JP MORGAN SERIES TRUST, 485BPOS, 2000-02-28

JP MORGAN SERIES TRUST
485BPOS, 2000-02-28

Previous: GRAND COURT LIFESTYLES INC, 8-K, 2000-02-28

Next: ACCREDITED HOME LENDERS INC, 424B5, 2000-02-28

As filed with the U.S. Securities and Exchange Commission on February 28, 2000

Registration Nos. 333-11125 and 811-07795

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 21

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 22
J.P. MORGAN SERIES TRUST
(formerly JPM Series Trust)
(Exact Name of Registrant as Specified in Charter)

60 State Street, Suite 1300, Boston, Massachusetts 02109
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (617) 557-0700

Margaret W. Chambers, c/o Funds Distributor, Inc.
60 State Street, Suite 1300, Boston, Massachusetts 02109
(Name and Address of Agent for Service)

Copy to: John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004

It is proposed that this filing will become effective (check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b)
[X] on March 1, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485.

EXPLANATORY NOTE

This post-effective amendment No. 21 to the registration statement of J.P.
Morgan Series Trust (the "Registrant") on Form N-1A to update the registrant's
disclosure in the Prospectuses and Statement of Additional Information relating
to the J.P. Morgan Global 50 Fund, J.P. Morgan Tax Aware U.S. Equity, J.P.
Morgan Disciplined Equity, and J.P. Morgan Tax Aware Enhanced Income Fund (the
"Funds"), a series of shares of the Registrant, to include updated financial
information for the fiscal year ended October 31, 1999 and to update other
information in the registration statement.

<PAGE>

- --------------------------------------------------------------------------------
MARCH 1, 2000 | PROSPECTUS
- --------------------------------------------------------------------------------
J.P. MORGAN U.S. EQUITY FUNDS

Disciplined Equity Fund
U.S. Equity Fund
U.S. Small Company Fund
U.S. Small Company Opportunities Fund
Tax Aware U.S. Equity Fund

--------------------------------------
Seeking to outperform U.S. stock
markets over the long term through a
disciplined management approach

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

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

Distributed by Funds Distributor, Inc. JPMorgan
<PAGE>

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

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

J.P. MORGAN U.S. EQUITY FUNDS
J.P. Morgan Disciplined Equity Fund ......................................... 2
J.P. Morgan U.S. Equity Fund ................................................ 4
J.P. Morgan U.S. Small Company Fund ......................................... 6
J.P. Morgan U.S. Small Company Opportunities Fund ........................... 8
J.P. Morgan Tax Aware U.S. Equity Fund ...................................... 10

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

U.S. EQUITY MANAGEMENT APPROACH
J.P. Morgan ................................................................. 12
J.P. Morgan U.S. equity funds ............................................... 12
The spectrum of U.S. equity funds ........................................... 12
Who may want to invest ...................................................... 12
U.S. equity investment process .............................................. 13
Tax aware investing at J.P. Morgan .......................................... 13

14 | Investing in the J.P. Morgan U.S. Equity Funds

YOUR INVESTMENT
Investing through a financial professional .................................. 14
Investing through an employer-sponsored retirement plan ..................... 14
Investing through an IRA or rollover IRA .................................... 14
Investing directly .......................................................... 14
Opening your account ........................................................ 14
Adding to your account ...................................................... 14
Selling shares .............................................................. 15
Account and transaction policies ............................................ 15
Dividends and distributions ................................................. 16
Tax considerations .......................................................... 16

17 | More about risk and the funds' business operations

FUND DETAILS
Business structure .......................................................... 17
Management and administration ............................................... 17
Performance of private accounts ............................................. 18
Risk and reward elements .................................................... 20
Financial highlights ........................................................ 22

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

J.P. MORGAN DISCIPLINED EQUITY FUND | TICKER SYMBOL: JPEQX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide a consistently high total return from a broadly
diversified portfolio of equity securities with risk characteristics similar to
the Standard & Poor's 500 Stock Index (S&P 500). This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the S&P 500.
The fund does not look to overweight or underweight industries.

Within each industry, the fund modestly overweights stocks that are ranked as
undervalued or fairly valued while modestly underweighting or not holding stocks
that appear overvalued. (The process used to rank stocks according to their
relative valuations is described on page 13.) Therefore, the fund tends to own a
larger number of stocks within the S&P 500 than the U.S. Equity Fund or the Tax
Aware U.S. Equity Fund.

Principal Risks

The value of your investment in the fund will fluctuate in response to movements
in the stock market. Fund performance will also depend on the effectiveness of
J.P. Morgan's research and the management team's stock picking decisions.

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 FUNDS
(J.P. MORGAN DISCIPLINED EQUITY FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $26 billion using similar
strategies as the fund.

The portfolio management team is led by James C. Wiess and Timothy J. Devlin,
both vice presidents, who have been on the team since the fund's inception. Mr.
Wiess has been at J.P. Morgan since 1992, and prior to managing this fund
managed other structured equity portfolios for J.P. Morgan. Mr. Devlin has been
at J.P. Morgan since July of 1996, and prior to that time was an equity
portfolio manager at Mitchell Hutchins Asset Management Inc.

- --------------------------------------------------------------------------------
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 DISCIPLINED EQUITY FUND
<PAGE>

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

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

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

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and for the life of the fund compare to those of the
S&P500 Index. This is a widely recognized, unmanaged index of U.S. stocks used
as a measure of overall U.S. stock market performance.

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

Total return (%) Shows changes in returns by calendar year(1)(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1998 1999

40%
31.98
30%

20%
18.02
10%

0%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Disciplined Equity Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 22.83% (for the quarter ended 12/31/98); and the
lowest quarterly return was -9.96% (for the quarter ended 9/30/98).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- -------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(2)
<S> <C> <C>
J.P. Morgan Disciplined Equity Fund (after expenses) 18.02 25.94
- -------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 25.81
- -------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
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(4) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.35
Marketing (12b-1) fees none
Other expenses 0.51
- --------------------------------------------------------------------------------
Total operating expenses 0.86

Fee waiver and
expense reimbursement(5) 0.11
- --------------------------------------------------------------------------------
Net expenses(5) 0.75
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Expense example(5)
- --------------------------------------------------------------------------------
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. 5 yrs. 10 yrs.
Your cost($) 77 263 466 1,051
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 12/31/97.

(2) Life of the fund performance is calculated commencing 1/31/97 as follows:
all performance data from 12/31/97 is that of the fund, and for the period
1/31/97 through 12/31/97, returns reflect performance of J.P. Morgan
Institutional Disciplined Equity Fund (a separate feeder fund investing in
the same master portfolio). These returns reflect lower operating expenses
than those of the fund. Therefore, these returns may be higher than the
fund's would have been had it existed during the same period.

(3) The fund's fiscal year end is 5/31.

(4) The fund has a master/feeder structure as described on page 17. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year, expressed as a percentage of average net assets.

(5) 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 0.75% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN DISCIPLINED EQUITY FUND | 3
<PAGE>

J.P. MORGAN U.S. EQUITY FUND | TICKER SYMBOL: PPEQX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of selected
equity securities. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The fund can moderately underweight or
overweight industries when it believes it will benefit performance.

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the investment process described on page 13. The fund
generally considers selling stocks that appear overvalued.

Principal Risks

By emphasizing undervalued stocks, the fund seeks to produce returns that exceed
those of the S&P 500. At the same time, by controlling the industry weightings
of the fund so they can differ only moderately from the industry weightings of
the S&P 500, the fund seeks to limit its volatility to that of the overall
market, as represented by this index.

REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. EQUITY FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $17 billion using similar
strategies as the fund.

The portfolio management team is led by Henry D. Cavanna, managing director, who
joined the team in February of 1998, and has been at J.P. Morgan since 1971. He
has served as manager of U.S. equity portfolios prior to managing the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

4 | J.P. MORGAN U.S. EQUITY FUND
<PAGE>

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

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

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

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the S&P500
Index. This is a widely recognized, unmanaged index of U.S. stocks used as a
measure of overall U.S. stock market performance.

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

- ------------------------------------------------------------------------------------------------------------------------------------
Year-by-year total return (%) Shows changes in returns by calendar year(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

40%
34.12
32.48
30%
28.41
24.45
21.06
20%
14.69
11.02
10%
8.73
1.38
0%
- ------------------------------------------------------------------------------------------------------------------------------------
(0.61)
(10%)
</TABLE>

[ ] J.P. Morgan U.S. Equity Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 21.33% (for the quarter ended 12/31/98); and the
lowest quarterly return was -11.83% (for the quarter ended 9/30/90).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan U.S. Equity Fund (after expenses) 14.69 24.07 16.97
- ------------------------------------------------------------------------------------------------------------------------------------
S&P500 Index (no expenses) 21.04 28.55 18.21
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.40

Marketing (12b-1) fees none

Other expenses 0.39
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 0.79
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 81 252 439 978
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/18/93. For the period 1/1/89 through
7/31/93 returns reflect performance of The Pierpont Equity Fund, the
predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

(3) The fund has a master/feeder structure as described on page 17. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year, expressed as a percentage of the fund's average net
assets.

J.P. MORGAN U.S. EQUITY FUND | 5
<PAGE>

J.P. MORGAN U.S. SMALL COMPANY FUND | TICKER SYMBOL: PPCAX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of small
company stocks. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

The fund invests primarily in small and medium sized U.S. companies whose market
capitalizations are greater than $100 million and less than $2 billion. Industry
by industry, the fund's weightings are similar to those of the Russell 2000
Index. The fund can moderately underweight or overweight industries when it
believes it will benefit performance.

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the process described on page 13. The fund generally
considers selling stocks that appear overvalued or have grown into large-cap
stocks.

Principal Risks

Small-cap stocks have historically offered higher long-term growth than
large-cap stocks, and have also involved higher risks. The fund's small-cap
emphasis means it is likely to be more sensitive to economic news and is likely
to fall further in value during broad market downturns. The fund pursues returns
that exceed those of the Russell 2000 Index while seeking to limit its
volatility relative to this index.

REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. SMALL COMPANY FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $4.5 billion using similar
strategies as the fund.

The portfolio management team is led by Marian U. Pardo, managing director, and
Alexandra F. Wells, vice president. Ms. Pardo has been at J.P. Morgan since
1968, except for five months in 1998 when she was president of a small
investment management firm. Prior to managing the fund, Ms. Pardo managed small
and large cap equity portfolios, equity and convertible funds, and several
institutional portfolios. Ms.Wells joined the team in March 1998 and has been
with J.P. Morgan since 1992. Prior to managing the fund, Ms. Wells managed large
cap equity portfolios, and prior to that served as an equity research analyst.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

6 | J.P. MORGAN U.S. SMALL COMPANY FUND
<PAGE>

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

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

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

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the Russell
2000 Index. This is a widely recognized, unmanaged index of small cap U.S.
stocks used as a measure of overall U.S. small company stock performance.

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

60%
59.59
44.00
31.86
30%
22.75
20.75
18.98
8.58
0%
- ------------------------------------------------------------------------------------------------------------------------------------
(5.49)
(5.89)
(24.34)
(30%)
</TABLE>

[ ] J.P. Morgan U.S. Small Company Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 34.68% (for the quarter ended 12/31/99); and the
lowest quarterly return was -30.03% (for the quarter ended 9/30/90).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan U.S. Small Company Fund (after expenses) 44.00 21.61 14.59
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index (no expenses) 21.76 16.69 13.40
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.60

Marketing (12b-1) fees none

Other expenses 0.42
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 1.02

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 104 325 563 1,248
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/19/93. For the period 1/1/89 through
7/31/93 returns reflect performance of The Pierpont Capital Appreciation
Fund, the predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

J.P. MORGAN U.S. SMALL COMPANY FUND | 7
<PAGE>

J.P. MORGAN U.S. SMALL COMPANY
OPPORTUNITIES FUND | TICKER SYMBOL: JPSOX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide long-term growth from a portfolio of small company
growth stocks. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

The fund invests primarily in stocks of small U.S. companies whose market
capitalization is greater than $150 million and less than $1.25 billion when
purchased. While the fund holds stocks in many industries to reduce the impact
of poor performance in any one sector, it tends to emphasize industries with
higher growth potential and does not track the sector weightings of the overall
small company stock market.

In searching for companies, the fund combines the approach described on page 13
with a growth-oriented approach that focuses on each company's business
strategies and its competitive environment. The fund seeks to buy stocks when
they are undervalued or fairly valued and are poised for long-term growth.
Stocks become candidates for sale when they appear overvalued or when the
company is no longer a small-cap company, but the fund may also continue to hold
them if it believes further substantial growth is possible.

Principal Risks

Small-cap stocks have historically offered higher long-term growth than medium-
or large-cap stocks, and have also involved higher risks. The fund's small-cap
emphasis means it is likely to be more sensitive to economic news and is likely
to fall further in value during broad market downturns. Because the fund seeks
to outperform the Russell 2000 Growth Index while not tracking its industry
weightings, investors should expect higher volatility compared to this index or
to more conservatively managed small-cap funds.

REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. SMALL COMPANY
OPPORTUNITIES FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $2 billion using similar
strategies as the fund.

The portfolio management team is led by Marian U. Pardo, managing director,
Saira Malik, vice president and CFA, and Carolyn Jones, associate. Ms. Pardo has
been at J.P. Morgan since 1968, except for five months in 1998 when she was
president of a small investment management firm. Prior to managing the fund, Ms.
Pardo managed small and large cap equity portfolios, equity and convertible
funds, and several institutional portfolios. Ms. Malik has been with J.P. Morgan
since July 1995 as a small company equity analyst and portfolio manager after
graduating from the University of Wisconsin with an M.S. in finance. Ms. Jones
has been with J.P. Morgan since July 1998. Prior to managing this fund, Ms.
Jones served as a portfolio manager in J.P. Morgan's private banking group and
as a product specialist at Merrill Lynch Asset Management.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

8 | J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND
<PAGE>

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

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan U.S. Small Company Opportunities Fund.

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

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and for the life of the fund compare to those of the
Russell 2000 Growth Index. This is a widely recognized, unmanaged index of small
cap U.S. growth stocks used as a measure of overall U.S. small cap growth stock
performance.

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

- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) Shows changes in returns by calendar year(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1998 1999

80%
61.63
60%

40%

20%
5.21
0%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

[ ] J.P. Morgan U.S. Small Company Opportunities Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 23.09% (for the quarter ended 12/31/98); and the lowest quarterly
return was -20.19% (for the quarter ended 9/30/98).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan U.S. Small Company Opportunities Fund (after expenses) 61.63 30.85
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index (no expenses) 43.09 19.31
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.60

Marketing (12b-1) fees none

Other expenses 0.47
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 1.07

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

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 109 340 590 1,306
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 6/16/97 and returns reflect performance
of the fund from 6/30/97.

(2) The fund's fiscal year end is 5/31.

J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND | 9
<PAGE>

J.P. MORGAN TAX AWARE
U.S. EQUITY FUND | TICKER SYMBOL: JPTAX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high after tax total return from a portfolio of
selected equity securities. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

To this investment approach the fund adds the element of tax aware investing.
The fund's tax aware investment strategies are described on page 13.

Principal Risks

By emphasizing undervalued stocks, the fund seeks to produce returns that exceed
those of the S&P 500. At the same time, by controlling the industry weightings
of the fund so that they differ only moderately from the industry weightings of
the S&P 500, the fund seeks to limit its volatility to that of the overall
market, as represented by this index. The fund's tax aware strategies may reduce
your capital gains but will not eliminate them. Maximizing after-tax returns may
require trade-offs that reduce pre-tax returns.

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN TAX AWARE U.S. EQUITY FUND: SELECT SHARES)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $820 million using similar
strategies as the fund.

The portfolio management team is led by Terry E. Banet, vice president, and
Louise Sclafani, vice president. Ms. Banet has been on the team since the fund's
inception in December 1996, and has been at J.P. Morgan since 1985. Prior to
managing this fund, Ms. Banet managed tax aware accounts and helped develop
Morgan's tax aware equity process. Ms. Sclafani has been at J.P. Morgan since
1994. Prior to managing this fund, Ms. Sclafani was an equity analyst and
portfolio manager at Brundage, Story and Rose.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

10 | J.P. MORGAN TAX AWARE U.S. EQUITY FUND
<PAGE>

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

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Tax Aware U.S. Equity Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 3 calendar
years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and the life of the fund compare to those of the S&P
500 Index. This is a widely recognized, unmanaged index of U.S. stocks used as a
measure of overall U.S. stock performance.

