JPM INSTITUTIONAL FUNDS
N-30D, 1996-09-06
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<PAGE>

LETTER TO THE SHAREHOLDERS OF THE JPM INSTITUTIONAL ASIA GROWTH FUND

August 15, 1996

Dear Shareholder:

Thank you for investing in The JPM Institutional Asia Growth Fund. If you are a
first-time investor in The JPM Institutional Funds, let me take this opportunity
to welcome you to our shareholder family. Let me also express the hope that you
will explore additional JPM Institutional Funds as a way to diversify your
investment portfolio and gain broad exposure to financial opportunities in
domestic and international markets.

In the months ahead, we will be sending you detailed reports on the Fund's
performance and its strategies as it pursues its investment objective. The
Fund's objective is to satisfy the needs of long-term investors who wish to
diversify their portfolios through investment in an actively managed portfolio
of equity securities in Asian growth markets. The first of these reports covers
the period from the Fund's commencement of operations on February 29, 1996 to
June 30, 1996. Going forward, these reports will be provided to you on both a
semi-annual and an annual basis.

To introduce the in-depth reporting you deserve, we have included a portfolio
manager Q&A with Yuen-Peng Mok, a member of the Fund's portfolio management
team. It should be noted that this interview pertains to The Asia Growth
Portfolio, a separate investment company in which the Fund invests all of its
assets. The performance of the Fund is directly related to the performance of
the Portfolio.

We welcome your comments and questions as well as any suggestions on how we can
improve your financial reports. Please call J.P. Morgan Funds Services, toll
free, at (800) 766-7722.
Sincerely yours,

/s/ Evelyn E. Guernsey
Evelyn E. Guernsey
J.P. Morgan Funds Services

- ------------------------------------------------------------------------------
     TABLE OF CONTENTS
     LETTER TO THE SHAREHOLDERS....1    FUND FACTS AND HIGHLIGHTS.....6
     PORTFOLIO MANAGER Q&A.........2    FINANCIAL STATEMENTS..........9
- ------------------------------------------------------------------------------


1

<PAGE>

PORTFOLIO MANAGER Q&A

[PHOTO]

Following is an interview with YUEN-PENG MOK, who is a member of the portfolio
management team for The Asia Growth Portfolio in which the Fund invests. Prior
to joining Morgan's investment management group in 1990, Yuen-Peng served as
head of the firm's Singapore office Corporate Finance group, undertaking major
financial advisory assignments in the region. She holds a B.Acc. (Honors) in
accounting from the University of Singapore and is a Chartered Financial
Analyst. This interview was conducted on August 1, 1996 and reflects Yuen-Peng's
views on that date.

ASIA'S GROWTH MARKETS PROVIDED DOUBLE-DIGIT RETURNS IN THE FIRST HALF OF 1996.
IN YOUR VIEW, HOW MUCH OF THIS IMPRESSIVE PERFORMANCE MAY BE ATTRIBUTED TO
INCREASED PARTICIPATION OF U.S. INVESTORS IN THE MARKETS, AND WHAT OTHER FACTORS
WERE INVOLVED?

YPM:  The principal reason for the rise in Asia's growth markets during the
period under review was the cuts in short-term U.S. interest rates implemented
by the Federal Reserve in December 1995 and again in January of this year. As
many Asian currencies are closely linked to the U.S. dollar, movements in U.S.
interest rates typically have a direct impact on domestic rates in the Far East.
Since Asian growth equities had lagged those in the U.S. during 1995, there was
an increase in U.S. investor interest when Asian growth markets began to heat up
during the first half of 1996. Needless to say, increased levels of U.S.
investment provided additional fuel for the performance of Asian markets.

THE PORTFOLIO'S PERFORMANCE TRAILED THE ASIA GROWTH BENCHMARK* BY LESS THAN 1%
DURING THE PERIOD UNDER REVIEW. WHICH FACTORS DO YOU THINK WERE RESPONSIBLE FOR
HOLDING BACK THE PORTFOLIO'S OVERALL RELATIVE PERFORMANCE?

YPM:  Country allocation was the main detractor from overall performance during
the first half of 1996. The Portfolio was aggressively positioned in Korea and
Thailand. Both markets performed poorly because they were plagued by negative
political and economic developments. In Korea, the secret slush fund of
previous presidents threatened the current administration, while general
elections in Thailand led to the formation of a weak political
coalition.Thailand also scaled back forecasts for economic and trade growth,
which contributed to a further selloff of equities.

* IT IS IMPORTANT TO NOTE THAT THE FUND'S BENCHMARK IS AN UNMANAGED INDEX 
WHOSE PERFORMANCE DOES NOT INCLUDE FEES OR OPERATING EXPENSES AND WHICH IS 
NOT AVAILABLE TO INDIVIDUAL AND/OR INSTITUTIONAL INVESTORS. THE BENCHMARK IS 
A HYBRID OF THE IFC AND MSCI INDICES. IFC: 5% CHINA, INDONESIA, THE 
PHILIPPINES, KOREA AND TAIWAN, 20% MALAYSIA, 12% THAILAND; MSCI: 
32% HONG KONG, 11% SINGAPORE.

                                                                               2

<PAGE>

  The Portfolio's aggressive market exposure in Taiwan served to add value,
while stock selections undermined overall performance. Offshore premiums, which
are imbedded in the valuations of instruments in which the Portfolio
participates, contracted ahead of a further increase in foreign ownership limits
for Taiwanese equities. Further, the anticipated liberalization of foreign
equity ownership in Korea had a similar impact on the Portfolio's stock
selections in that market. On the other hand, the Portfolio posted positive
stock selection results for the period in China, Malaysia, Singapore and
Thailand.

ACCOUNTING FOR NEARLY ONE-THIRD OF ITS TOTAL ALLOCATION, HONG KONG REPRESENTS
THE BENCHMARK'S LARGEST COUNTRY EXPOSURE. HOW SUCCESSFUL WAS THE PORTFOLIO'S
DECISION TO TRACK THE BENCHMARK WEIGHTING OF THIS MARKET FOR THE PERIOD, AND
WHICH OF THE PORTFOLIO'S HONG KONG HOLDINGS WERE MOST BENEFICIAL FOR OVERALL
RETURNS?

YPM:  Hong Kong rose 12.7% in U.S. dollar terms during the first six months of
1996. Our decision to move the Portfolio from neutrally weighted to slightly
overweighted in this market served to enhance overall performance. Holdings that
were most beneficial to overall returns during the period include HENDERSON LAND
(real estate sector, up 24.5%), CITIC PACIFIC (multi-industry, up 18.3%), CHEUNG
KONG (real estate-based conglomerate, up 18.4%) and SUN HUNG KAI PROPERTIES
(real estate, up 23.7%).

MORGAN'S PROPRIETARY RESEARCH AIMS TO IDENTIFY "INEXPENSIVE" STOCKS THAT WILL
EVENTUALLY APPRECIATE TO REACH THEIR FUNDAMENTAL VALUE. YOU'VE JUST DESCRIBED
SOME OF THE PORTFOLIO'S HONG KONG HOLDINGS THAT PERFORMED WELL, COULD YOU
MENTION ONE THAT HAS YET TO MEET OUR PERFORMANCE EXPECTATIONS?

YPM:  One example of an undervalued stock whose stock price did not meet our
price performance expectation in the first half was HSBC HOLDINGS in Hong Kong.
The company's stock price was flat at $117 Hong Kong dollars during the first
six months of 1996. Subsequently, however, the report of a 32% rise in interim
net profit has lifted the share price sharply.  We believe that the stock is
still undervalued at current levels, and that it should continue to outperform
the market.

WHAT EFFECT DO YOU BELIEVE HONG KONG'S UPCOMING REUNIFICATION WITH CHINA IS
LIKELY TO HAVE ON REGIONAL MARKETS, AND ARE WE EXPECTING TO SEE BETTER RELATIONS
BETWEEN CHINA AND TAIWAN, WHICH MIGHT HELP THE PERFORMANCE OF TAIWANESE STOCKS?

YPM:  We view the reunification of Hong Kong with China in a positive light as
the actual event will remove uncertainties of "waiting" for it to happen. We
believe the "business as usual"  scenario that is likely to take place following
the handover of Hong Kong should improve investors' confidence in Hong Kong and
in the region as a whole. A benign China bent on capitalist market reforms
should be positive for Asia. The Chinese Government is keen to make the handover
a success because it has strategic significance for a peaceful reunification
process with Taiwan in the future.

3

<PAGE>

  On the question of Taiwan, China stopped missile tests immediately after the
island nation's March presidential elections, and preliminary discussions have
begun between the two countries on cross-straits shipping and air links.
President Lee Teng Hui of Taiwan has also expressed a willingness to visit
Beijing if he is invited by the Chinese government. The warming of cross-straits
relations has already translated into an improvement in consumer confidence,
with the Taiwan market rising 22% during the second quarter of 1996 alone.

