JP MORGAN SERIES TRUST
497, 2000-03-03
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                           MARCH 1, 2000 | Prospectus
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J.P. MORGAN TAX AWARE ENHANCED INCOME FUND


                                       -----------------------------------------
                                       Seeking  high  current  after tax  income
                                       consistent with principal preservation by
                                       investing in tax exempt and taxable fixed
                                       income securities.

This prospectus contains essential information for anyone investing in the fund.
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>

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<PAGE>


CONTENTS
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2   | The fund's goal, principal  strategies,  principal risks,  performance and
    expenses


J.P. MORGAN TAX AWARE ENHANCED INCOME FUND
Fund description ............................................................  2
Investor expenses ...........................................................  3

4 | FIXED INCOME MANAGEMENT APPROACH
J.P. Morgan .................................................................  4
Who may want to invest ......................................................  4
Fixed income investment process .............................................  5

6 | Investing in the J.P. Morgan Tax Aware Enhanced Income Fund

YOUR INVESTMENT
Investing through a financial professional ..................................  6
Investing directly ..........................................................  6
Opening your account ........................................................  6
Adding to your account ......................................................  6
Selling shares ..............................................................  7
Account and transaction policies ............................................  7
Dividends and distributions .................................................  8
Tax considerations ..........................................................  8



9 | More about risk and the fund's business operations FUND DETAILS
Business structure ..........................................................  9
Management and administration ...............................................  9
Risk and reward elements .................................................... 10
Investments ................................................................. 12
Financial highlights ........................................................ 13


FOR MORE INFORMATION .................................................back cover
<PAGE>


J.P. MORGAN
TAX AWARE ENHANCED INCOME FUND                           |  TICKER SYMBOL: JPTEX
- --------------------------------------------------------------------------------
[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 10-13.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide  high  current  after tax income  consistent  with
principal preservation. This goal can be changed without shareholder approval.


[GRAPHIC OMITTED]
INVESTMENT APPROACH


Principal Strategies
The fund invests in municipal  securities  that J.P.  Morgan  believes  have the
potential to provide high current  income that is free from federal  income tax.
The fund also may invest in taxable  fixed  income  securities,  including  U.S.
government  and  agency  securities,   domestic  and  foreign  corporate  bonds,
asset-backed and mortgage-related securities, and money market instruments, that
J.P.  Morgan  believes  have the potential to provide  higher  current after tax
income.  These  securities  may be of any  maturity,  but  under  normal  market
conditions the fund's duration will range between three and eighteen months. The
fund's  tax  aware  investment  strategies  are  described  on  page  4.  For  a
description of duration, please see fixed income investment process on page 5.

Up to 25% of the fund's assets may be invested in foreign securities. All of the
securities  purchased  by the  fund,  at the  time of  purchase,  must be  rated
investment  grade  (BBB/Baa or better) by a  nationally  recognized  statistical
rating  organization  or the  unrated  equivalent,  including  at  least  75% in
securities rated A or better.


Principal Risks
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 5.


Although  any rise in  interest  rates is likely to cause a fall in the price of
fixed income securities,  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 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  may use
interest rate swaps, futures contracts and options to help manage duration.  The
fund's  tax  aware  strategies  may  reduce  your  taxable  income  but will not
eliminate it.  Maximizing  after tax income may require  trade-offs  that reduce
pre-tax income. To the extent the fund invests in foreign  securities,  it could
lose  money  because  of  foreign  government  actions,  political  instability,
currency fluctuations or lack of adequate and accurate information.

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.

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN TAX AWARE ENHANCED INCOME FUND: SELECT SHARES)

PORTFOLIO MANAGEMENT


The  fund's  assets  are  managed  by  J.P.  Morgan,   which  currently  manages
approximately  $349  billion,  including  more than $3.5 billion  using  similar
strategies as the fund.

The portfolio management team is led by Richard W. Oswald, vice president, who
joined J.P. Morgan from CBS Inc. in 1996 where he served as treasurer, and,
Benjamin Thompson, vice president, who joined the team in 1996. 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.


2 | J.P. MORGAN TAX AWARE ENHANCED INCOME FUND
<PAGE>


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INVESTOR EXPENSES
The expenses of the fund before and after  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(1) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees                                                             0.25
Marketing (12b-1) fees                                                      none
Other expenses(2)                                                           0.47
- --------------------------------------------------------------------------------
Total operating expenses                                                    0.72

Fee waiver and
expense reimbursement(2)                                                    0.22
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Net expenses(2)                                                             0.50
- --------------------------------------------------------------------------------

Expense example(2)
- --------------------------------------------------------------------------------
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 period
3/1/00 through 2/28/01 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.
Your cost($)       51             208
- --------------------------------------------------------------------------------


(1) This table shows the fund's  expenses for the past fiscal period,  expressed
    as a percentage of the fund's average net assets.


(2) Reflects an agreement  dated 3/1/00 by Morgan  guaranty Trust Company of New
    York,  an affiliate  of J.P.  Morgan,  to  reimburse  the fund to the extent
    expenses  (excluding  extraordinary  expenses)  exceed  0.50% of the  fund's
    average daily net assets through 2/28/01.



                                  J.P. MORGAN TAX AWARE ENHANCED INCOME FUND | 3
<PAGE>

FIXED INCOME MANAGEMENT APPROACH
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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 380 analysts and portfolio managers
around the world and has approximately  $349 billion in assets under management,
including  assets  managed  by  the  fund's  advisor,   J.P.  Morgan  Investment
Management Inc.


