their issuers have a less secure financial position.

An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.



PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages over $340
billion, including more than $5 billion using similar strategies as the fund.

The portfolio management team is led by Robert W. Meiselas, vice president, who
joined the team in May 1997 and has been at J.P. Morgan since 1987, and Benjamin
Thompson, vice president, who joined the team in June of 1999. Prior to joining
J.P. Morgan, Mr. Thompson was a senior fixed income portfolio manager at Goldman
Sachs.


- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o    There is no assurance that the fund will meet its investment goal.

o    The fund does not represent a complete investment program.


8 | J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND


<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Tax Exempt Bond Fund.

The bar chart indicates the risks by showing changes in the performance of the
fund's shares from year to year for each of the fund's last 10 calendar years.

The table indicates the risks by showing how the fund's average annual returns
for the past one, five and ten years compare to those of the Lehman Brothers
1-16 Year Municipal Bond Index. This is a widely recognized, unmanaged index of
general obligation and revenue bonds with maturities of 1-16 years used as a
measure of overall tax-exempt bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.


<TABLE>
<CAPTION>
Year-by-year total return (%)           Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------------------------------------------------------
             1989        1990        1991         1992        1993         1994        1995         1996
1997        1998
<S>          <C>         <C>         <C>          <C>         <C>          <C>         <C>          <C>
<C>         <C>

 20%

                                                                                       13.50
                                     10.92
 10%
             8.25                                             9.58
                         6.87                     7.47                                                          7.58

3.71                    5.65
  0%

                                                                          (2.53)

(10%)
</TABLE>


[_] J.P. Morgan Institutional Tax Exempt Bond Fund


The fund's year-to-date total return as of 6/30/99 is -1.24%.

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 5.16% (for the quarter ended 3/31/95); and the
lowest quarterly return was -3.08% (for the quarter ended 3/31/94).



<TABLE>
<CAPTION>
Average annual total return (%)                  Shows performance over time, for periods ended December 31, 1998
- -----------------------------------------------------------------------------------------------------------------
                                                                  Past 1 yr.    Past 5 yrs.     Past 10 yrs.(1)

<S>                                                                  <C>            <C>               <C>
J.P. Morgan Institutional Tax Exempt Bond Fund (after expenses)      5.65           5.45              7.02
- -----------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses)         6.25           5.86              N/A
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund before reimbursement are shown at right. The fund has
no sales, redemption, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.


Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                                                 0.30

Marketing (12b-1) fees                                          none

Other expenses                                                  0.28
- --------------------------------------------------------------------
Total
operating expenses                                              0.58

Fee waiver and expense reimbursement(4)                         0.08
- --------------------------------------------------------------------
Net expenses                                                    0.50
- --------------------------------------------------------------------

Expense example

     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 16
months and total operating expenses  thereafter,  and all shares sold at the end
of each time  period.  The example is for  comparison  only;  the fund's  actual
return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
                                 1 yr.      3 yrs.      5 yrs.      10 yrs.
Your cost($)                      51         175          313         715
- --------------------------------------------------------------------------------

(1)  The fund commenced operations on 7/12/93. For the period 1/1/88 through
     7/31/93 returns reflect performance of The Pierpont Tax Exempt Bond Fund,
     the predecessor of the fund, which commenced operations on 10/3/84.
(2)  The fund's fiscal year end is 8/31.
(3)  The fund has a master/feeder structure as described on page 19. This table
     is restated to show the current fee arrangements in effect as of 8/1/98,
     and shows the fund's expenses and its share of master portfolio expenses
     for the past fiscal year using the current fees as if they had been in
     effect during the past fiscal year, before reimbursement, expressed as a
     percentage of the fund's average net assets.
(4)  Reflects an agreement date 7/30/99 by Morgan Guaranty Trust Company of New
     York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the
     fund to extent expenses exceed 0.50% (excluding extraordinary expenses) of
     the fund's average daily net assets through 11/28/00.

                              J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND | 9


<PAGE>

J.P. MORGAN INSTITUTIONAL NEW YORK
TAX EXEMPT BOND FUND                                      | TICKER SYMBOL: JPNTX
- --------------------------------------------------------------------------------
                                     REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
                       (J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND)

[GRAPHIC OMITTED]  RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]  GOAL
The fund's goal is to provide a high level of tax exempt income for New York
residents consistent with moderate risk of capital. This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED]  INVESTMENT APPROACH
The fund invests primarily in New York municipal securities that it believes
have the potential to provide high current income which is free from federal,
state, and New York City personal income taxes for New York residents. The fund
may also invest to a limited extent in securities of other states or
territories. To the extent that the fund invests in municipal securities of
other states, the income from such securities would be free from federal
personal income taxes for New York residents but would be subject to New York
State and New York City personal income taxes. For non-New York residents, the
income from New York municipal securities is free from federal personal income
taxes only. The fund may also invest in taxable securities. The fund's
securities may be of any maturity, but under normal market conditions the fund's
duration will generally range between three and seven years, similar to that of
the Lehman Brothers 1-16 Year Municipal Bond Index (currently 5.4 years). For a
description of duration, please see fixed income investment process on page 15.
At least 90% of assets must be invested in securities that, at the time of
purchase, are rated investment-grade (BBB/Baa or better) or are the unrated
equivalent. No more than 10% of assets may be invested in securities rated B or
BB.

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
fixed income funds will depend on the success of the investment process, which
is described on page 15. Because most of the fund's investments will typically
be from issuers in the State of New York, its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, since these bonds are more sensitive to economic news
and their issuers have a less secure financial condition.

An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.



PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages over $340
billion, including more than $5 billion using similar strategies as the fund.

The portfolio management team is led by Robert W. Meiselas, vice president, who
joined the team in June of 1997 and has been at J.P. Morgan since 1987, and
Benjamin Thompson, vice president, who joined the team in June of 1999. Prior to
joining J.P. Morgan, Mr. Thompson was a senior fixed income portfolio manager at
Goldman Sachs.


- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o    There is no assurance that the fund will meet its investment goal.

o    The fund does not represent a complete investment program.


10 | J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND


<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional New York Tax Exempt Bond Fund.

The bar chart indicates the risks by showing changes in the performance of the
fund's shares from year to year for each of the last 4 calendar years.

The table indicates the risks by showing how the fund's average annual returns
for the past year and the life of the fund compare to those of the Lehman
Brothers 1-16 Year Municipal Bond Index. This is a widely recognized, unmanaged
index of general obligation and revenue bonds with maturities of 1-16 years used
as a measure of overall tax-exempt bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%)     Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
                                1995         1996        1997         1998

20%

                                13.28
10%
                                                         7.68
                                             4.21                    5.61
0%

[_] J.P. Morgan Institutional New York Tax Exempt Bond Fund


The fund's year-to-date total return as of 6/30/99 is -1.26%.

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 4.86% (for the quarter ended 3/31/95) and the
lowest quarterly return was -0.59% (for the quarter ended 3/31/96).



<TABLE>
<CAPTION>
Average annual total return (%)                   Shows performance over time, for periods ended December 31, 1998
- ------------------------------------------------------------------------------------------------------------------
                                                                              Past 1 yr.        Life of fund(1)

<S>                                                                              <C>                  <C>
J.P. Morgan Institutional New York Tax Exempt Bond Fund (after expenses)         5.61                 6.63
- ------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses)                     6.25                 7.07
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before reimbursement are shown at right. The fund has
no sales, redemption, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.


Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                                                   0.30

Marketing (12b-1) fees                                            none

Other expenses                                                    0.28
- ----------------------------------------------------------------------
Total
operating expenses                                                0.58
Fee waiver and expense reimbursement(4)                           0.08
- ----------------------------------------------------------------------
Net expenses                                                      0.50
- ----------------------------------------------------------------------

Expense  example

     The example  below is intended to help you compare the cost of investing in
the fund with the cost of investing in other mutual funds.  The example assumes:
$10,000 initial  investment,  5% return each year, net expenses for the first 16
months and total operating expenses  thereafter,  and all shares sold at the end
of each time  period.  The example is for  comparison  only;  the fund's  actual
return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
                                  1 yr.       3 yrs.      5 yrs.      10 yrs.
Your cost($)                       51          175         313          715
- --------------------------------------------------------------------------------

(1)  The fund commenced operations on 4/11/94, and returns reflect performance
     of the fund from 4/30/94.
(2)  The fund's fiscal year end is 3/31.
(3)  The fund has a master/feeder structure as described on page 19. This table
     is restated to show the current fee arrangements in effect as of 8/1/98,
     and shows the fund's expenses and its share of master portfolio expenses
     for the past fiscal year using the current fees as if they had been in
     effect during the past fiscal year, before reimbursement, expressed as a
     percentage of the fund's average net assets.
(4)  Reflects an agreement date 7/30/99 by Morgan Guaranty Trust Company of New
     York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the
     fund to extent expenses exceed 0.50% (excluding extraordinary expenses) of
     the fund's average daily net assets through 11/28/00.

                    J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND | 11

<PAGE>

J.P. MORGAN INSTITUTIONAL
CALIFORNIA BOND FUND                                      | TICKER SYMBOL: JPICX
- --------------------------------------------------------------------------------
                                            REGISTRANT: J.P. MORGAN SERIES TRUST
                        (J.P. MORGAN CALIFORNIA BOND FUND: INSTITUTIONAL SHARES)

[GRAPHIC OMITTED]  RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]  GOAL
The fund's goal is to provide high after-tax total return for California
residents consistent with moderate risk of capital. This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED]  INVESTMENT APPROACH
The fund invests primarily in California municipal securities that it believes
have the potential to provide high current income which is free from federal and
state personal income taxes for California residents. Because the fund's goal is
high after-tax total return rather than high tax-exempt income, the fund may
invest to a limited extent in securities of other states or territories. To the
extent that the fund invests in municipal securities of other states, the income
from such securities would be free from federal personal income taxes for
California residents but would be subject to California state personal income
taxes. For non-California residents, the income from California municipal
securities is free from federal personal income taxes only. The fund may also
invest in taxable securities. The fund's securities may be of any maturity, but
under normal market conditions the fund's duration will generally range between
three and ten years, similar to that of the Lehman Brothers 1-16 Year Municipal
Bond Index (currently 5.4 years). For a description of duration, please see
fixed income investment process on page 15. At least 90% of assets must be
invested in securities that, at the time of purchase, are rated investment-grade
(BBB/Baa or better) or are the unrated equivalent. No more than 10% of assets
may be invested in securities rated B or BB.

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
fixed income funds will depend on the success of the investment process, which
is described on page 15. Because most of the fund's investments will typically
be from issuers in the State of California, its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, because these bonds are more sensitive to economic
news and their issuers have a less secure financial condition.

An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.



PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages over $340
billion, including more than $5 billion using similar strategies as the fund.

The portfolio management team is led by Robert W. Meiselas, vice president, who
joined the team in June of 1997 and has been at J.P. Morgan since 1987, and
Benjamin Thompson, vice president, who joined the team in June of 1999. Prior to
joining J.P. Morgan, Mr. Thompson was a senior fixed income portfolio manager at
Goldman Sachs.


- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o    There is no assurance that the fund will meet its investment goal.

o    The fund does not represent a complete investment program.


12 | J.P. MORGAN INSTITUTIONAL CALIFORNIA BOND FUND



<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional California Bond Fund.

The bar chart indicates the risks by showing changes in the performance of the
fund's shares from year to year for each of the last 2 calendar years.

The table indicates the risks by showing how the fund's average annual returns
for the past year and life of fund compare to those of the Lehman Brothers 1-16
Year Municipal Bond Index. This is a widely recognized, unmanaged index of
general obligation and revenue bonds with maturities of 1-16 years used as a
measure of overall tax-exempt bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%)     Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
                       1997             1998

 10%
                       7.72             5.60
 5%

 0%

(5%)


[_] J.P. Morgan California Bond Fund: Institutional Shares


The fund's year-to-date total return as of 6/30/99 is -1.17%.

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 3.44% (for the quarter ended 9/30/98) and the
lowest quarterly return was -0.34% (for the quarter ended 3/31/97).


<TABLE>
<CAPTION>
Average annual total return (%)                 Shows performance over time, for period ended December 31, 1998
- ---------------------------------------------------------------------------------------------------------------
                                                                              Past 1 yr.      Life of fund(1)

<S>                                                                               <C>              <C>
J.P. Morgan California Bond Fund: Institutional Shares (after expenses)           5.60             6.66
- ---------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses)                      6.25             7.11
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before reimbursement are shown at right. The fund has
no sales, redemption, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.


Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees                                                 0.30

Marketing (12b-1) fees                                          none

Other expenses(4)                                               0.42
- --------------------------------------------------------------------
Total annual fund
operating expenses(4)                                           0.72
- --------------------------------------------------------------------

Expense example
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, total operating expenses
(before reimbursement) unchanged, and all shares sold at the end of each time
period. The example is for comparison only; the fund's actual return and your
actual costs may be higher or lower.

- --------------------------------------------------------------------------------
                                  1 yr.      3 yrs.      5 yrs.      10 yrs.
Your cost($)                       74         230          401         894
- --------------------------------------------------------------------------------

(1)  The fund commenced operations on 12/23/96, and returns reflect performance
     of the fund from 12/31/96.
(2)  The fund's fiscal year end is 4/30.
(3)  This table is restated to show the current fee arrangements in effect as of
     8/1/98, and shows expenses for the past fiscal year using the current fees
     as if they had been in effect during the past fiscal year, before
     reimbursement, expressed as a percentage of average net assets.
(4)  After reimbursement, other expenses and total operating expenses are 0.20%
     and 0.50%, respectively. This reimbursement arrangement can be changed or
     terminated at any time at the option of J.P. Morgan.

                             J.P. MORGAN INSTITUTIONAL CALIFORNIA BOND FUND | 13

<PAGE>


FIXED INCOME MANAGEMENT APPROACH
- --------------------------------------------------------------------------------
J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $340 billion in assets under management,
including assets managed by the funds' advisor, J.P. Morgan Investment
Management Inc.


J.P. MORGAN INSTITUTIONAL FIXED INCOME FUNDS
These funds invest primarily in bonds and other fixed income securities, either
directly or through a master portfolio (another fund with the same goal). The
funds seek high total return or high current income.

While each fund follows its own strategy, the funds as a group share a single
investment philosophy. This philosophy, developed by the funds' advisor,
emphasizes the potential for consistently enhancing performance while managing
risk.