THE COMBINATION OF MALAYSIA AND SINGAPORE ALSO MAKES UP ROUGHLY ONE-THIRD OF THE
BENCHMARK'S TOTAL COUNTRY EXPOSURE. WE KNOW THAT PROPOSED PROPERTY GAINS TAXES
PLAYED AN IMPORTANT ROLE IN SINGAPORE'S RECENT STOCK PRICE DECLINE AND THAT A
"WAIT-AND-SEE" ATTITUDE HAS BECOME PERVASIVE AMONG INVESTORS IN MALAYSIA AMID
SIGNS THAT DOMESTIC INTEREST RATES MIGHT HEAD HIGHER WHILE THE COUNTRY'S
EXTERNAL TRADE ACCOUNT MIGHT BEGIN TO DETERIORATE. WHAT WAS THE PORTFOLIO'S
STRATEGY FOR THESE MARKETS IN THE SIX MONTHS JUST PAST, AND HOW DO WE VIEW THEIR
LONG-TERM PERFORMANCE POTENTIAL?

YPM:  We anticipated corrective action in Singapore by the government, where
housing prices had more than doubled in the past two to three years. These
expectations were met when capital gains taxes were introduced in mid-May,
leading to a sharp drop in activity in the housing market, followed by a
downgrading of analysts' earnings expectations. Poor corporate earnings reports
for 1995 also confirmed that margins had already been under pressure from the
tight labor market, while a strong Singapore dollar hurt export competitiveness.
The Portfolio benefited from this retracement in valuations because it was
underweighted in Singapore throughout the first half of 1996.
  In Malaysia, the fact that the country's trade and current account balances
showed little sign of improvement, coupled with concerns that monetary policy
would require additional tightening, produced weakness in that country's equity
market. Longer term, both economies should benefit from the growing intra-
regional trade and continued direct investment by domestic investors.

THE PORTFOLIO'S AGGRESSIVE EXPOSURE TO KOREAN STOCKS HELD BACK OVERALL RETURNS
FOR THE PERIOD AS THAT MARKET UNDERPERFORMED IN THE WAKE OF A HIGH-PROFILE
POLITICAL SCANDAL AND DOWNSIZED EXPORT TARGETS. HOW DO YOU THINK KOREA'S
LIBERALIZATION OF FOREIGN OWNERSHIP RULES -- SCHEDULED DOUBLE-WEIGHTING IN THE
MSCI INDEX AND PROBABLE ADMISSION INTO THE ORGANIZATION FOR ECONOMIC COOPERATION
AND DEVELOPMENT (OECD) -- IS LIKELY TO AFFECT ITS LONG-TERM PERFORMANCE AND THE
PORTFOLIO'S INVESTMENT STRATEGY THERE?

YPM:  Viewed long term, the various measures noted above should have a positive
impact on Korean equities. Over the shorter term, however, loss of
competitiveness among Korean exporters arising from the yen's weakness, together
with a strained current account balance, may limit the appeal of this market
to foreign investors. The imminent increase of Korea's weighting in the MSCI
Index and Korea's admission into the OECD should be highly beneficial to
valuations as domestic interest rates should fall from prevailing high levels.

                                                                               4

<PAGE>

WHAT IMPACT DO YOU EXPECT JAPAN'S WEAKENING YEN WILL HAVE THROUGHOUT ASIA'S
EMERGING MARKETS?

YPM:  The sharp reversal of the yen over the past few quarters has already
affected Asian exporters. Cyclical, capital intensive, and technology
businesses, which compete directly with the Japanese, have seen some erosion of
their competitiveness. This is particularly evident in Taiwan and Korea, where
many firms have recently scaled back their plans for capacity increases. Yen
weakness also could lead to a modest deceleration in the rate of direct
investment from Japanese manufacturers over the longer term because they have
the option of expanding their production capacity in Japan instead of venturing
overseas. This trend will be mitigated as Japanese money managers increase their
asset allocations to non-yen investments. Finally countries that are among the
region's heaviest importers could benefit as lower "imported inflation" on
Japanese products helps to reduce prices of both capital and consumer goods.

VIEWED OVERALL, WHAT EXPECTATIONS DOES THE PORTFOLIO HAVE FOR ASIA'S EMERGING
MARKETS DURING THE SECOND HALF OF 1996?

YPM:  We expect that markets in emerging Asia will continue to take their cue
from the U.S. during the second half of 1996, particularly with regard to trends
observed in both interest rates and the currency ex-change rate between the U.S.
dollar and the yen. In our view, caution among investors is likely to be
maintained, although the recent selloff in markets seems likely to reinvigorate
investor interest into the region.
  We remain more positive on the "Greater China" markets -- namely China, Hong
Kong and Taiwan -- where the cyclical recovery of the Chinese economy is likely
to have the greatest impact. We expect South-east Asian equities to be
restrained by profit margin pressure. However, the economies' slowdown from
above-trend levels over the past few years will bring relief to investors on the
back of an improvement in trade and current account balances.

5

<PAGE>

FUND FACTS

INVESTMENT OBJECTIVE
The JPM Institutional Asia Growth Fund seeks to provide a high total return from
a portfolio of equity securities of companies in Asian growth markets. It is
designed for long-term investors who want access to the rapidly growing Asian
markets.

COMMENCEMENT OF OPERATIONS

2/29/96

NET ASSETS AS OF 6/30/96

$2,393,264

CAPITAL GAIN PAYABLE DATE (IF APPLICABLE)

12/27/96

EXPENSE RATIO
The Fund's annualized expense ratio of 1.25%, after redemption, covers
shareholders' expenses for custody, tax reporting, investment advisory and
shareholder services. The Fund is no-load and does not charge any sales,
redemption, or exchange fees. There are no additional charges for buying,
selling, or safekeeping Fund shares, or for wiring redemption proceeds from the
Fund.

FUND HIGHLIGHTS
ALL DATA AS OF JUNE 30, 1996

PORTFOLIO ALLOCATION
(AS A PERCENTAGE OF TOTAL INVESTMENTS AND CASH)

[PIE CHART]

HONG KONG           36.1%
MALAYSIA            16.8%
THAILAND            12.4%
SINGAPORE            9.0%
TAIWAN               6.9%
KOREA                6.6%
THE PHILLIPPINES     4.2%
INDONESIA            3.9%
CHINA                2.6%
CASH                 1.5%


LARGEST HOLDINGS    % OF TOTAL INVESTMENTS

CHEUNG KONG HOLDINGS LTD.
 (HONG KONG)                       3.7%
HONG KONG TELECOMMUNICATIONS LTD.
 (HONG KONG)                       3.1%
HUTCHISON WHAMPOA LTD.
 (HONG KONG)                       3.1%
SWIRE PACIFIC LTD.
 (HONG KONG)                       3.1%
SUN HUNG KAI PROPERTIES LTD.
 (HONG KONG)                       3.0%

6

<PAGE>

FUNDS DISTRIBUTOR, INC. IS THE DISTRIBUTOR FOR THE JPM INSTITUTIONAL ASIA GROWTH
FUND (THE "FUND"). SIGNATURE BROKER-DEALER SERVICES, INC. WAS THE FUND'S
DISTRIBUTOR PRIOR TO AUGUST 1, 1996.

MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("MORGAN") SERVES AS INVESTMENT
ADVISOR TO THE ASIA GROWTH PORTFOLIO (THE "PORTFOLIO") AND MAKES THE FUND
AVAILABLE SOLELY IN ITS CAPACITY AS SERVICES AGENT FOR CUSTOMERS. INVESTMENTS IN
THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
MORGAN OR ANY OTHER BANK. SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENTAL AGENCY. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN
THE FUND CAN FLUCTUATE, SO AN INVESTOR'S SHARES WHEN REDEEMED MAY BE WORTH MORE
OR LESS THAN THEIR ORIGINAL COST.

The Fund invests all of its investable assets in the Portfolio, a separately
registered investment company which is not available to the public but only to
other collective investment vehicles such as the Fund. The Portfolio invests in
foreign securities which are subject to special risks.

FOR A DISCUSSION OF THESE RISKS AND MORE COMPLETE INFORMATION ABOUT THE FUND OR
OTHER JPM INSTITUTIONAL FUNDS, INCLUDING MANAGEMENT FEES AND OTHER EXPENSES,
PROSPECTIVE INVESTORS SHOULD REFER TO THE PROSPECTUSES FOR THE FUNDS, WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING. YOU MAY OBTAIN ADDITIONAL COPIES OF
THE PROSPECTUSES FOR THE FUNDS BY CALLING J.P. MORGAN FUNDS SERVICES AT (800)
766-7722.