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

40%
31.18
30.32
20%
18.31
0%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Tax Aware U.S. Equity Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 21.64% (for the quarter ended 12/31/98) and the
lowest quarterly return was -8.86%(for the quarter ended 9/30/98).

- --------------------------------------------------------------------------------
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.

Shareholder transaction expenses(3)
- --------------------------------------------------------------------------------
Redemption fees (% of your cash proceeds)
- --------------------------------------------------------------------------------
Shares held for less than one year 1.00

Shares held one year or longer none

Annual expenses (% of fund assets)
- --------------------------------------------------------------------------------
Management fees 0.45

Marketing (12b-1) fees none

Other expenses 0.45
- --------------------------------------------------------------------------------
Total operating expenses 0.90

Fee waiver and expense
reimbursement(3) 0.05
- --------------------------------------------------------------------------------
Net expenses(3) 0.85

Expense example(3)
- --------------------------------------------------------------------------------
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. In the one year example, the first number
assumes that you continued to hold your shares, the second that you sold all
shares for cash at the end of the period. The example is for comparison only;
the fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 89/189 284 496 1,105
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 12/18/96, and returns reflect performance
of the fund from 12/31/96.

(2) The fund's fiscal year end is 10/31.

(3) 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 0.85% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN TAX AWARE U.S. EQUITY FUND | 11
<PAGE>

U.S. EQUITY 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 funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN U.S.EQUITY FUNDS
These funds invest primarily in U.S. stocks either directly or through another
fund. As a shareholder, you should anticipate risks and rewards beyond those of
a typical bond fund or a typical balanced fund.

THE SPECTRUM OF U.S. EQUITY FUNDS
The funds described in this prospectus pursue a range of goals and offer varying
degrees of risk and potential reward. Differences between these funds include:

o how much emphasis they give to the most undervalued stocks

o how closely they follow the industry weightings of their benchmarks

o how many securities they typically maintain in their portfolios

o the size or market capitalization of the companies in which they invest

o whether they focus on before-tax or after-tax returns

The table below shows degrees of the relative risk and return that these funds
potentially offer. These and other distinguishing features of each U.S. equity
fund are described on the following pages.

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

^
|-------------------- U.S. Small Company Opportunities Fund o
| |
| |
|---------------------U.S. Small Company Fund o |
R | | |
e | | |
t |-------------------------------------oo Tax Aware U.S. Equity Fund
u | | U.S. Equity Fund |
r | | | |
n | | | |
|-----------------------------o Disciplined Equity Fund |
| | | | |
| | | | |
| | | | |
-------------------------------------------------------------------->
Risk
- --------------------------------------------------------------------------------
Who May Want To Invest

The funds are designed for investors who:

o are pursuing a long-term goal such as retirement

o want to add an investment with growth potential to further diversify a
portfolio

o want funds that seek to outperform the markets in which they each invest over
the long term

o with regard to the Tax Aware Fund, are individuals that could benefit from a
strategy that pursues returns from an after-tax perspective

The funds are not designed for investors who:

o want funds that pursue market trends or focus only on particular industries or
sectors

o require regular income or stability of principal

o are pursuing a short-term goal or investing emergency reserves

o with regard to the Tax Aware Fund, are investing through a tax-deferred
account such as an IRA.

12 | U.S. Equity MANAGEMENT APPROACH
<PAGE>

- --------------------------------------------------------------------------------
U.S. EQUITY INVESTMENT PROCESS

The J.P. Morgan U.S. equity funds invest primarily in U.S. stocks. The Tax Aware
Fund does so while seeking to enhance after-tax returns.

While each fund follows its own strategy, the funds as a group share a single
investment philosophy. This philosophy, developed by the funds' advisor, focuses
on stock picking while largely avoiding sector or market-timing strategies.

In managing the funds, J.P. Morgan employs a three-step process:

[GRAPHIC OMITTED] | J.P. Morgan analysts develop proprietary fundamental
research

Research J.P. Morgan takes an in-depth look at company prospects over a
relatively long period -- often as much as five years -- rather than focusing on
near-term expectations. This approach is designed to provide insight into a
company's real growth potential. J.P. Morgan's in-house research is developed by
an extensive worldwide network of over 120 career analysts. The team of analysts
dedicated to U.S. equities includes more than 20 members, with an average of
over ten years of experience.

[GRAPHIC OMITTED] | Stocks in each industry are ranked with the help of models

Valuation The research findings allow J.P. Morgan to rank the companies in each
industry group according to their relative value. The greater a company's
estimated worth compared to the current market price of its stock, the more
undervalued the company. The valuation rankings are produced with the help of a
variety of models that quantify the research team's findings.

[GRAPHIC OMITTED] | Using research and valuations, each fund's management team
chooses stocks for its fund

Stock selection Each fund buys and sells stocks according to its own policies,
using the research and valuation rankings as a basis. In general, each
management team buys stocks that are identified as undervalued and considers
selling them when they appear overvalued. Along with attractive valuation, the
funds' managers often consider a number of other criteria:

o catalysts that could trigger a rise in a stock's price

o high potential reward compared to potential risk

o temporary mispricings caused by market overreactions.

- --------------------------------------------------------------------------------
TAX AWARE INVESTING AT J.P. MORGAN

The Tax Aware U.S. Equity Fund is designed to reduce, but not eliminate, capital
gains distributions to shareholders. In doing so, the fund sells securities when
the anticipated performance benefit justifies the resulting tax liability. This
strategy often includes holding securities long enough to avoid higher,
short-term capital gains taxes, selling shares with a higher cost basis first,
and offsetting gains realized in one security by selling another security at a
capital loss. The fund is aided in this process by a tax-sensitive optimization
model developed by J.P. Morgan.

The Tax Aware U.S. Equity Fund generally intends to pay redemption proceeds in
cash; however it reserves the right at its sole discretion to pay redemptions
over $250,000 in-kind as a portfolio of representative stocks rather than cash.
An in-kind redemption payment can shield the fund -- and other shareholders --
from tax liabilities that might otherwise be incurred. It is not subject to a
redemption fee by the fund. However, the stocks received will continue to
fluctuate in value after redemption and will be subject to brokerage or other
transaction costs when liquidated.

U.S. EQUITY MANAGEMENT APPROACH | 13
<PAGE>

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

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

INVESTING THROUGH A FINANCIAL PROFESSIONAL

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

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

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

INVESTING DIRECTLY

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

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

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

o Mail in your application, making your initial investment as shown on the
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 Transfer Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

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

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

14 | 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 cash amount, payable to the registered
owner(s), will be mailed to the address of record. For checks payable to any
other party or mailed to any other address, please make your request in
writing (see below).

In writing

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

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

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

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption in kind

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

ACCOUNT AND TRANSACTION POLICIES

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

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

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

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

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

- --------------------------------------------------------------------------------
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 | 15
<PAGE>

- --------------------------------------------------------------------------------
Timing of settlements When you buy shares, you will become the owner of record
when a fund receives your payment, generally the day following execution. When
you sell shares, cash proceeds are generally available the day following
execution and will be forwarded according to your instructions. In-kind
redemptions (described on page 13) will be available as promptly as is feasible.

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

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

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

DIVIDENDS AND DISTRIBUTIONS

Income dividends are typically paid four times a year for the Disciplined
Equity, U.S. Equity and Tax Aware U.S. Equity funds; and twice a year for the
U.S. Small Company and U.S. Small Company Opportunities funds. Each fund
typically makes capital gains distributions, if any, once per year. However, a
fund may make more or fewer payments in a given year, depending on its
investment results and its tax compliance situation. Each fund's dividends and
distributions consist of most or all of its net investment income and net
realized capital gains.

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

TAX CONSIDERATIONS

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

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

Income dividends Ordinary income

Short-term capital gains Ordinary income
distributions

Long-term capital gains Capital gains
distributions

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

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

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

Any investor for whom a fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.

16 | YOUR INVESTMENT
<PAGE>

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

BUSINESS STRUCTURE

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

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

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

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

MANAGEMENT AND ADMINISTRATION

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

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

Advisory services Percentage of the master
portfolio's average net assets
Disciplined Equity 0.35%
U.S. Equity 0.40%
U.S. Small Company 0.60%
U.S. Small Company 0.60%
Opportunities

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

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

The Tax Aware U.S. Equity Fund, subject to the expense reimbursements described
earlier in this prospectus, pays J.P. Morgan the following fees for investment
advisory and other services:

Advisory services 0.45% of the fund's average
net assets

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

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

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

FUND DETAILS | 17
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE OF PRIVATE ACCOUNTS

The Disciplined Equity 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
"Disciplined Equity Composite") and for the fund's benchmark index.

The performance of the Disciplined Equity 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 Disciplined Equity Composite are not
subject to the same regulatory requirements and limitations imposed on mutual
funds. If the accounts included in the Disciplined Equity 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 Disciplined
Equity 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 Disciplined Equity Composite reflects the deductions of
the fund's total operating expenses, after expense reimbursement, and the
reinvestment of dividends and other distributions. The performance information
is the average annual total return of the Disciplined Equity Composite for the
periods indicated.

<TABLE>
<CAPTION>
Annual Total Returns for the Year Ended December 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Disciplined Equity
Composite -3.24% 30.01% 11.42% 9.87% 1.90% 37.47% 22.90% 32.97% 31.52% 18.47%
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500 -3.11% 30.47% 7.62% 10.08% 1.32% 37.58% 22.96% 33.36% 28.58% 21.04%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Disciplined Equity Composite currently includes all discretionary
accounts managed by J.P. Morgan using substantially similar investment strategy
as the Disciplined Equity Fund. The inception date for the Disciplined Equity
Composite was October 31, 1989. Prior to January 1, 1993 the composite may not
have included all discretionary accounts.

18 | YOUR INVESTMENT
<PAGE>

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

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

| 19
<PAGE>

RISK AND REWARD ELEMENTS

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

o Each fund's share price and o Stocks have generally o Under normal circumstances the
performance will fluctuate in outperformed more stable invest- funds plan to remain fully
response to stock market ments (such as bonds and cash invested, with at least 65% in
movements equivalents) over the long term stocks; stock investments may
include U.S. and foreign common
o Adverse market conditions may stocks, convertible securities,
from time to time cause a fund preferred stocks, trust or
to take temporary defensive partnership interests, warrants,
positions that are inconsistent rights, and investment company
with its principal investment securities
strategies and may hinder a fund
from achieving its investment o The funds seek to limit risk
objective through diversification

o During severe market downturns,
the funds have the option of
investing up to 100% of assets
in investment-grade short-term
securities

Management choices

o A fund could underperform its o A fund could outperform its o J.P. Morgan focuses its active
benchmark due to its securities benchmark due to these same management on securities
and asset allocation choices choices selection, the area where it
believes its commitment to
research can most enhance
returns

Foreign investments

o Currency exchange rate movements o Favorable exchange rate o Each fund anticipates that its
could reduce gains or create movements could generate gains total foreign investments will
losses or reduce losses not exceed 20% of assets

o A fund could lose money because o Foreign investments, which o Each fund actively manages the
of foreign government actions, represent a major portion of the currency exposure of its foreign
political instability, or lack world's securities, offer investments relative to its
of adequate and accurate attractive potential performance benchmark, and may hedge back
information and opportunities for into the U.S. dollar from time
diversification to time (see also "Derivatives")

When-issued and delayed
delivery securities

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

Short-term trading

o Increased trading would raise a o A fund could realize gains in a o The funds generally avoid
fund's brokerage and related short period of time short-term trading, except to
costs take advantage of attractive or
o A fund could protect against unexpected opportunities or to
o Increased short-term capital losses if a stock is overvalued meet demands generated by
gains distributions would raise and its value later falls shareholder activity. The
shareholders' income tax turnover rate for each fund for
liability its most recent fiscal year end
is as follows: Disciplined
Policies to balance risk and reward Equity (51%), U.S. Equity (84%),
U.S. Small Company (104%), U.S.
Small Company Opportunities
(116%), and Tax Aware U.S.
Equity (29%)
</TABLE>

20 | FUND DETAILS
<PAGE>

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

o Derivatives such as futures, o Hedges that correlate well with o The funds use derivatives for
options, swaps, and forward underlying positions can reduce hedging and for risk management
foreign currency contracts that or eliminate losses at low cost (i.e., to establish or adjust
are used for hedging the exposure to particular
portfolio or specific securities o A fund could make money and securities, markets or
may not fully offset the protect against losses if currencies); risk management may
underlying positions1 and this management's analysis proves include management of a fund's
could result in losses to the correct exposure relative to its
fund that would not have benchmark (the U.S. Small
otherwise occurred o Derivatives that involve Company Opportunities Fund is
leverage could generate permitted to use derivatives,
o Derivatives used for risk substantial gains at low cost however, it has no current
management may not have the intention to do so)
intended effects and may result
in losses or missed o The funds only establish hedges
opportunities that they expect will be highly
correlated with underlying
o The counterparty to a positions
derivatives contract could
default o While the funds may use
derivatives that incidentally
o Derivatives that involve involve leverage, they do not
leverage could magnify losses use them for the specific
purpose of leveraging their
o Certain types of derivatives portfolios
involve costs to the funds which
can reduce returns

Securities lending

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

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

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

Illiquid holdings

o A fund could have difficulty o These holdings may offer more o No fund may invest more than 15%
valuing these holdings precisely attractive yields or potential of net assets in illiquid
growth than comparable widely holdings
o A fund could be unable to sell traded securities
these holdings at the time or o To maintain adequate liquidity
price it desires to meet redemptions, each fund
may hold investment-grade
Policies to balance risk and reward short-term securities (including
repurchase agreements and
reverse repurchase agreements)
and, for temporary or
extraordinary purposes, may
borrow from banks up to 331/3%
of the value of its total assets
</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 changes in the value of a securities index. An option is
the right to buy or sell a set quantity of an underlying instrument at a
pre-determined price. A swap is a privately negotiated agreement to
exchange one stream of payments for another. A forward foreign currency
contract is an obligation to buy or sell a given currency on a future date
and at a set price.

FUND DETAILS | 21
<PAGE>

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

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

- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN DISCIPLINED EQUITY FUND
For the
six months
Per-share data For fiscal periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
5/31/98(1) 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C>
Net asset value, beginning of period ($) 12.98 14.95 18.22
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.03 0.12 0.09
Net realized and unrealized gain
on investment ($) 1.96 3.28 0.83
Total from investment operations ($) 1.99 3.40 0.92
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.02) (0.09) (0.09)
Net realized gains ($) -- (0.04) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.02) (0.13) (0.09)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 14.95 18.22 19.05
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 15.33(2) 22.86 4.09(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 18,037 120,592 181,547
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.75(3) 0.75 0.72(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.00(3) 0.89 0.73(3)
Expenses without reimbursement (%) 3.28(3) 0.86 0.76(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 12/31/97.
(2) Not annualized.
(3) Annualized.

22 | FUND DETAILS
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN U.S. EQUITY FUND
For the
six months
Per-share data For fiscal periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
5/31/95 5/31/96 5/31/97 5/31/98 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 19.38 19.42 22.15 24.63 25.66 25.09
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.32 0.38 0.25 0.18 0.18 0.09
Net realized and unrealized gain
on investment ($) 2.17 4.23 4.72 5.92 3.91 0.31
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 2.49 4.61 4.97 6.10 4.09 0.40
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.28) (0.29) (0.36) (0.23) (0.19) (0.05)
Net realized gains ($) (2.17) (1.59) (2.13) (4.84) (4.47) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (2.45) (1.88) (2.49) (5.07) (4.66) (0.05)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 19.42 22.15 24.63 25.66 25.09 25.44
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 15.11 25.18 25.00 28.35 18.39 1.59(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 259,338 330,014 362,603 448,144 440,965 434,371
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.90 0.81 0.80 0.78 0.79 0.78(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.74 1.87 1.13 0.71 0.70 0.68(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.91 0.81 0.80 0.78 0.79 0.78(2)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Not annualized.
(2) Annualized.