J.P. MORGAN TAX AWARE ENHANCED INCOME FUND

The fund is designed to provide a high level of after tax current income,  price
stability and liquidity.  The fund's strategy may therefore  include  purchasing
both  municipal  obligations  that are exempt from federal income tax as well as
taxable  securities,  depending on which opportunity J.P. Morgan determines will
generate the highest  after tax income  (although  the fund intends to invest at
least 50% of its assets in tax exempt  securities).  It seeks to  capitalize  on
fundamental  and technical  opportunities  in the  different  markets to enhance
return.

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Who may want to invest The fund is designed for investors who:

o are in a high tax bracket and want to add a tax sensitive 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 longer duration bond funds

o want to emphasize after tax return

The fund is not designed for investors who:

o are investing for aggressive long-term growth

o are investing through a tax-deferred account such as an IRA

o are in a low tax bracket


4 | FIXED  INCOME MANAGEMENT APPROACH
<PAGE>

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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
fund to limit exposure to concentrated sources of risk.

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

[GRAPHIC OMITTED]
 The fund invests 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 the fund may invest.  The team
seeks to enhance  performance and manage risk by underweighting or overweighting
sectors.

[GRAPHIC OMITTED]
The 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 the fund's goal
and strategy.

[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process
     to control the 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  the  fund's  target  duration,   a  common
measurement  of  a  security's  sensitivity  to  interest  rate  movements.  For
securities  owned by the 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.  The fund's duration may be shorter than
the fund's average maturity because the maturity of a security only measures the
time until final payment is due. The fund's target  duration  typically  remains
relatively  short,  between three and eighteen months.  The strategists  closely
monitor the fund and make tactical adjustments as necessary.


                                           FIXED  INCOME MANAGEMENT APPROACH | 5
<PAGE>

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

o Determine  the amount  you are  investing.  The  minimum  amount  for  initial
  investments  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.

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  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 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.

6 | YOUR INVESTMENT
<PAGE>

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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 The Fund reserves the right to make redemptions of over $250,000 in securities
  rather than in cash.

ACCOUNT AND TRANSACTION POLICIES

Telephone  orders The fund accepts  telephone orders from all  shareholders.  To
guard against fraud, the fund requires shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if the 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 this fund 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.

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

Business hours and NAV  calculations  The fund's regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). The 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). The 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.  The fund has the right to  suspend  redemption  of shares as
permitted by law and to postpone payment of proceeds for up to seven days.


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Transfer Agent
State Street Bank and Trust Company
P.O. Box 8411
Boston, MA 02266-8411
Attention; J.P. Morgan Funds Services

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

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


                                                             YOUR INVESTMENT | 7
<PAGE>

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Timing of settlements  When you buy shares,  you will become the owner of record
when the 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 fund sends  monthly  account  statements  as well as
confirmations  after each  purchase  or sale of shares  (except  reinvestments).
Every six months the fund sends out an annual or semi-annual  report  containing
information  on the fund's  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), the 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, the fund may close out your account and send the proceeds to
the address of record.

DIVIDENDS AND DISTRIBUTIONS

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

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:

- --------------------------------------------------------------------------------
Transaction               |   Tax status
- --------------------------------------------------------------------------------
Income dividends on           Generally tax exempt
municipal obligations
- --------------------------------------------------------------------------------
Income dividends on           Ordinary income
taxable securities
- --------------------------------------------------------------------------------
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 the fund is about to declare a long-term  capital
gains  distribution.  A portion of the fund's returns may be subject to federal,
state, or local tax, or the alternative minimum tax.

Every  January,  the fund issues tax  information on its  distributions  for the
previous year.

Any  investor  for whom the 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.



8 | YOUR INVESTMENT
<PAGE>

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

BUSINESS STRUCTURE
The 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 fund and the other  series of J.P.  Morgan  Series Trust are 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 the fund's
other service providers.

- --------------------------------------------------------------------------------
Advisory services             0.25% of the fund's average net
                              assets
- --------------------------------------------------------------------------------
Administrative services       Fund's prorata portion of
(fee shared with Funds        0.09% of the first $7 billion
Distributor, Inc.)            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 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 the fund.

PERFORMANCE OF PRIVATE ACCOUNTS


The fund's investment objective and policies are substantially  similar to those
used by J.P.  Morgan in managing  certain  discretionary  investment  management
accounts.  The chart below shows the  historical  investment  performance  for a
composite of these  private  accounts  (the "Tax Aware  Composite")  and for the
fund's benchmark index.

The  performance  of the Tax  Aware  Composite  does not  represent  the  fund's
performance  nor should it be  interpreted  as  indicative  of the fund's future
performance. The accounts in the Tax Aware Composite are not subject to the same
regulatory requirements and limitations imposed on mutual funds. If the accounts
included  in the Tax  Aware  Composite  had been  subject  to  these  regulatory
requirements  and  limitations,   their   performance  might  have  been  lower.
Additionally,  although  it is  anticipated  that  the  fund  and the Tax  Aware
Composite will hold similar securities, their investment results are expected to
differ.  In  particular,  difference in asset size and cash flow  resulting from
purchases  and  redemptions  of fund shares may result in  different  securities
selections,  differences in the relative weightings of securities or differences
in the prices paid for particular fund holdings.

The performance of the Tax Aware Composite reflects the deductions of the fund's
total operating expenses,  after expense reimbursement,  and the reinvestment of
dividends and other distributions. The taxable-equivalent return is a measure of
what a fully  taxable fund would have to return in order to generate  equivalent
after-tax  return using a 39.6% income tax rate. The performance  information is
the  average  annual  total  return of the Tax Aware  Composite  for the periods
indicated.