                                                                               7

<PAGE>

                   THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

8
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                               <C>
ASSETS
Investment in ("Portfolio"), at value                                             $2,396,138
Deferred Organization Expenses                                                        29,442
                                                                                  ----------
    Total Assets                                                                   2,425,580
                                                                                  ----------
 
LIABILITIES
Organization Expenses Payable                                                         25,088
Shareholder Servicing Fee Payable                                                        185
Administrative Services Fee Payable                                                       45
Administration Fee Payable                                                                23
Fund Services Fee Payable                                                                  6
Accrued Expenses                                                                       6,969
                                                                                  ----------
    Total Liabilities                                                                 32,316
                                                                                  ----------
 
NET ASSETS
Applicable to 236,438 Shares of Beneficial Interest Outstanding
  (par value $0.001, unlimited shares authorized)                                 $2,393,264
                                                                                  ----------
                                                                                  ----------
Net Asset Value, Offering and Redemption Price Per Share                          $    10.12
                                                                                  ----------
                                                                                  ----------
 
ANALYSIS OF NET ASSETS
Paid-in Capital                                                                   $2,379,575
Undistributed Net Investment Income                                                   10,749
Accumulated Net Realized Gain on Investment and Foreign Currency Transactions         14,263
Net Unrealized Depreciation of Investment and Foreign Currency Transactions          (11,323)
                                                                                  ----------
    Net Assets                                                                    $2,393,264
                                                                                  ----------
                                                                                  ----------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                               9
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD FEBRUARY 29, 1996 (COMMENCEMENT OF OPERATIONS) THROUGH JUNE 30,
1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                       <C>        <C>
INVESTMENT INCOME ALLOCATED FROM PORTFOLIO
Allocated Dividend Income (Net of $1,345 Foreign Withholding Tax)                    $  16,240
Allocated Interest Income                                                                1,343
Allocated Portfolio Expenses (Net of $158 Reimbursement)                                (6,754)
                                                                                     ---------
    Net Investment Income Allocated from Portfolio                                      10,829
 
FUND EXPENSES
Registration Fees                                                         $   7,354
Transfer Agent Fees                                                           7,287
Printing Expenses                                                             6,000
Professional Fees                                                             3,451
Amortization of Organization Expense                                          2,558
Shareholder Servicing Fee                                                       548
Administrative Services Fee                                                     135
Administration Fee                                                               71
Fund Services Fee                                                                28
Trustees' Fees and Expenses                                                      20
Miscellaneous                                                                   811
                                                                          ---------
    Total Fund Expenses                                                      28,263
Less: Reimbursement of Expenses                                             (28,183)
                                                                          ---------
 
NET FUND EXPENSES                                                                          (80)
                                                                                     ---------
NET INVESTMENT INCOME                                                                   10,749
NET REALIZED GAIN ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
  ALLOCATED FROM PORTFOLIO                                                              14,263
NET CHANGE IN UNREALIZED APPRECIATION OF INVESTMENT AND FOREIGN CURRENCY
  TRANSLATIONS ALLOCATED FROM PORTFOLIO                                                (11,323)
                                                                                     ---------
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                 $  13,689
                                                                                     ---------
                                                                                     ---------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
10
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 
                                                                             FOR THE PERIOD
                                                                              FEBRUARY 29,
                                                                                  1996
                                                                              (COMMENCEMENT
                                                                                   OF
                                                                               OPERATIONS)
                                                                                 THROUGH
                                                                              JUNE 30, 1996
                                                                               (UNAUDITED)
                                                                             ---------------
<S>                                                                          <C>
INCREASE IN NET ASSETS
 
FROM OPERATIONS
Net Investment Income                                                          $    10,749
Net Realized Gain on Investment and Foreign Currency Transactions Allocated
  from Portfolio                                                                    14,263
Net Change in Unrealized Appreciation of Investment and Foreign Currency
  Translations Allocated from Portfolio                                            (11,323)
                                                                             ---------------
    Net Increase in Net Assets Resulting from Operations                            13,689
                                                                             ---------------
 
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Proceeds from Shares of Beneficial Interest Sold                                 2,379,575
                                                                             ---------------
    Net Increase from Transactions in Shares of Beneficial Interest              2,379,575
                                                                             ---------------
    Total Increase in Net Assets                                                 2,393,264
                                                                             ---------------
 
NET ASSETS
End of Period (including undistributed net investment income of $10,749)       $ 2,393,264
                                                                             ---------------
                                                                             ---------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              11
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share outstanding throughout the period is as follows:
 
<TABLE>
<CAPTION>
 
                                                                             FOR THE PERIOD
                                                                            FEBRUARY 29, 1996
                                                                            (COMMENCEMENT OF
                                                                               OPERATIONS)
                                                                            THROUGH JUNE 30,
                                                                                  1996
                                                                               (UNAUDITED)
                                                                            -----------------
<S>                                                                         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                            $  $10.00
                                                                            -----------------
 
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                                                0.04
Net Realized and Unrealized Gain on Investment and Foreign Currency                  0.08
                                                                            -----------------
Total from Investment Operations                                                     0.12
                                                                            -----------------
 
NET ASSET VALUE, END OF PERIOD                                                  $  $10.12
                                                                            -----------------
                                                                            -----------------
Total Return                                                                         1.20%(a)
                                                                            -----------------
                                                                            -----------------
 
RATIOS AND SUPPLEMENTAL DATA
Net Assets at End of Period (in thousands)                                      $  $2,393
Ratios to Average Net Assets
  Expenses                                                                           1.25%(b)
  Net Investment Income                                                              1.95%(b)
  Decrease Reflected in Expense Ratio due to Expense Reimbursement                   1.25%(b)(c)
</TABLE>
 
- ------------------------
(a)Not annualized.
(b)Annualized.
(c)After consideration of certain state limitations.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
12
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The JPM Institutional Asia Growth Fund (the "Fund") is a separate series of The
JPM Institutional Funds, a Massachusetts business trust (the "Trust") which was
organized on November 4, 1992. The Trust is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Fund commenced operations on February 29, 1996.
 
The Fund invests all of its investable assets in The Asia Growth Portfolio (the
"Portfolio"), a diversified open-end management investment company having the
same investment objective as the Fund. The value of such investment included in
the Statement of Assets and Liabilities reflects the Fund's proportionate
interest in the net assets of the Portfolio (2% at June 30, 1996). The
performance of the Fund is directly affected by the performance of the
Portfolio. The financial statements of the Portfolio, including the Schedule of
Investments, are included elsewhere in this report and should be read in
conjunction with the Fund's financial statements.
 
The preparation of financial statements prepared in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual amounts
could differ from those estimates. The following is a summary of the significant
accounting policies of the Fund:
 
    a)Valuation of securities by the Portfolio is discussed in Note 1 of the
      Portfolio's Notes to Financial Statements which are included elsewhere in
      this report.
 
    b)The Fund records its share of net investment income, realized and
      unrealized gain and loss and adjusts its investment in the Portfolio each
      day. All the net investment income and realized and unrealized gain and
      loss of the Portfolio is allocated pro rata among the Fund and other
      investors in the Portfolio at the time of such determination.
 
    c)Distributions to shareholders of net investment income and net realized
      capital gain, if any, are declared and paid annually.
 
    d)The Fund incurred organization expenses in the amount of $32,000. These
      costs were deferred and are being amortized by the Fund on a straight-line
      basis over a five-year period from the commencement of operations.
 
    e)The Fund is treated as a separate entity for federal income tax purposes
      and intends to comply with the provisions of the Internal Revenue Code of
      1986, as amended, applicable to regulated investment companies and to
      distribute substantially all of its income, including net realized capital
      gain, if any, within the prescribed time periods. Accordingly, no
      provision for federal income or excise tax is necessary.
 
    f)Expenses incurred by the Trust with respect to any two or more funds in
      the Trust are allocated in proportion to the net assets of each fund in
      the Trust, except where allocations of direct expenses to each fund can
      otherwise be made fairly. Expenses directly attributable to a fund are
      charged to that fund.
 
                                                                              13
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
 
2.  TRANSACTIONS WITH AFFILIATES
 
    a)The Trust has retained Signature Broker-Dealer Services, Inc.
      ("Signature") to serve as administrator and distributor. Signature
      provides administrative services necessary for the operations of the Fund,
      furnishes office space and facilities required for conducting the business
      of the Fund and pays the compensation of the Fund's officers affiliated
      with Signature. The Administration Agreement provides for a fee to be paid
      to Signature equal to the Fund's proportionate share of a complex-wide fee
      based on the following annual schedule: 0.03% on the first $7 billion of
      the aggregate average daily net assets of the Portfolio and the other
      portfolios (the "Master Portfolios") in which series of the Trust, The
      Pierpont Funds or The JPM Advisor Funds invest and 0.01% on the aggregate
      average daily net assets of the Master Portfolios in excess of $7 billion.
      The portion of this charge payable by the Fund is determined by the
      proportionate share its net assets bear to the total net assets of the
      Trust, The Pierpont Funds, The JPM Advisor Funds and the Master
      Portfolios. For the period February 29, 1996 (commencement of operations)
      through June 30, 1996, such fees amounted to $71.
 
      Effective August 1, 1996, administrative functions provided by Signature
      will be provided by Funds Distributor Inc. ("FDI"), a registered
      broker-dealer, and by Morgan Guaranty Trust Company of New York
      ("Morgan"). FDI will also become the Fund's distributor. Under a
      Co-Administration Agreement between FDI and the Trust on behalf of the
      Fund, FDI's fees are to be paid by the Fund. (see Note 2b).
 
    b)The Trust, on behalf of the Fund, has an Administrative Services Agreement
      (the "Services Agreement") with Morgan under which Morgan is responsible
      for certain aspects of the administration and operation of the Fund. Under
      the Services Agreement, the Fund has agreed to pay Morgan a fee equal to
      its proportionate share of an annual complex-wide fee. This fee is
      calculated daily based on the aggregate average daily net assets of the
      Master Portfolios in accordance with the following annual schedule: 0.06%
      on the first $7 billion of the Master Portfolios' aggregate average daily
      net assets and 0.03% of the aggregate average daily net assets in excess
      of $7 billion. The portion of this charge payable by the Fund is
      determined by the proportionate share that the Fund's net assets bear to
      the net assets of the Trust, the Master Portfolios and other investors in
      the Master Portfolios for which Morgan provides similar services. For the
      period February 29, 1996 (commencement of operations) through June 30,
      1996, Morgan's fee for these services amounted to $135.
 