FUND DETAILS | 23
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN U.S. SMALL COMPANY FUND
For the
six months
Per-share data For fiscal periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
5/31/95 5/31/96 5/31/97 5/31/98 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 21.40 22.02 26.20 26.04 27.68 21.54
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.22 0.26 0.18 0.11 0.08 (0.00)(1)
Net realized and unrealized gain (loss)
on investment ($) 2.13 6.96 2.00 5.58 (3.30) 5.93
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 2.35 7.22 2.18 5.69 (3.22) 5.93
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) . (0.21) (0.26) (0.21) (0.14) (0.08) (0.01)
Net realized gain ($) (1.52) (2.78) (2.13) (3.91) (2.84) --
Total distributions to shareholders ($) . (1.73) (3.04) (2.34) (4.05) (2.92) (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 22.02 26.20 26.04 27.68 21.54 27.46
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 12.28 35.48 9.49 23.37 (10.95) 27.54(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 179,130 220,917 237,985 261,804 186,879 252,971
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.90 0.90 0.90 0.97 1.02 1.00(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (%) 1.02 1.10 0.71 0.39 0.34 0.22(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.12 1.03 1.03 1.03 1.02 1.00(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND
For the
six months
Per-share data For fiscal periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
5/31/981 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 12.57 12.17
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss) ($) (0.02) (0.01) (0.02)
Net realized and unrealized gain (loss)
on investment ($) 2.59 (0.08) 4.28
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 2.57 (0.09) 4.26
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net realized gain ($) -- (0.31) --
Total distributions to shareholders ($) . -- (0.31) --
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.57 12.17 16.43
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 25.70(2) (0.49) 35.00(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 188,932 286,082 442,122
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 1.19(3) 1.07 1.00(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (%) (0.37)(3) (0.42) (0.37)(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.25(3) 1.07 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 6/16/97.
(2) Not annualized.
(3) Annualized.

24 | FUND DETAILS
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN TAX AWARE U.S. EQUITY FUND

Per-share data For fiscal periods ended October 31
- ------------------------------------------------------------------------------------------------------------------------------------
1997(1) 1998 1999
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 12.57 15.19
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.06 0.08 0.10
Net realized and unrealized gain
on investment ($) 2.52 2.65 3.55
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 2.58 2.73 3.65
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.01) (0.11) (0.11)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.57 15.19 18.73
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 25.83(2) 21.81 24.05
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 25,649 76,924 163,075
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.85(3) 0.85 0.85
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 0.70(3) 0.63 0.58
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 2.16(3) 1.09 0.90
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 23 44 29
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 12/18/96.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 25
<PAGE>

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

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

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

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

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

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

Telephone: 1-800-521-5411

Hearing impaired: 1-888-468-4015

Email: [email protected]

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

J.P. Morgan Disciplined Equity Fund .................... 811-07340 and 033-54632
J.P. Morgan U.S. Equity Fund ........................... 811-07340 and 033-54632
J.P. Morgan U.S. Small Company Fund .................... 811-07340 and 033-54632
J.P. Morgan U.S. Small Company Opportunities Fund ...... 811-07340 and 033-54632
J.P. Morgan Tax Aware U.S. Equity Fund ................. 811-07795 and 333-11125

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

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

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

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

Disciplined Equity Fund
U.S. Equity Fund
U.S. Small Company Fund
U.S. Small Company Opportunities Fund
Tax Aware U.S. Equity Fund

--------------------------------------
Seeking to outperform U.S. stock
markets over the long term through a
disciplined management approach

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

Distributed by Funds Distributor, Inc. JPMorgan
<PAGE>

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

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

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

14 | Investing in the J.P. Morgan U.S. Equity Funds

17 | More about risk and the funds' business operations

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

J.P. MORGAN DISCIPLINED EQUITY FUND | TICKER SYMBOL: JPEQX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

Principal Risks

REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN DISCIPLINED EQUITY FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $26 billion using similar
strategies as the fund.

- --------------------------------------------------------------------------------
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 DISCIPLINED EQUITY FUND
<PAGE>

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

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

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

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

40%
31.98
30%

20%
18.02
10%

0%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Disciplined Equity Fund

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- -------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(2)
<S> <C> <C>
J.P. Morgan Disciplined Equity Fund (after expenses) 18.02 25.94
- -------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 25.81
- -------------------------------------------------------------------------------------------------------
</TABLE>

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

(1) The fund commenced operations on 12/31/97.

(3) The fund's fiscal year end is 5/31.

J.P. MORGAN DISCIPLINED EQUITY FUND | 3
<PAGE>

J.P. MORGAN U.S. EQUITY FUND | TICKER SYMBOL: PPEQX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of selected
equity securities. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

Principal Risks

REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. EQUITY FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $17 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

4 | J.P. MORGAN U.S. EQUITY FUND
<PAGE>

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

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

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

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

[ ] J.P. Morgan U.S. Equity Fund

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.40

Marketing (12b-1) fees none

(1) The fund commenced operations on 7/18/93. For the period 1/1/89 through
7/31/93 returns reflect performance of The Pierpont Equity Fund, the
predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

J.P. MORGAN U.S. EQUITY FUND | 5
<PAGE>

J.P. MORGAN U.S. SMALL COMPANY FUND | TICKER SYMBOL: PPCAX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of small
company stocks. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

Principal Risks

REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. SMALL COMPANY FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $4.5 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

6 | J.P. MORGAN U.S. SMALL COMPANY FUND
<PAGE>

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

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

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

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

[ ] J.P. Morgan U.S. Small Company Fund

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan U.S. Small Company Fund (after expenses) 44.00 21.61 14.59
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index (no expenses) 21.76 16.69 13.40
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.60

Marketing (12b-1) fees none

Other expenses 0.42
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 1.02

(1) The fund commenced operations on 7/19/93. For the period 1/1/89 through
7/31/93 returns reflect performance of The Pierpont Capital Appreciation
Fund, the predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

J.P. MORGAN U.S. SMALL COMPANY FUND | 7
<PAGE>

J.P. MORGAN U.S. SMALL COMPANY
OPPORTUNITIES FUND | TICKER SYMBOL: JPSOX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide long-term growth from a portfolio of small company
growth stocks. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

Principal Risks

REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. SMALL COMPANY
OPPORTUNITIES FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $2 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

8 | J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND
<PAGE>

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

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan U.S. Small Company Opportunities Fund.

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

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

80%
61.63
60%

40%

20%
5.21
0%
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

[ ] J.P. Morgan U.S. Small Company Opportunities Fund

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan U.S. Small Company Opportunities Fund (after expenses) 61.63 30.85
- ------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index (no expenses) 43.09 19.31
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.60

Marketing (12b-1) fees none

Other expenses 0.47
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 1.07

(1) The fund commenced operations on 6/16/97 and returns reflect performance
of the fund from 6/30/97.

(2) The fund's fiscal year end is 5/31.

J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND | 9
<PAGE>

J.P. MORGAN TAX AWARE
U.S. EQUITY FUND | TICKER SYMBOL: JPTAX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high after tax total return from a portfolio of
selected equity securities. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

To this investment approach the fund adds the element of tax aware investing.
The fund's tax aware investment strategies are described on page 13.

Principal Risks

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN TAX AWARE U.S. EQUITY FUND: SELECT SHARES)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $820 million using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

10 | J.P. MORGAN TAX AWARE U.S. EQUITY FUND
<PAGE>

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

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Tax Aware U.S. Equity Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 3 calendar
years.

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

40%
31.18
30.32
20%
18.31
0%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Tax Aware U.S. Equity Fund

Shares held one year or longer none

Annual expenses (% of fund assets)
- --------------------------------------------------------------------------------
Management fees 0.45

Marketing (12b-1) fees none

Other expenses 0.45
- --------------------------------------------------------------------------------
Total operating expenses 0.90

Fee waiver and expense
reimbursement(3) 0.05
- --------------------------------------------------------------------------------
Net expenses(3) 0.85

(1) The fund commenced operations on 12/18/96, and returns reflect performance
of the fund from 12/31/96.

(2) The fund's fiscal year end is 10/31.

J.P. MORGAN TAX AWARE U.S. EQUITY FUND | 11
<PAGE>

THE SPECTRUM OF U.S. EQUITY FUNDS
The funds described in this prospectus pursue a range of goals and offer varying
degrees of risk and potential reward. Differences between these funds include:

o how much emphasis they give to the most undervalued stocks

o how closely they follow the industry weightings of their benchmarks

o how many securities they typically maintain in their portfolios

o the size or market capitalization of the companies in which they invest

o whether they focus on before-tax or after-tax returns

The funds are designed for investors who:

o are pursuing a long-term goal such as retirement

o want to add an investment with growth potential to further diversify a
portfolio

o want funds that seek to outperform the markets in which they each invest over
the long term

o with regard to the Tax Aware Fund, are individuals that could benefit from a
strategy that pursues returns from an after-tax perspective

The funds are not designed for investors who:

o want funds that pursue market trends or focus only on particular industries or
sectors

o require regular income or stability of principal

o are pursuing a short-term goal or investing emergency reserves

o with regard to the Tax Aware Fund, are investing through a tax-deferred
account such as an IRA.

12 | U.S. Equity MANAGEMENT APPROACH
<PAGE>

- --------------------------------------------------------------------------------
U.S. EQUITY INVESTMENT PROCESS

The J.P. Morgan U.S. equity funds invest primarily in U.S. stocks. The Tax Aware
Fund does so while seeking to enhance after-tax returns.

In managing the funds, J.P. Morgan employs a three-step process:

[GRAPHIC OMITTED] | J.P. Morgan analysts develop proprietary fundamental
research

[GRAPHIC OMITTED] | Stocks in each industry are ranked with the help of models

[GRAPHIC OMITTED] | Using research and valuations, each fund's management team
chooses stocks for its fund

o catalysts that could trigger a rise in a stock's price

o high potential reward compared to potential risk

o temporary mispricings caused by market overreactions.

- --------------------------------------------------------------------------------
TAX AWARE INVESTING AT J.P. MORGAN

U.S. EQUITY MANAGEMENT APPROACH | 13
<PAGE>

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

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

INVESTING THROUGH A FINANCIAL PROFESSIONAL

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

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

INVESTING DIRECTLY

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

o Mail in your application, making your initial investment as shown on the
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 Transfer Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

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

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

14 | 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.

By phone-- check payment

In writing

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

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

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption in kind

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

ACCOUNT AND TRANSACTION POLICIES

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

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 | 15
<PAGE>

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.

DIVIDENDS AND DISTRIBUTIONS

TAX CONSIDERATIONS

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

Income dividends Ordinary income

Short-term capital gains Ordinary income
distributions

Long-term capital gains Capital gains
distributions

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

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

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

Any investor for whom a fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.

16 | YOUR INVESTMENT
<PAGE>

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

BUSINESS STRUCTURE

MANAGEMENT AND ADMINISTRATION

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

Advisory services Percentage of the master
portfolio's average net assets
Disciplined Equity 0.35%
U.S. Equity 0.40%
U.S. Small Company 0.60%
U.S. Small Company 0.60%
Opportunities

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

The Tax Aware U.S. Equity Fund, subject to the expense reimbursements described
earlier in this prospectus, pays J.P. Morgan the following fees for investment
advisory and other services:

Advisory services 0.45% of the fund's average
net assets

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

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

FUND DETAILS | 17
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE OF PRIVATE ACCOUNTS

<TABLE>
<CAPTION>
Annual Total Returns for the Year Ended December 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

18 | YOUR INVESTMENT
<PAGE>

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

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

| 19
<PAGE>

RISK AND REWARD ELEMENTS

o During severe market downturns,
the funds have the option of
investing up to 100% of assets
in investment-grade short-term
securities

Management choices

Foreign investments

When-issued and delayed
delivery securities

Short-term trading

20 | FUND DETAILS
<PAGE>

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

Securities lending

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

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

Illiquid holdings

FUND DETAILS | 21
<PAGE>

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

(1) The fund commenced operations on 12/31/97.
(2) Not annualized.
(3) Annualized.

22 | FUND DETAILS
<PAGE>

(1) Not annualized.
(2) Annualized.

FUND DETAILS | 23
<PAGE>

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

- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND
For the
six months
Per-share data For fiscal periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
5/31/981 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 12.57 12.17
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss) ($) (0.02) (0.01) (0.02)
Net realized and unrealized gain (loss)
on investment ($) 2.59 (0.08) 4.28
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 2.57 (0.09) 4.26
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net realized gain ($) -- (0.31) --
Total distributions to shareholders ($) . -- (0.31) --
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.57 12.17 16.43
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 25.70(2) (0.49) 35.00(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 188,932 286,082 442,122
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 1.19(3) 1.07 1.00(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (%) (0.37)(3) (0.42) (0.37)(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.25(3) 1.07 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 6/16/97.
(2) Not annualized.
(3) Annualized.

24 | FUND DETAILS
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN TAX AWARE U.S. EQUITY FUND

(1) The fund commenced operations on 12/18/96.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 25
<PAGE>

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

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

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

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

Telephone: 1-800-521-5411

Hearing impaired: 1-888-468-4015

Email: [email protected]

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

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>

Disciplined Equity Fund
U.S. Equity Fund
U.S. Small Company Fund
Tax Aware Disciplined Equity Fund
SmartIndex(TM) Fund

----------------------------------------
Seeking to outperform U.S. stock markets
over the long term through a disciplined
management approach

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

Distributed by Funds Distributor, Inc. JPMorgan
<PAGE>
- --------------------------------------------------------------------------------
<PAGE>

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

J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUNDS
J.P. Morgan Institutional Disciplined Equity Fund............................ 2
J.P. Morgan Institutional U.S. Equity Fund................................... 4
J.P. Morgan Institutional U.S. Small Company Fund............................ 6
J.P. Morgan Institutional Tax Aware Disciplined Equity Fund.................. 8
J.P. Morgan Institutional SmartIndex(TM)Fund................................. 10

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

U.S. EQUITY MANAGEMENT APPROACH
J.P. Morgan.................................................................. 12
J.P. Morgan U.S. equity funds................................................ 12
The spectrum of U.S. equity funds............................................ 12
Who may want to invest....................................................... 12
U.S. equity investment process............................................... 13
Tax aware investing at J.P. Morgan........................................... 13

14 | Investing in the J.P. Morgan Institutional U.S. Equity Funds

YOUR INVESTMENT
Investing through a financial professional................................... 14
Investing through an employer-sponsored retirement plan...................... 14
Investing through an IRA or rollover IRA..................................... 14
Investing directly........................................................... 14
Opening your account......................................................... 14
Adding to your account....................................................... 14
Selling shares............................................................... 15
Account and transaction policies............................................. 15
Dividends and distributions.................................................. 16
Tax considerations........................................................... 16

17 | More about risk and the funds' business operations

FUND DETAILS
Business structure........................................................... 17
Management and administration................................................ 17
Performance of private accounts.............................................. 18
Risk and reward elements..................................................... 20
Financial highlights......................................................... 22

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

J.P. MORGAN INSTITUTIONAL
DISCIPLINED EQUITY FUND | TICKER SYMBOL: JPIEX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the S&P 500.
The fund does not look to overweight or underweight industries.

Principal Risks
The value of your investment in the fund will fluctuate in response to movements
in the stock market. Fund performance will also depend on the effectiveness of
J.P. Morgan's research and the management team's stock picking decisions.

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $26 billion using similar
strategies as the fund.

The portfolio management team is led by James C. Wiess and Timothy J. Devlin,
both vice presidents, who have been on the team since the fund's inception. Mr.
Wiess has been at J.P. Morgan since 1992, and prior to managing this fund
managed other structured equity portfolios for J.P. Morgan. Mr. Devlin has been
at J.P. Morgan since July 1996, and prior to that time was an equity portfolio
manager at Mitchell Hutchins Asset Management Inc.

- --------------------------------------------------------------------------------
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 DISCIPLINED EQUITY FUND
<PAGE>

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

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

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

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

Total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1998 1999

40%
32.35
30%

20%
18.32
10%

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

[ ] J.P. Morgan Institutional Disciplined Equity Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 22.85% (for the quarter ended 12/31/98); and the lowest quarterly
return was -9.91% (for the quarter ended 9/30/98).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- -------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Institutional Disciplined Equity Fund (after expenses) 18.32 26.16
- -------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 25.81
- -------------------------------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.35
Marketing (12b-1) fees none
Other expenses 0.25
- --------------------------------------------------------------------------------
Total operating expenses 0.60

Fee waiver and
expense reimbursement(4) 0.15
- --------------------------------------------------------------------------------
Net expenses(4) 0.45
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------
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. 5 yrs. 10 yrs.
Your cost($) 46 177 320 736
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 1/3/97 and performance is
calculated as of 1/31/97.

