As filed with the Securities and Exchange Commission on December 10, 1996.
Registration Nos. 33-54642 and 811-7342.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 28
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 29
The JPM Institutional Funds
(Exact Name of Registrant as Specified in Charter)
60 State Street, Suite 1300, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(617) 557-0700
John E. Pelletier
60 State Street, Suite 1300, Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copy to:
Stephen K. West, Esq.
Sullivan & Cromwell
125 Broad Street, New York, New York 10004
It is proposed that this filing will become effective (check appropriate box):
[ ] Immediately upon filing pursuant to paragraph (b)
[X] on December 27, 1996 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has previously registered an indefinite number of its shares
under the Securities Act of 1933, as amended, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. The Registrant has filed Rule 24f-2
notices with respect to its series as follows: Tax Exempt Money Market and Tax
Exempt Bond Funds (for their fiscal years ended August 31, 1996) on October 29,
1996; International Bond Fund (for its fiscal year ended September 30, 1996) on
November 27, 1996; Treasury Money Market, Short Term Bond, Bond, Emerging
Markets Equity and International Equity Funds (for their fiscal years ended
October 31, 1995) on December 15, 1995; Money Market Fund
<PAGE>
(for its fiscal year ended November 30, 1995) on January 29, 1996; New York
Total Return Bond Fund (for its fiscal year ended March 31, 1996) on May 30,
1996; Selected U.S. Equity and U.S. Small Company Funds (for their fiscal years
ended May 31, 1996) on July 30, 1996; and Diversified Fund (for its fiscal year
ended June 30, 1996) on August 28, 1996. The Registrant has not filed Rule 24f-2
notices with respect to its Japan Equity, European Equity and Asia Growth Funds
(for their fiscal years ended December 31, 1995) because the Registrant has not
sold any securities to the public with respect to those series during the fiscal
years indicated. The Registrant expects to file Rule 24f-2 notices with respect
to the Japan Equity, European Equity and Asia Growth Funds (for their fiscal
years ending December 31, 1996) on or before February 28, 1997.
The Money Market Portfolio, The Tax Exempt Money Market Portfolio, The Treasury
Money Market Portfolio, The Short Term Bond Portfolio, The U.S. Fixed Income
Portfolio, The Tax Exempt Bond Portfolio, The Selected U.S. Equity Portfolio,
The U.S. Small Company Portfolio, The Non-U.S. Equity Portfolio, The Diversified
Portfolio, The Emerging Markets Equity Portfolio, The New York Total Return Bond
Portfolio, The Non-U.S. Fixed Income Portfolio and The Series Portfolio have
also executed this Registration Statement.
<PAGE>
THE JPM INSTITUTIONAL FUNDS
(DISCIPLINED EQUITY AND INTERNATIONAL OPPORTUNITIES FUNDS)
CROSS-REFERENCE SHEET
(As Required by Rule 495)
PART A ITEM NUMBER: Prospectus Headings.
1. COVER PAGE: Cover Page.
2. SYNOPSIS: Who May Be a Suitable Investor in the Fund.
3. CONDENSED FINANCIAL INFORMATION: Not Applicable.
4. GENERAL DESCRIPTION OF REGISTRANT: Information About the Master-Feeder
Structure; Who May Be a Suitable Investor in the Fund; Investment
Objective and Policies; Additional Investment Practices and Risks;
Organization.
5. MANAGEMENT OF THE FUND: Management of the Fund and the Portfolio;
Organization; Shareholder Inquiries and Services;
Additional Information.
5A. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: Not
Applicable.
6. CAPITAL STOCK AND OTHER SECURITIES: Information About the Master-
Feeder Structure; Shareholder Inquiries and Services; Net Asset Value;
Taxes; Dividends and Distributions;
Organization.
7. PURCHASE OF SECURITIES BEING OFFERED: Purchase of Shares; Exchange of
Shares; Who May Be a Suitable Investor in the Fund; Dividends and
Distributions; Net Asset Value.
8. REDEMPTION OR REPURCHASE: Redemption of Shares; Exchange of Shares;
Net Asset Value.
9. PENDING LEGAL PROCEEDINGS: Not Applicable.
PART B ITEM NUMBER: Statement of Additional Information Headings.
10. COVER PAGE: Cover Page.
11. TABLE OF CONTENTS: Table of Contents.
12. GENERAL INFORMATION AND HISTORY: General.
13. INVESTMENT OBJECTIVES AND POLICIES: Investment Objectives and
Policies; Additional Investments; Investment Restrictions; Quality and
Diversification Requirements; Appendices A, B and C.
14. MANAGEMENT OF THE FUND: Trustees and Officers.
15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Description of
Shares.
16. INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisor;
Distributor; Co-Administrator; Services Agent; Custodian; Shareholder
Servicing; Independent Accountants; Expenses.
17. BROKERAGE ALLOCATION AND OTHER PRACTICES: Portfolio Transactions.
18. CAPITAL STOCK AND OTHER SECURITIES: Massachusetts Trust; Description
of Shares.
<PAGE>
19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED: Net Asset
Value; Purchase of Shares; Redemption of Shares; Exchange of Shares;
Dividends and Distributions.
20. TAX STATUS: Taxes.
21. UNDERWRITERS: Distributor.
22. CALCULATION OF PERFORMANCE DATA: Performance Data.
23. FINANCIAL STATEMENTS: Financial Statements.
PART C. Information required to be included in Part C is set forth under the
appropriate items, so numbered, in Part C of this Registration Statement.
<PAGE>
EXPLANATORY NOTE
This post-effective amendment No. 28 to the Registrant's registration
statement on Form N-1A (the "Registration Statement") (File No. 33-54642) is
being filed to revise the form of Prospectus for The JPM Institutional
Disciplined Equity Fund (a series of shares of the Registrant), constituting
part of post-effective amendment No. 26 ("Amendment No. 26") to the Registration
Statement filed on October 11, 1996. The form of Prospectus for The JPM
Institutional International Opportunities Fund (another series of shares of the
Registrant) and the Statement of Additional Information are incorporated herein
as filed in Amendment No. 26 (Accession No. 0000912057-96-022626).
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
Subject to Completion
Preliminary Prospectus Dated December 10, 1996
PROSPECTUS
The JPM Institutional Disciplined Equity Fund
60 State Street
Boston, Massachusetts 02109
For information call (800) 766-7722
The investment objective of The JPM Institutional Disciplined Equity Fund (the
"Fund") is to provide high total return from a broadly diversified portfolio of
equity securities. Total return will consist of realized and unrealized capital
gains and losses plus income.
The Fund seeks to achieve its objective by investing all of its investable
assets in The Disciplined Equity Portfolio (the "Portfolio"), which has the same
investment objective as the Fund. The Fund invests in the Portfolio through a
two-tier master-feeder investment fund structure. See "Information About the
Master-Feeder Structure" on page 1. The Portfolio invests primarily in the
common stock and other equity securities of large and medium sized U.S.
companies.
The Portfolio is advised by Morgan Guaranty Trust Company of New York ("Morgan"
or the "Advisor").
This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing and should be retained for
future reference. Additional information has been filed with the Securities and
Exchange Commission in a Statement of Additional Information dated December ,
1996, as amended or supplemented from time to time. This information is
incorporated herein by reference and is available without charge upon written
request from the Fund's Distributor or by calling (800) 221-7930. The Fund's
Distributor is Funds Distributor, Inc., 60 State Street, Suite 1300, Boston,
Massachusetts 02109, Attention: The JPM Institutional Funds.
Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed
by, Morgan Guaranty Trust Company of New York 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 government agency. The value of an investment
in the Fund may fluctuate and may, at the time it is redeemed, be higher or
lower than the amount originally invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
TATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December , 1996
<PAGE>
Table of Contents
Expense Table 1
Information About the Master-Feeder
Structure 1
Who May Be a Suitable Investor
in the Fund 2
Investment Objective and Policies 2
Additional Investment Practices and
Risks 3
Performance Information Derived
from Private Accounts 5
Management of the Fund and Portfolio 6
Shareholder Inquiries and Services 8
Purchase of Shares 8
Redemption of Shares 9
Exchange of Shares 10
Dividends and Distributions 10
Net Asset Value 10
Taxes 11
Organization 11
Additional Information 12
<PAGE>
Expense Table
An investment in the Fund is not subject to any sales charges or redemption
fees. Operating Expenses described below include the expenses of both the Fund
and the Portfolio. The Trustees believe that the Fund's operating expenses are
approximately equal to or less than would be the case if the Fund did not invest
all of its investable assets in the Portfolio.
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases(1) . . . . . . . . None
Sales Charge Imposed on Reinvested Distributions . . . . . . None
Deferred Sales Load . . . . . . . . . . . . . . . . . . . . . None
Redemption Fees . . . . . . . . . . . . . . . . . . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . None
Annual Operating Expenses(2)
Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . 0.35%
Rule 12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . . None
Other Expenses (after expense limitation) . . . . . . . . . . 0.10%
Total Operating Expenses (after expense limitation) . . . . . 0.45%
- ------------------
1 Certain Eligible Institutions may charge customers fees of varying amounts in
connection with the purchase of shares of the Fund through such Eligible
Institutions.
2 These expenses are based on the estimated expenses and estimated average net
assets for the Fund's first fiscal year and through February 28, 1998, after
applicable expense limitation. Without such expense limitation, the estimated
Other Expenses and Total Operating Expenses would be equal on an annual basis to
0.47% and 0.82% of the average daily net assets of the Fund.
Example
An investor would pay the following expenses on a hypothetical $1,000
investment, assuming a 5% annual return and redemption at the end of each time
period. (The Fund's minimum initial investment is greater than $1,000.)
1 Year. . . . . . . . . . . . . . . . . . . . . . . . . $ 5
3 Years . . . . . . . . . . . . . . . . . . . . . . . . $ 14
The above expense table is designed to assist investors in understanding the
various estimated direct and indirect costs and expenses that investors in the
Fund bear. For a complete description of contractual arrangements and other
expenses applicable to the Fund and the Portfolio, see Management of the Fund
and Portfolio and Shareholder Inquiries and Services -- Shareholder Servicing.
The example is included solely for illustrative purposes and should not be
considered a representation of future performance or expenses. Actual expenses
may be more or less than those shown.
Information About the Master-Feeder Structure
The Fund is a series of an open-end investment company. The Fund seeks to
achieve its investment objective by investing all of its investable assets in
the Portfolio, which has an identical investment objective. The Fund is a feeder
fund
1
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and the Portfolio is the master fund in a so-called master-feeder structure. The
master-feeder structure has been developed relatively recently, so shareholders
should carefully consider this investment approach.
In addition to the Fund, other feeder funds may invest in the Portfolio, and
information about these other feeder funds is available from the Fund's
Distributor. The other feeder funds invest in the Portfolio on the same terms as
the Fund and bear a proportionate share of the Portfolio's expenses. The other
feeder funds may sell shares on different terms and under a different pricing
structure than the Fund, which may produce different performance results.
There are certain risks associated with an investment in a master-feeder
structure. Large scale redemptions by other feeder funds in the Portfolio may
reduce the diversification of the Portfolio's investments, reduce economies of
scale and increase the Portfolio's operating expenses. If the Board of Trustees
of the Portfolio approves a change to the investment objective of the Portfolio
that is not approved by the Fund's Board of Trustees, the Fund would be required
to withdraw its investment in the Portfolio and engage the services of an
investment advisor or find a substitute master fund. Withdrawal of the Fund's
interest in the Portfolio might cause the Fund to incur expenses it would not
otherwise be required to pay.
If the Fund is requested to vote on a matter affecting the Portfolio, the Fund
will call a meeting of its shareholders to vote on the matter. The Fund will
vote on any matter at the meeting of the Portfolio's investors in the same
proportion that the Fund's shareholders voted on the matter. The Fund will vote
the shares held by Fund shareholders who do not vote in the same proportion as
the shares of Fund shareholders who do vote.
Who May Be a Suitable Investor in the Fund
The Fund is designed for investors seeking enhanced total return relative to
that of large and medium sized U.S. companies, typically represented by the
Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index" or the
"Index"). The Portfolio is designed to have a volatility of return similar to
that of the Index. The Portfolio invests in a portfolio of common stocks and
other equity securities of large and medium sized companies broadly diversified
across sectors, industries and issuers. The Fund does not represent a complete
investment program nor is the Fund suitable for all investors.
Investment Objective and Policies
The Fund's investment objective is to provide high total return from a broadly
diversified portfolio of equity securities. Total return will consist of
realized and unrealized capital gains and losses plus income. The Fund seeks to
achieve its objective by investing all of its investable assets in the
Portfolio, which has the same objective as the Fund. The Portfolio invests
primarily in the common stock and other equity securities of large and medium
sized U.S. companies. Since the investment characteristics of the Fund
correspond directly to those of the Portfolio, the following is a discussion of
the investment policies and risks of the Portfolio.
Primary Investments. Under normal market conditions, the Advisor intends to keep
the Portfolio essentially fully invested and at least 65% of its total assets
will be invested in common stocks and other equity securities. Equity securities
include exchange-traded, over-the-counter and unlisted common and preferred
stocks, warrants, rights, convertible securities, depository receipts, trust
certificates, limited partnership interests and equity participations. The
Portfolio may invest to a limited extent in equity securities of foreign
issuers.
How Investments are Selected. The Portfolio seeks to enhance returns exclusively
through the selection of undervalued securities. Based on the insights gained
from the fundamental research of Morgan's equity analysts, Morgan uses a
dividend discount model to value securities and to rank a universe of large and
medium capitalization companies within
2
<PAGE>
industry sectors according to their relative value. Morgan then buys and sells
securities within each industry sector based on this valuation process.
In addition, Morgan uses its disciplined portfolio construction process to seek
to reduce the Portfolio's volatility. Morgan attempts to match the Portfolio to
various risk characteristics of the Index. For instance, Morgan keeps the
industry sector weightings, the average market capitalization and other broad
characteristics of the Portfolio comparable to those of the Index. Finally, the
Portfolio holds a large number of stocks to enhance its diversification.
The S&P 500 Index. The Index is a market weighted compilation of 500 common
stocks selected on a statistical basis by Standard & Poor's. Total return for
the Index assumes reinvestment of dividends. The Index is typically composed of
issues in the following sectors: industrial, financial, public utilities and
transportation. Most stocks that comprise the Index are traded on the New York
Stock Exchange, although some are traded on the American Stock Exchange and in
the over-the-counter market.
Additional Investment Practices and Risks
Warrants and Convertible Securities. Warrants acquired by the Portfolio entitle
it to buy common stock at a specified price and time. Warrants are subject to
the same market risks as stocks, but may be more volatile in price. The
Portfolio's investment in warrants will not entitle it to receive dividends or
exercise voting rights and will become worthless if the warrants cannot be
profitably exercised before their expiration dates. Convertible debt securities
and preferred stock entitle the Portfolio to acquire the issuer's stock by
exchange or purchase for a predetermined rate. Convertible securities are
subject both to the credit and interest rate risks associated with debt
obligations and to the stock market risk associated with equity securities.