      Effective August 1, 1996, the Services Agreement will be amended such that
      the aggregate complex-wide fees to be paid by the Fund under both the
      amended Services Agreement and the Co-Administration Agreement (see Note
      2a) will be calculated daily based on the aggregate average daily net
      assets of the Master Portfolios in accordance with the following annual
      schedule: 0.09% on the first $7 billion of the Master Portfolios'
      aggregate average daily net assets and 0.04% of the aggregate average
      daily net assets in excess of $7 billion.
 
      In addition, Morgan has agreed to reimburse the Fund to the extent
      necessary to maintain the total operating expenses of the Fund, including
      the expenses allocated to the Fund from the Portfolio, at
 
14
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
      no more than 1.25% of the average daily net assets of the Fund through
      December 31, 1996. For the period February 29, 1996 (commencement of
      operations) through June 30, 1996, Morgan has agreed to reimburse the Fund
      $28,183 for expenses which exceeded this limit.
 
    c)The Trust, on behalf of the Fund, has a Shareholder Servicing Agreement
      with Morgan. The agreement provides for the Fund to pay Morgan a fee for
      these services which is computed daily and paid monthly at an annual rate
      of 0.10% of the average daily net assets of the Fund. For the period
      February 29, 1996 (commencement of operations) through June 30, 1996,
      Morgan's fee for these services amounted to $548.
 
    d)The Trust, on behalf of the Fund, has a Fund Services Agreement with
      Pierpont Group, Inc. ("Group") to assist the Trustees in exercising their
      overall supervisory responsibilities for the Trust's affairs. The Trustees
      of the Trust represent all the existing shareholders of Group. The Fund's
      allocated portion of Group's costs in performing its services amounted to
      $28 for the period February 29, 1996 (commencement of operations) through
      June 30, 1996.
 
    e)An aggregate annual fee of $65,000 is paid to each Trustee for serving as
      a Trustee of The Trust, The Pierpont Funds, and the Master Portfolios. The
      Trustees' Fees and Expenses shown in the financial statements represents
      the Fund's allocated portion of these total fees and expenses. The Trust's
      Chairman and Chief Executive Officer also serves as Chairman of Group and
      received compensation and employee benefits from Group in his role as
      Group's Chairman. The allocated portion of such compensation and benefits
      included in the Fund Services Fee shown in the financial statements was
      $4.
 
3.  TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
 
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest of one or more series.
Transactions in shares of beneficial interest of the Fund were as follows:
 
<TABLE>
<CAPTION>
                                                      FOR THE PERIOD FEBRUARY 29, 1996
                                                    (COMMENCEMENT OF OPERATIONS) THROUGH
                                                               JUNE 30, 1996
                                              ------------------------------------------------
<S>                                           <C>
Shares of beneficial interest sold                                  236,438
                                                                   --------
Net increase                                                        236,438
                                                                   --------
                                                                   --------
</TABLE>
 
                                                                              15
<PAGE>
The Asia Growth Portfolio
Semi-Annual Report June 30, 1996
(unaudited)
 
(The following pages should be read in conjunction
with The JPM Institutional Asia Growth Fund
Semi-Annual Financial Statements)
 
16
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
COMMON STOCK (92.8%)
CHINA (2.6%)
Huaneng Power International
  Inc. (ADR)
  (Telecommunication
  Services)+ ................       64,000  $  1,144,000
Shanghai Dajiang Co. Ltd.
  (Multi-Industry) ..........    1,487,100       780,727
Shanghai Haixin Shipping Co.
  (Transport & Services) ....    3,500,000       230,605
Shanghai Tyre and Rubber Co.
  Ltd. (Metals & Mining)+ ...    1,435,800       358,950
Shanghai Yaohua Pilkington
  Glass Co. Ltd. (Building
  Materials) .                     602,750       361,650
                                            ------------
                                               2,875,932
                                            ------------
 
HONG KONG (35.6%)
C.P. Pokphand Co.
  (Agriculture) .............      500,000       198,630
Cathay Pacific Airways
  (Airlines) ................      635,000     1,164,911
CDL Hotels International Ltd.
  (Restaurants & Hotels) ....      400,000       219,624
Cheung Kong Holdings Ltd.
  (Real Estate) .............      560,000     4,033,328
China Light and Power Co.
  Ltd.
  (Telecommunications) ......      370,000     1,677,797
Citic Pacific Ltd.
  (Multi-Industry) ..........      266,000     1,075,614
Dao Heng Bank Group Ltd.
  (Banking) .................       55,000       212,454
Dickson Concepts
  International Ltd.
  (Retail) ..................      300,000       383,696
Dong Fang Electrical
  Machinery Co. (Electrical
  Equipment) ................    1,884,000       472,186
Guangdon Electric Power
  (Electric) ................    1,000,000       639,493
Hang Seng Bank (Banking) ....      217,500     2,191,717
Henderson Land Development
  Company Ltd. (Real
  Estate) ...................      266,000     1,993,151
Hong Kong Electric Holdings
  Ltd. (Electric) ...........      525,000     1,600,670
Hong Kong Telecommunications
  Ltd.
  (Telecommunications) ......    1,922,000     3,451,428
 
<CAPTION>
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
</TABLE>
 
HONG KONG (CONTINUED)
 
<TABLE>
<S>                            <C>          <C>
HSBC Holdings PLC
  (Banking) .................      149,303  $  2,256,758
Hutchison Whampoa Ltd.
  (Multi-Industry) ..........      549,000     3,454,076
JCG Holdings Limited
  (Financial Services) ......      554,000       450,901
Johnson Electric Holdings
  Ltd. (Electronics) ........      451,000     1,013,810
Joyce Boutique Holdings
  (Retail) ..................      622,000       208,927
Luoyang Glass Co. Ltd.
  (Building Materials) ......    1,576,000       374,632
National Mutual Asia Ltd.
  (Insurance) ...............      220,000       193,269
New World Development Co.
  Ltd. (Real Estate) ........      300,000     1,391,382
Shangri-La Asia Ltd.
  (Restaurants & Hotels) ....      170,000       238,292
Sing Tao Holdings
  (Broadcasting &
  Publishing) ...............      672,000       397,183
Sun Hung Kai Properties Ltd.
  (Real Estate) .............      327,000     3,305,694
Swire Pacific Ltd., Class A
  (Multi-Industry) ..........      402,500     3,444,946
Television Broadcast Ltd.
  (Entertainment, Leisure &
  Media) ....................      186,000       698,055
Tingyi (Cayman Islands)
  Holding Co. (Food,
  Beverages & Tobacco)+ .....      648,000       177,895
Wai Kee Holdings Ltd.
  (Construction &
  Housing) ..................      820,000       235,708
Wharf (Holdings) Ltd. (Real
  Estate) ...................       90,000       322,072
Yizheng Chemical Fibre Co.
  Ltd. (Chemicals) ..........    1,340,000       296,027
Yue Yuen Industrial Holdings
  (Metals & Mining) .........    1,416,000       402,454
Zhenhai Refining & Chemical
  Co. (Chemicals) ...........    3,946,000     1,121,529
                                            ------------
                                              39,298,309
                                            ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              17
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
INDONESIA (3.9%)
P.T. Gudang Garam (Food,
  Beverages & Tobacco) ......      178,500  $    765,025
P.T. Hanjaya Mandala
  Sampoerna (Food, Beverages
  & Tobacco) ................       23,000       261,877
P.T. Indosat (ADR)
  (Telecommunications) ......        6,000       201,000
P.T. International Nickel
  Indonesia (Metals &
  Mining) .                        210,000       478,211
P.T. Japfa Comfeed Indonesia
  (Food, Beverages &
  Tobacco) ..................      351,500       203,884
P.T. Kabelmetal Indonesia
  (Telecommunications-
  Equipment) ................      200,000        90,228
P.T. Matahari Putra Prima
  (Retail) ..................      157,000       286,690
P.T. Pabris Kertas Tjiwi
  Kimia (Metals & Mining) ...      543,693       554,807
P.T. Pan Indonesia Bank
  (Banking) .................      518,125       478,627
P.T. Semen Cibinong (Building
  Materials) ................      146,000       329,334
P.T. Telekomunikasi Indonesia
  (Telecommunications) ......      427,500       647,470
P.T. Tigaraksa Satria
  (Multi-Industry) ..........       75,800       195,409
                                            ------------
                                               4,492,562
                                            ------------
 
MALAYSIA (15.0%)
Arab Malaysian Finance Berhad
  (Financial Services) ......       75,000       327,624
Commerce Asset-Holding Berhad
  (Banking) .................      104,000       633,527
Edaran Otomobil Nasional
  Berhad (Automotive) .......       57,000       545,960
Guinness Anchor Berhad (Food,
  Beverages & Tobacco) ......      240,000       495,344
Hicom Holdings Berhad
  (Diversified
  Manufacturing) ............      133,000       378,441
IJM Corp. Berhad (Building
  Materials) ................      188,000       325,484
Industrial Oxygen Inc. Berhad
  (Agriculture) .............      358,000       496,418
<CAPTION>
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
</TABLE>
 