THE SPECTRUM OF FIXED INCOME FUNDS
The funds described in this prospectus pursue different goals and offer varying
degrees of risk and potential reward. The table below shows degrees of the
relative risk and return that these funds potentially offer. These and other
distinguishing features of each fixed income fund were described on the
preceding pages. Differences among these funds include:

o the types of securities they hold

o the tax status of the income they offer

o the relative emphasis on current income versus total return


Potential risk and return

 R
 e   ---------------------------------------------------------------------------
 t   Global Strategic Income Fund ------------------------------------------ o
 u                                                                           |
 r                                                                           |
 n   New York Tax Exempt Bond Fund* --------------------------- o            |
     California Bond Fund*                                      |            |
(a                                                              |            |
 f                                                              |            |
 t   Tax Exempt Bond Fund* --------------------------- o        |            |
 e                                                     |        |            |
 r                                                     |        |            |
     Bond Fund ------------------------------- o       |        |            |
 t                                             |       |        |            |
 a                                             |       |        |            |
 x   Short Term Bond Fund ------------ o       |       |        |            |
 e                                     |       |       |        |            |
 s)                                    |       |       |        |            |
     ---------------------------------------------------------------------------
                                       Risk


The positions of the funds in this graph reflect long-term performance goals
only, and are relative, not absolute.

*    Based on tax-equivalent returns for an investor in the highest income tax
     bracket.


<PAGE>
WHO MAY WANT TO INVEST

The funds are designed for investors who:

o    want to add an income investment to further diversify a portfolio

o    want an investment whose risk/return potential is higher than that of money
     market funds but generally less than that of stock funds

o    want an investment that pays monthly dividends

o    with regard to the Tax Exempt Bond Fund, are seeking income that is exempt
     from federal personal income tax

o    with regard to the state-specific funds, are seeking income that is exempt
     from federal, state, and local (if applicable) personal income taxes in New
     York or California

The funds are not designed for investors who:

o    are investing for aggressive long-term growth

o    require stability of principal

o    with regard to the Global Strategic Income Fund, are not prepared to accept
     a higher degree of risk than most traditional bond funds

o    with regard to the federal or state tax-exempt funds, are investing through
     a tax-deferred account such as an IRA


14 | FIXED INCOME MANAGEMENT APPROACH

<PAGE>


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

FIXED INCOME INVESTMENT PROCESS
J.P. Morgan seeks to generate an information advantage through the depth of its
global fixed-income research and the sophistication of its analytical systems.
Using a team-oriented approach, J.P. Morgan seeks to gain insights in a broad
range of distinct areas and takes positions in many different areas, helping the
funds to limit exposure to concentrated sources of risk.

In managing the funds described in this prospectus, J.P. Morgan employs a
three-step process that combines sector allocation, fundamental research for
identifying portfolio securities, and duration management.


[GRAPHIC OMITTED]
The funds invest across a range of
different types of securities

Sector allocation  The sector allocation team meets monthly, analyzing the
fundamentals of a broad range of sectors in which a fund may invest. The team
seeks to enhance performance and manage risk by underweighting or overweighting
sectors.


[GRAPHIC OMITTED]
Each fund makes its portfolio decisions
as described earlier in this prospectus

Security selection  Relying on the insights of different specialists, including
credit analysts, quantitative researchers, and dedicated fixed income traders,
the portfolio managers make buy and sell decisions according to each fund's goal
and strategy.


[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process
to control each fund's sensitivity
to interest rates

Duration management  Forecasting teams use fundamental economic factors to
develop strategic forecasts of the direction of interest rates. Based on these
forecasts, strategists establish each fund's target duration, a common
measurement of a security's sensitivity to interest rate movements. For
securities owned by a fund, duration measures the average time needed to receive
the present value of all principal and interest payments by analyzing cash flows
and interest rate movements. A fund's duration is generally shorter than a
fund's average maturity because the maturity of a security only measures the
time until final payment is due. Each fund's target duration typically remains
relatively close to the duration of the market as a whole, as represented by the
fund's benchmark. The strategists closely monitor the funds and make tactical
adjustments as necessary.

                                           FIXED INCOME MANAGEMENT APPROACH | 15

<PAGE>

YOUR INVESTMENT
- --------------------------------------------------------------------------------
For your convenience, the J.P. Morgan Institutional Funds offer several ways to
start and add to fund investments.

INVESTING THROUGH A FINANCIAL PROFESSIONAL
If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN
Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA
Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY
Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o    Choose a fund (or funds) and determine the amount you are investing. The
     minimum amount for initial investments is $5,000,000 for the Short Term
     Bond, Bond, Tax Exempt Bond, New York Tax Exempt Bond and California Bond
     funds and $1,000,000 for the Global Strategic Income Fund and for
     additional investments $25,000, although these minimums may be less for
     some investors. For more information on minimum investments, call
     1-800-766-7722.

o    Complete the application, indicating how much of your investment you want
     to allocate to which fund(s). Please apply now for any account privileges
     you may want to use in the future, in order to avoid the delays associated
     with adding them later on.

o    Mail in your application, making your initial investment as shown at right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.


<PAGE>

OPENING YOUR ACCOUNT

By wire

o    Mail your completed application to the Shareholder Services Agent.

o    Call the Shareholder Services Agent to obtain an account number and to
     place a purchase order. Funds that are wired without a purchase order will
     be returned uninvested.

o    After placing your purchase order, instruct your bank to wire the amount of
     your investment to:

Morgan Guaranty Trust Company of New York-Delaware
Routing number: 031-100-238
Credit: J.P. Morgan Institutional Funds
Account number: 001-57-689
FFC: your account number, name of registered owner(s) and fund name

By check

o    Make out a check for the investment amount payable to J.P. Morgan
     Institutional Funds.

o    Mail the check with your completed application to the Shareholder Services
     Agent.

By exchange

o    Call the Shareholder Services Agent to effect an exchange.


ADDING TO YOUR ACCOUNT

By wire

o    Call the Shareholder Services Agent to place a purchase order. Funds that
     are wired without a purchase order will be returned uninvested.

o    Once you have placed your purchase order, instruct your bank to wire the
     amount of your investment as described above.

By check

o    Make out a check for the investment amount payable to J.P. Morgan
     Institutional Funds.

o    Mail the check with a completed investment slip to the Shareholder Services
     Agent. If you do not have an investment slip, attach a note indicating your
     account number and how much you wish to invest in which fund(s).

By exchange

o    Call the Shareholder Services Agent to effect an exchange.


16 | YOUR INVESTMENT

<PAGE>

- --------------------------------------------------------------------------------
SELLING SHARES

By phone -- wire payment

o    Call the Shareholder Services Agent to verify that the wire redemption
     privilege is in place on your account. If it is not, a representative can
     help you add it.

o    Place your wire request. If you are transferring money to a non-Morgan
     account, you will need to provide the representative with the personal
     identification number (PIN) that was provided to you when you opened your
     fund account.

By phone -- check payment

o    Call the Shareholder Services Agent and place your request. Once your
     request has been verified, a check for the net amount, payable to the
     registered owner(s), will be mailed to the address of record. For checks
     payable to any other party or mailed to any other address, please make your
     request in writing (see below).

In writing

o    Write a letter of instruction that includes the following information: The
     name of the registered owner(s) of the account; the account number; the
     fund name; the amount you want to sell; and the recipient's name and
     address or wire information, if different from those of the account
     registration.

o    Indicate whether you want the proceeds sent by check or by wire.

o    Make sure the letter is signed by an authorized party. The Shareholder
     Services Agent may require additional information, such as a signature
     guarantee.

o    Mail the letter to the Shareholder Services Agent.

By exchange

o    Call the Shareholder Services Agent to effect an exchange.

Redemption In Kind

o    Each fund reserves the right to make redemptions of over $250,000 in
     securities rather than in cash.