Depository Receipts. Depository receipts are typically issued by a U.S. or
foreign bank or trust company and evidence ownership of underlying securities of
a U.S. or foreign issuer. Unsponsored programs are organized independently and
without the cooperation of the issuer of the underlying securities. As a result,
available information concerning the issuer may not be as current as for
sponsored depository instruments and their prices may be more volatile than if
they were sponsored by the issuers of the underlying securities.
Investments in Other Investment Companies. The Portfolio is permitted to invest
up to 10% of its total assets in shares of other investment companies and up to
5% of its total assets in any one investment company as long as that investment
does not represent more than 3% of the total voting stock of the acquired
investment company. Investments in the securities of other investment companies
may involve duplication of advisory fees and other expenses.
Restricted and Illiquid Securities. The Portfolio may invest up to 15% of its
net assets in illiquid securities, including certain restricted and private
placement securities. The price the Portfolio pays for illiquid securities or
receives upon resale may be lower than the price paid or received for similar
securities with a more liquid market. Accordingly, the valuation of these
securities will reflect any limitations on their liquidity. The Portfolio may
also purchase Rule 144A securities eligible for resale to institutional
investors without registration under the Securities Act of 1933. These
securities may be determined to be liquid in accordance with guidelines
established by Morgan and approved by the Trustees. The Trustees will monitor
Morgan's implementation of these guidelines on a periodic basis.
Money Market Instruments. The Portfolio is permitted to invest in money market
instruments although it intends to stay invested in equity securities to the
extent practical in light of its objective. Under normal market conditions, the
Portfolio will purchase money market instruments to invest temporary cash
balances or to maintain liquidity to meet redemptions. However, the Portfolio
may also invest in money market instruments without limitation as a temporary
defensive measure taken in Morgan's judgment during, or in anticipation of,
adverse market conditions. These money
3
<PAGE>
market instruments include obligations issued or guaranteed by the U.S.
Government or any of its agencies and instrumentalities, commercial paper, bank
obligations, repurchase agreements and other debt obligations of U.S. and
foreign issuers. If a repurchase agreement counterparty defaults on its
obligations, the Portfolio may, under some circumstances, be limited or delayed
in disposing of the repurchase agreement collateral to recover its investment.
When-Issued and Forward Commitment Transactions. The Portfolio may purchase
when-issued securities and enter into other forward commitments to purchase or
sell securities. The value of securities purchased on a when-issued or forward
commitment basis may decline between the purchase date and the settlement date.
Futures and Options Transactions. The Portfolio may enter into derivative
contracts to hedge against fluctuations in securities prices, changes in
interest rates or as a substitute for the purchase or sale of securities. The
Portfolio may also use derivative contracts for risk management purposes. See
"Risk Management" in the Statement of Additional Information. The Portfolio may
purchase and sell (write) exchange traded and over-the-counter put and call
options on securities and securities indexes, purchase and sell futures
contracts on securities and securities indexes and purchase and sell (write) put
and call options on futures contracts on securities and securities indexes. Some
options and futures strategies, including selling futures contracts, buying puts
and writing calls, tend to hedge the Portfolio's investments against price
fluctuations. Other strategies, including buying futures contracts, writing puts
and buying calls, tend to increase market exposure. Options and futures
contracts may be combined with each other in order to adjust the risk and return
characteristics of the Portfolio's overall strategy in a manner consistent with
the Portfolio's objective and policies.
All of the Portfolio's transactions in derivative contracts involve a risk of
loss or depreciation due to unanticipated adverse changes in securities prices
The Portfolio may incur liabilities to a counterparty in connection with
transactions in futures contracts and options that may exceed the Portfolio's
initial investment. The Portfolio may also lose the entire premium paid for
purchased options that expire before they can be profitably exercised by the
Portfolio. In addition, the Portfolio incurs transaction costs in opening and
closing positions in derivative contracts.
Derivative contracts may sometimes increase or leverage the Portfolio's exposure
to a particular market risk thereby increasing the price volatility of the
Portfolio. The Portfolio is required to offset the leverage inherent in
derivative contracts by maintaining a segregated account consisting of cash or
liquid securities, by holding offsetting portfolio securities or contracts or by
covering written options.
The Portfolio's success in using derivative contracts to hedge portfolio assets
depends on the degree of price correlation between the derivative contract and
the hedged asset. Imperfect correlation may be caused by several factors,
including temporary price disparities among the trading markets for the
derivative contract, the assets underlying the derivative contract and the
Portfolio's assets.
During periods of extreme market volatility, a commodity or options exchange may
suspend or limit trading in an exchange-traded derivative contract, which may
make the contract temporarily illiquid and difficult to price. The Portfolio's
ability to terminate over-the-counter derivative contracts may depend on the
cooperation of the counterparties to such contracts. For thinly traded
derivative contracts, the only source of price quotations may be the selling
dealer or counterparty. In addition, derivative securities and over-the-counter
derivative contracts involve a risk that the issuer or counterparty will fail to
perform its contractual obligations.
The Portfolio will not engage in a transaction in futures or options on futures
for risk management purposes if, immediately thereafter, the sum of initial
margin deposits and premiums requested to establish risk management positions in
future contracts and options on futures would exceed 5% of the Portfolio's net
assets.
Portfolio Securities Loans. The Portfolio may lend portfolio securities with a
value up to one-third of its total assets. Each loan must be fully
collateralized by cash or other eligible assets. The Portfolio may pay
reasonable fees in connec-
4
<PAGE>
tion with securities loans. Morgan will evaluate the creditworthiness of
prospective institutional borrowers and monitor the adequacy of the collateral
to reduce the risk of default by borrowers.
Borrowing and Reverse Repurchase Agreements. The Portfolio may (1) borrow money
from banks solely for temporary or emergency (but not for leverage) purposes and
(2) enter into reverse repurchase agreements for any purpose. The aggregate
amount of such borrowings and reverse repurchase agreements may not exceed
one-third of the Portfolio's total assets less liabilities (other than
borrowings). For the purposes of the Investment Company Act of 1940 (the "1940
Act"), reverse repurchase agreements are considered a form of borrowing by the
Portfolio and, therefore, a form of leverage. Leverage may cause any gains or
losses of the Portfolio to be magnified.
Short-Term Trading. The Portfolio will sell a portfolio security without regard
to the length of time such security has been held if, in the Advisor's view, the
security meets the criteria for disposal. The portfolio turnover rate of the
Portfolio may be in excess of 100%. A high portfolio turnover rate involves
higher costs to the Portfolio in the form of dealer spreads and brokerage
commissions. This policy is subject to certain requirements for qualification of
the Fund as a regulated investment company under the Internal Revenue Code of
1986, as amended (the "Code").
Portfolio Diversification and Concentration. The Portfolio is diversified and
therefore may not, with respect to 75% of its total assets (i) invest more than
5% of its total assets in the securities of any one issuer, other than U.S.
Government securities, or (2) acquire more than 10% of the outstanding voting
securities of any one issuer. The Portfolio will not concentrate (invest 25% or
more of its total assets) in the securities of issuers in any one industry.