MALAYSIA (CONTINUED)
 
<TABLE>
<S>                            <C>          <C>
Intiplus Berhad (Financial
  Services) .................      456,000  $    447,733
Konsortium Perkapalan Berhad
  (Transport & Services)+ ...       95,000       571,088
Leader Universal Holdings
  Berhad (Electronics) ......      125,000       353,173
Lingui Developments Berhad
  (Forest Products &
  Paper) ....................      318,000       751,913
Malayan Banking Berhad
  (Banking) .................       79,000       759,848
Malayan Cement Berhad
  (Building Materials) ......      233,000       560,267
Malaysian Assurance Alliance
  Berhad (Insurance) ........          750         3,968
Malaysian Oxygen Berhad
  (Chemicals) ...............      186,500     1,009,022
Malaywata Steel Berhad
  (Metals & Mining) .........      305,000       523,157
Maruichi Malaysian Steel Tube
  Berhad (Metals &
  Mining) ...................      118,000       439,798
Matsushita Electric Co.
  Malaysia Berhad
  (Electronics) .............       27,000       275,926
Metroplex Berhad (Real
  Estate) .                        149,000       160,033
New Straits Times Press
  Berhad (Entertainment,
  Leisure & Media) ..........      242,000     1,260,802
Pacific & Orient Berhad
  (Insurance) ...............      104,000       291,756
Petronas Dagangan Berhad
  (Oil-Services) ............       83,000       224,528
Reliance Pacific Berhad
  (Entertainment, Leisure &
  Media) ....................      152,000       371,588
Resorts World Berhad
  (Entertainment, Leisure &
  Media) ....................      249,000     1,426,999
Sime Darby Berhad
  (Multi-Industry) ..........      270,000       746,622
Sime U.E.P. Properties Berhad
  (Real Estate) .............      431,000       876,600
TA Enterprise Berhad
  (Financial Services) ......      362,000       565,798
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
18
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MALAYSIA (CONTINUED)
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
Technological Resources
  Industries Berhad
  (Multi-Industry) ..........      124,000  $    432,344
Tenaga Nasional Berhad
  (Telecommunications) ......      253,000     1,064,628
                                            ------------
                                              16,320,389
                                            ------------
 
PHILIPPINES (3.7%)
Aboitiz Equity Ventures Inca
  (GDS) (Banking)+ ..........    1,930,800       361,115
Alaska Milk Corp. (Food,
  Beverages & Tobacco)+ .....    3,183,000       388,775
Alsons Cement Corp. (Building
  Materials)+ ...............      436,000       199,701
Bankard Inc. (Banking)+ .....      790,000       331,690
Fil-Estate Land Inc. (Real
  Estate) ...................      296,100       378,613
JG Summit Holdings Inc.
  (Multi-Industry) ..........      852,000       318,697
Manila Electric Co.
  (Electric) ................       60,000       629,790
Petron Corp.
  (Oil-Services) ............      612,812       280,686
Philippine Long Distance
  Telephone Co. (ADR)
  (Utilities) ...............        5,700       331,313
Philippine National Bank
  (Banking)+ ................       16,628       277,671
Pryce Properties Corp. (Real
  Estate) ...................    5,405,400       342,490
Steniel Manufacturing Corp.
  (Metals & Mining) .........    2,300,000       267,756
                                            ------------
                                               4,108,297
                                            ------------
 
SINGAPORE (8.4%)
Acma Ltd. (Computer
  Peripherals) ..............      117,600       343,274
Cycle & Carriage Ltd.
  (Automotive) ..............       27,000       288,853
DBS Land Ltd. (Real
  Estate) ...................      105,000       360,057
Development Bank Singapore
  (Banking) .................       74,000       922,744
Fraser & Neave Ltd. (Food,
  Beverages & Tobacco) ......       98,000     1,013,714
 
<CAPTION>
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
</TABLE>
 
SINGAPORE (CONTINUED)
 
<TABLE>
<S>                            <C>          <C>
Hotel Properties Ltd.
  (Restaurants & Hotels) ....      215,000  $    380,816
Jurong Engineering Ltd.
  (Capital Goods) ...........       99,000       347,899
Jurong Shipyard Ltd.
  (Transport & Services) ....       32,000       162,104
NatSteel Ltd. (Metals &
  Mining) ...................      147,500       292,608
Osprey Maritime Ltd.
  (Transport & Services) ....      139,500       246,218
Overseas Chinese Bank
  (Banking) .................       76,000       888,452
Singapore Airlines Ltd.
  (Airlines) ................      159,000     1,678,495
Singapore Telecommunications
  Ltd.
  (Telecommunications) ......      336,000       895,084
United Overseas Bank Ltd.
  (Banking) .................      155,310     1,485,490
                                            ------------
                                               9,305,808
                                            ------------
 
SOUTH KOREA (5.9%)
Cho Hung Bank (Banking) .....       61,000       758,689
Chung Ho Computer Co.
  (Computer Peripherals) ....        8,000       580,393
Dong Ah Construction
  Industrial Co.
  (Construction &
  Housing) ..................        7,300       277,700
Dongbu Insurance
  (Insurance)+ ..............        8,030       434,477
Hana Bank (Banking) .........       17,596       323,298
Hansol Paper Co. Ltd. (GDS)
  (Forest Products &
  Paper) ....................       14,937       287,537
Hansol Paper Co. Ltd. (GDS)
  144A (Forest Products &
  Paper)+ ...................        2,195        42,254
Hyundai Engineering &
  Construction Co.
  (Construction &
  Housing)+ .................        4,000       186,120
Korea Electric Power Corp.
  (Electric) ................       18,000       726,946
Korea First Bank
  (Banking)+ ................       83,000       719,827
Korea Housing Bank
  (Banking)+ ................          540        12,582
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              19
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SOUTH KOREA (CONTINUED)
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
Korea Mobile
  Telecommunications
  (Telecommunications) ......          430  $    519,070
Korea Zinc Co. (Metals &
  Mining) ...................       14,100       323,309
Oriental Fire & Marine
  Insurance (Insurance) .....        4,200       147,564
Pohang Iron & Steel Co.
  (Metals & Mining) .........        5,100       416,023
Samsung Electronics (GDR
  represents 1/2 non-voting
  common share) 144A
  (Electronics) .............       11,374       275,820
Samsung Electronics (GDR
  represents 1/2 non-voting
  preferred share) 144A
  (Electronics)+ ............        5,236       104,720
Samsung Electronics (GDR
  represents 1/2 voting
  common share) 144A
  (Electronics)+ ............          266        10,906
Samsung Electronics (GDR
  represents 1/2 voting
  common share) 144A
  (Electronics)+ ............          884        45,305
Seoul City Gas Co. Ltd.
  (Natural Gas) .............        4,500       352,267
                                            ------------
                                               6,544,807
                                            ------------
TAIWAN (5.3%)
Acer Incorporation (GDR)
  (Computer Peripherals)+ ...       44,240       336,224
Asia Cement Corp. (GDS)
  (Building Materials) ......       83,865     1,698,275
China Steel Corp. (GDS)
  (Metals & Mining) .........       60,000     1,530,000
Hocheng Group Corp. (GDR)
  144A (Building
  Materials)+ ...............       13,114       162,286
President Enterprises Corp.
  (GDR) (Food, Beverages &
  Tobacco)+ .................       72,051     1,459,033
 
<CAPTION>
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
</TABLE>
 
TAIWAN (CONTINUED)
 