          Average Annual Total Returns for the Year Ended December 31,
- --------------------------------------------------------------------------------
                                                                     1998   1999
Tax Aware Composite                                                  3.88   2.72
- --------------------------------------------------------------------------------
Tax Aware Private Account Composite - Taxable-Equivalent @ 39.6%     6.02   5.07
- --------------------------------------------------------------------------------
Merrill Lynch 3-month U.S. Treasury Bill Index (no expenses)         5.23   4.85
- --------------------------------------------------------------------------------

The fund's total return since commencement of operations(1) through 12/31/99 was
2.11%.  The fund's tax  equivalent  total return @ 39.6% since  commencement  of
operations1 through 12/31/99 was 3.45%.


The Tax Aware Composite currently includes all discretionary accounts managed by
J.P. Morgan using  substantially  similar  investment  strategy as the fund. The
inception date for the Tax Aware Composite was July 1, 1996.

(1) The fund  commenced  operations on 5/6/99.  For the period  4/30/99  through
    5/30/99 returns reflect the  performance of J.P.  Morgan  Institutional  Tax
    Aware Enhanced Income Fund (a separate class of shares).  Performance during
    this period reflects  operating expenses which are 0.25% of net assets lower
    than  those of the fund.  Accordingly,  performance  for the fund would have
    been lower if an  investment  had been made in the fund during the same time
    period.


                                                                FUND DETAILS | 9
<PAGE>
- --------------------------------------------------------------------------------

RISK AND REWARD ELEMENTS

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

<TABLE>
<CAPTION>
==========================================================================================
Potential risks               Potential rewards       Policies to balance risk and reward
- ------------------------------------------------------------------------------------------

Market conditions
<S>                           <C>                     <C>
o The fund's share            o Bonds have generally  o Under normal circumstances the
  price, yield, and             outperformed money      fund plans to remain fully
  total return will             market investments      invested in bonds and other fixed
  fluctuate in                  over the long term,     income securities as noted in the
  response to bond              with less risk than     table on pages 12-13
  market movements              stocks
                                                      o The fund seeks to limit risk and
o The value of most           o Most bonds will rise    enhance after tax yields through
  bonds will fall when          in value when           careful management, sector
  interest rates rise;          interest rates fall     allocation, individual securities
  the longer a bond's                                   selection, and duration management
  maturity and the            o Mortgage-backed and
  lower its credit              asset-backed          o During severe market downturns,
  quality, the more             securities can offer    the fund has the option of
  its value typically           attractive returns      investing up to 100% of assets in
  falls                                                 investment-grade short-term
                                                        securities
o Adverse market
  conditions may from                                 o J.P. Morgan monitors interest rate
  time to time cause                                    trends, as well as geographic and
  the fund to take                                      demographic information related to
  temporary defensive                                   mortgage-backed securities and
  positions that are                                    mortgage prepayments
  inconsistent with
  its principal
  investment
  strategies and may
  hinder the 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
- ------------------------------------------------------------------------------------------

MANAGEMENT CHOICES

o The fund could              o The fund could        o J.P. Morgan focuses its active
  underperform its              outperform its          management on those areas where it
  benchmark due to its          benchmark due to        believes its commitment to
  sector, securities,           these same choices      research can most enhance after
  or duration choices                                   tax income and manage risks in a
                              o An optimal              consistent way
o The fund could                allocation could
  generate lower after          enhance after tax
  tax income if its             income
  taxable/tax exempt
  allocation is not
  optimal
- ------------------------------------------------------------------------------------------

CREDIT QUALITY

o The default of an           o Investment-grade      o The fund maintains its own
  issuer would leave            bonds have a lower      policies for balancing credit
  the fund with unpaid          risk of default         quality against potential yields
  interest or                                           and gains in light of its
  principal                                             investment goals

                                                      o J.P. Morgan develops its own
                                                        ratings of unrated securities and
                                                        makes a credit quality
                                                        determination for unrated
                                                        securities
- ------------------------------------------------------------------------------------------

SHORT-TERM TRADING


o Increased trading           o The fund could        o The fund generally avoids
  would raise the               realize gains in a      short-term trading, except to take
  fund's transaction            short period of time    advantage of attractive or
  costs                                                 unexpected opportunities or to
                              o The fund could          meet demands generated by
o Increased short-term          protect against         shareholder activity
  capital gains                 losses if a bond is
  distributions would           overvalued and its
  raise shareholders'           value later falls
  income tax liability
- ------------------------------------------------------------------------------------------
</TABLE>



10 | FUND DETAILS
<PAGE>

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

<TABLE>
<CAPTION>
==========================================================================================
Potential risks               Potential rewards       Policies to balance risk and reward
- ------------------------------------------------------------------------------------------

Foreign investments
<S>                           <C>                     <C>

o The  fund  could  lose  o  Foreign  bonds,  which  o  Foreign  bonds  may be a
  significant  money because of represent a major investment (25% of assets) for
  the foreign  government  portion of the fund actions,  political world's fixed
  income instability, or lack securities, offer o To the extent that the fund of
  adequate and attractive  potential  invests in foreign bonds, it will accurate
  information performance and hedge its currency exposure into
                                opportunities for      the U.S. dollar (see also
o Currency exchange             diversification        "Derivatives")
  rate movements could
  reduce gains or             o Favorable exchange
  create losses                 rate movements could
                                generate gains or
                                reduce losses
- ------------------------------------------------------------------------------------------