(2) The fund's fiscal year end is 5/31.

(3) The fund has a master/feeder structure as described on page 17. This table
shows the fund's expenses and its share of master portfolio expenses for the
past fiscal year, expressed as a percentage of the fund's average net
assets.

(4) 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 0.45% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND | 3
<PAGE>

J.P. MORGAN INSTITUTIONAL
U.S. EQUITY FUND | TICKER SYMBOL: JMUEX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of selected
equity securities. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The fund can moderately underweight or
overweight industries when it believes it will benefit performance.

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $17 billion using similar
strategies as the fund.

The portfolio management team is led by Henry D. Cavanna, managing director, who
joined the team in February 1998, and has been at J.P. Morgan since 1971. He has
served as manager of U.S. equity portfolios prior to managing the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

4 | J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND
<PAGE>

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

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

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

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

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

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

40%
34.12
32.83
30%
28.58
24.79
21.22
20%
14.88
11.06
10%
8.73
1.38
0%
(0.32)

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

[ ] J.P. Morgan Institutional U.S. Equity Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 21.46% (for the quarter ended 12/31/98); and the
lowest quarterly return was -11.83% (for the quarter ended 9/30/90).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(1)
- -----------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan Institutional U.S. Equity Fund (after expenses) 14.88 24.31 17.12
- -----------------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 28.55 18.21
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.40
Marketing (12b-1) fees none
Other expenses(4) 0.23
- --------------------------------------------------------------------------------
Total annual fund
operating expenses(4) 0.63
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 64 202 351 786
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 9/17/93. For the period 1/1/90 through
9/30/93, returns reflect performance of The Pierpont Equity Fund, the
predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

(3) The fund has a master/feeder structure as described on page 17. This table
shows the fund's expenses and its share of master portfolio expenses for the
past fiscal year, before reimbursement, expressed as a percentage of the
fund's average net assets.

(4) After reimbursement, other expenses and total operating expenses are 0.20%
and 0.60%, respectively. This reimbursement arrangement can be changed or
terminated at any time at the option of J.P. Morgan.

J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND | 5
<PAGE>

J.P. MORGAN INSTITUTIONAL
U.S. SMALL COMPANY FUND | TICKER SYMBOL: JUSSX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of small
company stocks. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in small and medium sized U.S. companies whose market
capitalizations are greater than $100 million and less than $2 billion. Industry
by industry, the fund's weightings are similar to those of the Russell 2000
Index. The fund can moderately underweight or overweight industries when it
believes it will benefit performance.

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $4.5 billion using similar
strategies as the fund.

The portfolio management team is led by Marian U. Pardo, managing director, and
Alexandra F. Wells, vice president. Ms. Pardo has been at J.P. Morgan since
1968, except for five months in 1998 when she was president of a small
investment management firm. Prior to managing the fund, Ms. Pardo managed small
and large cap equity portfolios, equity and convertible funds, and several
institutional portfolios. Ms. Wells joined the team in March 1998 and has been
with J.P. Morgan since 1992. Prior to managing the fund, Ms. Wells managed large
cap equity portfolios, and prior to that served as an equity research analyst.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

6 | J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND
<PAGE>

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

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

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

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

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

60%
59.59
44.30
31.88
30%
22.70
20.84
18.98
8.59
0%
(5.28)
(5.81)
(24.34)
(30%)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Institutional U.S. Small Company Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 34.75% (for the quarter ended 12/31/99); and the
lowest quarterly return was -30.03% (for the quarter ended 9/30/90).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(1)
- ----------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan Institutional U.S. Small Company Fund (after expenses) 44.30 21.73 14.66
- ----------------------------------------------------------------------------------------------------------------------
Russell 2000 Index (no expenses) 21.26 16.69 12.43
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.60
Marketing (12b-1) fees none
Other expenses(4) 0.25
- --------------------------------------------------------------------------------
Total annual fund
operating expenses(4) 0.85
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 87 271 471 1,049
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 11/4/93. For the period 1/1/90 through
11/30/93 returns reflect performance of The Pierpont Capital Appreciation
Fund, the predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

(4) After reimbursement other expenses and total operating expenses are 0.20%
and 0.80%, respectively. This reimbursement arrangement can be changed or
terminated at any time at the option of J.P. Morgan.

J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND | 7
<PAGE>

J.P. MORGAN INSTITUTIONAL TAX AWARE
DISCIPLINED EQUITY FUND | TICKER SYMBOL: JPDEX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high after tax total return from a portfolio of
selected equity securities. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The fund does not look to underweight or
overweight industries.

To this investment approach the fund adds the element of tax aware investing.
The fund's tax aware investment strategies are described on page 13.

By owning a large number of stocks within the S&P 500, with an emphasis on those
that appear undervalued or fairly valued, and by tracking the industry
weightings of that index, the fund seeks returns that modestly exceed those of
the S&P 500 over the long term with virtually the same level of volatility. The
fund's tax aware strategies may reduce your capital gains but will not eliminate
them. Maximizing after-tax returns may require trade-offs that reduce pre-tax
returns.

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN TAX AWARE DISCIPLINED EQUITY FUND:
INSTITUTIONAL SHARES)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $2.3 billion using similar
strategies as the fund.

The portfolio management team is led by Robin B. Chance, vice president, and
Frederic A. Nelson, managing director, who have been on the team since the
fund's inception in January of 1997. Ms. Chance has been at J.P. Morgan since
1987, Mr. Nelson since May 1994. Prior to managing this fund, both were respon
sible for structured equity strategies. Prior to joining Morgan, Mr. Nelson was
a portfolio manager at Bankers Trust.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

8 | J.P. MORGAN INSTITUTIONAL TAX AWARE DISCIPLINED EQUITY FUND
<PAGE>

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

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

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

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

Total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1998 1999

40%
31.82
17.39
20%

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

[ ] J.P. Morgan Institutional Tax Aware Disciplined Equity Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 22.98% (for the quarter ended 12/31/98) and the lowest quarterly
return was -10.05%(for the quarter ended 9/30/98).

Past 1 yr. Life of fund(1)
<S> <C> <C>

J.P. Morgan Institutional Tax Aware Disciplined Equity Fund (after expenses) 17.39 26.33
- ---------------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 25.81
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, 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 expenses (% of fund assets)
- --------------------------------------------------------------------------------
Management fees 0.35
Marketing (12b-1) fees none
Other expenses 0.30
- --------------------------------------------------------------------------------
Total operating expenses 0.65
Fee waiver and
expense reimbursement(3) 0.10
- --------------------------------------------------------------------------------
Net expenses(3) 0.55
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 60/160 202 356 805
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 1/30/97, and returns reflect performance of
the fund from 1/31/97.

(2) The fund's fiscal year end is 10/31.

(3) 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 0.55% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN INSTITUTIONAL TAX AWARE DISCIPLINED EQUITY FUND | 9
<PAGE>

J.P. MORGAN INSTITUTIONAL
SMARTINDEX(TM) FUND | TICKER SYMBOL: JPISX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide a consistently high total return from a broadly
diversified portfolio of approximately 350 equity securities while maintaining
risk characteristics similar to the S&P 500. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in large and medium capitalization U.S. and foreign
companies included in the S&P 500. While the fund seeks to invest in a portfolio
of stocks with risk characteristics similar to the S&P 500, the fund may invest
a portion of its assets in stocks which are not part of the index. The fund's
sector weightings are expected to be similar to those of the S&P 500. Within
each industry, the fund may moderately overweight stocks that appear undervalued
or fairly valued and underweight or not hold stocks that appear overvalued,
according to the investment process described on page 13. Accordingly, the
fund's performance is expected to differ from that of the S&P 500. The fund
expects to ordinarily hold a portfolio of approximately 350 stocks. The fund
generally considers selling stocks that appear significantly overvalued.

By controlling the sector weightings of the fund so they can differ only
moderately from the sector weightings of the S&P 500, the fund seeks to limit
its volatility to that of the overall market, as represented by this index.

Principal Risks
The value of your investment in the fund will fluctuate in response to movements
in the stock market. Fund performance also will depend on the effectiveness of
J.P. Morgan's research and the management team's stock picking decisions.

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN SMARTINDEX FUND: INSTITUTIONAL
SHARES)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $2.7 billion using the same
strategy as the fund.

The portfolio management team is led by James C. Wiess and Timothy J. Devlin,
both vice presidents. Mr. Wiess has been at J.P. Morgan since 1992, and prior to
managing this fund managed other structured equity portfolios for J.P. Morgan.
Mr. Devlin has been at J.P. Morgan since July of 1996, and prior to that time
was an equity portfolio manager at Mitchell Hutchins Asset Management Inc.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

10 | J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM)FUND
<PAGE>

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

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

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

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and life of fund compare to those of the S&P 500
Index. This is a widely recognized, unmanaged index of U.S. stocks used as a
measure of overall U.S. stock performance.

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

Total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1999
20%
19.61

10%

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

[ ] J.P. Morgan Institutional SmartIndex(TM) Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 12.97% (for the quarter ended 12/31/99); and the lowest quarterly
return was -6.27% (for the quarter ended 9/30/99).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- -----------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Institutional SmartIndex(TM) Fund (after expenses) 19.61 19.61
- -----------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 21.04
- -----------------------------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses(3)(%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.25
Marketing (12b-1) fees none
Other expenses 5.19
- --------------------------------------------------------------------------------
Total operating expenses 5.44

Fee waiver and
expense reimbursement(4) 5.09
- --------------------------------------------------------------------------------
Net expenses(4) 0.35
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------
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($) 36 1,169
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 12/31/98.

(2) The fund's fiscal year end is 5/31.

(3) This table shows the fund's expenses expressed as a percentage of the fund's
average net assets.

(4) 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 0.35% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM)FUND | 11
<PAGE>

U.S. EQUITY MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN
Known for its commitment to proprietary research and its disciplined invest ment
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 funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN U.S. EQUITY FUNDS
These funds invest primarily in U.S. stocks either directly or through another
fund. As a shareholder, you should anticipate risks and rewards beyond those of
a typical bond fund or a typical balanced fund.

THE SPECTRUM OF U.S. EQUITY FUNDS
The funds described in this prospectus pursue a range of goals and offer varying
degrees of risk and potential reward. Differences between these funds include:

o how much emphasis they give to the most undervalued stocks

o how closely they follow the industry weightings of their benchmarks

o how many securities they typically maintain in their portfolios

o the size or market capitalization of the companies in which they invest

o whether they focus on before-tax or after-tax returns

The table below shows degrees of the relative risk and return that these funds
potentially offer. These and other distinguishing features of each U.S. equity
fund were described on the preceding pages.

- --------------------------------------------------------------------------------
Who May Want To Invest

The funds are designed for investors who:

o are pursuing a long-term goal such as retirement

o want to add an investment with growth potential to further diversify a
portfolio

o want funds that seek to outperform the markets in which they each invest over
the long term

o with regard to the Tax Aware Fund, are individuals that could benefit from a
strategy that pursues returns from an after-tax perspective

The funds are not designed for investors who:

o want funds that pursue market trends or focus only on particular industries or
sectors

o require regular income or stability of principal

o are pursuing a short-term goal or investing emergency reserves

o with regard to the Tax Aware Fund, are investing through a tax-deferred
account such as an IRA.

Potential risk and return
- --------------------------------------------------------------------------------

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

[GRAPHIC OMITTED]

12 | U.S. EQUITY MANAGEMENT APPROACH
<PAGE>

- --------------------------------------------------------------------------------
U.S. EQUITY INVESTMENT PROCESS
The J.P. Morgan U.S. equity funds invest primarily in U.S. stocks. The Tax Aware
Fund does so while seeking to enhance after-tax returns.

In managing the funds, J.P. Morgan employs a three-step process:

[GRAPHIC OMITTED]
J.P. Morgan analysts develop proprietary
fundamental research

[GRAPHIC OMITTED]
Stocks in each industry are ranked
with the help of models

[GRAPHIC OMITTED]
Using research and valuations,
each fund's management team
chooses stocks for its fund

o catalysts that could trigger a rise in a stock's price

o high potential reward compared to potential risk

o temporary mispricings caused by market overreactions

- --------------------------------------------------------------------------------
TAX AWARE INVESTING AT J.P. MORGAN
The Tax Aware Disciplined Equity Fund is designed to reduce, but not eliminate,
capital gains distributions to shareholders. In doing so, the fund sells
securities when the anticipated performance benefit justifies the resulting tax
liability. This strategy often includes holding securities long enough to avoid
higher, short-term capital gains taxes, selling shares with a higher cost basis
first, and offsetting gains realized in one security by selling another security
at a capital loss. The fund is aided in this process by a tax-sensitive
optimization model developed by J.P. Morgan.

The Tax Aware Disciplined Equity Fund generally intends to pay redemption
proceeds in cash; however it reserves the right at its sole discretion to pay
redemptions over $250,000 in-kind as a portfolio of representative stocks rather
than cash. An in-kind redemption payment can shield the fund -- and other
shareholders -- from tax liabilities that might otherwise be incurred. It is not
subject to a redemption fee by the fund. However, the stocks received will
continue to fluctuate in value after redemption and will be subject to brokerage
or other transaction costs when liquidated.

U.S. EQUITY MANAGEMENT APPROACH | 13
<PAGE>

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

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

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

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

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

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

o Choose a fund (or funds) and determine the amount you are investing. The
minimum amount for initial investments is $1,000,000 for the Disciplined
Equity and U.S. Small Company funds and $3,000,000 for the U.S. Equity, Tax
Aware Disciplined Equity and SmartIndex(TM) funds 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 Mail in your application, making your initial investment as shown on the
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.

14 | 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.

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

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

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption in kind

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

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

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

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

Business days and NAV calculations The funds' regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). Each fund
calculates its net asset value per share (NAV) every business day as of the
close of trading on the NYSE(normally 4:00 p.m. eastern time). Each fund's
securities are typically priced using market quotes or pricing services. 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.

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

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

YOUR INVESTMENT | 15
<PAGE>

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.

DIVIDENDS AND DISTRIBUTIONS
Income dividends are typically paid four times a year for the Disciplined
Equity, U.S. Equity, Tax Aware Disciplined Equity and SmartIndex(TM) funds; and
twice a year for the U.S. Small Company fund. Each fund typically makes capital
gains distributions, if any, once per year. However, a fund may make more or
fewer payments in a given year, depending on its investment results and its tax
compliance situation. Each fund's dividends and distributions consist of most or
all of its net investment income and net realized capital gains.

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

- --------------------------------------------------------------------------------
Transaction | Tax status
- --------------------------------------------------------------------------------
Income dividends Ordinary income
- --------------------------------------------------------------------------------
Short-term capital gains Ordinary income
distributions
- --------------------------------------------------------------------------------
Long-term capital gains Capital gains
distributions
- --------------------------------------------------------------------------------
Sales or exchanges of shares Capital gains or losses
owned for more than one year
- --------------------------------------------------------------------------------
Sales or exchanges of shares Gains are treated as ordinary
owned for one year or less income; losses are subject
to special rules
- --------------------------------------------------------------------------------

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

Any investor for whom a fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.

16 | YOUR INVESTMENT
<PAGE>

FUND DETAILS
- --------------------------------------------------------------------------------
BUSINESS STRUCTURE
As noted earlier, each fund (except the Tax Aware Disciplined Equity and
SmartIndex(TM) funds) is a series of J.P Morgan Institutional Funds, a
Massachusetts business trust, and is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)

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

The Tax Aware Disciplined Equity and SmartIndex(TM) funds are each a series of
J.P. Morgan Series Trust, a Massachusetts business trust. Information about
other series or classes is available by calling 1-800-766-7722. In the future,
the trustees could create other series or share classes, which would have
different expenses.