<TABLE>
<S>                            <C>          <C>
Siliconware Precision
  Industries (GDR)
  (Semiconductors)+ .........       24,000  $    189,000
Yageo Corp. (GDR)
  (Electronics)+ ............       68,600       514,500
                                            ------------
                                               5,889,318
                                            ------------
THAILAND (12.4%)
Advanced Info Service Public
 Co. Ltd.
  (Telecommunications) ......       95,900     1,419,666
Bangkok Bank Public Co. Ltd.
  (Banking) .................      159,000     2,153,452
Bangkok Expressway Public Co.
  Ltd. (Transport &
  Services)+ ................      100,000       164,375
Banpu Public Co. Ltd. (Metals
  & Mining) .................       10,700       308,372
Central Pattana Public Co.
  Ltd. (Real Estate) ........      144,500       671,320
Dhana Siam Finance and
  Securities Public Co. Ltd.
  (Financial Services) ......      126,500       702,246
Finance One Public Co. Ltd.
  (Financial Services) ......       83,000       535,922
Krung Thai Bank Public Co.
  Ltd. (Banking) ............       85,000       398,241
Land & House Public Co. Ltd.
  (Real Estate) .............       44,000       554,348
Modern Form Group Public Co.
  Ltd. (Manufacturing) ......      174,700       135,844
Phatra Thanakit Co. Ltd.
  (Financial Services) ......       45,000       313,592
Regional Container Line
  Public Co. Ltd. (Packaging
  & Containers) .............       37,500       549,230
Saha-Union Public Co. Ltd.
  (Textiles) ................      200,000       313,002
Sahavirya Steel Industries
  Public Co. Ltd. (Metals &
  Mining)+ .                       470,000       305,324
Siam Cement Public Co. Ltd.
  (Building Materials) ......       22,000     1,079,246
Siam Commercial Bank Co. Ltd.
  (Banking) .................       18,000       260,795
TelecomAsia Corp. Public Co.
  Ltd.
  (Telecommunications)+ .....      674,000     1,479,396
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
20
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THAILAND (CONTINUED)
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
Thai Farmers Bank Public Co.
  Ltd. (Banking) ............      114,600  $  1,254,322
Thai Petrochemical Industry
  Public Co. Ltd.
  (Chemicals) ...............      252,000       384,461
United Communication Industry
  (Telecommunications-
  Equipment) ................       51,000       682,698
                                            ------------
                                              13,665,852
                                            ------------
  TOTAL COMMON STOCK
   (COST $95,359,277) .......                102,501,274
                                            ------------
CONVERTIBLE PREFERRED STOCKS (0.5%)
PHILIPPINES (0.5%)
Philippine Long Distance
  Telephone Co. (GDS
  represents 1 Series 2
  Convertible Preferred)
  (Utilities) (cost
  $532,650) .................       15,900       532,650
                                            ------------
PREFERRED STOCK (0.4%)
SOUTH KOREA (0.4%)
Mando Machinery Corp.
  (Automotive Supplies) .....       11,000       211,545
Shin Won Corp. (Apparels &
  Textiles) .................       13,530       193,733
                                            ------------
  TOTAL PREFERRED STOCK (COST
   $591,526) ................                    405,278
                                            ------------
RIGHTS (0.1%)+
SINGAPORE (0.1%)
Overseas Chinese Bank (expire
  07/09/96) (Banking) .......        7,600        61,061
                                            ------------
SOUTH KOREA (0.0%)(A)
Hana Bank (Expire 07/26/96)
  (Banking) .................        3,045        14,640
                                            ------------
  TOTAL RIGHTS
   (COST $55,410) ...........                     75,701
                                            ------------
 
<CAPTION>
    SECURITY DESCRIPTION         SHARES        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
 
WARRANTS (0.9%)+
MALAYSIA (0.5%)
Petronas Dagangan Berhad
  (Expire 02/23/99) (Oil-
  Services) .................      340,000  $    501,435
                                            ------------
 
SINGAPORE (0.4%)
United Overseas Land Ltd.
  (Expire 06/09/97) (Real
  Estate) ...................      697,536       513,968
                                            ------------
  TOTAL WARRANTS
   (COST $1,028,686) ........                  1,015,403
                                            ------------
 
                                PRINCIPAL
                                 AMOUNT
                               -----------
 
CONVERTIBLE BONDS (3.4%)
HONG KONG (0.3%)
Regal Hotels International,
  5.25% due 12/13/08
  (Restaurants & Hotels) ....  $   350,000       346,062
                                            ------------
 
MALAYSIA (1.3%)
Commerce Asset Holding
  Berhad, 1.75% due 09/26/04
  (Banking) .................      720,000       860,400
Telekom Malaysia Berhad,
  4.00% due 10/03/04
  (Telecommunications) ......      560,000       590,100
                                            ------------
                                               1,450,500
                                            ------------
 
SOUTH KOREA (0.3%)
Ssangyong Oil Refining Co.
 Ltd., 3.75% due 12/31/08
  (Oil-Production) ..........      305,000       315,675
                                            ------------
 
TAIWAN (1.5%)
Far Eastern Department Stores
  Ltd., 3.00% due 07/06/01
  (Retail) ..................      600,000       569,250
Nan Ya Plastics Corp., 1.75%
  due 07/19/01
  (Chemicals) ...............      470,000       507,013
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              21
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                PRINCIPAL
    SECURITY DESCRIPTION         AMOUNT        VALUE
- -----------------------------  -----------  ------------
<S>                            <C>          <C>
</TABLE>
 
TAIWAN (CONTINUED)
<TABLE>
<S>                            <C>          <C>
U-Ming Marine Transport
  Corp., 1.50% due 02/07/01
  (Transport & Services) ....  $   390,000  $    349,050
Yang Ming Marine Transport,
  2.00% due 10/06/01
  (Transport & Services) ....      200,000       251,500
                                            ------------
                                               1,676,813
                                            ------------
  TOTAL CONVERTIBLE BONDS
   (COST $3,714,252) ........                  3,789,050
                                            ------------
 
SHORT-TERM INVESTMENTS (1.5%)
EURO DOLLAR TIME DEPOSITS (1.5%)
State Street Cayman Islands,
  4.88% due 07/01/96
  (cost $1,651,000) .........    1,651,000     1,651,000
                                            ------------
TOTAL INVESTMENTS
  (COST $102,932,801) (99.6%) ............   109,970,356
OTHER ASSETS IN EXCESS OF LIABILITIES
  (0.4%) .................................       471,826
                                            ------------
NET ASSETS (100.0%) ......................  $110,442,182
                                            ------------
                                            ------------
</TABLE>
 
- ------------------------
Note: For Federal Income Tax purposes, the cost of securities owned at June 30,
1996 was substantially the same as the cost of securities for financial
statement purposes.
 
+    -- Non-income producing security.
 
(a)  -- Less than 0.1%
 
ADR  -- American Depositary Receipt.
 
GDS  -- Global Depositary Shares.
 
GDR  -- Global Depositary Receipt.
 
144A -- Security restricted for resale to Qualified
        Institutional Buyers.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
22
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)(CONTINUED)
June 30, 1996
- --------------------------------------------------------------------------------
 
INDUSTRY DIVERSIFICATION
 
<TABLE>
<CAPTION>
                                                                                                       PERCENT OF
                                                                                                          TOTAL
                                                                                                       INVESTMENTS
                                                                                                      -------------
<S>                                                                                                   <C>
Banking.............................................................................................       16.26%
Real Estate.........................................................................................       13.75%
Telecommunications..................................................................................       11.03%
Multi - Industry....................................................................................        9.64%
Metals & Mining.....................................................................................        5.72%
Building Materials..................................................................................        4.70%
Food, Beverages & Tobacco...........................................................................        4.40%
Entertainment, Leisure & Media......................................................................        3.47%
Electric............................................................................................        3.32%
Financial Services..................................................................................        3.09%
Chemicals...........................................................................................        3.06%
Airlines............................................................................................        2.63%
Electronics.........................................................................................        2.39%
Transport & Services................................................................................        1.82%
Retail..............................................................................................        1.80%
Computer Peripherals................................................................................        1.16%
Restaurants & Hotels................................................................................        1.09%
Telecommunication Services..........................................................................        1.06%
Forest Products & Paper.............................................................................        1.00%
Insurance...........................................................................................        0.99%
Utilities...........................................................................................        0.80%
Automotive..........................................................................................        0.77%
Telecommunications-Equipment........................................................................        0.71%
Construction & Housing..............................................................................        0.65%
Agriculture.........................................................................................        0.64%
Packaging & Containers..............................................................................        0.51%
Oil-Services........................................................................................        0.47%
Electrical Equipment................................................................................        0.44%
Broadcasting & Publising............................................................................        0.37%
Diversified Manufacturing...........................................................................        0.35%
Natural Gas.........................................................................................        0.33%
Capital Goods.......................................................................................        0.32%
Oil-Production......................................................................................        0.29%
Textiles............................................................................................        0.29%
Automotive Supplies.................................................................................        0.20%
Apparels & Textiles.................................................................................        0.18%
Semiconductors......................................................................................        0.17%
Manufacturing.......................................................................................        0.13%
                                                                                                      -------------
                                                                                                          100.00%
                                                                                                      -------------
                                                                                                      -------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              23
<PAGE>
THE ASIA GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                             <C>
ASSETS
Investments at Value (Cost $102,932,801)                                        $109,970,356
Foreign Currency at Value (Cost $312,407)                                            312,108
Cash                                                                                  38,223
Unrealized Appreciation on Open Spot Foreign Currency Contracts                          584
Receivable for Investments Sold                                                      977,321
Dividends Receivable                                                                 319,684
Interest Receivable                                                                   52,318
Deferred Organization Expenses                                                        25,469
                                                                                ------------
    Total Assets                                                                 111,696,063
                                                                                ------------
 
LIABILITIES
Payable for Investments Purchased                                                    991,727
Custody Fee Payable                                                                  112,771
Advisory Fee Payable                                                                  72,481
Organization Expenses Payable                                                          5,750
Administrative Services Fee Payable                                                    4,530
Administration Fee Payable                                                             1,161
Fund Services Fee Payable                                                                320
Accrued Expenses & Other Liabilities                                                  65,141
                                                                                ------------
    Total Liabilities                                                              1,253,881
                                                                                ------------
 
NET ASSETS
Applicable to Investors' Beneficial Interests                                   $110,442,182
                                                                                ------------
                                                                                ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
24
<PAGE>
THE ASIA GROWTH PORTFOLIO
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                   <C>         <C>
INVESTMENT INCOME
Dividend Income (Net of Foreign Withholding Tax of $108,976 )                     $1,157,622
Interest Income                                                                      134,734
                                                                                  ----------
    Investment Income                                                              1,292,356
 