Investment Policies and Restrictions. Except as otherwise stated in this
Prospectus or the Statement of Additional Information, the Fund's and the
Portfolio's investment objective, policies and restrictions are not fundamental
and may be changed without shareholder approval. Fund shareholders will be given
30 days' notice prior to any change to either the Fund's or the Portfolio's
investment objective.
Performance Information Derived from Private Accounts
The Fund has not commenced operations and has no investment performance record.
However, the Fund's investment objective and policies and the Portfolio's
strategies will be substantially similar to those employed by the Advisor and
its affiliates with respect to certain discretionary investment management
accounts under their management ("Private Accounts"). The chart below shows the
historical investment performance for a composite of these Private Accounts
("Private Account Composite").
The investment performance of the Private Account Composite does not represent
the Fund's performance nor should it be interpreted as indicative of the Fund's
future performance. The accounts in the Private Account Composite are not
subject to the investment limitations, diversification requirements and other
restrictions imposed on registered mutual funds by the 1940 Act and the Code. If
the accounts included in the Private Account Composite had been subject to the
requirements imposed on mutual funds, their performance might have been lower.
The investment performance results of the Private Account Composite reflect the
deduction of the Fund's total annual operating expenses, estimated at 0.45%. The
Fund's estimated total annual operating expenses are higher than the highest
investment advisory fee charged to any private account in the Private Account
Composite. The Private Account Composite performance figures are time-weighted
rates of return which include all income and accrued income and realized and
unrealized gains or losses.
5
<PAGE>
TOTAL RETURNS AVERAGE ANNUAL TOTAL RETURNS
THREE ONE FIVE SINCE
MONTHS YEAR YEARS INCEPTION*
AS OF SEPTEMBER 30, 1996
Private Account Composite........ 2.76% 20.72% 16.07% 14.80%
S&P 500 Index.................... 3.09% 20.33% 15.23% 14.00%
AS OF OCTOBER 31, 1996
Private Account Composite........ 10.27% 24.30% 16.50% 15.01%
S&P 500 Index.................... 10.83% 24.09% 15.55% 14.27%
*November 1, 1989.
Annual Total Returns for the Year Ended December 31,
1995 1994 1993 1992 1991 1990
Private Account Composite.. 37.87% 2.21% 10.20% 11.75% 30.39% -2.94%
S&P 500 Index.............. 37.58% 1.32% 10.08% 7.62% 30.47% -3.11%
The Private Account Composite includes all discretionary accounts managed by the
Advisor and its affiliates invested solely in equity securities of large and
medium sized companies using the same investment strategy that the Advisor will
employ on behalf of the Portfolio. The inception date for the Private Account
Composite was November 1, 1989. (Prior to January 1, 1993, when the Association
for Investment Management and Research (AIMR) performance presentation
requirements went into effect, the Advisor's composites may not have included
all discretionary accounts.)
Management of the Fund and Portfolio
Trustees. The Fund is a series of The JPM Institutional Funds (the "Trust") and
the Portfolio is a subtrust of The Series Portfolio (the "Portfolio Trust"). The
Trustees of the Trust and the Portfolio Trust decide upon matters of general
policy and review the actions of Morgan and other service providers. The
Trustees of the Trust and the Portfolio Trust are identified below. A majority
of the non-interested Trustees have adopted written procedures to deal with any
potential conflicts of interest that may arise because the same persons are
Trustees of both the Trust and the Portfolio Trust.
Frederick S. Addy . . . . . . . Former Executive Vice President and Chief
Financial Officer, Amoco Corporation
William G. Burns . . . . . . . Former Vice Chairman of the Board and Chief
Financial Officer, NYNEX Corporation
Arthur C. Eschenlauer . . . . . Former Senior Vice President, Morgan
Guaranty Trust Company of New York
Matthew Healey . . . . . . . . Chairman and Chief Executive Officer of the
Trust and the Portfolio Trust; Chairman,
Pierpont Group, Inc.
Michael P. Mallardi . . . . . . Former Senior Vice President, Capital
Cities/ABC, Inc. and President, Broadcast
Group
6
<PAGE>
Advisor. The Fund has not retained the services of an investment advisor because
the Fund seeks to achieve its investment objective by investing all of its
investable assets in the Portfolio. The Portfolio has retained the services of
Morgan as investment advisor. Morgan provides investment advice and portfolio
management services to the Portfolio. Subject to the supervision of the
Trustees, Morgan makes the Portfolio's day-to-day investment decisions, arranges
for the execution of portfolio transactions and generally manages the
Portfolio's investments.
Morgan, with principal offices at 60 Wall Street, New York, NY 10260, is a New
York trust company that conducts a general banking and trust business. Morgan is
a wholly owned subsidiary of J.P. Morgan & Co. Incorporated ("J.P. Morgan"), a
bank holding company organized under the laws of Delaware. Through offices in
New York City and abroad, J.P. Morgan, through the Advisor and other
subsidiaries, offers a wide range of services to governmental, institutional,
corporate and individual customers and acts as investment advisor to individual
and institutional clients with combined assets under management of over
$197 billion (of which the Advisor advises over $30 billion).
Morgan uses a sophisticated, disciplined, collaborative process for managing all
asset classes. For equity portfolios, this process utilizes fundamental
research, systematic stock selection and disciplined portfolio construction.
Morgan believes that the market price of a security will, over time, move
towards its fundamental value, notwithstanding short-term fluctuations in price.
Morgan maintains an active presence in all of the world's leading financial
markets and employs over 100 full-time analysts devoted to economic research for
its clients.
James C. Wiess, Vice President, is primarily responsible for the day-to-day
management and implementation of Morgan's investment process for the Portfolio.
Mr. Wiess has been employed by Morgan since 1992. Prior to 1992, he worked for
Oppenheimer & Co., Inc.
As compensation for the services rendered and related expenses borne by Morgan
under its investment advisory agreement with the Portfolio, the Portfolio has
agreed to pay Morgan a fee which is computed daily and may be paid monthly at
the annual rate of 0.35% of the Portfolio's average daily net assets.
Investments in the Fund are not deposits or obligations of, or guaranteed or
endorsed by, Morgan Guaranty Trust Company of New York or any other bank.
Co-Administrator. Pursuant to Co-Administration Agreements with the Trust and
the Portfolio Trust, Funds Distributor, Inc. ("FDI") serves as the
Co-Administrator for the Fund and the Portfolio. FDI (i) provides office space,
equipment and clerical personnel for maintaining the organization and books and
records of the Fund and the Portfolio; (ii) provides officers for the Trust and
the Portfolio Trust; (iii) prepares and files documents required for
notification of state securities administrators; (iv) reviews and files
marketing and sales literature; (v) files Portfolio regulatory documents and
mails Portfolio communications to Trustees and investors; and (vi) maintains
related books and records.
For its services under the Co-Administration Agreements, each of the Fund and
the Portfolio has agreed to pay FDI fees equal to its allocable share of an
annual complex-wide charge of $425,000 plus FDI's out-of-pocket expenses. The
amount allocable to the Fund or the Portfolio is based on the ratio of its net
assets to the aggregate net assets of the Trust, the Portfolio Trust and
certain other registered investment companies subject to similar agreements
with FDI.
Administrative Services Agent. Pursuant to Administrative Services Agreements
with the Trust and the Portfolio Trust, Morgan provides administrative and
related services to the Fund and the Portfolio, including services related to
tax compliance, preparation of financial statements, calculation of performance
data, oversight of service providers and certain regulatory and Board of
Trustees matters.