Derivatives

o Derivatives such as         o Hedges that           o The fund uses derivatives such as
  futures, options,             correlate well with    futures, options, swaps and forward
  swaps and forward             underlying positions   foreign currency contracts for
  foreign currency              can reduce or          hedging and for risk management
  contracts that are            eliminate losses at    (i.e., to adjust duration or to
  used for hedging the          low cost               establish or adjust exposure to
  portfolio or                                         particular securities, markets, or
  specific securities         o The fund could make    currencies)
  may not fully offset          money and protect
  the underlying                against losses if     o The fund only establishes hedges
  positions1 and this           management's           that it expects will be highly
  could result in               analysis proves        correlated with underlying
  losses to the fund            correct                positions
  that would not have
  otherwise occurred          o Derivatives that      o While the fund may use derivatives
                                involve leverage       that incidentally involve leverage,
o Derivatives used for          could generate         it does not use them for the
  risk management may           substantial gains at   specific purpose of leveraging the
  not have the                  low cost               portfolio
  intended effects and
  may result in losses
  or missed
  opportunities

o The counterparty to
  a derivatives
  contract could
  default

o Certain  types of  derivatives  involve  costs to the fund  which  can  reduce
  returns lDerivatives that involve leverage could magnify losses
- ------------------------------------------------------------------------------------------

Securities lending

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

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

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

o The fund could have         o These holdings may    o The fund may not invest more than
  difficulty valuing            offer more             15% of net assets in illiquid
  these holdings                attractive yields or   holdings
  precisely lThe fund           potential growth
  could be unable to            than comparable       o To maintain adequate liquidity to
  sell these holdings           widely traded          meet redemptions, the fund may hold
  at the time or price          securities             investment-grade short-term
  desired                                              securities (including repurchase
                                                       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 the fund buys          o The fund can take     o The fund uses segregated accounts
  securities before             advantage of           to offset leverage risk
  issue or for delayed          attractive
  delivery, it could            transaction
  be exposed to                 opportunities
  leverage risk if it
  does not use
  segregated accounts
- ------------------------------------------------------------------------------------------
</TABLE>

(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 the value of a securities  index.  An option is the right to buy or
    sell a set quantity of an underlying  instrument at a predetermined 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 | 11
<PAGE>

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

Investments

This table discusses the customary types of investments which can be held by the
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  sale  of  domestic  and  foreign   mortgage-backed
securities  with the promise to  purchase  similar  securities  at a later date.
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 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.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

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.


12 | FUND DETAILS
<PAGE>

================================================================================

      o Permitted - bold

      O Permitted, but not typically used

              Principal Types of Risk

- --------------------------------------------------------------------------------
      credit, interest rate, market, prepayment                          o
- --------------------------------------------------------------------------------
      credit, currency, liquidity, political                             o(1)
- --------------------------------------------------------------------------------
      credit, currency, interest rate, liquidity, market, political      o(1)
- --------------------------------------------------------------------------------
      credit, currency, interest rate, liquidity, market, political,     o(1)
      valuation
- --------------------------------------------------------------------------------
      credit, currency, interest rate, liquidity, market, political,     o(1)
      valuation
- --------------------------------------------------------------------------------
      credit, environmental, extension, interest rate, liquidity,        O
      market, natural event, political, prepayment, valuation
- --------------------------------------------------------------------------------
      credit, currency, extension, interest rate, leverage, market,      o(1)
      political, prepayment
- --------------------------------------------------------------------------------
      credit, currency, extension, interest rate, leverage, liquidity,   O(1)
      market, political, prepayment
- --------------------------------------------------------------------------------
      credit, currency, extension, interest rate, liquidity,             o
      political, prepayment
- --------------------------------------------------------------------------------
      credit, interest rate, liquidity, market, valuation                o
- --------------------------------------------------------------------------------
      credit, environmental, interest rate, liquidity, market, natural   o
      event, prepayment, valuation
- --------------------------------------------------------------------------------
      credit                                                             o
- --------------------------------------------------------------------------------
      credit                                                             O(2)
- --------------------------------------------------------------------------------
      credit, currency, interest rate, market, political                 o(1)
- --------------------------------------------------------------------------------
      credit, currency, interest rate, leverage, market, political       o
- --------------------------------------------------------------------------------
      credit, interest rate, market, natural event, political            o
- --------------------------------------------------------------------------------
      interest rate                                                      o
- --------------------------------------------------------------------------------
      credit, currency, interest rate, liquidity, market, political,     o(1)
      valuation
- --------------------------------------------------------------------------------

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) All foreign  securities  in the  aggregate  may not exceed 25% of the fund's
    assets.

(2) All forms of borrowing (including securities lending,  mortgage dollar rolls
    and reverse repurchase  agreements) are limited in the aggregate and may not
    exceed 331/3% of the fund's total assets.


                                                               FUND DETAILS | 13
<PAGE>

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


FINANCIAL HIGHLIGHTS

The  financial  table is intended to help you  understand  the fund's  financial
performance for the past fiscal period.  Certain information  reflects financial
results for a single fund share.  The total  returns in the table  represent the
rate that an investor  would have earned (or lost) on an  investment in the fund
(assuming reinvestment of all dividends and distributions). This information has
been audited by PricewaterhouseCoopers  LLP, whose report, along with the fund's
financial  statements,  are  included  in the  fund's  annual  report,  which is
available upon request.