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

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

- --------------------------------------------------------------------------------
Advisory services Percentage of the master
portfolio's average net assets
Disciplined Equity 0.35%
U.S. Equity 0.40%
U.S. Small Company 0.60%
- --------------------------------------------------------------------------------
Administrative services Master portfolio's and fund's pro-
(fee shared with Funds rata portions of 0.09% of the
Distributor, Inc.) first $7 billion in J.P. Morgan-
advised portfolios, plus 0.04% of
average net assets over
$7 billion
- --------------------------------------------------------------------------------
Shareholder services 0.10% of the fund's average
net assets
- --------------------------------------------------------------------------------

The Tax Aware Disciplined Equity and SmartIndex(TM) funds, subject to the
expense reimbursements described earlier in this prospectus, pay J.P. Morgan the
following fees for investment advisory and other services:

- --------------------------------------------------------------------------------
Advisory services Percentage of the fund's
average net assets
Tax Aware Disciplined 0.35%
Equity
SmartIndex(TM) 0.25%
- --------------------------------------------------------------------------------
Administrative services Fund's pro-rata portion of 0.09%
(fee shared with Funds of the first $7 billion of
Distributor, Inc.) average net assets in
J.P. Morgan-advised portfolios,
plus 0.04% of average
net assets over $7 billion
- --------------------------------------------------------------------------------
Shareholder services 0.10% of the fund's average
net assets
- --------------------------------------------------------------------------------

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

FUND DETAILS | 17
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE OF PRIVATE ACCOUNTS

The performance of the Disciplined Equity 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 Disciplined Equity Composite are not
subject to the same limitations imposed on mutual funds. If the accounts
included in the Disciplined Equity Composite had been subject to these
limitations, their performance might have been lower.

Additionally, although it is anticipated that the Disciplined Equity Fund and
the Disciplined Equity 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 Disciplined Equity Composite reflects the deductions of
the Disciplined Equity Fund's total operating expenses, after expense
reimbursement, and the reinvestment of dividends and other distributions. The
performance information is the average annual total return of the Disciplined
Equity Composite for the periods indicated.

<TABLE>
<CAPTION>
Annual Total Returns for the Year Ended December 31,

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Disciplined Equity
Composite -2.94% 30.39% 11.75% 10.20% 2.21% 37.87% 23.26% 33.37% 31.91% 18.82%
- -------------------------------------------------------------------------------------------------------------------------------
S&P 500 -3.11% 30.47% 7.62% 10.08% 1.32% 37.58% 22.96% 33.36% 28.58% 21.04%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The SmartIndex(TM) 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 "SmartIndex(TM)
Composite").

The performance of the SmartIndex(TM) 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 SmartIndex(TM) Composite are not subject to the
same limitations imposed on mutual funds. If the accounts included in the
SmartIndex(TM) Composite had been subject to these limitations, their
performance might have been lower.

Additionally, although it is anticipated that the SmartIndex(TM) Fund and the
SmartIndex(TM) 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 SmartIndex(TM) Fund holdings.

The performance of the SmartIndex(TM) Composite reflects the deductions of the
SmartIndex(TM) Fund's total operating expenses, after expense reimbursement, and
the reinvestment of dividends and other distributions. The performance
information is the average annual total return of the SmartIndex(TM) Composite
for the periods indicated.

<TABLE>
<CAPTION>
Annual Total Returns for the Year Ended December 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SmartIndex(TM)Fund 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Composite 30.24% -2.43% 29.76% 9.94% 10.44% 2.27% 38.38% 23.72% 33.98% 31.64% 19.21%
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index 31.69% -3.11% 30.47% 7.62% 10.08% 1.32% 37.58% 22.96% 33.36% 28.58% 21.04%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The SmartIndex(TM) Composite currently includes all discretionary accounts
managed by J.P. Morgan using the same investment strategy as the fund. The
inception date for the SmartIndex(TM) Composite was December 31, 1988. Prior to
January 1, 1993 the composite may not
have included all discretionary accounts.

18 | FUND DETAILS
<PAGE>

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

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

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

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

o Each fund's share price and o Stocks have generally o Under normal circumstances the funds plan to remain
performance will fluctuate outperformed more stable fully invested, with at least 65% in stocks; stock
in response to stock market investments (such as bonds investments may include U.S. and foreign common stocks,
movements and cash equivalents) over convertible securities, preferred stocks, trust or
the long term partnership interests, warrants, rights, and investment
o Adverse market conditions company securities
may from time to time cause
a fund to take temporary o The funds seek to limit risk through diversification
defensive positions that are
inconsistent with its o During severe market downturns, the funds have the
principal investment option of investing up to 100% of assets in
strategies and may hinder a investment-grade short-term securities
fund from achieving its
investment objective

Management choices

o A fund could underperform o A fund could outperform its o J.P. Morgan focuses its active management on securities
its benchmark due to its benchmark due to these same selection, the area where it believes its commitment to
securities and asset choices research can most enhance returns
allocation choices

Foreign investments

o Currency exchange rate o Favorable exchange rate o Each fund anticipates that its total foreign investments
movements could reduce gains movements could generate will not exceed 20% of assets
or create losses gains or reduce losses
o Each fund actively manages the currency exposure of its
o A fund could lose money o Foreign investments, which foreign investments relative to its benchmark, and may
because of foreign represent a major portion of hedge back into the U.S. dollar from time to time (see
government actions, the world's securities, also "Derivatives")
political instability, or offer attractive potential
lack of adequate and performance and
accurate information opportunities for
diversification

When-issued and delayed
delivery securities

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

Short-term trading

o Increased trading would o A fund could realize gains o The funds generally avoid short-term trading, except to
raise a fund's brokerage and in a short period of time take advantage of attractive or unexpected opportunities
related costs or to meet demands generated by shareholder activity.
o A fund could protect against The turnover rate for each fund for its most recent
o Increased short-term capital losses if a stock is fiscal year end is as follows: Disciplined Equity (51%),
gains distributions would overvalued and its value U.S. Equity (84%), U.S. Small Company (104%), Tax Aware
raise shareholders' income later falls Disciplined Equity (40%), and SmartIndex(TM) (19%)
tax liability
</TABLE>

20 | FUND DETAILS
<PAGE>

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

o Derivatives such as futures, o Hedges that correlate well o The funds use derivatives for hedging and for risk
options, swaps, and forward with underlying positions management (i.e., to establish or adjust exposure to
foreign currency contracts can reduce or eliminate particular securities, markets or currencies); risk
that are used for hedging losses at low cost management may include management of a fund's exposure
the portfolio or specific relative to its benchmark
securities may not fully o A fund could make money and
offset the underlying protect against losses if o The funds only establish hedges that they expect will be
positions(1) and this could management's analysis proves highly correlated with underlying positions
result in losses to the fund correct
that would not have o While the funds may use derivatives that incidentally
otherwise occurred o Derivatives that involve involve leverage, they do not use them for the specific
leverage could generate purpose of leveraging their portfolios
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 Derivatives that involve
leverage could magnify
losses

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

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 A fund could have difficulty o These holdings may offer o No fund may invest more than 15% of net assets in
valuing these holdings more attractive yields or illiquid holdings
precisely potential growth than
comparable widely traded o To maintain adequate liquidity to meet redemptions, each
o A fund could be unable to securities fund may hold investment-grade short-term securities
sell these holdings at the (including repurchase agreements and reverse repurchase
time or price it desires agreements) and, for temporary or extraordinary
purposes, may borrow from banks up to 331 1/43% of the
value of its total assets
</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 changes in the value of a securities index. An option is the right
to buy or sell a set quantity of an underlying instrument at a
pre-determined price. A swap is a privately negotiated agreement to exchange
one stream of payments for another. A forward foreign currency contract is
an obligation to buy or sell a given currency on a future date and at a set
price.

FUND DETAILS | 21
<PAGE>

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

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND

For the six
Per-share data For fiscal periods ended months ended
- -------------------------------------------------------------------------------------------------------------
5/31/97(1) 5/31/98 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 11.47 14.96 17.57
- -------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.04 0.12 0.17 0.15
Net realized and unrealized gain
on investment ($) 1.43 3.62 3.18 0.74
- -------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.47 3.74 3.35 0.89
- -------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.12) (0.15) (0.08)
Net realized gains ($) -- (0.13) (0.59) --
- -------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) -- (0.25) (0.74) (0.08)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 11.47 14.96 17.57 18.38
- -------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- -------------------------------------------------------------------------------------------------------------
Total return (%) 14.70(2) 32.98 23.07 5.08(2)
- -------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 49,726 296,191 1,008,435 1,293,751
- -------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- -------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.45(3) 0.45 0.45 0.45(3)
- -------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.58(3) 1.27 1.14 0.99(3)
- -------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.34(3) 0.72 0.60 0.54(3)
- -------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND

For the six
Per-share data For fiscal periods ended months ended
- ------------------------------------------------------------------------------------------------------------------------------
5/31/95 5/31/96 5/31/97 5/31/98 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.92 12.10 14.00 15.66 16.73 15.08
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.18 0.27 0.17 0.15 0.16 0.07
Net realized and unrealized gain
on investment ($) 1.42 2.66 3.02 3.81 2.39 0.18
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.60 2.93 3.19 3.96 2.55 0.25
- ------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.14) (0.20) (0.25) (0.18) (0.17) (0.04)
Net realized gains ($) (0.28) (0.83) (1.28) (2.71) (4.03) --
- ------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.42) (1.03) (1.53) (2.89) (4.20) (0.04)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.10 14.00 15.66 16.73 15.08 15.29
- ------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------
Total return (%) 15.40 25.43 25.21 28.53 18.66 1.66(1)
- ------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 172,497 221,368 329,776 378,988 278,253 276,962
- ------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.60 0.60 0.60 0.60 0.60 0.60(2)
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 2.07 2.08 1.33 0.89 0.89 0.86(2)
- ------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.71 0.62 0.65 0.63 0.63 0.62(2)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Not annualized.
(2) Annualized.

22 | FUND DETAILS
<PAGE>

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND

For the six
Per-share data For fiscal periods ended months ended
- -----------------------------------------------------------------------------------------------------------------------------------
5/31/95 5/31/96 5/31/97 5/31/98 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.03 11.16 13.97 14.09 15.30 11.98
- -----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.10 0.13 0.10 0.09 0.08 0.02
Net realized and unrealized gain (loss)
on investment ($) 1.12 3.66 1.07 3.04 (1.83) 3.30
- -----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.22 3.79 1.17 3.13 (1.75) 3.32
- -----------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.09) (0.12) (0.13) (0.08) (0.08) (0.01)
Net realized gain ($) -- (0.86) (0.92) (1.84) (1.49) --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.09) (0.98) (1.05) (1.92) (1.57) (0.01)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 11.16 13.97 14.09 15.30 11.98 15.29
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Total return (%) 12.26 35.60 9.44 23.55 (10.79) 27.732
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 149,279 291,931 401,797 420,413 344,776 390,985
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- -----------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.80 0.80 0.80 0.80 0.80 0.80(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (%) 1.14 1.20 0.81 0.55 0.55 0.42(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement and
including interest expense (%) 0.91 0.83 0.85 0.85 0.85 0.82(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Interest expense (%) -- -- -- 0.00(1) -- --
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Less than 0.01%.
(2) Not annualized.
(3) Annualized.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
J.P. Morgan Institutional Tax Aware Disciplined Equity Fund

Per-share data For fiscal periods ended October 31
- -----------------------------------------------------------------------------------
1997(1) 1998 1999
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 12.08 14.71
- -----------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.06 0.11 0.15
Net realized and unrealized gain
on investment ($) 2.02 2.68 3.48
- -----------------------------------------------------------------------------------
Total from investment operations ($) 2.08 2.79 3.63
- -----------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.16) (0.15)
- -----------------------------------------------------------------------------------
Net asset value, end of period ($) 12.08 14.71 18.19
- -----------------------------------------------------------------------------------

Ratios and supplemental data
- -----------------------------------------------------------------------------------
Total return (%) 20.80(2) 23.26 24.72
- -----------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 12,026 90,079 340,812
- -----------------------------------------------------------------------------------
Ratio to average net assets:
- -----------------------------------------------------------------------------------
Net expenses (%) 0.55(3) 0.55 0.55
- -----------------------------------------------------------------------------------
Net investment income (%) 1.19(3) 0.97 0.94
- -----------------------------------------------------------------------------------
Expenses without reimbursement (%) 4.59(3) 1.02 0.65
- -----------------------------------------------------------------------------------
Portfolio turnover rate (%) 35 57 40
- -----------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 1/30/97.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 23
<PAGE>

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

- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM) FUND
For the six
Per-share data For fiscal periods ended months ended
- --------------------------------------------------------------------------------

5/31/99(1) 11/30/99
(unaudited)
Net asset value, beginning of period ($) 15.00 16.06
- --------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.07 0.05
Net realized and unrealized gain
on investment ($) 1.02 0.94
- --------------------------------------------------------------------------------
Total from investment operations ($) (1.09) 0.99
- --------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income (0.03) (0.05)
- --------------------------------------------------------------------------------
Net asset value, end of period ($) 16.06 17.00
- --------------------------------------------------------------------------------

Ratios and supplemental data
- --------------------------------------------------------------------------------
Total return (%) 7.27(2) 6.18(2)
- --------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 5,363 126,956
- --------------------------------------------------------------------------------
Ratios to average net assets:
Net expenses (%) 0.35(3) 0.35(3)
- --------------------------------------------------------------------------------
Net investment income(%) 1.13(3) 1.30(3)
- --------------------------------------------------------------------------------
Expenses without reimbursement (%) 5.44(3) 0.62(3)
- --------------------------------------------------------------------------------
Portfolio turnover (%) 19 17
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 12/31/98.
(2) Not annualized.
(3) Annualized.

24 | FUND DETAILS
<PAGE>

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

(this page is intentionally left blank)
<PAGE>

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

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

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

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

Telephone: 1-800-766-7722

Hearing impaired: 1-888-468-4015

Email: [email protected]

J.P. Morgan Institutional Disciplined Equity Fund ...... 811-07342 and 033-54642
J.P. Morgan Institutional U.S. Equity Fund ............. 811-07342 and 033-54642
J.P. Morgan Institutional U.S. Small Company Fund ...... 811-07342 and 033-54642
J.P. Morgan Institutional Tax Aware Disciplined
Equity Fund .......................................... 811-07795 and 333-11125
J.P. Morgan Institutional SmartIndex(TM)Fund ........... 811-07795 and 333-11125

J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

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

JPMorgan
- --------------------------------------------------------------------------------
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

IMPR09

<PAGE>

- --------------------------------------------------------------------------------
MARCH 1, 2000 | PROSPECTUS
- --------------------------------------------------------------------------------

J.P. MORGAN FIXED INCOME FUNDS

Short Term Bond Fund
Bond Fund
Global Strategic Income Fund
Emerging Markets Debt Fund
Tax Exempt Bond Fund
New York Tax Exempt Bond Fund
California Bond Fund

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

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

Distributed by Funds Distributor, Inc.

JPMorgan
<PAGE>
- --------------------------------------------------------------------------------

<PAGE>

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

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

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

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

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

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

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

21 | More about risk and the funds' business operations

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

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

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

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

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

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
duration fixed income funds will depend on the success of the investment
process, which is described on page 17.

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $53 billion using similar
strategies as the fund.

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

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

2 | J.P. MORGAN SHORT TERM BOND FUND
<PAGE>

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

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

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 6 calendar years.

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

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

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- ------------------------------------------------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
20%

10.58
10%
6.84
6.14
4.94
2.81

0% 0.11
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Short Term Bond Fund

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

Average annual total return Shows performance over time, for periods ended December 31, 1999
- --------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Life of fund(1)
<S> <C> <C> <C>
J.P. Morgan Short Term Bond Fund (after expenses) 2.81 6.23 5.06
- --------------------------------------------------------------------------------------------------------
Merrill Lynch 1-3 Year Treasury Index (no expenses) 3.06 6.51 5.42
- --------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.25
Marketing (12b-1) fees none
Other expenses 0.55
- --------------------------------------------------------------------------------
Total operating expenses 0.80

Fee waiver and expense
reimbursement(4) 0.20
- --------------------------------------------------------------------------------
Net expenses(4) 0.60
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------

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. 5 yrs. 10 yrs.
Your cost($) 61 235 425 971
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/8/93 and returns reflect performance of
the fund from 7/31/93.