Under the Administrative Services Agreements, each of the Fund and the Portfolio
has agreed to pay Morgan fees equal to its allocable share of an annual
complex-wide charge. This charge is calculated daily based on the aggregate net
assets
7
<PAGE>
of the Portfolio, the other portfolios in which series of the Trust or
The JPM Pierpont Funds invest and JPM Series Trust and in accordance with the
following annual schedule: 0.09% on the first $7 billion of their aggregate
average daily net assets and 0.04% of their average daily net assets in excess
of $7 billion.
Distributor. FDI, a registered broker-dealer, also serves as the Distributor of
shares of the Fund. FDI is a wholly owned indirect subsidiary of Boston
Institutional Group, Inc. FDI's principal business address is 60 State Street,
Suite 1300, Boston, Massachusetts 02109.
Fund Services Agreement. Pursuant to Fund Services Agreements with the Trust and
the Portfolio Trust, Pierpont Group, Inc. ("PGI"), 461 Fifth Avenue, New York,
New York 10017, assists the Trustees in exercising their overall supervisory
responsibilities for the affairs of the Trust and the Portfolio Trust. PGI
provides these services for a fee approximating its reasonable cost.
Custodian and Transfer Agent. State Street Bank and Trust Company ("State
Street"), 225 Franklin Street, Boston, Massachusetts 02110, serves as the
custodian and fund accounting agent for the Fund and the Portfolio and as the
Fund's transfer and dividend disbursing agent. State Street keeps the books of
account for the Fund and the Portfolio.
Expenses. In addition to the fees payable to the service providers identified
above, the Fund and the Portfolio are responsible for usual and customary
expenses associated with their respective operations. These include, among other
things, organization expenses, legal fees, audit and accounting expenses,
insurance costs, the compensation and expenses of the Trustees, interest, taxes
and extraordinary expenses (such as for litigation). For the Fund, such expenses
also include printing and mailing reports, notices and proxy statements to
shareholders and registration fees under federal and state securities laws. For
the Portfolio, such expenses also include registration fees under foreign
securities laws and brokerage commissions.
Morgan has agreed that it will, at least through February 28, 1998, maintain the
Fund's total operating expenses (which includes expenses of the Fund and the
Portfolio) at the annual rate of 0.45% of the Fund's average daily net assets.
This expense limitation does not cover extraordinary expenses during the period.
Shareholder Inquiries and Services
Shareholders may call J.P. Morgan Funds Services at (800) 766-7722 for
information about the Fund and assistance with shareholder transactions.
Shareholder Servicing. Under a shareholder servicing agreement with the Trust,
Morgan, acting directly or through an agent (designated as an Eligible
Institution), provides account administration and personal and account
maintenance services to Fund shareholders. These services include assisting in
the maintenance of accurate account records; processing orders to purchase and
redeem shares of the Fund; and responding to shareholder inquiries. The Fund has
agreed to pay Morgan a fee for these services at an annual rate of 0.10% of the
average daily net assets of the Fund.
The Fund may be sold to or through Eligible Institutions, including financial
institutions and broker-dealers, that may be paid fees by Morgan or its
affiliates for services provided to their clients that invest in the Fund. See
Eligible Institutions. Organizations that provide recordkeeping or other
services to certain employee benefit or retirement plans that include the Fund
as an investment alternative may also be paid a fee.
The business days of the Fund and the Portfolio are the days the New York Stock
Exchange is open.
Purchase of Shares
Method of Purchase. Investors may open accounts with the Fund only through the
Distributor. All purchase transactions in Fund accounts are processed by Morgan
as shareholder servicing agent and the Fund is authorized to accept any
instructions relating to the Fund account from Morgan as shareholder servicing
agent for the customer. All purchase orders must be accepted by the Fund's
Distributor. Investors must be customers of Morgan or an Eligible Institution.
Investors may also be employer-sponsored retirement plans that have designated
the Fund as an investment option for the plans. Prospective investors who are
not already customers of Morgan may apply to become customers of Morgan for the
8
<PAGE>
sole purpose of Fund transactions. There are no charges associated with becoming
a Morgan customer for this purpose. Morgan reserves the right to determine the
customers that it will accept, and the Fund reserves the right to determine the
purchase orders that it will accept.
Minimum Investment Requirements. The Fund requires a minimum initial investment
of $1,000,000. The minimum subsequent investment is $25,000. These minimum
investment requirements may be waived for certain investors including investors
for whom the Advisor is a fiduciary, or who maintain related accounts with the
Fund, other JPM Institutional funds or with the Advisor or who make investments
for a group of clients, such as financial advisors, trust companies and
investment advisors, or who maintain retirement accounts with the Fund.
Purchase Price and Settlement. The Fund's shares are sold on a continuous basis
without a sales charge at the net asset value next determined after receipt of
an order. Prospective investors may purchase shares with the assistance of an
Eligible Institution that may establish its own terms, conditions and charges.
To purchase Fund shares, investors should request their Morgan representative
(or a representative of their Eligible Institution) to assist them in placing a
purchase order with the Fund's Distributor and to transfer immediately available
funds to the Fund's Distributor on the next business day. Any shareholder may
also call J.P. Morgan Funds Services at (800) 766-7722 for assistance in placing
an order for shares. If the Fund or its agent receives a purchase order prior to
4:00 P.M. New York time on any business day, the purchase of Fund shares is
effective and is made at the net asset value determined that day, and the
purchaser becomes a holder of record on the next business day upon the Fund's
receipt of payment in immediately available funds. If the Fund or its agent
receives a purchase order after 4:00 P.M. New York time, the purchase is
effective and is made at the net asset value determined on the next business
day, and the purchase becomes a holder of record on the following business day
upon the Fund's receipt of payment.
Eligible Institutions. Shares may be sold to or through Eligible Institutions,
including financial institutions and broker-dealers, that may be paid fees by
Morgan or its affiliates for services provided to their clients that invest in
the Fund. Organizations that provide recordkeeping or other services to certain
employee benefit or retirement plans that include the Fund as an investment
alternative may also be paid a fee.
The services provided by Eligible Institutions may include establishing and
maintaining shareholder accounts, processing purchase and redemption
transactions, arranging for bank wires, performing shareholder subaccounting,
answering client inquiries regarding the Trust, assisting clients in changing
dividend options, account designations and addresses, providing periodic
statements showing the client's account balance and integrating these statements
with those of other transactions and balances in the client's other accounts
serviced by the Eligible Institution, transmitting proxy statements, periodic
reports, updated prospectuses and other communications to shareholders and, with
respect to meetings of shareholders, collecting, tabulating and forwarding
executed proxies and obtaining such other information and performing such other
services as Morgan or the Eligible Institution's clients may reasonably request
and agree upon with the Eligible Institution.
Although there is no sales charge levied directly by the Fund, Eligible
Institutions may establish their own terms and conditions for providing their
services and may charge investors a transaction-based or other fee for their
services. Such charges may vary among Eligible Institutions but in all cases
will be retained by the Eligible Institution and not remitted to the Fund or
Morgan.
Redemption of Shares
Method of Redemption. To redeem Fund shares, an investor may instruct Morgan
or his or her Eligible Institution, as appropriate, to submit a redemption
request to the Fund or may telephone J.P. Morgan Funds Services directly at
9
<PAGE>
(800) 766-7722 and give the Shareholder Service Representative a preassigned
shareholder Personal Identification Number and the amount of the redemption. The
Fund executes effective redemption requests at the next determined net asset
value per share ("NAV"). See Net Asset Value.