<PAGE>

ACCOUNT AND TRANSACTION POLICIES

Telephone orders  The funds accept telephone orders from all shareholders. To
guard against fraud, the funds require shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if a fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges  You may exchange shares in these funds for shares in any other J.P.
Morgan Institutional or J.P. Morgan mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that for tax purposes an exchange
is considered a sale.

A fund may alter, limit, or suspend its exchange policy at any time.

Business hours and NAV calculations  The funds' regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). Each fund
calculates its net asset value per share (NAV) every business day as of the
close of trading on the NYSE (normally 4:00 p.m. eastern time). Each fund's
securities are typically priced using pricing services or market quotes. When
these methods are not available or do not represent a security's value at the
time of pricing (e.g. when an event occurs after the close of trading that would
materially impact a security's value), the security is valued in accordance with
the fund's fair valuation procedures.

Timing of orders  Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. A fund has the right to suspend redemption of shares and to
postpone payment of proceeds for up to seven days or as permitted by law.

- --------------------------------------------------------------------------------
   Shareholder Services Agent
   J.P. Morgan Funds Services
   522 Fifth Avenue
   New York, NY 10036
   1-800-766-7722

   Representatives are available 8:00 a.m. to 5:00 p.m. eastern
   time on fund business days.

                                                            YOUR INVESTMENT | 17

<PAGE>

- --------------------------------------------------------------------------------
Timing of settlements  When you buy shares, you will become the owner of record
when a fund receives your payment, generally the day following execution. When
you sell shares, proceeds are generally available the day following execution
and will be forwarded according to your instructions.

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

Statements and reports  The funds send monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months each fund sends out an annual or semi-annual report containing
information on its holdings and a discussion of recent and anticipated market
conditions and fund performance.

Accounts with below-minimum balances  If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), each fund reserves the right to request that you buy more shares
or close your account. If your account balance is still below the minimum 60
days after notification, each fund reserves the right to close out your account
and send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS
Income dividends are typically declared daily and paid monthly. If an investor's
shares are redeemed during the month, accrued but unpaid dividends are paid with
the redemption proceeds. Shares of a fund earn dividends on the business day the
purchase is effective, but not on the business day the redemption is effective.
Each fund distributes capital gains, if any, once a year. However, a fund may
make more or fewer payments in a given year, depending on its investment results
and its tax compliance situation. Each fund's dividends and distributions
consist of most or all of its net investment income and net realized capital
gains.

Dividends and distributions are reinvested in additional fund shares.
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check, credited to a separate account, or
invested in another J.P. Morgan Institutional Fund.


<PAGE>

TAX CONSIDERATIONS
In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities for taxable accounts:

- --------------------------------------------------------------------------------
Transaction                           Tax status

Income dividends from the             Exempt from federal, state,
New York Tax Exempt Bond              and New York City personal
Fund                                  income taxes for New York
                                      residents only

Income dividends from the             Exempt from federal and state
California Bond Fund                  personal income taxes for
                                      California residents only

Income dividends from the             Exempt from federal personal
Tax Exempt Bond Fund                  income taxes

Income dividends from                 Ordinary income
all other funds

Short-term capital gains              Ordinary income
distributions

Long-term capital gains               Capital gains
distributions

Sales or exchanges of                 Capital gains or
shares owned for more                 losses
than one year

Sales or exchanges of                 Gains are treated as ordinary
shares owned for one year             income; losses are subject
or less                               to special rules
- --------------------------------------------------------------------------------

Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when a fund is about to declare a long-term capital
gains distribution. A portion of the Tax Exempt Bond, New York Tax Exempt Bond
and California Bond funds' returns may be subject to federal, state, or local
tax, or the alternative minimum tax. Every January, each fund issues tax
information on its distributions for the previous year. Any investor for whom a
fund does not have a valid taxpayer identification number will be subject to
backup withholding for taxes. The tax considerations described in this section
do not apply to tax-deferred accounts or other non-taxable entities. Because
each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.


18 | YOUR INVESTMENT


<PAGE>

FUND DETAILS
- --------------------------------------------------------------------------------
BUSINESS STRUCTURE

As noted earlier, each fund (except the California Bond Fund) is a series of
J.P. Morgan Institutional Funds, a Massachusetts business trust, and is a
"feeder" fund that invests in a master portfolio. (Except where indicated, this
prospectus uses the term "the fund" to mean the feeder fund and its master
portfolio taken together.)

Each master portfolio accepts investments from other feeder funds, and all the
feeders of a given master portfolio bear the portfolio's expenses in proportion
to their assets. However, each feeder can set its own transaction minimums,
fund-specific expenses and other conditions. This means that one feeder could
offer access to the same master portfolio on more attractive terms, or could
experience better performance, than another feeder. Information about other
feeders is available by calling 1-800-766-7722. Generally, when a master
portfolio seeks a vote, each of its feeder funds will hold a shareholder meeting
and cast its vote proportionately, as instructed by its shareholders. Fund
shareholders are entitled to one full or fractional vote for each dollar or
fraction of a dollar invested.

Each feeder fund and its master portfolio expect to maintain consistent goals,
but if they do not, the feeder fund will withdraw from the master portfolio,
receiving its assets either in cash or securities. Each feeder fund's trustees
would then consider whether it should hire its own investment adviser, invest in
a different master portfolio, or take other action.

The California Bond Fund is a series of J.P. Morgan Series Trust, a
Massachusetts business trust. Information about other series or classes is
available by calling 1-800-766-7722. In the future, the trustees could create
other series or share classes, which would have different expenses.

MANAGEMENT AND ADMINISTRATION
The feeder funds described in this prospectus, their corresponding master
portfolios, and J.P. Morgan Series Trust are all governed by the same trustees.
The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with J.P. Morgan, provides fund
officers. J.P. Morgan, as co-administrator, oversees each fund's other service
providers.

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:


<PAGE>

- --------------------------------------------------------------------------------
Advisory services                        Percentage of the master
                                         portfolio's average net assets

Short Term Bond                                     0.25%

Bond                                                0.30%

Global Strategic Income                             0.45%

Tax Exempt Bond                                     0.30%

New York Tax Exempt Bond                            0.30%

Administrative services                  Master portfolio's and fund's pro-
(fee shared with Funds                   rata portions of 0.09% of the
Distributor, Inc.)                       first $7 billion in J.P. Morgan-
                                         advised portfolios, plus 0.04% of
                                         average net assets over $7 billion


Shareholder services                     0.10% of each fund's average
                                         net assets
- --------------------------------------------------------------------------------
The California Bond Fund, subject to the expense reimbursements described
earlier in this prospectus, pays J.P. Morgan the following fees for investment
advisory and other services:


- --------------------------------------------------------------------------------
Advisory services                    0.30% of the fund's average
                                     net assets

Administrative services              Fund's pro-rata portion of 0.09%
(fee shared with                     of the first $7 billion of average
Funds Distributor, Inc.)             net assets in J.P. Morgan-advised
                                     portfolios, plus 0.04% of average
                                     assets over $7 billion

Shareholder services                 0.10% of the fund's average
                                     net assets
- --------------------------------------------------------------------------------
J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in a fund.