(2) The fund's fiscal year end is 10/31.

(3) The fund has a master/feeder structure as described on page 21. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year expressed as a percentage of the fund's average net
assets.

(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of
New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.60% of the fund's
average daily net assets through 2/28/01. Actual net expenses for the
fiscal year ended 10/31/99 were 0.57% of the fund's average daily net
assets.

J.P. MORGAN SHORT TERM BOND FUND | 3
<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

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

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

Principal Risks

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $29 billion using similar
strategies as the fund.

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

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

4 | J.P. MORGAN BOND FUND
<PAGE>

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

PERFORMANCE (UNAUDITED)

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

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

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

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

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- ------------------------------------------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20%
18.17

13.45

10% 10.09
9.87
9.13
7.36
6.53
3.13
0%----------------------------------------------------------------------------------------------------------------------------------
(0.73)
(2.97)

(10%)
</TABLE>

[ ] J.P. Morgan Bond Fund

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

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.(1)
<S> <C> <C> <C>
J.P. Morgan Bond Fund (after expenses) (0.73) 7.23 7.23
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Smith Barney Broad Investment Grade Bond Index (no expenses) (0.83) 7.74 7.65
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.39
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 0.69
- --------------------------------------------------------------------------------

Expense example
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.

Your cost($) 70 221 384 859
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/12/93. Returns for the period 1/1/90
through 7/31/93 reflect performance of The Pierpont Bond Fund, the fund's
predecessor, which commenced operations on 3/11/88.

(2) The fund's fiscal year end is 10/31.

J.P. MORGAN BOND FUND | 5
<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

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

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

Principal Risks

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

MODEL SECTOR ALLOCATION

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

35% public/private 13% public/private
mortgages corporates
(range 20-45%) (range 5-25%)
[PIE CHART]
16% emerging
27% high yield markets
corporates (range 0-25%)
(range 17-37%)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $3 billion using similar
strategies as the fund.

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

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

6 | J.P. MORGAN GLOBAL STRATEGIC INCOME FUND
<PAGE>

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

PERFORMANCE (unaudited)

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

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

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

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

Total return (%) Shows changes in returns by calendar year(1,2)
- ------------------------------------------------------------------------------------------------------------------------------------
1998 1999
<S> <C> <C>
20%

10%

2.31
2.08
0%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Global Strategic Income Fund

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

Average annual total return Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Global Strategic Income Fund (after expenses) 2.08 5.03
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index (no expenses) (0.83) 6.49
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.45
Marketing (12b-1) fees none
Other expenses 1.09
- --------------------------------------------------------------------------------
Total operating expenses 1.54

Fee waiver and expense
reimbursement(4) 0.54
- --------------------------------------------------------------------------------
Net expenses(4) 1.00
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------

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. 5 yrs. 10 yrs.
Your cost($) 102 433 788 1,789
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 11/5/97. For the period 3/31/97 through
11/30/97, returns reflect performance of the J.P. Morgan Institutional
Global Strategic Income Fund (a separate feeder fund investing in the same
master portfolio). These returns reflect lower operating expenses than
those of the fund. Therefore these returns may be higher than the fund's
would have been had it existed during the same period.

(2) The fund's fiscal year end is 10/31.

(4) Reflects an agreement dated 7/30/99 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 1.00% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN GLOBAL STRATEGIC INCOME FUND | 7
<PAGE>

J.P. MORGAN EMERGING
MARKETS DEBT FUND | TICKER SYMBOL: JEMDX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN EMERGING MARKETS DEBT FUND)

[GRAPHIC OMITTED]
RISKS/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APROACH

Principal Strategies

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

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

Principal Risks

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

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $2.7 million using similar
strategies as the fund.

The portfolio management team is led by Michael Cembalest, managing director,
who has been at J.P. Morgan from 1988 to January 1998 and since June 1998, and
Paul Dickson, vice president, who has been at J.P. Morgan since November 1999.
Prior to joining the portfolio management team, Mr. Cembalest was responsible
for sovereign debt analysis in the emerging markets group. From January 1998 to
June 1998, Mr. Cembalest was a portfolio manager at Morgan Stanley. Previously,
Mr. Dickson was the senior emerging markets debt strategist at Lehman Brothers.
From 1993 to 1997, Mr. Dickson served as a strategist with Chase Manhattan Bank.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

8 | J.P. MORGAN EMERGING MARKETS DEBT FUND
<PAGE>

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

PERFORMANCE (unaudited)

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

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

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and life of fund compare to those of the Emerging
Markets Bond Index Global. This is a broad-based unmanaged index which tracks
total return for U.S. dollar denominated emerging markets debt, including Brady
bonds, Eurobonds and loans. Previously, the fund's benchmark was the Emerging
Markets Bond Index Plus.

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

25.97

20%

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

(15.93)

(20%)
</TABLE>

[ ] J.P. Morgan Emerging Market Debt Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 14.16% (for the quarter ended 12/31/99) and the lowest quarterly
return was -21.73% (for the quarter ended 9/30/98).

Average annual total return (%) Shows performance over time, for period ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Emerging Market Debt Fund (after expenses) 25.97 3.46
- ------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Bond Index Global (no expenses) 24.19 6.41
- ------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Bond Index Plus (no expenses) 25.98 6.24
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

INVESTOR EXPENSES

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.70
Marketing (12b-1) fees none
Other expenses 1.81
- --------------------------------------------------------------------------------
Total operating expenses 2.51

Fee waiver and expense
reimbursement(4) 1.26
- --------------------------------------------------------------------------------
Net expenses(4) 1.25
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------

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
8/1/99 through 11/28/00 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 127 661 1,222 2,751
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 4/17/97 and returns reflect performance
of the fund from 4/30/97.

(2) The fund's fiscal year end is 7/31. Prior to 1999, the fund's fiscal year
end was 12/31.

(4) Reflects an agreement dated 7/30/99 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 1.25% of the fund's
average daily net assets through 11/28/00.

J.P. MORGAN EMERGING MARKETS DEBT FUND | 9
<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

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

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
tax-exempt funds will depend on the success of the investment process, which is
described on page 17.

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

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

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

10 | J.P. MORGAN TAX EXEMPT BOND FUND
<PAGE>

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

PERFORMANCE (unaudited)

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

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

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the Lehman
Brothers 1-16 Year Municipal Bond Index, the fund's current benchmark. Since
this index has not been in existence during all of the past ten years, the table
also shows the performance of the Lehman Quality Intermediate Municipal Bond
Index, the fund's previous benchmark. Both are unmanaged indices that measure
municipal bond market performance.

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

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- ------------------------------------------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20%

13.40

10.92
10%
9.58
7.47 7.42
6.87
5.47

3.54

0%
- ------------------------------------------------------------------------------------------------------------------------------------
(0.88)

(2.70)

(10%)
</TABLE>

[ ] J.P. Morgan Tax Exempt Bond Fund

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

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.(1)
<S> <C> <C> <C>
J.P. Morgan Tax Exempt Bond Fund (after expenses) (0.88) 5.69 6.00
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 6.32 N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Quality Intermediate Municipal Bond Index (no expenses) 0.30 6.25 6.60
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

INVESTOR EXPENSES

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.38
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 0.68
- --------------------------------------------------------------------------------

Expense example
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 69 218 379 847
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/12/93. For the period 1/1/90 through
7/31/93 returns reflect performance of The Pierpont Tax Exempt Bond Fund,
the predecessor of the fund.

(2) The fund's fiscal year end is 7/31. Prior to 1999, the fund's fiscal year
end was 8/31.

J.P. MORGAN TAX EXEMPT BOND FUND | 11
<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

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

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 17. Because most of the fund's investments will typically
be from issuers in the State of New York, its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, since these bonds are more sensitive to economic news
and their issuers have a less secure financial condition.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

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

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

PERFORMANCE (unaudited)

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

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

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

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

13.03

10%
7.41
5.39
3.96

0%
- ------------------------------------------------------------------------------------------------------------------------------------
(0.84)

(10%)
</TABLE>

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

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 4.80% (for the quarter ended 3/31/95) and the
lowest quarterly return was -1.83% (for the quarter ended 6/30/99).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan New York Tax Exempt Bond Fund (after expenses) (0.84) 5.06
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 5.95
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

INVESTOR EXPENSES

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.48
- --------------------------------------------------------------------------------
Total operating expenses 0.78

Fee waiver and expense
reimbursement(4) 0.08
- --------------------------------------------------------------------------------
Net expenses(4) 0.70
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------

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
8/1/99 through 11/28/00 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 72 241 425 959
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 4/11/94 and returns reflect performance
of the fund from 4/30/94.

(2) The fund's fiscal year end is 7/31. Prior to 1999, the fund's fiscal year
end was 3/31.

(3) The fund has a master/feeder structure as described on page 21. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year, expressed as a percentage of average net assets.

(4) Reflects an agreement dated 7/30/99 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 0.70% of the fund's
average daily net assets through 11/28/00.

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

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 22-25.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

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

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 17. Because most of the fund's investments will typically
be from issuers in the State of California, its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, because these bonds are more sensitive to economic
news and their issuers have a less secure financial condition.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

14 | J.P. MORGAN CALIFORNIA BOND FUND
<PAGE>

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

PERFORMANCE (unaudited)

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

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 3 calendar years.

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

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

7.61

5.48
5%

0%
- ------------------------------------------------------------------------------------------------------------------------------------
(0.78)

(10%)
</TABLE>

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

For the period covered by this total return chart, the fund's highest quarterly
return was 3.46% (for the quarter ended 9/30/98) and the lowest quarterly return
was -2.02% (for the quarter ended 6/30/99).

Average annual total return (%) Shows performance over time, for period ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan California Bond Fund: Select Shares (a separate class of shares) (after expenses) (0.78) 4.04
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 4.66
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

INVESTOR EXPENSES

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses(4) 0.57
- --------------------------------------------------------------------------------
Total annual fund
operating expenses(4) 0.87
- --------------------------------------------------------------------------------

Expense example
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.

Your cost($) 89 278 482 1,073
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 4/21/97 and returns reflect the
performance of the fund from 5/1/97 forward. For the period 1/1/97 through
4/30/97, returns reflect the performance of J.P. Morgan California Bond Fund:
Institutional Shares (a separate class of shares). Performance during this
period reflects operating expenses which are lower than
those of the fund. Accordingly, performance returns for the fund would have been
lower if an investment had been made in the fund during the same time period.

(2) The fund's fiscal year end is 4/30.

(3) This table shows expenses for the past fiscal year before reimbursement,
expressed as a percentage of average net assets.

(4) After reimbursement, other expenses and total operating expenses are 0.35%
and 0.65%, respectively. This reimbursement arrangement can be changed or
terminated at any time at the option of J.P. Morgan.

J.P. MORGAN CALIFORNIA BOND FUND | 15
<PAGE>

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

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 380 analysts and portfolio managers
around the world and has approximately $349 billion in assets under management,
including assets managed by the funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN FIXED INCOME FUNDS

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

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

THE SPECTRUM OF FIXED INCOME FUNDS

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

o the types of securities they hold

o the tax status of the income they offer

o the relative emphasis on current income versus total return

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

The funds are designed for investors who:

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

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

o want an investment that pays monthly dividends

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

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

The funds are not designed for investors who:

o are investing for aggressive long-term growth

o require stability of principal

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

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

Potential risk and return

[The following table was represented as an x-y chart in the printed material.]

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

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

16 | FIXED INCOME MANAGEMENT APPROACH
<PAGE>

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

FIXED INCOME INVESTMENT PROCESS

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

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

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

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

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

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

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

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

FIXED INCOME MANAGEMENT APPROACH | 17
<PAGE>

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

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

INVESTING THROUGH A FINANCIAL PROFESSIONAL

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

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

INVESTING DIRECTLY

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

o 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 Transfer Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

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

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

By check

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

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

By exchange

o Call the Shareholder Services Agent to effect an exchange.

18 | YOUR INVESTMENT
<PAGE>

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

SELLING SHARES

By phone -- wire payment

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

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

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

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption In Kind

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

ACCOUNT AND TRANSACTION POLICIES

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

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

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. A fund has the right to suspend redemption of shares 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 1-800-521-5411

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

YOUR INVESTMENT | 19
<PAGE>

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

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

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

DIVIDENDS AND DISTRIBUTIONS

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

TAX CONSIDERATIONS

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

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

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

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

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

Income dividends from Ordinary income
all other funds

Short-term capital gains Ordinary income
distributions

Long-term capital gains Capital gains
distributions

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

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

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

20 | YOUR INVESTMENT
<PAGE>

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

BUSINESS STRUCTURE

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

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

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

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

MANAGEMENT AND ADMINISTRATION

J.P. Morgan, as co-administrator, oversees each fund's other service providers.

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

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

Short Term Bond 0.25%

Bond 0.30%

Global Strategic Income 0.45%

Emerging Markets Debt 0.70%

Tax Exempt Bond 0.30%

New York Tax Exempt Bond 0.30%

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

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

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

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

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

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

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

FUND DETAILS | 21
<PAGE>

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

RISK AND REWARD ELEMENTS

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

o Each fund's share price, o Bonds have generally o Under normal circumstances the funds plan to remain fully
yield, and total return will outperformed money market invested in bonds and other fixed income securities as noted in
fluctuate in response to investments over the long the table on pages 24-25
bond market movements term, with less risk than
stocks o The funds seek to limit risk and enhance total return or yields
o The value of most bonds will through careful management, sector allocation, individual
fall when interest rates o Most bonds will rise in 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 funds have the option of
credit quality, the more its investing up to 100% of assets in investment-grade short-term
value typically falls o Mortgage-backed and 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
a fund to take temporary mortgage-backed securities and mortgage prepayments
defensive positions that are
inconsistent with its
principal investment
strategies and may hinder a
fund from achieving its
investment objective

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

Credit quality

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

Foreign investments

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

Management choices

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

22 | FUND DETAILS
<PAGE>

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

o Derivatives such as futures, o Hedges that correlate well o The funds use derivatives, such as futures, options, swaps and
options, swaps and forward with underlying positions forward foreign currency contracts, for hedging and for risk
foreign currency contracts can reduce or eliminate management (i.e., to adjust duration or yield curve exposure,
that are used for hedging losses at low cost or to establish or adjust exposure to particular securities,
the portfolio or specific markets, or currencies); risk management may include management
securities may not fully o A fund could make money and of a fund's exposure relative to its benchmark; the Tax Exempt
offset the underlying protect against losses if Bond, New York Tax Exempt Bond and California Bond funds are
positions(1) and this could management's analysis proves permitted to enter into futures and options transactions,
result in losses to the fund correct however, these transactions result in taxable gains or losses
that would not have so it is expected that these funds will utilize them
otherwise occurred o Derivatives that involve infrequently; forward foreign currency contracts are not
leverage could generate permitted to be used by the Tax Exempt Bond, New York Tax
o Derivatives used for risk substantial gains at low Exempt Bond and California Bond funds
management may not have the cost
intended effects and may o The funds only establish hedges that they expect will be highly
result in losses or missed correlated with underlying positions
opportunities
o While the funds may use derivatives that incidentally involve
o The counterparty to a leverage, they do not use them for the specific purpose of
derivatives contract could leveraging their portfolios
default

o Certain types of derivatives
involve costs to the funds
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 the
may not be returned if the the borrower current value of securities loaned
borrower defaults
o The lending agents indemnify a fund against borrower default
o The collateral will be
subject to the risks of the o J.P. Morgan's collateral investment guidelines limit the
securities in which it is quality and duration of collateral investment to minimize
invested losses

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

Illiquid holdings

o A fund could have difficulty o These holdings may offer o No fund may invest more than 15% of net assets in illiquid
valuing these holdings more attractive yields or holdings
precisely potential growth than
comparable widely traded o To maintain adequate liquidity to meet redemptions, each fund
o A fund could be unable to securities may hold investment-grade short-term securities (including
sell these holdings at the repurchase agreements and reverse purchase agreements) and, for
time or price desired temporary or 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 a fund buys securities o A fund can take advantage of o Each fund uses segregated accounts to offset leverage risk
before issue or for delayed attractive transaction
delivery, it could be opportunities
exposed to leverage risk if
it does not use segregated
accounts

Short-term trading

o Increased trading would o A fund could realize gains o The funds may use short-term trading to take advantage of
raise a fund's transaction in a short period of time attractive or unexpected opportunities or to meet demands
costs generated by shareholder activity. The turnover rate for each
o A fund could protect against fund for its most recent fiscal year end is as follows: Short
o Increased short-term capital losses if a bond is Term Bond (398%), Bond (465%), Global Strategic Income (318%),
gains distributions would overvalued and its value Emerging Markets Debt, for the seven months ended 7/31/99
raise shareholders' income later falls (555%), Tax Exempt Bond, for the eleven months ended 7/31/99
tax liability (29%), New York Tax Exempt Bond, for the four months ended
7/31/99 (8%), and California Bond (40%).