EXPENSES
Advisory Fee                                                          $  414,049
Custodian Fees and Expenses                                              183,844
Professional Fees                                                         29,654
Administrative Services Fee                                               12,972
Administration Fee                                                         6,530
Fund Services Fee                                                          2,840
Amortization of Organization Expenses                                      2,633
Printing Expenses                                                          1,716
Trustees' Fees and Expenses                                                1,135
Insurance Expense                                                            361
Registration Fees                                                            349
Miscellaneous                                                              1,164
                                                                      ----------
    Total Expenses                                                       657,247
Less: Reimbursement of Expenses                                           (7,302)
                                                                      ----------
 
NET EXPENSES                                                                        (649,945)
                                                                                  ----------
NET INVESTMENT INCOME                                                                642,411
 
NET REALIZED GAIN (LOSS) ON
  Investment Transactions                                              3,216,295
  Foreign Currency Transactions                                         (198,727)
                                                                      ----------
    Net Realized Gain                                                              3,017,568
 
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF
  Investments                                                          4,622,842
  Foreign Currency Contracts and Translations                                (61)
                                                                      ----------
    Net Change in Unrealized Appreciation                                          4,622,781
                                                                                  ----------
 
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                              $8,282,760
                                                                                  ----------
                                                                                  ----------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              25
<PAGE>
THE ASIA GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 
                                                                              FOR THE PERIOD
                                                                               APRIL 5, 1995
                                                                               (COMMENCEMENT
                                                                FOR THE SIX         OF
                                                                MONTHS ENDED    OPERATIONS)
                                                                  JUNE 30,        THROUGH
                                                                    1996       DECEMBER 31,
                                                                (UNAUDITED)        1995
                                                                ------------  ---------------
<S>                                                             <C>           <C>
INCREASE IN NET ASSETS
 
FROM OPERATIONS
Net Investment Income                                           $    642,411   $     783,140
Net Realized Gain on Investments and Foreign Currency
  Transactions                                                     3,017,568       2,768,176
Net Change in Unrealized Appreciation of  Investments and
  Foreign Currency Translations                                    4,622,781       2,414,409
                                                                ------------  ---------------
    Net Increase in Net Assets Resulting from Operations           8,282,760       5,965,725
                                                                ------------  ---------------
 
TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST
Contributions                                                     38,835,059     104,554,882
Withdrawals                                                      (23,657,025)    (23,539,419)
                                                                ------------  ---------------
    Net Increase from Investors' Transactions                     15,178,034      81,015,463
                                                                ------------  ---------------
    Total Increase in Net Assets                                  23,460,794      86,981,188
 
NET ASSETS
Beginning of Period                                               86,981,388             200
                                                                ------------  ---------------
End of Period                                                   $110,442,182   $  86,981,388
                                                                ------------  ---------------
                                                                ------------  ---------------
</TABLE>
 
- --------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
 
                                                                              FOR THE PERIOD
                                                                               APRIL 5, 1995
                                                                 FOR THE SIX   (COMMENCEMENT
                                                                   MONTHS           OF
                                                                    ENDED       OPERATIONS)
                                                                  JUNE 30,        THROUGH
                                                                    1996       DECEMBER 31,
                                                                 (UNAUDITED)       1995
                                                                 -----------  ---------------
<S>                                                              <C>          <C>
RATIOS TO AVERAGE NET ASSETS
Expenses                                                          $    1.26%(a)    $    1.40%(a)
Net Investment Income                                                  1.24%(a)         1.18%(a)
Decrease reflected in Expense Ratio due to Expense
  Reimbursement                                                        0.01%(a)           --
Portfolio Turnover                                                       42%(b)           70%(b)
</TABLE>
 
- ------------------------
(a)Annualized.
 
(b)Not Annualized.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
26
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The Asia Growth Portfolio (the "Portfolio") one of three Portfolios comprising
The Series Portfolio (the "Series Portfolio"), is registered under the
Investment Company Act of 1940, as amended, (the "Act") as a no-load,
diversified, open-end management investment company which was organized under
the laws of the State of New York on June 24, 1994. The Portfolio commenced
operations on April 5, 1995. The Portfolio's investment objective is to achieve
a high total return from a portfolio of equity securities of companies in Asian
growth markets. The Declaration of Trust permits the Trustees to issue an
unlimited number of beneficial interests in the Portfolio.
 
Investments in Asian growth markets may involve certain considerations and risks
not typically associated with investments in the United States. Future economic
and political developments in Asian growth market countries could adversely
affect the liquidity or value, or both of such securities in which the Portfolio
is invested. The ability of the issuers of debt securities held by the Portfolio
to meet their obligations may be affected by economic and political developments
in a specific industry or region.
 
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual amounts could differ from
those estimates. The following is a summary of the significant accounting
policies of the Portfolio:
 
    a)The value of each security for which readily available market quotations
      exists is based on a decision as to the broadest and most representative
      market for such security. The value of such security will be based either
      on the last sale price on a national securities exchange, or, in the
      absence of recorded sales, at the readily available closing bid price on
      such exchanges. Securities listed on a foreign exchange are valued at the
      last quoted sale price available before the time when net assets are
      valued. Unlisted securities are valued at the average of the quoted bid
      and asked prices in the over-the-counter market. Securities or other
      assets for which market quotations are not readily available are valued at
      fair value in accordance with procedures established by the Portfolio's
      Trustees. Such procedures may include the use of independent pricing
      services, which use prices based upon yields or prices of securities of
      comparable quality, coupon, maturity and type; indications as to values
      from dealers; operating data and general market conditions. All portfolio
      securities with a remaining maturity of less than 60 days are valued by
      the amortized cost method.
 
      Trading in securities on most foreign exchanges and over-the-counter
      markets is normally completed before the close of the domestic market and
      may also take place on days on which the domestic market is closed. If
      events materially affecting the value of foreign securities occur between
      the time when the exchange on which they are traded closes and the time
      when the Portfolio's net assets are calculated, such securities will be
      valued at fair value in accordance with procedures established by and
      under the general supervision of the Portfolio's Trustees.
 
    b)The books and records of the Portfolio are maintained in U.S. dollars. The
      market values of investment securities, other assets and liabilities and
      foreign currency contracts are translated at the prevailing exchange rates
      at the end of the period. Purchases, sales, income and expense are
      translated at the exchange rate prevailing on the respective dates of such
      transactions. Translation
 
                                                                              27
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
      gains and losses resulting from changes in exchange rates during the
      reporting period and gains and losses realized upon settlement of foreign
      currency transactions are reported in the Statement of Operations.
 
      Since the net assets of the Portfolio are presented at the exchange rates
      and market values prevailing at the end of the period, the Portfolio does
      not isolate the portion of the results of operations arising as a result
      of changes in foreign exchange rates from the fluctuations arising from
      changes in the market prices of securities during the period.
 
    c)Securities transactions are recorded on a trade date basis. Dividend
      income is recorded on the ex-dividend date or at the time that the
      relevant ex-dividend date and amount becomes known. Interest income, which
      includes the amortization of premiums and discounts, if any, is recorded
      on an accrual basis. For financial and tax reporting purposes, realized
      gains and losses are determined on the basis of specific lot
      identification.
 
    d)The Portfolio may enter into forward and spot foreign currency contracts
      to protect securities and related receivables against fluctuations in
      future foreign currency rates. A forward contract is an agreement to buy
      or sell currencies of different countries on a specified future date at a
      specified rate. Risks associated with such contracts include the movement
      in the value of the foreign currency relative to the U.S. dollar and the
      ability of the counterparty to perform.
 
      The market value of the contract will fluctuate with changes in currency
      exchange rates. Contracts are valued daily based on procedures established
      by and under the general supervision of the Portfolio's Trustees and the
      change in the market value is recorded by the Portfolio as unrealized
      appreciation or depreciation of foreign forward and spot currency contract
      translations.
 