A redemption request received by the Fund or its agent prior to 4:00 P.M. New
York time is effective on that day. A redemption request received after that
time becomes effective on the next business day . Cash proceeds of an effective
redemption are generally deposited the next business day in immediately
available funds to the shareholder's account at Morgan or at his Eligible
Institution or, in the case of certain Morgan customers, are mailed by check or
wire transferred in accordance with the customer's instructions , and, subject
to Further Redemption Information below, in any event are paid within seven
days.
Other Redemption Processing Information. Redemption requests may not be
processed if the redemption request is not submitted in proper form. A
redemption request is not in proper form unless the Fund has received the
shareholder's certified taxpayer identification number and address. In addition,
if shares were paid for by check and the check has not yet cleared, redemption
proceeds will not be transmitted until the check has cleared, which may take up
to 15 days. The Fund reserves the right to suspend the right of redemption or
postpone the payment of redemption proceeds to the extent permitted by the
Securities and Exchange Commission.
Mandatory Redemption. If a redemption of shares reduces the value of a
shareholder's account balance below the required initial minimum investment, the
Fund may redeem the remaining shares in the account 60 days after providing
written notice to the shareholder of the mandatory redemption. An account will
not be subject to mandatory redemption if the shareholder purchases sufficient
shares during the 60 day period to increase the account balance to the required
minimum investment amount.
Exchange of Shares
Shares of the Fund may be exchanged for shares of any of The JPM Pierpont Funds
or The JPM Institutional Funds at net asset value without a sales charge.
Shareholders should read the prospectus of the fund into which they are
exchanging and may only exchange between funds that are registered in the same
name, address and taxpayer identification number. After the exchange,
shareholders must meet the minimum investment requirements for the fund in which
they are then investing. An exchange is a redemption of shares from one fund and
a purchase of shares in another and is therefore a taxable transaction that may
have tax consequences . The Fund reserves the right to discontinue, alter or
limit the exchange privilege at any time. Exchanges are available only in states
where an exchange may legally be made.
Dividends and Distributions
The Fund's net investment income and realized net capital gains, if any, will be
distributed at least annually. Dividends and distributions will be payable to
shareholders of record on the record date. The Fund's dividends and
distributions are paid in additional Fund shares unless the shareholder elects
to have them paid in cash. The tax treatment of dividends and distributions is
the same whether they are paid in shares or cash. Cash dividends and
distributions are either (1) credited to the shareholder's account at Morgan or
the shareholder's Eligible Institution or (2) in the case of certain Morgan
clients, paid by a check mailed in accordance with the client's
instructions.
Net Asset Value
The Fund computes its NAV at 4:15 p.m. New York time on each weekday that is not
a holiday listed in the Statement of Additional Information (a "business day").
The NAV is determined by subtracting from the value of the Fund's total
10
<PAGE>
assets (the value of the Fund's investment in the Portfolio, plus any cash or
other assets of the Fund) the amount of its liabilities and dividing the
remainder by the number of outstanding shares.
Taxes
The Fund intends to elect to be treated as a regulated investment company under
Subchapter M of the Code . To qualify as such, the Fund must satisfy certain
requirements relating to the sources of its income, diversification of its
assets and distribution of its income to shareholders. As a regulated investment
company, the Fund will not be subject to federal income or excise tax on any net
investment income and net realized capital gains that are distributed to
shareholders in accordance with certain timing requirements of the Code.
Dividends paid by the Fund from net investment income, certain net foreign
currency gains, and the excess of net short-term capital gain over net long term
capital loss will be taxable to its shareholders as ordinary income.
Distributions paid by the Fund from the excess of net long-term capital gain
over net short-term capital loss and designated as "capital gain dividends" will
be taxable as long-term capital gains regardless of how long shareholders have
held their shares. These tax consequences will apply whether distributions are
received in additional shares or in cash. The Fund's dividends that are paid to
its corporate shareholders and are attributable to qualifying dividends received
by the Portfolio from U.S. domestic corporations may be eligible, in the hands
of these corporate shareholders, for the corporate dividends-received deduction,
subject to certain holding period requirements and debt financing limitations
under the Code. Shareholders will be informed annually about the amount and
character, for federal income tax purposes, of distributions received from the
Fund.
The Fund anticipates that it may be required to pay foreign taxes on its income
from certain foreign investments, which will reduce its return from those
investments. The Fund will not be eligible to pass through any foreign taxes to
its shareholders, who therefore will not directly take such taxes into account
on their own tax returns.
Investors should consider the adverse tax implications of buying shares
immediately before a distribution. Investors who purchase shares shortly before
the record date for a distribution will pay a per share price that includes the
value of the anticipated distribution and will be taxed on the distribution even
though the distribution represents a return of a portion of the purchase price.
Redemptions of shares, whether for cash or in-kind, are taxable events on which
a shareholder may recognize a gain or loss and may be subject to special tax
rules if the redeemed shares were held less than six months or if a reinvestment
occurs. Individuals and certain other shareholders may be subject to 31% backup
withholding of federal income tax on distributions and redemptions if they fail
to furnish their correct taxpayer identification number and certain
certifications or if they are otherwise subject to backup withholding.
In addition to federal taxes, a shareholder may be subject to state, local or
other taxes on Fund distributions, redemptions or exchanges of shares of the
Fund, or the value of their Fund investment. Shareholders are urged to consult
their own tax advisors concerning specific questions about federal, state and
local, or other taxes.
Organization
The Trust was organized on November 4, 1992 as a Massachusetts business trust.
The Trust currently has 18 series of shares, including the Fund, that are
offered to the public.
Shareholders of the Fund are entitled to one full or fractional vote for each
share of the Fund. There is no cumulative voting and shares have no preemption
or conversion rights. The Trust does not intend to hold annual meetings of
11
<PAGE>
shareholders. The Trustees will call special meetings of shareholders to the
extent required by the Trust's Declaration of Trust or the 1940 Act. The 1940
Act requires the Trustees, under certain circumstances, to call a meeting to
allow shareholders to vote on the removal of a Trustee and to assist
shareholders in communicating with each other.
Additional Information
Shareholder Reports and Confirmations. The Fund sends to its shareholders annual
and semiannual reports. The financial statements appearing in annual reports are
audited by independent accountants. Shareholders will also be sent confirmations
of each purchase and redemption transaction and monthly statements reflecting
all account activity.
Telephone Transactions. All shareholders are entitled to initiate redemptions
and other transactions by telephone. However, a transaction authorized by
telephone and reasonably believed by the Fund, Morgan, an Eligible Institution
or the Distributor to be genuine may result in a loss to the investor if the
transaction is not in fact genuine. The Fund will employ reasonable procedures
to confirm that investor instructions communicated by telephone are genuine.
These include requiring investors to give their personal identification numbers
and tape recording telephone instructions. If these procedures are not followed,
the Fund, Morgan, the investor's Eligible Institution or the Distributor may be
liable for any losses resulting from unauthorized or fraudulent instructions.
Performance Advertising. The Fund may advertise historical performance
information and compare its performance to other investments or relevant
indexes. An advertisement may also include data supplied by Lipper Analytical
Services, Inc., Micropal Inc., Morningstar Inc., Ibbotson Associates and other
industry publications.
The Fund may advertise average annual total return and other forms of total
return data. Average annual total return is determined by computing the average
annual percentage change in value of $1,000 invested at NAV for specified
periods ending with the most recent calendar quarter. The total return
calculation assumes a complete redemption of the investment at the end of the
relevant period. The Fund may also advertise total return on a cumulative,
average, year-by-year or other basis for specified periods. The investment
results of the Fund will fluctuate over time and should not be considered a
representation of the Fund's performance in the future.