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

FUND DETAILS | 23
<PAGE>

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

Investments

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

O Permitted (and if applicable, percentage limitation)
percentage of total assets - bold
percentage of net assets - italic
* Permitted, but not typically used
+ Permitted, but no current intention of use
- -- Not permitted

Global Emerging Tax New York
Short Term Strategic Markets Exempt Tax Exempt California
Principal Types of Risk Bond Bond Income Debt Bond Bond Bond
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Asset-backed securities credit, interest
Interests in a stream of rate, market,
payments from specific prepayment O O O * * * *
assets, such as auto or
credit card receivables.
- ------------------------------------------------------------------------------------------------------------------------------------
Bank obligations credit, currency,
Negotiable certificates liquidity, political
of deposit, time deposits O(1) O(1) O O * * *
and bankers' acceptances Domestic Domestic Domestic
of domestic and foreign Only Only Only
issuers.
- ------------------------------------------------------------------------------------------------------------------------------------
Commercial paper credit, currency,
Unsecured short term debt interest rate,
issued by domestic and liquidity, market,
foreign banks or political O(1) O(1) * * O O O
corporations. These
securities are usually
discounted and are rated
by S&P or Moody's.
- ------------------------------------------------------------------------------------------------------------------------------------
Convertible securities credit, currency,
Domestic and foreign debt interest rate,
securities that can be liquidity, market, O(1) O(1) * O -- -- --
converted into equity political, valuation
securities at a future
time and price.
- ------------------------------------------------------------------------------------------------------------------------------------
Corporate bonds Debt credit, currency,
securities of domestic interest rate,
and foreign industrial, liquidity, market, O(1) O(1) O O -- -- --
utility, banking, and political, valuation
other financial
institutions.
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgages (directly held) credit,
Domestic debt instrument environmental,
which gives the lender a extension, interest
lien on property as rate, liquidity, O O O + + + +
security for the loan market, natural
payment. event, political,
prepayment,
valuation
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage-backed credit, currency,
securities Domestic and extension, interest
foreign securities (such rate, leverage,
as Ginnie Maes, Freddie market, political,
Macs, Fannie Maes) which prepayment
represent interests in O(1) O(1) O * -- -- --
pools of mortgages,
whereby the principal and
interest paid every month
is passed through to the
holder of the securities.
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage dollar rolls The currency, extension,
purchase of domestic or interest rate,
foreign mortgage-backed leverage, liquidity,
securities with the market, political,
promise to purchase prepayment
similar securities upon O(1) O(1) O -- -- -- --
the maturity of the 33 1/3% 33 1/3% 33 1/3%
original security.
Segregated accounts are
used to offset leverage
risk.
- ------------------------------------------------------------------------------------------------------------------------------------
Participation interests credit, currency,
Interests that represent extension, interest
a share of domestic or rate, liquidity, O(1) O(1) O O -- -- --
foreign bank debt or political,
similar securities or prepayment
obligations.
- ------------------------------------------------------------------------------------------------------------------------------------
Private placements Bonds credit, interest
or other investments that rate, liquidity,
are sold directly to an market, valuation O O O O O O O
institutional investor.
- ------------------------------------------------------------------------------------------------------------------------------------
REITs and other credit, interest
real-estate related rate, liquidity,
instruments Securities of market, natural O O O -- -- -- --
issuers that invest in event, prepayment,
real estate or are valuation
secured by real estate.
- ------------------------------------------------------------------------------------------------------------------------------------
Repurchase agreements credit
Contracts whereby the
fund agrees to purchase a
security and resell it to O O O O * * *
the seller on a
particular date and at a
specific price.
- ------------------------------------------------------------------------------------------------------------------------------------
Reverse repurchase credit
agreements Contracts
whereby the fund sells a
security and agrees to O(3) O(3) O(3) O(3) *(3) *(3) *(3)
repurchase it from the
buyer on a particular
date and at a specific
price. Considered a form
of borrowing.
- ------------------------------------------------------------------------------------------------------------------------------------
Sovereign debt, Brady credit, currency,
bonds, and debt of interest rate,
supranational market, political
organizations Dollar- or
non-dollar-denominated
securities issued by O(1) O(1) O O -- -- --
foreign governments or
supranational
organizations. Brady
bonds are issued in
connection with debt
restructurings.
- ------------------------------------------------------------------------------------------------------------------------------------
Swaps Contractual credit, currency,
agreement whereby a interest rate,
domestic or foreign party leverage, market,
agrees to exchange political O(1) O(1) O O O -- --
periodic payments with a
counterparty. Segregated
accounts are used to
offset leverage risk.
- ------------------------------------------------------------------------------------------------------------------------------------
Synthetic variable rate credit, interest
instruments Debt rate, leverage,
instruments whereby the liquidity, market
issuer agrees to exchange -- -- -- -- O O O
one security for another
in order to change the
maturity or quality of a
security in the fund.
- ------------------------------------------------------------------------------------------------------------------------------------
Tax exempt municipal credit, interest
securities Securities, rate, market,
generally issued as natural event,
general obligation and political
revenue bonds, whose * * -- -- O(2) O(2) O(2)
interest is exempt from
federal taxation and
state and/or local taxes
in the state where the
securities were issued.
- ------------------------------------------------------------------------------------------------------------------------------------
U.S. government interest rate
securities Debt
instruments (Treasury
bills, notes, and bonds) O O O O O O O
guaranteed by the U.S.
government for the timely
payment of principal and
interest.
- ------------------------------------------------------------------------------------------------------------------------------------
Zero coupon, pay-in-kind, credit, currency,
and deferred payment interest rate,
securities Domestic and liquidity, market,
foreign securities political, valuation
offering non-cash or
delayed-cash payment. O(1) O(1) O O O O O
Their prices are
typically more volatile
than those of some other
debt instruments and
involve certain special
tax considerations.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(2) At least 65% of the California Bond Fund's assets must be in California
municipal securities, at least 65% of the New York Tax Exempt Bond Fund's
assets must be in New York municipal securities, and at least 80% of the
New York Tax Exempt and Tax Exempt Bond Funds' assets must be in tax
exempt securities.

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

24 & 25 | FUND DETAILS
<PAGE>

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

FINANCIAL HIGHLIGHTS

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

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

J.P. MORGAN SHORT TERM BOND FUND

Per-share data For fiscal years ended October 31
- ------------------------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ($) 9.60 9.84 9.86 9.85 9.98
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.57 0.53 0.58 0.56 0.57
Net realized and unrealized gain (loss)
on investment ($) 0.24 0.02 (0.01) 0.13 (0.31)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.81 0.55 0.57 0.69 0.26
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.57) (0.53) (0.58) (0.56) (0.51)
Net realized gain ($) -- -- -- -- (0.05)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.57) (0.53) (0.58) (0.56) (0.56)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) 9.84 9.86 9.85 9.98 9.68
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 8.70 5.77 5.98 7.24 2.70
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year ($ thousands) 10,330 8,207 14,519 30,984 38,714
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.67 0.62 0.50 0.50 0.57
---------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 5.88 5.42 5.94 5.66 5.24
---------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.48 1.61 1.38 0.98 0.80
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Not annualized.
(2) Annualized.

26 | FUND DETAILS
<PAGE>

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

J.P. MORGAN BOND FUND

Per-share data For fiscal years ended October 31
- ------------------------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ($) 9.64 10.41 10.30 10.42 10.59
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.64 0.62 0.66 0.65 0.58
Net realized and unrealized gain (loss)
on investment ($) 0.77 (0.11) 0.18 0.17 (0.60)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.41 0.51 0.84 0.82 (0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.64) (0.62) (0.65) (0.65) (0.59)
Net realized gain ($) -- -- (0.07) -- (0.11)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.64) (0.62) (0.72) (0.65) (0.70)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) 10.41 10.30 10.42 10.59 9.87
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 15.10 5.13 8.58 8.06 (0.23)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year ($ thousands) 143,004 149,207 169,233 216,285 234,874
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.69 0.66 0.68 0.66 0.69
---------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 6.40 6.08 6.41 6.14 5.72
---------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.69 0.66 0.68 0.66 0.69
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Not annualized.
(2) Annualized.

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

J.P. MORGAN GLOBAL STRATEGIC INCOME FUND

(1) The fund commenced operations on 11/5/97.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 27
<PAGE>

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

J.P. MORGAN EMERGING MARKETS DEBT FUND

For the seven
months
Per-share data For periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
12/31/97(1) 12/31/98 7/31/99
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 9.76 7.30
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.58 1.15 0.49
Net realized and unrealized loss
on investment ($) (0.05) (2.64) 0.02
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.53 (1.49) 0.51
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.58) (0.81) (0.52)
Excess of net investment income ($) (0.02) (0.16) --
Net realized gain ($) (0.17) .-- --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.77) (0.97) (0.52)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 9.76 7.30 7.29
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 5.47(2) (15.93) 7.27(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 11,978 19,313 26,216
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 1.25(3) 1.25 1.25(3)
---------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 9.71(3) 10.05 12.28(3)
---------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 2.40(3) 2.09 2.51(3)
---------------------------------------------------------------------------------------------------------------------------------
Interest Expense -- -- 0.02(3)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

J.P. MORGAN TAX EXEMPT BOND FUND

<TABLE>
<CAPTION>
For the 11
months
Per-share data For periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
8/31/94 8/31/95 8/31/96 8/31/97 8/31/98 7/31/99
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 12.04 11.45 11.73 11.63 11.85 12.15
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.51 0.55 0.55 0.55 0.54 0.46
Net realized and unrealized gain (loss)
on investment ($) (0.35) 0.29 (0.08) 0.24 0.30 (0.36)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.16 0.84 0.47 0.79 0.84 0.10
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.51) (0.55) (0.55) (0.55) (0.54) 0.46
Net realized gain ($) (0.24) (0.01) (0.02) (0.02) (0.00)(1) (0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.75) (0.56) (0.57) (0.57) (0.54) (0.48)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 11.45 11.73 11.63 11.85 12.15 11.77
- ------------------------------------------------------------------------------------------------------------------------------------

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

28 | FUND DETAILS
<PAGE>

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

J.P. MORGAN NEW YORK TAX EXEMPT BOND FUND

<TABLE>
<CAPTION>
For the four
months
Per-share data For periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
3/31/95(1) 3/31/96 3/31/97 3/31/98 3/31/99 7/31/99
Net asset value, beginning of period ($) 10.00 10.11 10.34 10.28 10.62 10.66
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.40 0.46 0.46 0.46 0.42 0.13
Net realized and unrealized gain (loss)
on investment ($) 0.11 0.26 (0.03) 0.40 0.14 (0.28)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.51 0.72 0.43 0.86 0.56 (0.15)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.40) (0.46) (0.46) (0.46) (0.42) (0.13)
Net realized gain ($) -- (0.03) (0.03) (0.06) (0.10) (0.03)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.40) (0.49) (0.49) (0.52) (0.52) (0.16)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 10.11 10.34 10.28 10.62 10.66 10.35
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 5.26(2) 7.16 4.19 8.49 5.39 (1.41)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 38,137 50,523 56,198 85,161 119,152 115,690
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.75(3) 0.75 0.75 0.71 0.70 0.70(3)
---------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 4.31(3) 4.43 4.44 4.33 3.95 3.82(3)
---------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.97(3) 0.79 0.81 0.77 0.74 0.78(3)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

J.P. MORGAN CALIFORNIA BOND FUND-SELECT SHARES

For the six
months
Per-share data For fiscal periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
4/30/97(1) 4/30/98 4/30/99 10/31/99
(unaudited)
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 10.04 10.35 10.57
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.01 0.41 0.40 0.20
Net realized and unrealized gain (loss)
on investment ($) 0.04 0.31 0.26 (0.39)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.05 0.72 0.66 (0.19)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.01) (0.41) (0.40) (0.20)
Net realized gain ($) -- -- (0.04) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.01) (0.41) (0.44) (0.20)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 10.04 10.35 10.57 10.18
- ------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 0.51(2) 7.20 6.43 (1.84)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 302 5,811 17,391 15,209
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.62(3) 0.65 0.65 0.65(3)
---------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 4.52(3) 3.94 3.76 3.76(3)
---------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.17(3) 1.00 0.87 0.83(3)
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 40 44 40 0.54
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

FUND DETAILS | 29
<PAGE>

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

FOR MORE INFORMATION

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

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

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

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

Telephone: 1-800-521-5411

Hearing impaired: 1-888-468-4015

Email: [email protected]

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

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

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

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
FIXED INCOME FUNDS

Short Term Bond Fund
Bond Fund
Global Strategic Income Fund
Tax Exempt Bond Fund
New York Tax Exempt Bond Fund
California Bond Fund

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

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

Distributed by Funds Distributor, Inc. JPMorgan

<PAGE>

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

<PAGE>

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

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

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

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

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

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

19 | More about risk and the funds' business operations

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

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

<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

Principal Risks

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $53 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

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

<PAGE>

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

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

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 6 calendar years.

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

Year-by-year total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999

20%

10.80
10%

7.04
6.40
5.10

3.21

0.36
0%
- --------------------------------------------------------------------------------

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

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

Average annual total return Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Life of fund(1)
<S> <C> <C> <C>
J.P. Morgan Institutional Short Term Bond Fund (after expenses) 3.21 6.48 5.30
- ------------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch 1-3 Year Treasury Index (no expenses) 3.06 6.51 5.42
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) %
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.25
Marketing (12b-1) fees none
Other expenses 0.26
- --------------------------------------------------------------------------------
Total operating expenses 0.51

Fee waiver and expense
reimbursement(4) 0.21
- --------------------------------------------------------------------------------
Net expenses(4) 0.30

Expense example (4)
- --------------------------------------------------------------------------------
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. 5 yrs. 10 yrs.
Your cost($) 31 142 264 620
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 9/13/93. For the period 7/31/93 through
9/30/93, life of fund returns reflect performance of the Pierpont Short
Term Bond Fund.

(2) The fund's fiscal year end is 10/31.

(3) The fund has a master/feeder structure as described on page 19. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year, expressed as a percentage of average net assets.

(4) Reflects an agreement dated 7/30/99 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 0.30% of the fund's
average daily net assets through 2/28/01. Actual net expenses for the
fiscal year ended 10/31/99 were 0.29% of the fund's average daily net
assets.

J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND | 3
<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

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

Principal Risks

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $29 billion using similar
strategies as the fund.

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

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

4 | J.P. MORGAN INSTITUTIONAL BOND FUND
<PAGE>

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

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

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

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

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

Year-by-year total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

20%

18.42

13.45

10.09
10%
9.98 9.29

7.54
6.53

3.30

0%
- --------------------------------------------------------------------------------
(0.55)

(2.68)

(10%)

[ ] J.P. Morgan Institutional Bond Fund

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

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.(1)
<S> <C> <C> <C>
J.P. Morgan Institutional Bond Fund (after expenses) (0.55) 7.41 7.37
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Smith Barney Investment Grade Bond Index (no expenses) (0.83) 7.74 7.05
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.21
- --------------------------------------------------------------------------------
Total operating expenses 0.51

Fee waiver and expense
reimbursement(4) 0.01
- --------------------------------------------------------------------------------
Net expenses(4) 0.50
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------

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
7/30/99 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. 5 yrs. 10 yrs.
Your cost($) 51 163 284 640
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/26/93. Returns for the period 1/1/90
through 7/31/93 reflect performance of The Pierpont Bond Fund, the fund's
predecessor, which commenced operations on 3/11/88.

(2) The fund's fiscal year end is 10/31.