YEAR 2000

Fund operations and shareholders could be adversely affected if the computer
systems used by J.P. Morgan, the funds' other service providers and other
entities with computer systems linked to the funds do not properly process and
calculate the date January 1, 2000 and dates thereafter. J.P. Morgan is working
to avoid these problems and to obtain assurances from other service providers
that they are taking similar steps. However, it is not certain that these
actions will be sufficient to prevent these date-related problems from adversely
impacting fund operations and shareholders. In addition, to the extent that
operations of issuers of securities held by the funds are impaired by
date-related problems or prices of securities decline as a result of real or
perceived date-related problems of issuers held by the fund or generally, the
net asset value of the funds will decline. While the funds cannot predict at
this time the degree of impact, it is possible that foreign markets will be less
prepared than those in the U.S.

                                                               FUND DETAILS | 19

<PAGE>

- --------------------------------------------------------------------------------
RISK AND REWARD ELEMENTS

This table discusses the main elements that make up each fund's overall risk and
reward characteristics. It also outlines each fund's policies toward various
investments, including those that are designed to help certain funds manage
risk.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Potential risks                          Potential rewards                      Policies to balance risk and
reward
- ------------------------------------------------------------------------------------------------------------------------------------
Market conditions
<S>                                      <C>                                    <C>
o  Each fund's share price, yield,       o  Bonds have generally                o  Under normal circumstances the funds plan to
   and total return will fluctuate          outperformed money market              remain fully invested in bonds and other fixed
   in response to bond market               investments over the long term,        income securities as noted in the table on pages
   movements                                with less risk than stocks
22-23

o  The value of most bonds will          o  Most bonds will rise in value       o  The funds seek to limit risk and enhance total
   fall when interest rates rise;           when interest rates fall               return or yields through careful management,
   the longer a bond's maturity and                                                sector allocation, individual securities
   the lower its credit quality,         o  Mortgage-backed and asset-backed       selection, and duration management
   the more its value typically             securities can offer attractive
   falls                                    returns                             o  During severe market downturns, the funds have
                                                                                   the option of investing up to 100% of assets in
o  Adverse market conditions may                                                   investment-grade short-term securities
   from time to time cause a fund
   to take temporary defensive                                                  o  J.P. Morgan monitors interest rate trends, as
   positions that are inconsistent                                                 well as geographic and demographic information
   with its principal investment                                                   related to mortgage-backed securities and
   strategies and may hinder a fund                                                mortgage prepayments
   from achieving its investment
   objective

o  Mortgage-backed and asset-backed
   securities (securities
   representing an interest in, or
   secured by, a pool of mortgages
   or other assets such as
   receivables) could generate
   capital losses or periods of low
   yields if they are paid off
   substantially earlier or later
   than anticipated
- ------------------------------------------------------------------------------------------------------------------------------------
Credit quality

o  The default of an issuer would        o  Investment-grade bonds have a       o  Each fund maintains its own policies for
   leave a fund with unpaid                 lower risk of default                  balancing credit quality against potential yields
   interest or principal                                                           and gains in light of its investment goals
                                         o  Junk bonds offer higher yields
o  Junk bonds (those rated BB/Ba or         and higher potential gains          o  J.P. Morgan develops its own ratings of unrated
   lower) have a higher risk of                                                    securities and makes a credit quality
   default, tend to be less liquid,                                                determination for unrated securities
   and may be more difficult to
   value
- ------------------------------------------------------------------------------------------------------------------------------------
Foreign investments

o  A fund could lose money because       o  Foreign bonds, which represent a    o  Foreign bonds are a primary investment only for
   of foreign government actions,           major portion of the world's           the Global Strategic Income fund and may be a
   political instability, or lack           fixed income securities, offer         significant investment for the Short Term Bond
   of adequate and accurate                 attractive potential performance       and Bond funds; the Tax Exempt Bond, New York Tax
   information                              and opportunities for                  Exempt Bond and California Bond funds are not
                                            diversification                        permitted to invest any assets in foreign bonds
o  Currency exchange rate movements
   could reduce gains or create          o  Favorable exchange rate             o  To the extent that a fund invests in foreign
   losses                                   movements could generate gains         bonds, it may manage the currency exposure of its
                                            or reduce losses                       foreign investments relative to its benchmark,
o  Currency and investment risks                                                   and may hedge a portion of its foreign currency
   tend to be higher in emerging         o  Emerging markets can offer             exposure into the U.S. dollar from time to time
   markets                                  higher returns                         (see also "Derivatives"); these currency
                                                                                   management techniques may not be available for
                                                                                   certain emerging markets investments
- ------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed
delivery securities

o  When a fund buys securities           o  A fund can take advantage of        o  Each fund uses segregated accounts to offset
   before issue or for delayed              attractive transaction                 leverage risk
   delivery, it could be exposed to         opportunities
   leverage risk if it does not use
   segregated accounts
</TABLE>

20 | FUND DETAILS

<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Potential risks                          Potential rewards                      Policies to balance risk and
reward
- ------------------------------------------------------------------------------------------------------------------------------------
Management choices
<S>                                      <C>                                    <C>
o  A fund could underperform its         o  A fund could outperform its         o  J.P. Morgan focuses its active management on
   benchmark due to its sector,             benchmark due to these same            those areas where it believes its commitment to
   securities or duration choices           choices                                research can most enhance returns and manage
                                                                                   risks in a consistent way
- ------------------------------------------------------------------------------------------------------------------------------------
Derivatives


o  Derivatives such as futures,          o  Hedges that correlate well with     o  The funds use derivatives, such as futures,
   options, swaps and forward               underlying positions can reduce        options, swaps and forward foreign currency
   foreign currency contracts that          or eliminate losses at low cost        contracts for hedging and for risk management
   are used for hedging the                                                        (i.e., to adjust duration or yield curve
   portfolio or specific securities      o  A fund could make money and            exposure, or to establish or adjust exposure to
   may not fully offset the                 protect against losses if              particular securities, markets, or currencies);
   underlying positionso and this           management's analysis proves           risk management may include management of a
   could result in losses to the            correct                                fund's exposure relative to its benchmark; the
   fund that would not have                                                        Tax Exempt Bond, New York Tax Exempt Bond and
   otherwise occurred                    o  Derivatives that involve               California Bond funds are permitted to enter
                                            leverage could generate                into futures and options transactions, however,
o  Derivatives used for risk                substantial gains at low cost          these transactions result in taxable gains or
   management may not have the                                                     losses so it is expected that these funds will
   intended effects and may result                                                 utilize them infrequently; forward foreign
   in losses or missed                                                             currency contracts are not permitted to be used
   opportunities                                                                   by the Tax Exempt Bond, New York Tax Exempt
                                                                                   Bond and California Bond funds
o  The counterparty to a
   derivatives contract could                                                   o  The funds only establish hedges that they
   default                                                                         expect will be highly correlated with
                                                                                   underlying positions
o  Certain types of derivatives
   involve costs to the funds which                                             o  While the funds may use derivatives that
   can reduce returns                                                              incidentally involve leverage, they do not use
                                                                                   them for the specific purpose of leveraging
o  Derivatives that involve                                                        their portfolios
   leverage could magnify
   losses
- ------------------------------------------------------------------------------------------------------------------------------------
Securities
lending


o  When a fund lends a security,         o  A fund may enhance income           o  J.P. Morgan maintains a list of approved
   there is a risk that the loaned          through the investment of the          borrowers
   securities may not be returned           collateral received from the
   if the borrower defaults                 borrower                            o  The fund receives collateral equal to at least
                                                                                   100% of the current value of securities loaned
o  The collateral will be subject
   to the risks of the securities                                               o  The lending agents indemnify a fund against
   in which it is invested                                                         borrower default

                                                                                o  J.P. Morgan's collateral investment guidelines
                                                                                   limit the quality and duration of collateral
                                                                                   investment to minimize losses