Performance information may be obtained by calling Morgan at (800) 766-7222.
12
<PAGE>
The JPM Institutional Disciplined Equity Fund
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Trust or the Distributor. This Prospectus does
not constitute an offer by the Trust or by the Distributor to sell or a
solicitation of any offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful for the Trust or the
Distributor to make such an offer in such jurisdiction.
Prospectus
December , 1996
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
The following financial statements are included in Part A:
None.
The following financial statements are incorporated by reference into Part B:
The JPM Institutional Money Market Fund
Statement of Assets and Liabilities at November 30, 1995
Statement of Operations for the fiscal year ended November 30, 1995
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements November 30, 1995
Statement of Assets and Liabilities at May 31, 1996 (unaudited)
Statement of Operations for the six months ended May 31, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements May 31, 1996 (unaudited)
The Money Market Portfolio
Schedule of Investments at November 30, 1995
Statement of Assets and Liabilities at November 30, 1995
Statement of Operations for the fiscal year ended November 30, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements November 30, 1995
Schedule of Investments at May 31, 1996 (unaudited)
Statement of Assets and Liabilities at May 31, 1996 (unaudited)
Statement of Operations for the six months ended May 31, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements May 31, 1996 (unaudited)
The JPM Institutional Tax Exempt Money Market Fund
Statement of Assets and Liabilities at August 31, 1995
Statement of Operations for the fiscal year ended August 31, 1995
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements August 31, 1995
Statement of Assets and Liabilities at February 28, 1996 (unaudited)
Statement of Operations for the six months ended February 28, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements February 28, 1996 (unaudited)
The Tax Exempt Money Market Portfolio
Schedule of Investments at August 31, 1995
Statement of Assets and Liabilities at August 31, 1995
Statement of Operations for the fiscal year ended August 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements August 31, 1995
Schedule of Investments at February 28, 1996 (unaudited)
C-1
<PAGE>
Statement of Assets and Liabilities at February 28, 1996 (unaudited)
Statement of Operations for the six months ended February 28, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements February 28, 1996 (unaudited)
The JPM Institutional Treasury Money Market Fund
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements October 31, 1995
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The Treasury Money Market Portfolio
Schedule of Investments at October 31, 1995
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements October 31, 1995
Schedule of Investments at April 30, 1996 (unaudited)
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The JPM Institutional Short Term Bond Fund
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements October 31, 1995
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The Short Term Bond Portfolio
Schedule of Investments at October 31, 1995
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements October 31, 1995
Schedule of Investments at April 30, 1996 (unaudited)
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The JPM Institutional Bond Fund
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
C-2
<PAGE>
Financial Highlights
Notes to Financial Statements October 31, 1995
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The U.S. Fixed Income Portfolio
Schedule of Investments at October 31, 1995
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements October 31, 1995
Schedule of Investments at April 30, 1996 (unaudited)
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The JPM Institutional Tax Exempt Bond Fund
Statement of Assets and Liabilities at August 31, 1995
Statement of Operations for the fiscal year ended August 31, 1995
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements August 31, 1995
Statement of Assets and Liabilities at February 28, 1996 (unaudited)
Statement of Operations for the six months ended February 28, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements February 28, 1996 (unaudited)
The Tax Exempt Bond Portfolio
Schedule of Investments at August 31, 1995
Statement of Assets and Liabilities at August 31, 1995
Statement of Operations for the fiscal year ended August 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements August 31, 1995
Schedule of Investments at February 28, 1996 (unaudited)
Statement of Assets and Liabilities at February 28, 1996 (unaudited)
Statement of Operations for the six months ended February 28, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements February 28, 1996 (unaudited)
The JPM Institutional Selected U.S. Equity Fund
Statement of Assets and Liabilities at May 31, 1996
Statement of Operations for the Fiscal Year Ended May 31, 1996
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements May 31, 1996
The Selected U.S. Equity Portfolio
Schedule of Investments at May 31, 1996
Statement of Assets and Liabilities at May 31, 1996
Statement of Operations for the Fiscal Year Ended May 31, 1996
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements May 31, 1996
C-3
<PAGE>
The JPM Institutional U.S. Small Company Fund
Statement of Assets and Liabilities at May 31, 1996
Statement of Operations for the Fiscal Year Ended May 31, 1996
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements May 31, 1996
The U.S. Small Company Portfolio
Schedule of Investments at May 31, 1996
Statement of Assets and Liabilities at May 31, 1996
Statement of Operations for the Fiscal Year Ended May 31, 1996
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements May 31, 1996
The JPM Institutional International Equity Fund
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements October 31, 1995
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The Non-U.S. Equity Portfolio
Schedule of Investments at October 31, 1995
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements October 31, 1995
Schedule of Investments at April 30, 1996 (unaudited)
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The JPM Institutional Diversified Fund
Statement of Assets and Liabilities at June 30, 1996
Statement of Operations for the Fiscal Year Ended June 30, 1996
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements June 30, 1996
The Diversified Portfolio
Schedule of Investments at June 30, 1996
Statement of Assets and Liabilities at June 30, 1996
Statement of Operations for the Fiscal Year Ended June 30, 1996
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements June 30, 1996
The JPM Institutional Emerging Markets Equity Fund
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements October 31, 1995
C-4
<PAGE>
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The Emerging Markets Equity Portfolio
Schedule of Investments at October 31, 1995
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements October 31, 1995
Schedule of Investments at April 30, 1996 (unaudited)
Statement of Assets and Liabilities at April 30, 1996 (unaudited)
Statement of Operations for the six months ended April 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements April 30, 1996 (unaudited)
The JPM Institutional New York Total Return Bond Fund
Statement of Assets and Liabilities at March 31, 1996
Statement of Operations for the fiscal year ended March 31, 1996
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements March 31, 1996
The New York Total Return Bond Portfolio
Schedule of Investments at March 31, 1996
Statement of Assets and Liabilities at March 31, 1996
Statement of Operations for the fiscal year ended March 31, 1996
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements March 31, 1996
The JPM Institutional International Bond Fund
Statement of Assets and Liabilities at September 30, 1995
Statement of Operations For the period ended September 30, 1995
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements September 30, 1995
Statement of Assets and Liabilities at March 31, 1996 (unaudited)
Statement of Operations for the six months ended March 31, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements March 31, 1996 (unaudited)
The Non-U.S. Fixed Income Portfolio
Schedule of Investments at September 30, 1995
Statement of Assets and Liabilities at September 30, 1995
Statement of Operations For the six period ended September 30, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements September 30, 1995
Schedule of Investments at March 31, 1996 (unaudited)
Statement of Assets and Liabilities at March 31, 1996 (unaudited)
Statement of Operations for the six months ended March 31, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements March 31, 1996 (unaudited)
C-5
<PAGE>
The JPM Institutional Japan Equity Fund
Statement of Assets and Liabilities at June 30, 1996 (unaudited)
Statement of Operations for the period February 29, 1996 (commencement of
operations) through June 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements June 30, 1996 (unaudited)
The Japan Equity Portfolio
Schedule of Investments at December 31, 1995
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations for the period March 28, 1995 (commencement of
operations) through December 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements December 31, 1995
Schedule of Investments at June 30, 1996 (unaudited)
Statement of Assets and Liabilities at June 30, 1996 (unaudited)
Statement of Operations for the six months ended June 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements June 30, 1996 (unaudited)
The JPM Institutional European Equity Fund
Statement of Assets and Liabilities at June 30, 1996 (unaudited)
Statement of Operations for the period February 29, 1996 (commencement of
operations) through June 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements June 30, 1996 (unaudited)
The European Equity Portfolio
Schedule of Investments at December 31, 1995
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations for the period March 28, 1995 (commencement of
operations) through December 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements December 31, 1995
Schedule of Investments at June 30, 1996 (unaudited)
Statement of Assets and Liabilities at June 30, 1996 (unaudited)
Statement of Operations for the six months ended June 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements June 30, 1996 (unaudited)
The JPM Institutional Asia Growth Fund
Statement of Assets and Liabilities at June 30, 1996 (unaudited)
Statement of Operations for the period February 29, 1996 (commencement of
operations) through June 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Financial Highlights (unaudited)
Notes to Financial Statements June 30, 1996 (unaudited)
The Asia Growth Portfolio
Schedule of Investments at December 31, 1995
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations for the period April 4, 1995 (commencement of
operations) through December 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements December 31, 1995
C-6
<PAGE>
Schedule of Investments at June 30, 1996 (unaudited)
Statement of Assets and Liabilities at June 30, 1996 (unaudited)
Statement of Operations for the six months ended June 30, 1996 (unaudited)
Statement of Changes in Net Assets (unaudited)
Supplementary Data (unaudited)
Notes to Financial Statements June 30, 1996 (unaudited)
(b) Exhibits
1. Declaration of Trust, as amended, was filed as Exhibit No. 1
to Post-Effective Amendment No. 25 to the Registration
Statement filed on September 26, 1996.