J.P. MORGAN TAX AWARE ENHANCED INCOME FUND

- ----------------------------------------------
Per-share data                                For fiscal period ended October 31
- --------------------------------------------------------------------------------

                                                                       1999(1,2)

Net asset value, beginning of period ($)                                 2.00
- --------------------------------------------------------------------------------
Income from investment operations:
  Net investment income ($)                                              0.04
- --------------------------------------------------------------------------------
  Net realized and unrealized gain (loss)
  on investment ($)                                                     (0.01)
Total from investment operations ($)                                     0.03
- --------------------------------------------------------------------------------
Less distributions to shareholders from:
  Net investment income                                                 (0.04)
- --------------------------------------------------------------------------------
Net asset value, end of period ($)                                       1.99
- --------------------------------------------------------------------------------

- ----------------------------------------------
Ratios and supplemental data
- --------------------------------------------------------------------------------

Total return (%)                                                         1.29(3)
- --------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                                27,723
- --------------------------------------------------------------------------------
Ratios to average net assets:
  Net expenses (%)                                                       0.50(4)
- --------------------------------------------------------------------------------
  Net investment income (%)                                              3.75(4)
- --------------------------------------------------------------------------------
  Expenses without reimbursement (%)                                     0.72(4)
- --------------------------------------------------------------------------------
  Portfolio turnover (%)                                                   69(3)
- --------------------------------------------------------------------------------
(1) The fund commenced operations on 5/6/99.

(2) The figures  have been  adjusted  to reflect a stock split that  occurred on
    7/27/99 (7.51256281 to 1).

(3) Not annualized.

(4) Annualized.








14 | FUND DETAILS

<PAGE>

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

                     (THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

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

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

For investors who want more information on the fund, 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 the fund's  most  recently  completed  fiscal year or
half-year.

Statement of Additional  Information (SAI) Provides a fuller technical and legal
description  of the  fund's  policies,  investment  restrictions,  and  business
structure. This prospectus incorporates the 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 Tax Aware Enhanced Income Fund
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
fund's  investment  company and 1933 Act registration  numbers are 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




<PAGE>




- --------------------------------------------------------------------------------
                           MARCH 1, 2000 | PROSPECTUS
- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL
TAX AWARE ENHANCED INCOME FUND


                                       -----------------------------------------
                                       Seeking  high  current  after tax  income
                                       consistent with principal preservation by
                                       investing in tax exempt and taxable fixed
                                       income securities.

This prospectus contains essential information for anyone investing in the fund.
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>
- --------------------------------------------------------------------------------
<PAGE>

CONTENTS
- --------------------------------------------------------------------------------


2   | The fund's goal, principal  strategies,  principal risks,  performance and
    expenses


J.P. MORGAN INSTITUTIONAL TAX AWARE ENHANCED INCOME FUND
Fund description.............................................................  2
Investor expenses............................................................  3

4 |

FIXED INCOME MANAGEMENT APPROACH
J.P. Morgan..................................................................  4
Who may want to invest.......................................................  4
Fixed income investment process..............................................  5

6 | Investing in the J.P. Morgan Institutional Tax Aware Enhanced Income Fund

YOUR INVESTMENT
Investing through a financial professional...................................  6
Investing directly...........................................................  6
Opening your account.........................................................  6
Adding to your account.......................................................  6
Selling shares...............................................................  7
Account and transaction policies.............................................  7
Dividends and distributions..................................................  8
Tax considerations...........................................................  8

9 | More about risk and the fund's business operations


FUND DETAILS
Business structure...........................................................  9
Management and administration................................................  9
Risk and reward elements..................................................... 10
Investments.................................................................. 12
Financial highlights......................................................... 13


For more information................................................. back cover


                                                                             | 1

<PAGE>


J.P. MORGAN INSTITUTIONAL
TAX AWARE ENHANCED INCOME FUND                            | TICKER SYMBOL: JPAEX
- --------------------------------------------------------------------------------
[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 10-13.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high current after tax current  income  consistent
with  principal  preservation.  This  goal can be  changed  without  shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests in municipal  securities  that J.P.  Morgan  believes  have the
potential to provide high current  income that is free from federal  income tax.
The fund also may invest in taxable  fixed  income  securities,  including  U.S.
government  and  agency  securities,   domestic  and  foreign  corporate  bonds,
asset-backed and mortgage-related securities, and money market instruments, that
J.P.  Morgan  believes  have the potential to provide  higher  current after tax
income.  These  securities  may be of any  maturity,  but  under  normal  market
conditions the fund's duration will range between three and eighteen months. The
fund's  tax  aware  investment  strategies  are  described  on  page  4.  For  a
description of duration, please see Fixed Income Investment Process on page 5.

Up to 25% of the fund's assets may be invested in foreign securities. All of the
securities  purchased  by the  fund,  at the  time of  purchase,  must be  rated
investment  grade  (BBB/Baa or better) by a  nationally  recognized  statistical
rating  organization  or the  unrated  equivalent,  including  at  least  75% in
securities rated A or better.

Principal Risks
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 5.

Although  any rise in  interest  rates is likely to cause a fall in the price of
fixed income securities,  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 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  may use
interest rate swaps, futures contracts and options to help manage duration.  The
fund's  tax  aware  strategies  may  reduce  your  taxable  income  but will not
eliminate it.  Maximizing  after tax income may require  trade-offs  that reduce
pre-tax income. To the extent the fund invests in foreign  securities,  it could
lose  money  because  of  foreign  government  actions,  political  instability,
currency fluctuations or lack of adequate and accurate information.

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.

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN TAX AWARE ENHANCED INCOME FUND:
INSTITUTIONAL SHARES)


PORTFOLIO MANAGEMENT
The  fund's  assets  are  managed  by  J.P.  Morgan,   which  currently  manages
approximately  $349  billion,  including  more than $3.5 billion  using  similar
strategies as the fund.