                                                                                o  Upon recall, the borrower must return the
                                                                                   securities loaned within the normal settlement
                                                                                   period
- ------------------------------------------------------------------------------------------------------------------------------------
Illiquid
holdings

o  A fund could have difficulty          o  These holdings may offer more       o  No fund may invest more than 15% of net assets
   valuing these holdings precisely         attractive yields or potential         in illiquid holdings
                                            growth than comparable widely
o  A fund could be unable to sell           traded securities                   o  To maintain adequate liquidity to meet
   these holdings at the time or                                                   redemptions, each fund may hold
   price desired                                                                   investment-grade short-term securities
                                                                                   (including repurchase agreements and reverse
                                                                                   repurchase agreements) and, for temporary or
                                                                                   extraordinary purposes, may borrow from banks
                                                                                   up to 33 1/3% of the value of its total assets
- ------------------------------------------------------------------------------------------------------------------------------------
Short-term
trading


o  Increased trading would raise a       o  A fund could realize gains in a     o  The funds generally avoid short-term trading,
   fund's transaction costs                 short period of time                   except to take advantage of attractive or
                                                                                   unexpected opportunities or to meet demands
o  Increased short-term capital          o  A fund could protect against           generated by shareholder activity. The turnover
   gains distributions would raise          losses if a bond is overvalued         rate for each fund is its most recent fiscal year
   shareholders' income tax                 and its value later falls              end is as follows: Short Term Bond (381%), Bond
   liability                                                                       (115%), Global Strategic Income (142%), Tax
                                                                                   Exempt Bond (16%), New York Tax Exempt Bond
                                                                                   (44%), and California Bond (40%)



</TABLE>
<PAGE>

- -------------------
(1)  A futures contract is an agreement to buy or sell a set quantity of an
     underlying instrument at a future date, or to make or receive a cash
     payment based on changes in the value of a securities index. An option is
     the right to buy or sell a set quantity of an underlying instrument at a
     pre-determined price. A swap is a privately negotiated agreement to
     exchange one stream of payments for another. A forward foreign currency
     contract is an obligation to buy or sell a given currency on a future date
     and at a set price.


                                                               FUND DETAILS | 21


<PAGE>

- --------------------------------------------------------------------------------
Investments

This table discusses the customary types of investments which can be held by
each fund. In each case the principal types of risk are listed on the following
page (see below for definitions).This table reads across two pages.



- --------------------------------------------------------------------------------
Asset-backed securities  Interests in a stream of payments from specific assets,
such as auto or credit card receivables.
- --------------------------------------------------------------------------------
Bank obligations  Negotiable certificates of deposit, time deposits and bankers'
acceptances of domestic and foreign issuers.
- --------------------------------------------------------------------------------
Commercial paper  Unsecured short term debt issued by domestic and foreign banks
or corporations. These securities are usually discounted and are rated by S&P
or Moody's.
- --------------------------------------------------------------------------------
Convertible securities  Domestic and foreign debt securities that can be
converted into equity securities at a future time and price.
- --------------------------------------------------------------------------------
Corporate bonds  Debt securities of domestic and foreign industrial, utility,
banking, and other financial institutions.
- --------------------------------------------------------------------------------
Mortgages (directly held)  Domestic debt instrument which gives the lender a
lien on property as security for the loan payment.
- --------------------------------------------------------------------------------
Mortgage-backed securities  Domestic and foreign securities (such as Ginnie
Maes, Freddie Macs, Fannie Maes) which represent interests in pools of
mortgages, whereby the principal and interest paid every month is passed through
to the holder of the securities.
- --------------------------------------------------------------------------------
Mortgage dollar rolls  The purchase of mortgage-backed securities with the
promise to purchase similar securities upon the maturity of the original
security. Segregated accounts are used to offset leverage risk.
- --------------------------------------------------------------------------------
Participation interests  Interests that represent a share of bank debt or
similar securities or obligations.
- --------------------------------------------------------------------------------
Private placements  Bonds or other investments that are sold directly to an
institutional investor.
- --------------------------------------------------------------------------------
REITs and other real-estate related instruments  Securities of issuers that
invest in real estate or are secured by real estate.
- --------------------------------------------------------------------------------
Repurchase agreements  Contracts whereby the fund agrees to purchase a security
and resell it to the seller on a particular date and at a specific price.
- --------------------------------------------------------------------------------
Reverse repurchase agreements  Contracts whereby the fund sells a security and
agrees to repurchase it from the buyer on a particular date and at a specific
price. Considered a form of borrowing.
- --------------------------------------------------------------------------------
Sovereign debt, Brady bonds, and debt of supranational organizations  Dollar- or
non-dollar-denominated securities issued by foreign governments or supranational
organizations. Brady bonds are issued in connection with debt restructurings.
- --------------------------------------------------------------------------------
Swaps  Contractual agreement whereby a party agrees to exchange periodic
payments with a counterparty. Segregated accounts are used to offset leverage
risk.
- --------------------------------------------------------------------------------
Synthetic variable rate instruments  Debt instruments whereby the issuer agrees
to exchange one security for another in order to change the maturity or quality
of a security in the fund.
- --------------------------------------------------------------------------------
Tax exempt municipal securities  Securities, generally issued as general
obligation and revenue bonds, whose interest is exempt from federal taxation and
state and/or local taxes in the state where the securities were issued.
- --------------------------------------------------------------------------------
U.S. government securities  Debt instruments (Treasury bills, notes, and bonds)
guaranteed by the U.S. government for the timely payment of principal and
interest.
- --------------------------------------------------------------------------------
Zero coupon, pay-in-kind, and deferred payment securities  Domestic and foreign
securities offering non-cash or delayed-cash payment. Their prices are typically
more volatile than those of some other debt instruments and involve certain
special tax considerations.
- --------------------------------------------------------------------------------

<PAGE>


Risk related to certain investments held by J.P. Morgan Institutional fixed
income funds:

Credit risk  The risk a financial obligation will not be met by the issuer of a
security or the counterparty to a contract, resulting in a loss to the
purchaser.

Currency risk  The risk currency exchange rate fluctuations may reduce gains or
increase losses on foreign investments.

Environmental risk  The risk that an owner or operator of real estate may be
liable for the costs associated with hazardous or toxic substances located on
the property.

Extension risk  The risk a rise in interest rates will extend the life of a
mortgage-backed security to a date later than the anticipated prepayment date,
causing the value of the investment to fall.

Interest rate risk  The risk a change in interest rates will adversely affect
the value of an investment. The value of fixed income securities generally moves
in the opposite direction of interest rates (decreases when interest rates rise
and increases when interest rates fall).

Leverage risk  The risk of gains or losses disproportionately higher than the
amount invested.