      At June 30, 1996 the Portfolio had open spot foreign currency contracts as
      follows:
 
SUMMARY OF OPEN CONTRACTS
 
<TABLE>
<CAPTION>
                                                                                      U.S. DOLLAR   NET UNREALIZED
                                                                                       VALUE AT      APPRECIATION
FOREIGN CURRENCY SALE CONTRACTS                                            PROCEEDS     6/30/96     (DEPRECIATION)
- ------------------------------------------------------------------------  ----------  -----------  -----------------
<S>                                                                       <C>         <C>          <C>
Hong Kong Dollar, 123,668, expiring 7/1/96                                $   15,976   $  15,977       $      (1)
Indonesian Rupiah, 35,697,600, expiring 7/1/96                                15,325      15,337             (12)
Indonesian Rupiah, 67,034,724, expiring 7/2/96                                28,808      28,815              (7)
Malaysian Ringgit, 107,306, expiring 7/1/96                                   42,948      43,004             (56)
Malaysian Ringgit, 303,974, expiring 7/2/96                                  121,737     121,821             (84)
Malaysian Ringgit, 176,114, expiring 7/3/96                                   70,610      70,580              30
Malaysian Ringgit, 168,944, expiring 7/3/96                                   67,699      67,706              (7)
                                                                                                             ---
                                                                                                            (137)
                                                                                                             ---
</TABLE>
 
28
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                      U.S. DOLLAR   NET UNREALIZED
                                                                                       VALUE AT      APPRECIATION
FOREIGN CURRENCY PURCHASE CONTRACTS                                          COST       6/30/96     (DEPRECIATION)
- ------------------------------------------------------------------------  ----------  -----------  -----------------
<S>                                                                       <C>         <C>          <C>
Indonesian Rupiah, 122,504,623, expiring 7/3/96                           $   52,635   $  52,645       $      10
Malaysian Ringgit, 61,314, expiring 7/1/96                                    24,582      24,572             (10)
Malaysian Ringgit, 18,016, expiring 7/2/96                                     7,217       7,220               3
Malaysian Ringgit, 231,115, expiring 7/3/96                                  112,455     112,661             206
Malaysian Ringgit, 105,585, expiring 7/3/96                                   42,238      42,315              77
Malaysian Ringgit, 58,619, expiring 7/3/96                                    23,462      23,492              30
Malaysian Ringgit, 709,045, expiring 7/3/96                                  283,777     284,159             382
Malaysian Ringgit, 166,798, expiring 7/5/96                                   66,795      66,846              51
Malaysian Ringgit, 96,380, expiring 7/8/96                                    38,638      38,626             (12)
Malaysian Ringgit, 96,380, expiring 7/8/96                                    38,638      38,626             (12)
Malaysian Ringgit, 92,598, expiring 7/9/96                                    37,110      37,106              (4)
                                                                                                             ---
                                                                                                             721
                                                                                                             ---
Net Unrealized Appreciation on Foreign Currency Contracts                                              $     584
                                                                                                             ---
                                                                                                             ---
</TABLE>
 
    e)The Portfolio intends to be treated as a partnership for federal income
      tax purposes. As such, each investor in the Portfolio will be taxable on
      its share of the Portfolio's ordinary income and capital gains. It is
      intended that the Portfolio's assets will be managed in such a way that an
      investor in the Portfolio will be able to satisfy the requirements of
      Subchapter M of the Internal Revenue Code.
 
    f)The Portfolio incurred organization expenses in the amount of $33,000.
      These costs were deferred and are being amortized on a straight-line basis
      over a five year period from the commencement of operations.
 
    g)The Portfolio's custodian takes possession of the collateral pledged for
      investments in repurchase agreements on behalf of the Portfolio. It is the
      policy of the Portfolio to value the underlying collateral daily on a
      market-to-market basis to determine that the value, including accrued
      interest, is at least equal to the repurchase price plus accrued interest.
      In the event of default of the obligation to repurchase, the Portfolio has
      the right to liquidate the collateral and apply the proceeds in
      satisfaction of the obligation. Under certain circumstances, in the event
      of default or bankruptcy by the other party to the agreement, realization
      and/or retention of the collateral or proceeds may be subject to legal
      proceedings.
 
2.  TRANSACTIONS WITH AFFILIATES
 
    a)The Portfolio has an Investment Advisory Agreement with Morgan Guaranty
      Trust Company of New York ("Morgan"). Under the terms of the agreement,
      the Portfolio pays Morgan at an annual rate of 0.80% of the Portfolio's
      average daily net assets. For the six months ended June 30, 1996 such fees
      amounted to $414,049.
 
    b)The Portfolio has retained Signature Broker-Dealer Services, Inc.
      ("Signature") to serve as administrator and exclusive placement agent.
      Signature provides administrative services necessary
 
                                                                              29
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
      for the operations of the Portfolio, furnishes office space and facilities
      required for conducting the business of the Portfolio and pays the
      compensation of the Portfolio's officers affiliated with Signature. The
      Administration Agreement provided for a fee to be paid to Signature equal
      to the Portfolio's proportionate share of a complex-wide fee based on the
      following annual schedule: 0.03% on the first $7 billion of the aggregate
      average daily net assets of the Portfolio and the other portfolios subject
      to this agreement (the "Master Portfolios") and 0.01% on the aggregate
      average daily net assets of the Master Portfolios in excess of $7 billion.
      The portion of this charge payable by the Portfolio is determined by the
      proportionate share its net assets bear to the total net assets of The
      Pierpont Funds, The JPM Institutional Funds, The JPM Advisor Funds and the
      Master Portfolios. For the six months ended June 30, 1996, such fees
      amounted to $6,530.
 
      Effective August 1, 1996, administrative functions provided by Signature
      will be provided by Funds Distributor, Inc. ("FDI"), a registered
      broker-dealer, and by Morgan. FDI will also become the Portfolio's
      exclusive placement agent. Under a Co-Administration Agreement between FDI
      and the Portfolio, FDI's fees are to be paid by the Portfolio. (see Note
      2c).
 
    c)The Portfolio has an Administrative Services Agreement (the "Services
      Agreement") with Morgan under which Morgan is responsible for certain
      aspects of the administration and operation of the Portfolio. Under the
      Services Agreement, the Portfolio has agreed to pay Morgan a fee equal to
      its proportionate share of an annual complex-wide charge. This charge is
      calculated daily based on the aggregate net assets of the Master
      Portfolios' in accordance with the following annual schedule: 0.06% on the
      first $7 billion of the Master Portfolios aggregate average daily net
      assets and 0.03% of the aggregate average daily net assets in excess of $7
      billion. The portion of this charge payable by the Portfolio is determined
      by the proportionate share that the Portfolio's net assets bear to the net
      assets of the Master Portfolios and other investors in the Master
      Portfolios for which Morgan provides similar services. For the six months
      ended June 30, 1996, such fees amounted to $12,972.
 
      Effective August 1, 1996, the Services Agreement will be amended such that
      the aggregate complex-wide fees to be paid by the Portfolio under both the
      amended Services Agreement and the Co-Administration Agreement (see Note
      2b) will be calculated daily based on the aggregate average daily net
      assets of the Master Portfolios in accordance with the following annual
      schedule: 0.09% on the first $7 billion of the Master Portfolios aggregate
      average daily net assets and 0.04% of the aggregate average daily net
      assets in excess of $7 billion.
 
      In addition, Morgan has agreed to reimburse the Portfolio to the extent
      necessary to maintain the total operating expenses of the Portfolio at no
      more than 1.25% of the average daily net assets of the Portfolio. For the
      six months ended June 30, 1996, Morgan has agreed to reimburse the
      Portfolio $7,302 for expenses under this agreement.
 
    d)The Portfolio has a Fund Services Agreement with Pierpont Group, Inc.
      ("Group") to assist the Trustees in exercising their overall supervisory
      responsibilities for the Portfolio's affairs. The Trustees of the
      Portfolio represent all the existing shareholders of Group. The
      Portfolio's allocated portion of Group's costs in performing its services
      amounted to $2,840 for the six months ended June 30, 1996.
 
30
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1996
- --------------------------------------------------------------------------------
 
    e)An aggregate annual fee of $65,000 is paid to each Trustee for serving as
      a Trustee of The Pierpont Funds, The JPM Institutional Funds and the
      Master Portfolios. The Trustees' Fees and Expenses shown in the financial
      statements represent the Portfolio's allocated portion of the total fees
      and expenses. The Portfolio's Chairman and Chief Executive also serves as
      Chairman of Group and received compensation and employee benefits from
      Group in his role as Group's Chairman. The allocated portion of such
      compensation and benefits included in the Fund Services Fee shown in the
      financial statements was $400.
 
3.  INVESTMENT TRANSACTIONS:
 
Investment transactions (excluding short-term investments) for the six months
ended June 30, 1996 were as follows:
 
<TABLE>
<S>            <C>
   COST OF     PROCEEDS FROM
  PURCHASES        SALES
- -------------  -------------
$  59,105,481   $41,831,889
</TABLE>
 
                                                                              31
<PAGE>

THE JPM INSTITUTIONAL MONEY MARKET FUND
THE JPM INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
THE JPM INSTITUTIONAL TREASURY MONEY MARKET FUND
THE JPM INSTITUTIONAL SHORT TERM BOND FUND
THE JPM INSTITUTIONAL BOND FUND
THE JPM INSTITUTIONAL TAX EXEMPT BOND FUND
THE JPM INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
THE JPM INSTITUTIONAL INTERNATIONAL BOND FUND
THE JPM INSTITUTIONAL DIVERSIFIED FUND
THE JPM INSTITUTIONAL SELECTED U.S. EQUITY FUND
THE JPM INSTITUTIONAL U.S. SMALL COMPANY FUND
THE JPM INSTITUTIONAL INTERNATIONAL EQUITY FUND
THE JPM INSTITUTIONAL EUROPEAN EQUITY FUND
THE JPM INSTITUTIONAL JAPAN EQUITY FUND
THE JPM INSTITUTIONAL ASIA GROWTH FUND
THE JPM INSTITUTIONAL EMERGING MARKETS EQUITY FUND

FOR MORE INFORMATION ON THE JPM INSTITUTIONAL FAMILY OF FUNDS, CALL J.P. MORGAN
FUNDS SERVICES AT (800)766-7722.

THE
JPM
INSTITUTIONAL
ASIA GROWTH
FUND


SEMI-ANNUAL REPORT
JUNE 30, 1996


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