The portfolio management team is led by Richard W. Oswald, vice president, who
joined J.P. Morgan from CBS Inc. in 1996 where he served as treasurer, 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.

2 | J.P. MORGAN INSTITUTIONAL TAX AWARE ENHANCED INCOME FUND

<PAGE>

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


The expenses of the fund before and after  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(1) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees                                                             0.25
Marketing (12b-1) fees                                                      none
Other expenses(2)                                                           0.32
- --------------------------------------------------------------------------------
Total operating expenses                                                    0.57

Fee waiver and
expense reimbursement(2)                                                    0.32
- --------------------------------------------------------------------------------
Net expenses(2)                                                             0.25
- --------------------------------------------------------------------------------

Expense example(2)
- --------------------------------------------------------------------------------
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 period
3/1/00 through 2/28/01 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.
Your cost($)                      26           150
- --------------------------------------------------------------------------------



(1) This table shows the fund's  expenses for the past fiscal period,  expressed
    as a percentage of the fund's average net assets.



(2) Reflects an agreement  dated 3/1/00 by Morgan  Guaranty Trust Company of New
    York,  an affiliate  of J.P.  Morgan,  to  reimburse  the fund to the extent
    expenses  (excluding  extraordinary  expenses)  exceed  0.25% of the  fund's
    average daily net assets through 2/28/01.


                    J.P. MORGAN INSTITUTIONAL TAX AWARE ENHANCED INCOME FUND | 3
<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 380 analysts and portfolio managers
around the world and has approximately  $349 billion in assets under management,
including  assets  managed  by  the  fund's  advisor,   J.P.  Morgan  Investment
Management Inc.


J.P. MORGAN INSTITUTIONAL TAX AWARE ENHANCED INCOME FUND
The fund is designed to provide a high level of after tax current income,  price
stability and liquidity.  The fund's strategy may therefore  include  purchasing
both  municipal  obligations  that are exempt from federal income tax as well as
taxable  securities,  depending on which opportunity J.P. Morgan determines will
generate the highest  after tax income  (although  the fund intends to invest at
least 50% of its assets in tax exempt  securities).  It seeks to  capitalize  on
fundamental  and technical  opportunities  in the  different  markets to enhance
return.

- --------------------------------------------------------------------------------
Who may want to invest

The fund is designed for investors who:

o are in a high tax bracket and want to add a tax sensitive 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 longer duration bond funds

o want to emphasize after tax return

The fund is not designed for investors who:

o are investing for aggressive long-term growth

o are investing through a tax-deferred account such as an IRA

o are in a low tax bracket

4 | 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
fund to limit exposure to concentrated sources of risk.

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

[GRAPHIC OMITTED]
The fund invests across a range
of different types of securities

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

[GRAPHIC OMITTED]
The 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 the fund's goal
and strategy.

[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process
     to control the 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  the  fund's  target  duration,   a  common
measurement  of  a  security's  sensitivity  to  interest  rate  movements.  For
securities  owned by the 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.  The fund's duration may be shorter than
the fund's average maturity because the maturity of a security only measures the
time until final payment is due. The fund's target  duration  typically  remains
relatively  short,  between three and eighteen months.  The strategists  closely
monitor the fund and make tactical adjustments as necessary.

                                            FIXED INCOME MANAGEMENT APPROACH | 5
<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 DIRECTLY
Investors may establish  accounts  without the help of an  intermediary by using
the instructions below and at right:

o Determine  the amount  you are  investing.  The  minimum  amount  for  initial
  investments  is $5,000,000 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.

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.

6 | 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 The fund reserves the right to make redemptions of over $250,000 in securities
  rather than in cash.

ACCOUNT AND TRANSACTION POLICIES

Telephone  orders The fund accepts  telephone orders from all  shareholders.  To
guard against fraud, the fund requires shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if the 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 this fund 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.

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

Business hours and NAV  calculations  The fund's regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). The 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). The 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.  The fund has the right to  suspend  redemption  of shares as
permitted by law and to postpone payment of proceeds for up to seven days.


- --------------------------------------------------------------------------------
        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     1-800-766-7722

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

                                                             YOUR INVESTMENT | 7
<PAGE>

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

Timing of settlements  When you buy shares,  you will become the owner of record
when the 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 fund sends  monthly  account  statements  as well as
confirmations  after each  purchase  or sale of shares  (except  reinvestments).
Every six months the fund sends out an annual or semi-annual  report  containing
information  on the fund's  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), the 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, the fund may close out your account and send the proceeds to
the address of record.

DIVIDENDS AND DISTRIBUTIONS

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

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:

- --------------------------------------------------------------------------------
Transaction                            Tax status
- --------------------------------------------------------------------------------
Income dividends on                    Generally tax exempt
municipal obligations
- --------------------------------------------------------------------------------
Income dividends on                    Ordinary income
taxable securities
- --------------------------------------------------------------------------------
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 the fund is about to declare a long-term  capital
gains  distribution.  A portion of the fund's returns may be subject to federal,
state, or local tax, or the alternative minimum tax.

Every  January,  the fund issues tax  information on its  distributions  for the
previous year.

Any  investor  for whom the 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.

8 | YOUR INVESTMENT
<PAGE>

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


BUSINESS STRUCTURE
The 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 fund and the other  series of J.P.  Morgan  Series Trust are 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 the fund's
other service providers.


- --------------------------------------------------------------------------------
Advisory services                  0.25% of the fund's average net
                                   assets
- --------------------------------------------------------------------------------
Administrative services            Fund's prorata portion of
(fee shared with Funds             0.09% of the first $7 billion
Distributor, Inc.)                 of average net assets in
                                   J.P. Morgan-advised portfolios,
                                   plus 0.04% of average net 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 the fund.