22  |  FUND DETAILS

<PAGE>

*  Permitted (and if applicable, percentage limitation)
   percentage of total assets - bold
   percentage of net assets - italic

o  Permitted, but not typically used
+  Permitted, but no current intention of use
- -- Not permitted

Principal Types of Risk

<TABLE>
<CAPTION>
                                                                Short                 Global      Tax       New York
                                                                Term                  Strategic   Exempt    Tax
Exempt    California
                                                                Bond        Bond      Income      Bond
Bond          Bond
<S>                                                             <C>         <C>       <C>         <C>
<C>           <C>
credit, interest rate, market, prepayment                       *           *         *           o
o             o

credit, currency, liquidity, political                          *(1)        *(1)      o           oDomestic
oDomestic     oDomestic
                                                                                                   Only
Only          Only

credit, currency, interest rate, liquidity, market,
  political                                                     *           *         o           *
*             *

credit, currency, interest rate, liquidity, market,               25%         25%
  political, valuation                                          * Foreign   * Foreign o           --
- --            --

credit, currency, interest rate, liquidity, market,               25%         25%
  political, valuation                                          * Foreign   * Foreign *           --
- --            --

credit, environmental, extension, interest rate,
  liquidity, market, natural event, political,
  prepayment, valuation                                         *           *         *           +
+             +

credit, currency, extension, interest rate, leverage,
  market, political, prepayment                                 *           *         *           --
- --            --

currency, extension, interest rate, leverage,
  liquidity, market, political, prepayment                      *33 1/3%    *33 1/3%  *33 1/3%    --
- --            --

credit, currency, extension, interest rate,
  liquidity, political, prepayment                              *           *         *           --
- --            --

credit, interest rate, liquidity, market, valuation             *           *         *           *
*             *

credit, interest rate, liquidity, market, natural
  event, prepayment, valuation                                  *           *         *           --
- --            --

credit                                                          *           *         *           o
o             o

credit                                                          *(3)        *(3)      *(3)        O(3)
O(3)          O(3)

credit, currency, interest rate, market, political              *           *         *           --
- --            --

credit, currency, interest rate, leverage, market,
  political                                                     *           *         *           *
- --            --

credit, interest rate, leverage, liquidity, market              --          --        --          *
*             *

credit, interest rate, market, natural event,
  political                                                     o           o         --          *(2)
*(2)          *(2)

interest rate                                                   *           *         *           *
*             *

credit, currency, interest rate, liquidity, market,
  political, valuation                                          *           *         *           *
*             *
</TABLE>



<PAGE>

Liquidity risk  The risk the holder may not be able to sell the security at the
time or price it desires.

Market risk  The risk that when the market as a whole declines, the value of a
specific investment will decline proportionately. This systematic risk is common
to all investments and the mutual funds that purchase them.

Natural event risk  The risk a natural disaster, such as a hurricane or similar
event, will cause severe economic losses and default in payments by the issuer
of the security.

Political risk  The risk governmental policies or other political actions will
negatively impact the value of the investment.

Prepayment risk  The risk declining interest rates will result in unexpected
prepayments, causing the value of the investment to fall.

Valuation risk  The risk the estimated value of a security does not match the
actual amount that can be realized if the security is sold.

(1)  For each of the Short Term Bond and Bond funds, all foreign securities in
     the aggregate may not exceed 25% of such fund's assets.

(2)  At least 65% of assets must be in tax exempt securities (for New York Tax
     Exempt Bond and California Bond funds, the 65% must be in New York or
     California municipal securities, respectively).

(3)  All forms of borrowing (including securities lending and reverse repurchase
     agreements) in the aggregate may not exceed 33 1/3% of the fund's total
     assets.

                                                             FUND DETAILS  |  23


<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each fund's
financial performance for the past one through five fiscal years or periods, as
applicable. Certain information reflects financial results for a single fund
share. The total returns in the tables represent the rate that an investor would
have earned (or lost) on an investment in a fund (assuming reinvestment of all
dividends and distributions). Except where noted, this information has been
audited by PricewaterhouseCoopers LLP, whose reports, along with each fund's
financial statements, are included in the respective fund's annual report, which
are available upon request.


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND


Per-share data                                  For periods ended
- -----------------------------------------------------------------------------------------------------------------------------------
                                                             10/31/94    10/31/95    10/31/96     10/31/97
10/31/98     4/30/99


(unaudited)
<S>                                  <C>                       <C>         <C>          <C>         <C>
<C>         <C>
Net asset value, beginning of period ($)                       9.99        9.60         9.83        9.85
9.84        9.96
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                     0.47        0.58         0.55        0.61
0.59        0.27
 Net realized and unrealized gain (loss)
 on investment and foreign currency contracts
 and transactions($)                                          (0.39)       0.24         0.02       (0.01)
0.12       (0.09)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                           0.08        0.82         0.57        0.60
0.71        0.18
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                    (0.47)      (0.59)       (0.55)      (0.61)
(0.59)      (0.27)
 Net realized gain ($)                                           --          --           --          --
- --       (0.04)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                       (0.47)      (0.59)       (0.55)      (0.61)
(0.59)      (0.31)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                             9.60        9.83         9.85        9.84
9.96        9.83
- ------------------------------------------------------------------------------------------------------------------------------------


Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)                                               0.87        8.81         6.01        6.27
7.40        1.87(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                      47,679      18,916       17,810      27,375
232,986     243,292
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                               0.45        0.45         0.37        0.25
0.25        0.27(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                      4.96        6.09         5.69        6.19
5.84        5.49(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without
reimbursement (%)                                              0.78        0.67         1.37        0.96
0.62        0.52(2)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Not annualized.
(2)  Annualized.

24 | FUND DETAILS


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL BOND FUND


Per-share data                                  For periods ended
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            10/31/94    10/31/95     10/31/96    10/31/97
10/31/98    4/30/99

(unaudited)
<S>                                  <C>                      <C>          <C>          <C>         <C>
<C>         <C>
Net asset value, beginning of period ($)                      10.14        9.23         9.98        9.84
10.01       10.10
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                     0.55        0.63         0.61        0.65
0.64        0.29
 Net realized and unrealized gain (loss)
 on investment and foreign currency contracts
 and transactions ($)                                         (0.88)       0.75        (0.11)       0.18
0.15       (0.20)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                          (0.33)       1.38         0.50        0.83
0.79        0.09
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                    (0.55)      (0.63)       (0.61)      (0.64)
(0.63)      (0.29)
 Net realized gain ($)                                        (0.03)        .--        (0.03)      (0.02)
(0.07)      (0.12)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                       (0.58)      (0.63)       (0.64)      (0.66)
(0.70)      (0.41)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                             9.23        9.98         9.84       10.01
10.10        9.78
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)                                              (3.33)      15.50         5.21        8.78
8.18        0.94(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                     253,174     438,610      836,066     912,054
1,001,411   1,099,383
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                               0.50        0.47         0.50        0.50
0.49        0.50(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                      6.00        6.62         6.28        6.59
6.32        5.99(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without
reimbursement (%)                                              0.69        0.52         0.53        0.50
0.50        0.50(2)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



(1) Not annualized.
(2) Annualized.


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND
Per-share data                                  For periods ended
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               10/31/97(1)
10/31/98     4/30/99

(unaudited)
<S>                                  <C>                                                           <C>
<C>           <C>

Net asset value, beginning of period ($)                                                           10.00
10.16         9.72
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                                                          0.46
0.75         0.31
 Net realized and unrealized gain (loss)
 on investment and foreign currency transactions ($)                                                0.15
(0.45)        0.12
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                                                                0.61
0.30         0.43
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                                                         (0.45)
(0.70)       (0.30)
 Net realized gain ($)                                                                                --
(0.02)          --
 Return of capital                                                                                    --
(0.02)          --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                                                            (0.45)
(0.74)       (0.30)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                                                                 10.16
9.72         9.85
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%)                                                                                   6.15(2)
2.91         4.45(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                                                          105,051
223,700      265,865
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                                                                    0.65(3)
0.65         0.65(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                                                           7.12(3)
6.59         6.65(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without
reimbursement (%)                                                                                   1.18(3)
0.83         0.78(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  The fund commenced operations on 3/17/97.
(2)  Not annualized.
(3)  Annualized.