(4) Reflects an agreement dated 7/30/99 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 INSTITUTIONAL BOND FUND | 5
<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

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

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

Principal Risks

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

Model Sector Allocation

[THE FOLLOWING WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIALS]

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

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

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

16% emerging markets
(range 0-25%)

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $3 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

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

<PAGE>

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

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

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

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

Total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1998 1999

10%

2.59 2.51

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

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

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

Average annual total return Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Institutional Global Strategic Income Fund (after expenses) 2.51 5.35
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index (no expenses) (0.83) 6.49
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.45
Marketing (12b-1) fees none
Other expenses 0.33
- --------------------------------------------------------------------------------
Total operating expenses 0.78

Fee waiver and expense
reimbursement(4) 0.13
- --------------------------------------------------------------------------------
Net expenses(4) 0.65

Expense example(4)
- --------------------------------------------------------------------------------
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
7/30/99 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. 5 yrs. 10 yrs.
Your cost($) 66 236 420 954
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 3/14/97 and performance is calculated as
of 3/31/97.

(2) The fund's fiscal year is 10/31.

(4) Reflects an agreement dated 7/30/99 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 0.65% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND | 7
<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

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

Principal Risks

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
Approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

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

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

8 | J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND
<PAGE>

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

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

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

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

20%

13.50
10.92
10%
9.58

7.47 7.58
6.87 5.65

3.71
0%
- --------------------------------------------------------------------------------
(0.75)

(2.53)

(10%)

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

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 5.16% (for the quarter ended 3/31/95); and the
lowest quarterly return was 3.05% (for the quarter ended 3/31/94).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.(1)
<S> <C> <C> <C>
J.P. Morgan Institutional Tax Exempt Bond Fund (after expenses) (0.75) 5.83 6.09
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 6.32 6.63
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Quality Intermediate Municipal Bond Index (no expenses) 0.30 6.25 7.79
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.23
- --------------------------------------------------------------------------------
Total operating expenses 0.53

Fee waiver and expense
reimbursement(4) 0.03
- --------------------------------------------------------------------------------
Net expenses(4) 0.50
- --------------------------------------------------------------------------------

Expense example (4)
- --------------------------------------------------------------------------------
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
8/1/99 through 11/28/00 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 51 167 293 662
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/12/93. For the period 1/1/90 through
7/31/93 returns reflect performance of The Pierpont Tax Exempt Bond Fund,
the predecessor of the fund, which commenced operations on 10/3/84.

(2) The fund's fiscal year end is 7/31. Prior to 1999, the fiscal year end was
8/31.

(4) Reflects an agreement dated 7/30/99 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 11/28/00.

J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND | 9
<PAGE>

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

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

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 15. Because most of the fund's investments will typically
be from issuers in the State of New York, its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, since these bonds are more sensitive to economic news
and their issuers have a less secure financial condition.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

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

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

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

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

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

Year-by-year total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1995 1996 1997 1998 1999

20%

13.28
10%

7.68
5.61
4.21

0%
- --------------------------------------------------------------------------------
(0.73)

(10%)

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

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 4.86% (for the quarter ended 3/31/95) and the
lowest quarterly return was -1.78%(for the quarter ended 6/30/99).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Institutional New York Tax Exempt Bond Fund (after expenses) (0.73) 5.30
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 5.95
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.29
- --------------------------------------------------------------------------------
Total operating expenses 0.59

Fee waiver and expense
reimbursement(4) 0.09
- --------------------------------------------------------------------------------
Net expenses(4) 0.50
- --------------------------------------------------------------------------------

Expense example
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
8/1/99 through 11/28/00 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 51 180 320 729
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 4/11/94, and returns reflect performance
of the fund from 4/30/94.

(2) The fund's fiscal year end is 7/31. Prior to 1999 the fiscal year end was
3/31.

(3) The fund has a master/feeder structure as described on page 19. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year expressed as a percentage of average net assets.

(4) Reflects an agreement dated 7/30/99 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 11/28/00.

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

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

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

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

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

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

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 15. Because most of the fund's investments will typically
be from issuers in the State of California, its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, because these bonds are more sensitive to economic
news and their issuers have a less secure financial condition.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

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

Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

12 | J.P. MORGAN INSTITUTIONAL CALIFORNIA BOND FUND
<PAGE>

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

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

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 3 calendar years.

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

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

Year-by-year total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1997 1998 1999

10%

7.72

5.60
5%

0%
- --------------------------------------------------------------------------------
(0.61)

(5%)

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

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 3.44%(for the quarter ended 9/30/98) and the lowest
quarterly return was -2.03% (for the quarter ended 6/30/99).

Average annual total return % Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan California Bond Fund:Institutional Shares (after expenses) (0.61) 4.18
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 4.66
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Annual fund operating expenses(3) %
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses4 0.42
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 40.72
- --------------------------------------------------------------------------------

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

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

(1) The fund commenced operations on 12/23/96, and returns reflect performance
of the fund from 12/31/96.

(2) The fund's fiscal year end is 4/30.

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

(4) After reimbursement, other expenses and total operating expenses are
0.20%and 0.50%, respectively. This reimbursement arrangement can be
changed or terminated at any time at the option of J.P. Morgan.

J.P. MORGAN INSTITUTIONAL CALIFORNIA BOND FUND | 13
<PAGE>

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

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 380 analysts and portfolio managers
around the world and approximately $349 billion in assets under management,
including assets managed by the funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN INSTITUTIONAL FIXED INCOME FUNDS

THE SPECTRUM OF FIXED INCOME FUNDS

o the types of securities they hold

o the tax status of the income they offer

o the relative emphasis on current income versus total return

- --------------------------------------------------------------------------------
Potential risk and return
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

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

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

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

The funds are designed for investors who:

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

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

o want an investment that pays monthly dividends

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

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

The funds are not designed for investors who:

o are investing for aggressive long-term growth

o require stability of principal

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

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

14 | FIXED INCOME MANAGEMENT APPROACH
<PAGE>

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

FIXED INCOME INVESTMENT PROCESS

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

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

[GRAPHIC OMITTED]

Each fund makes its portfolio decisions
as described earlier in this prospectus

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

FIXED INCOME MANAGEMENT APPROACH | 15
<PAGE>

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

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

INVESTING THROUGH A FINANCIAL PROFESSIONAL

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

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

INVESTING DIRECTLY

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

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

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

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

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

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:

By check

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

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

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

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

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

By check

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

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

By exchange

o Call the Shareholder Services Agent to effect an exchange.

16 | YOUR INVESTMENT
<PAGE>

SELLING SHARES

By phone -- wire payment

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

By phone-- check payment

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

In writing

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

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

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

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption In Kind

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

ACCOUNT AND TRANSACTION POLICIES

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

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

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

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

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

YOUR INVESTMENT | 17
<PAGE>

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

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.

DIVIDENDS AND DISTRIBUTIONS

TAX CONSIDERATIONS

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

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

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

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

Income dividends from Ordinary income
all other funds

Short-term capital gains Ordinary income
distributions

Long-term capital gains Capital gains
distributions

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

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

18 | YOUR INVESTMENT
<PAGE>

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

BUSINESS STRUCTURE

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

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

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

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

MANAGEMENT AND ADMINISTRATION

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

Advisory services Percentage of the master portfolio's average net
assets
Short Term Bond 0.25%
Bond 0.30%
Global Strategic Income 0.45%
Tax Exempt Bond 0.30%
New York Tax Exempt Bond 0.30%

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

Shareholder services 0.10% of each fund's average net assets

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

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

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

Shareholder services 0.10% of the fund's average net assets

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

FUND DETAILS | 19
<PAGE>

RISK AND REWARD ELEMENTS

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

o Each fund's share price, o Bonds have generally o Under normal circumstances
yield, and total return will outperformed money market the funds plan to remain
fluctuate in response to investments over the long fully invested in bonds and
bond market movements term, with less risk than other fixed income
stocks securities as noted in the
o The value of most bonds will table on pages 22-23
fall when interest rates o Most bonds will rise in
rise; the longer a bond's value when interest rates o The funds seek to limit risk
maturity and the lower its fall and enhance total return or
credit quality, the more its yields through careful
value typically falls o Mortgage-backed and management, sector
asset-backed securities can allocation, individual
o Adverse market conditions offer attractive returns securities selection, and
may from time to time cause duration management
a fund to take temporary
defensive positions that are o During severe market
inconsistent with its downturns, the funds have
principal investment the option of investing up
strategies and may hinder a to 100% of assets in
fund from achieving its investment-grade short-term
investment objective securities

o Mortgage-backed and o J.P. Morgan monitors
asset-backed securities interest rate trends, as
(securities representing an well as geographic and
interest in, or secured by, demographic information
a pool of mortgages or other related to mortgage-backed
assets such as receivables) securities and mortgage
could generate capital prepayments
losses or periods of low
yields if they are paid off
substantially earlier or
later than anticipated

Credit quality

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

Foreign investments

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

When-issued and delayed delivery
securities

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

20 | FUND DETAILS
<PAGE>

Management choices

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

Derivatives

o Derivatives such as futures, o Hedges that correlate well o The funds use derivatives,
options, swaps and forward with underlying positions such as futures, options,
foreign currency contracts can reduce or eliminate swaps and forward foreign
that are used for hedging losses at low cost currency contracts for
the portfolio or specific hedging and for risk
securities may not fully o A fund could make money and management (i.e., to adjust
offset the underlying protect against losses if duration or yield curve
positions(1) and this could management's analysis proves exposure, or to establish or
result in losses to the fund correct adjust exposure to
that would not have particular securities,
otherwise occurred o Derivatives that involve markets, or currencies);
leverage could generate risk management may include
o Derivatives used for risk substantial gains at low management of a fund's
management may not have the cost exposure relative to its
intended effects and may benchmark; the Tax Exempt
result in losses or missed Bond, New York Tax Exempt
opportunities Bond and California Bond
funds are permitted to enter
o The counterparty to a into futures and options
derivatives contract could transactions, however, these
default transactions result in
taxable gains or losses so
o Certain types of derivatives it is expected that these
involve costs to the funds funds will utilize them
which can reduce returns infrequently; forward
foreign currency contracts
o Derivatives that involve are not permitted to be used
leverage could magnify by the Tax Exempt Bond, New
losses York Tax Exempt Bond and
California Bond funds

o The funds only establish
hedges that they expect will
be highly correlated with
underlying positions

o While the funds may use
derivatives that
incidentally involve
leverage, they do not use
them for the specific
purpose of leveraging their
portfolios

Securities lending

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

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

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

Illiquid holdings

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

Short-term trading

o Increased trading would o A fund could realize gains o The funds may use short-term
raise a fund's transaction in a short period of time trading to take advantage of
costs attractive or unexpected
o A fund could protect against opportunities or to meet
o Increased short-term capital losses if a bond is demands generated by
gains distributions would overvalued and its value shareholder activity. The
raise shareholders' income later falls> turnover rate for each fund
tax liability for its most recent fiscal
year end is as follows:
Short Term Bond (398%), Bond
(465%), Global Strategic
Income (318%), Tax Exempt
Bond, for the eleven months
ended 7/31/99 (29%), New
York Tax Exempt Bond, for
the four months ended
7/31/99 (8%), and California
Bond (40%)
</TABLE>

FUND DETAILS | 21
<PAGE>

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

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

|X| Permitted (and if applicable, percentage limitation)
percentage of total assets - bold
percentage of net assets - italics
|_| Permitted, but not typically used
+ Permitted, but no current intention of use
++ Not permitted

<TABLE>
<CAPTION>
New
York
Short Global Tax Tax Cali-
Term Strategic Exempt Exempt fornia
Bond Bond Income Bond Bond Bond
<S> <C> <C> <C> <C> <C> <C> <C>

- ------------------------------- ----- ----- ------ ----- ----- -----
Asset-backed securities credit, interest rate, market, |X| |X| |X| |_| |_| |_|
Interests in a stream of prepayment
payments from specific assets,
such as auto or credit card
receivables.
- ------------------------------- ----- ----- ------ ----- ----- -----
Bank obligations Negotiable credit, currency, liquidity, |X|(1) |X|(1) |X| |_| |_| |_|
certificates of deposit, time political Domestic Domestic Domestic
deposits and bankers' Only Only Only
acceptances of domestic and
foreign issuers.
- ------------------------------- ----- ----- ------ ----- ----- -----
Commercial paper Unsecured credit, currency, interest rate, |X|(1) |X|(1) |_| |X| |X| |X|
short term debt issued by liquidity, market, political
domestic and foreign banks or
corporations. These securities
are usually discounted and are
rated by S&P or Moody's.
- ------------------------------- ----- ----- ------ ----- ----- -----
Convertible securities credit, currency, interest rate, |X|(1) |X|(1) |_| ++ ++ ++
Domestic and foreign debt liquidity, market, political,
securities that can be valuation
converted into equity
securities at a future time
and price.
- ------------------------------- ----- ----- ------ ----- ----- -----
Corporate bonds Debt credit, currency, interest rate, |X|(1) |X|(1) |X| ++ ++ ++
securities of domestic and liquidity, market, political,
foreign industrial, utility, valuation
banking, and other financial
institutions.
- ------------------------------- ----- ----- ------ ----- ----- -----
Mortgages (directly held) credit, environmental, extension, |X| |X| |X| + + +
Domestic debt instrument which interest rate, liquidity, market,
gives the lender a lien on natural event, political,
property as security for the prepayment, valuation
loan payment.
- ------------------------------- ----- ----- ------ ----- ----- -----
Mortgage-backed securities credit, currency, extension, |X|(1) |X|(1) |X| ++ ++ ++
Domestic and foreign interest rate, leverage, market,
securities (such as Ginnie political, prepayment
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 currency, extension, interest |X|(1) |X|(1) |X|(3) ++ ++ ++
purchase of domestic or rate, leverage, liquidity, market, (3) (3)
foreign mortgage-backed political, prepayment
securities with the promise to
purchase similar securities
upon the maturity of the
original security. Segregated
accounts are used to offset
leverage risk.
- ------------------------------- ----- ----- ------ ----- ----- -----
Participation interests credit, currency, extension, |X|(1) |X|(1) |X| ++ ++ ++
Interests that represent a interest rate, liquidity,
share of domestic or foreign political, prepayment
bank debt or similar
securities or obligations.
- ------------------------------- ----- ----- ------ ----- ----- -----
Private placements Bonds or credit, interest rate, liquidity, |X| |X| |X| |X| |X| |X|
other investments that are market, valuation
sold directly to an
institutional investor.
- ------------------------------- ----- ----- ------ ----- ----- -----
REITs and other real-estate credit, interest rate, liquidity, |X| |X| |X| ++ ++ ++
related instruments Securities market, natural event, prepayment,
of issuers that invest in real valuation
estate or are secured by real
estate.
- ------------------------------- ----- ----- ------ ----- ----- -----
Repurchase agreements credit |X| |X| |X| |_| |_| |_|
Contracts whereby the fund
agrees to purchase a security
and resell it to the seller on
a particular date and at a
specific price.
- ------------------------------- ----- ----- ------ ----- ----- -----
Reverse repurchase agreements credit |X|(3) |X|(3) |X|(3) |_|(3) |_|(3) |_|(3)
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, credit, currency, interest rate, |X|(1) |X|(1) |X| ++ ++ ++
and debt of supranational market, political
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 credit, currency, interest rate, |X|(1) |X|(1) |X| |X| ++ ++
whereby a domestic or foreign leverage, market, political
party agrees to exchange
periodic payments with a
counterparty. Segregated
accounts are used to offset
leverage risk.
- ------------------------------- ----- ----- ------ ----- ----- -----
Synthetic variable rate credit, interest rate, leverage, ++ ++ ++ |X| |X| |X|
instruments Debt instruments liquidity, market
whereby the issuer agrees to
exchange one security for
another in order to change the
maturity or quality of a
security in the fund.
- ------------------------------- ----- ----- ------ ----- ----- -----
Tax exempt municipal credit, interest rate, market, |_| |_| ++ |X|(2) |X|(2) |X|(2)
securities Securities, natural event, political
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 interest rate |X| |X| |X| |X| |X| |X|
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 credit, currency, interest rate, |X|(1) |X|(1) |X| |X| |X| |X|
deferred payment securities liquidity, market, political,
Domestic and foreign valuation
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.
</TABLE>

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