     PERFORMANCE  OF  PRIVATE  ACCOUNTS  The  fund's  investment  objective  and
policies  are  substantially  similar to those used by J.P.  Morgan in  managing
certain discretionary  investment management accounts. The chart below shows the
historical  investment  performance  for a composite of these  private  accounts
("Tax Aware Composite") and for the fund's benchmark index.

     The  performance  of the Tax Aware  Composite does not represent the fund's
performance  nor should it be  interpreted  as  indicative  of the fund's future
performance. The accounts in the Tax Aware Composite are not subject to the same
regulatory requirements and limitations imposed on mutual funds. If the accounts
included  in the Tax  Aware  Composite  had been  subject  to  these  regulatory
requirements  and  limitations,   their   performance  might  have  been  lower.
Additionally,  although  it is  anticipated  that  the  fund  and the Tax  Aware
Composite will hold similar securities, their investment results are expected to
differ.  In  particular,  difference in asset size and cash flow  resulting from
purchases  and  redemptions  of fund shares may result in  different  securities
selections,  differences in the relative weightings of securities or differences
in the prices paid for particular fund holdings.

     The performance of the Tax Aware  Composite  reflects the deductions of the
fund's  total  operating  expenses,   after  expense   reimbursement,   and  the
reinvestment of dividends and other distributions. The taxable-equivalent return
is a  measure  of what a fully  taxable  fund  would  have to return in order to
generate  equivalent  after-tax  return  using  a 39.6%  income  tax  rate.  The
performance  information is the average annual total return of the Composite for
the periods indicated.


<TABLE>
<CAPTION>

Average annual total returns for the year ended December 31,          1998    1999
- ------------------------------------------------------------------------------------------
<S>                                                                   <C>     <C>
Tax Aware Private Account Composite                                   4.14    2.98
- ------------------------------------------------------------------------------------------
Tax Aware Private Account Composite - Taxable-Equivalent @ 39.6%      6.46    5.50
- ------------------------------------------------------------------------------------------
Merrill Lynch 3-month U.S. Treasury Bill Index (no expenses)          5.23    4.85
- ------------------------------------------------------------------------------------------
</TABLE>

The fund's  total return for the period  4/19/99  (commencement  of  operations)
through  12/31/99 was 2.28%.  The fund's tax equivalent total return @ 39.6% for
the period 4/19/99 (commencement of operations) through 12/31/99 was 3.71%.


The Composite currently includes all discretionary accounts managed by J.P.
Morgan using substantially similar investment strategy as the fund. The
inception date for the Composite was July 1, 1996.


                                                                FUND DETAILS | 9
<PAGE>

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

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

o The fund's share price,  o Bonds have  generally o Under normal  circumstances
  the fund plans to remain  yield,  and total  return  will  outperformed  money
  market fully invested in bonds and other fixed income fluctuate in response to
  investments over the long securities as noted in the table on pages 12-13 bond
  market movements term, with less risk than
                                      stocks                              o The fund seeks to limit risk and enhance after tax
o The value of most bonds will                                              yields through careful management, sector allocation,
  fall when interest rates          o Most bonds will rise in               individual securities selection, and duration management
  rise; the longer a bond's           value when interest rates
  maturity and the lower its          fall                                o During severe market downturns, the fund has the option
  credit quality, the more its                                              of investing up to 100% of assets in investment-grade
  value typically falls             o Mortgage-backed and                   short-term securities
                                      asset-backed securities can
o Adverse market conditions           offer attractive returns            o J.P. Morgan monitors interest rate trends, as well as
  may from time to time cause                                               geographic and demographic information related to
  the fund to take temporary                                                mortgage-backed securities and mortgage prepayments
  defensive positions that are
  inconsistent with its
  principal investment
  strategies and may hinder
  the 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

Management choices

o The fund could underperform       o The fund could outperform           o J.P. Morgan focuses its active management on those areas
  its benchmark due to its            its benchmark due to these            where it believes its commitment to research can most
  sector, securities, or              same choices                          enhance after tax income and manage risks in a
  duration choices                                                          consistent way
                                    o An optimal allocation could
o The fund could generate enhance after tax income lower after tax income if its
  taxable/tax exempt allocation is not optimal

Credit quality

o The default of an issuer o  Investment-grade  bonds have o The fund  maintains
  its own policies for  balancing  credit would leave the fund with a lower risk
  of  default  quality  against  potential  yields  and gains in light of unpaid
  interest or principal its investment goals

                                                                          o J.P. Morgan develops its own ratings of unrated
                                                                            securities and makes a credit quality determination for
                                                                            unrated securities

Short-term trading


o Increased  trading would o The fund could  realize gains o The fund  generally
  avoids short-term  trading,  except to raise the fund's transaction in a short
  period of time take advantage of attractive or unexpected  opportunities costs
  or to meet demands generated by shareholder activity
                                    o The fund could protect
o Increased short-term capital        against losses if a bond is
  gains distributions would           overvalued and its value
  raise shareholders' income          later falls
  tax liability
</TABLE>

10 | FUND DETAILS
<PAGE>

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

o The fund  could  lose money o Foreign  bonds,  which o Foreign  bonds may be a
  significant investment (25% of because of foreign represent a major portion of
  assets) for the fund government  actions,  the world's fixed income  political
  instability,  or  securities,  offer  attractive o To the extent that the fund
  invests in foreign bonds,  it lack of adequate and potential  performance  and
  will hedge its currency  exposure into the U.S.  dollar  accurate  information
  opportunities for (see also "Derivatives")
                                      diversification
o Currency exchange rate
  movements could reduce gains      o Favorable exchange rate
  or create losses                    movements could generate
                                      gains or reduce losses