                                                                FUND DETAILS| 25

<PAGE>
- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND
<TABLE>
<CAPTION>

Per-share data              For periods ended
- ----------------------------------------------------------------------------------------------------------------------------------
                                                            8/31/94     8/31/95     8/31/96      8/31/97
8/31/98     2/28/99

(unaudited)
<S>                                                           <C>         <C>          <C>         <C>
<C>         <C>
Net asset value, beginning of period ($)                     10.07        9.75        10.01        9.92
10.12       10.38
- ----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income ($)                                   0.48        0.49         0.48        0.48
0.47        0.23
  Net realized and unrealized gain (loss)
  on investment ($)                                          (0.32)       0.26        (0.07)       0.20
0.26        0.01
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                          0.16        0.75         0.41        0.68
0.73        0.24
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
  Net investment income ($)                                  (0.48)      (0.49)       (0.48)      (0.48)
(0.47)      (0.23)
  Net realized gain ($)                                         --          --        (0.02)      (0.00)(1)
- --       (0.00)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                      (0.48)      (0.49)       (0.50)      (0.48)
(0.47)      (0.23)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                            9.75       10.01         9.92       10.12
10.38       10.39
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
Total return (%)                                              1.61        8.00         4.13        7.06
7.37        2.34(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                     16,415      59,867      121,131     201,614
316,594     399,656
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                              0.50        0.50         0.50        0.50
0.50        0.50(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                     4.70        5.09         4.82        4.83
4.58        4.41(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without
reimbursement (%)                                             1.98        0.71         0.60        0.56
0.53        0.52(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Less than $0.01 per share.
(2) Not annualized.
(3) Annualized.


- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND
<TABLE>
<CAPTION>

Per-share data              For fiscal periods ended March 31
- -----------------------------------------------------------------------------------------------------------------------
                                                             1995(1)      1996         1997        1998         1999
<S>                                                           <C>         <C>          <C>         <C>          <C>
Net asset value, beginning of period ($)                     10.00       10.11        10.34       10.31        10.67
- -----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income ($)                                   0.42        0.49         0.48        0.48         0.45
  Net realized and unrealized gain (loss)
  on investment ($)                                           0.11        0.25        (0.02)       0.40         0.13
- -----------------------------------------------------------------------------------------------------------------------
Total from investment operations ($)                          0.53        0.74         0.46        0.88         0.58
- -----------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
  Net investment income ($)                                  (0.42)      (0.49)       (0.48)      (0.48)       (0.45)
  Net realized gain ($)                                         --       (0.02)       (0.01)      (0.04)       (0.08)
- -----------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                      (0.42)      (0.51)       (0.49)      (0.52)       (0.53)
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($)                           10.11       10.34        10.31       10.67        10.72
- -----------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
Total return (%)                                              5.49(2)     7.40         4.54        8.64         5.51
- -----------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                     20,621      47,926       90,792     111,418      204,986
- -----------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%)                                              0.50(3)     0.50         0.50        0.50         0.50
- -----------------------------------------------------------------------------------------------------------------------
Net investment income (%)                                     4.65(3)     4.67         4.70        4.54         4.15
- -----------------------------------------------------------------------------------------------------------------------
Expenses without
reimbursement (%)                                             1.05(3)     0.67         0.64        0.59         0.57
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund commenced operations on 4/11/94.
(2) Not annualized.
(3) Annualized.


26  |  FUND DETAILS


<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL CALIFORNIA BOND FUND


Per-share data    For fiscal periods ended April 30
- -----------------------------------------------------------------------------------------------
                                                               1997(1)      1998         1999
<S>                                                             <C>          <C>         <C>
Net asset value, beginning of period ($)                       10.00        9.90        10.20
- -----------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income ($)                                      0.16        0.42         0.41
 Net realized and unrealized gain (loss)
  on investment ($)                                            (0.10)       0.30         0.25
- -----------------------------------------------------------------------------------------------
Total from investment operations ($)                            0.06        0.72         0.66
- -----------------------------------------------------------------------------------------------
Distributions to shareholders from:
 Net investment income ($)                                     (0.16)      (0.42)       (0.41)
 Net realized gain ($)                                            --          --        (0.05)
- -----------------------------------------------------------------------------------------------
Total distributions to shareholders ($)                        (0.16)      (0.42)       (0.46)
- -----------------------------------------------------------------------------------------------
Net asset value, end of period ($)                              9.90       10.20        10.40
- -----------------------------------------------------------------------------------------------
Ratios and supplemental data
Total return (%)                                                0.56(2)     7.35         6.55
- -----------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                       14,793      46,280       64,102
- -----------------------------------------------------------------------------------------------
Ratio to average net assets:
- -----------------------------------------------------------------------------------------------
Net expenses (%)                                                0.45(3)     0.45         0.49
- -----------------------------------------------------------------------------------------------
Net investment income (%)                                       4.43(3)     4.11         3.92
- -----------------------------------------------------------------------------------------------
Expenses without
reimbursement (%)                                               3.46(3)     0.79         0.71
- -----------------------------------------------------------------------------------------------
Portfolio turnover (%)                                            40          44           40
- -----------------------------------------------------------------------------------------------
</TABLE>


(1)  The fund commenced operations on 12/23/96.
(2)  Not annualized.
(3)  Annualized.

                                                             FUND DETAILS  |  27


<PAGE>

                     (THIS PAGE IS INTENTIONALLY LEFT BLANK)


<PAGE>

                     (THIS PAGE IS INTENTIONALLY LEFT BLANK)




<PAGE>
- --------------------------------------------------------------------------------
FOR MORE INFORMATION

For investors who want more information on these funds, the following documents
are available free upon request:

Annual/Semi-annual Reports  Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for a fund's most recently completed fiscal year or
half-year.

Statement of Additional Information (SAI)  Provides a fuller technical and legal
description of a fund's policies, investment restrictions, and business
structure. This prospectus incorporates each fund's SAI by reference.

Copies of the current versions of these documents, along with other information
about the fund, may be obtained by contacting:

J.P. Morgan Institutional Funds
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

Telephone: 1-800-766-7722

Hearing impaired: 1-888-468-4015

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
funds' investment company and 1933 Act registration numbers are:

J.P. Morgan Institutional Short Term Bond Fund .............  811-07342 and
                                                                  033-54642

J.P. Morgan Institutional Bond Fund ........................  811-07342 and
                                                                  033-54642

J.P. Morgan Institutional Global Strategic Income Fund .....  811-07342 and
                                                                  033-54642

J.P. Morgan Institutional Tax Exempt Bond Fund .............  811-07342 and
                                                                  033-54642

J.P. Morgan Institutional New York Tax Exempt Bond Fund ....  811-07342 and
                                                                  033-54642

J.P. Morgan Institutional California Bond Fund .............  811-07795 and
                                                                  333-11125


J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

The J.P. Morgan Institutional Funds combine a heritage of integrity and
financial leadership with comprehensive, sophisticated analysis and management
techniques. Drawing on J.P. Morgan's extensive experience and depth as an
investment manager, the J.P. Morgan Institutional Funds offer a broad array of
distinctive opportunities for mutual fund investors.

JPMorgan
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J.P. Morgan Institutional Funds

Advisor                                         Distributor
J.P. Morgan Investment Management, Inc.         Funds Distributor, Inc.
522 Fifth Avenue                                60 State Street
New York, NY 10036                              Boston, MA 02109
1-800-766-7722                                  1-800-221-7930


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