Derivatives

o Derivatives such as futures,      o Hedges that correlate well          o The fund uses derivatives such as futures, options,
  options, swaps and forward          with underlying positions             swaps and forward foreign currency contracts for hedging
  foreign currency contracts          can reduce or eliminate               and for risk management (i.e., to adjust duration or to
  that are used for hedging           losses at low cost                    establish or adjust exposure to particular securities,
  the portfolio or specific                                                 markets, or currencies)
  securities may not fully          o The fund could make money
  offset the underlying               and protect against losses          o The fund only establishes hedges that it expects will be
  positions(1) and this could         if management's analysis              highly correlated with underlying positions
  result in losses to the fund        proves correct
  that would not have                                                     o While the fund may use derivatives that incidentally
  otherwise occurred                o Derivatives that involve              involve leverage, it does not use them for the specific
                                      leverage could generate               purpose of leveraging the portfolio
o Derivatives used for risk           substantial gains at low
  management may not have the         cost
  intended effects and may
  result in losses or missed
  opportunities

o The counterparty to a
  derivatives contract could
  default

o Certain types of derivatives
  involve costs to the fund
  which can reduce returns

o Derivatives that involve
  leverage could magnify
  losses

Securities lending

o When a fund lends a o A fund may enhance income o J.P. Morgan maintains a list
  of approved borrowers security, there is a risk through the investment of that
  the  loaned  securities  the  collateral  received  from o The  fund  receives
  collateral  equal to at least 100% of may not be returned if the the  borrower
  the current value of securities loaned borrower defaults
                                                                          o The lending agents indemnify a fund against borrower
o The collateral will be                                                    default
  subject to the risks of the
  securities in which it is                                               o J.P. Morgan's collateral investment guidelines limit the
  invested                                                                  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 The fund could have               o These holdings may offer            o The fund may not invest more than 15% of net assets in
  difficulty valuing these            more attractive yields or             illiquid holdings
  holdings precisely                  potential growth than
                                      comparable widely traded            o To maintain adequate liquidity to meet redemptions, the
o The fund  could  be  unable  to  securities  fund  may  hold  investment-grade
  short-term  securities  sell  these  holdings  at  the  (including  repurchase
  agreements)  and,  for  temporary  or  time  or  price  desired  extraordinary
  purposes, may borrow from banks up to
                                                                            33 1/3% of the value of its total assets

When-issued and delayed
  delivery securities

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

(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 the value of a securities  index.  An option is the right to buy or
    sell a set quantity of an underlying  instrument at a predetermined 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 | 11
<PAGE>


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

Investments

This table discusses the customary types of investments which can be held by the
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  sale  of  domestic  and  foreign   mortgage-backed
securities  with the promise to  purchase  similar  securities  at a later date.
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 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.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------


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.


12 | FUND DETAILS
<PAGE>



- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

The  financial  table is intended to help you  understand  the fund's  financial
performance for the past fiscal period.  Certain information  reflects financial
results for a single fund share.  The total  returns in the table  represent the
rate that an investor  would have earned (or lost) on an  investment in the fund
(assuming reinvestment of all dividends and distributions). This information has
been audited by PricewaterhouseCoopers LLP, whose reports, along with the fund's
financial  statements,  are  included  in the  fund's  annual  report,  which is
available upon request.

- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL TAX AWARE ENHANCED INCOME FUND

Per-share data     For fiscal period ended October 31
- --------------------------------------------------------------------------------

                                                                       1999(1,2)
Net asset value, beginning of period ($)                               2.00
- --------------------------------------------------------------------------------
Income from investment operations:
  Net investment income ($)                                            0.04
  Net realized and unrealized gain (loss)
  on investment ($)                                                   (0.01)
- --------------------------------------------------------------------------------
Total from investment operations ($)                                   0.03
- --------------------------------------------------------------------------------
Less distributions to shareholders from:
                            Net investment income                     (0.04)
- --------------------------------------------------------------------------------
Net asset value, end of period ($)                                     1.99
- --------------------------------------------------------------------------------

Ratios and supplemental data
- --------------------------------------------------------------------------------
Total return (%)                                                       1.57(3)
- --------------------------------------------------------------------------------
Net assets, end of period ($ thousands)                             354,823
- --------------------------------------------------------------------------------
Ratios to average net assets:
Net expenses (%)                                                       0.25(4)
- --------------------------------------------------------------------------------
Net investment income (%)                                              4.01(4)
- --------------------------------------------------------------------------------
Expenses without reimbursement (%)                                     0.57(4)
- --------------------------------------------------------------------------------
Portfolio turnover (%)                                                   69(3)
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 4/19/99.
(2) The figures  have been  adjusted  to reflect a stock split that  occurred on
    7/27/99 (7.50251256 to 1).
(3) Not annualized. (4) Annualized.


14 | FUND DETAILS
<PAGE>
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                     (THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

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

- --------------------------------------------------------------------------------
For investors who want more information on the fund, 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 the fund's  most  recently  completed  fiscal year or
half-year.

Statement of Additional  Information (SAI) Provides a fuller technical and legal
description  of the  fund's  policies,  investment  restrictions,  and  business
structure. This prospectus incorporates the 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 Tax Aware Enhanced Income Fund
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
fund's  investment  company and 1933 Act registration  numbers are 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
- --------------------------------------------------------------------------------
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

                                                                          IMPR06





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