1(a). Amendment No. 5 to Declaration of Trust; Fifth Amended
and Restated Establishment and Designation of Series
of Shares of Beneficial Interest.**
2. Restated By-Laws of the Registrant were filed as Exhibit 2
to Post-Effective Amendment No. 16 to the Registration
Statement filed on June 15, 1995.
4. Form of Share Certificate was filed as Exhibit 4 to
Post-Effective Amendment No. 13 to the Registration
Statement filed on November 1,1994 ("Post-Effective
Amendment No. 13").
6. Form of Distribution Agreement between Registrant and Funds
Distributor, Inc. ("FDI") was filed as Exhibit 6 to
Post-Effective Amendment No. 23 to the Registration
Statement filed on July 31, 1996 ("Post-Effective Amendment
No. 23").
8. Custodian Contract between Registrant and State Street Bank
and Trust Company ("State Street") was filed as Exhibit 8
to Post-Effective Amendment No. 13.
9(a). Form of Co-Administration Agreement between Registrant
and FDI was filed as Exhibit 9(a) to Post-Effective
Amendment No. 23.
9(b). Restated Shareholder Servicing Agreement between
Registrant and Morgan Guaranty Trust Company of New
York ("Morgan Guaranty") was filed as Exhibit 9(b) to
Post-Effective Amendment No. 21 to the Registration
Statement filed on February 27, 1996.
9(c). Transfer Agency and Service Agreement between
Registrant and State Street was filed as Exhibit 9(c)
to Post-Effective Amendment No. 13.
9(d). Form of Restated Administrative Services Agreement
between Registrant and Morgan Guaranty was filed as
Exhibit 9(d) to Post-Effective Amendment No. 23.
9(e). Form of Fund Services Agreement, as amended, between
Registrant and Pierpont Group, Inc. was filed as
Exhibit 9(e) to Post-Effective Amendment No. 23.
10. Opinion and consent of Sullivan & Cromwell was filed as
Exhibit No. 10 to Pre-Effective Amendment No. 1 to the
Registration Statement filed on December 30, 1992.
11. Consents of independent accountants.**
13. Purchase Agreement was filed as Exhibit No. 13 to
Pre-Effective Amendment No. 1 to the Registration Statement
filed on December 30, 1992.
C-7
<PAGE>
16. Schedule for computation of performance quotations was
filed as Exhibit 16 to Post-Effective Amendment No. 10 to
the Registration Statement filed on June 10, 1994.
17. Financial Data Schedules.*
18. Powers of Attorney were filed as Exhibit No. 18 to
Post-Effective Amendment No. 24 to the Registration
Statement filed on September 11, 1996.
- -------------------
*Filed herewith.
**To be filed by amendment.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
Shares of Beneficial Interest ($0.001 par value).
Title of Class: Number of record holders as of November 30, 1996.
The JPM Institutional Money Market Fund: 238
The JPM Institutional Treasury Money Market Fund: 56
The JPM Institutional Bond Fund: 171
The JPM Institutional Diversified Fund: 70
The JPM Institutional U.S. Small Company Fund: 483
The JPM Institutional International Equity Fund: 582
The JPM Institutional Emerging Markets Equity Fund: 669
The JPM Institutional International Bond Fund: 45
The JPM Institutional Short Term Bond Fund: 47
The JPM Institutional Selected U.S. Equity Fund: 144
The JPM Institutional Tax Exempt Money Market Fund: 108
The JPM Institutional Tax Exempt Bond Fund: 173
The JPM Institutional New York Total Return Bond Fund: 82
The JPM Institutional European Equity Fund: 28
The JPM Institutional Japan Equity Fund: 28
The JPM Institutional Asia Growth Fund: 38
The JPM Institutional Disciplined Equity Fund: 0
The JPM Institutional International Opportunities Fund: 0
The JPM Institutional Global Strategic Income Fund: 0
ITEM 27. INDEMNIFICATION.
Reference is made to Section 5.3 of Registrant's Declaration of Trust and
Section 5 of Registrant's Distribution Agreement.
Registrant, its Trustees and officers are insured against certain expenses in
connection with the defense of claims, demands, actions, suits, or proceedings,
and certain liabilities that might be imposed as a result of such actions, suits
or proceedings.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act"), may be permitted to directors, trustees,
officers and controlling persons of the Registrant and the principal underwriter
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, trustee, officer, or controlling person of the Registrant
C-8
<PAGE>
and the principal underwriter in connection with the successful defense of any
action, suite or proceeding) is asserted against the Registrant by such
director, trustee, officer or controlling person or principal underwriter in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Not Applicable.
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) FDI, located at 60 State Street, Suite 1300, Boston, Massachusetts 02109, is
the principal underwriter of the Registrant's shares. FDI is an indirectly
wholly owned subsidiary of Boston Institutional Group, Inc., a holding company,
all of whose outstanding shares are owned by key employees. FDI is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended.
FDI acts as principal underwriter of the following investment companies other
than the Registrant:
BJB Investment Funds
Foreign Fund, Inc.
Fremont Mutual Funds
H.T. Insight Funds, Inc.
The Harris Insight Funds Trust
LKCM Fund
The Munder Funds, Inc.
The Munder Funds Trust
The PanAgora Institutional Funds
RCM Capital Funds, Inc.
RCM Equity Funds, Inc.
Skyline Funds
St. Clair Funds, Inc.
Waterhouse Investors Cash Management Funds, Inc.
The JPM Advisor Funds
The JPM Pierpont Funds
JPM Series Trust
FDI does not act as depositor or investment adviser of any investment companies.
(b) The following is a list of officers, directors and partners of FDI. The
principal address of all officers and directors is 60 State Street, Suite 1300,
Boston, Massachusetts 02109.
Name; Positions and Offices with Underwriter; Position and
Offices with Registrant:
Marie E. Connolly; Director, President and Chief Executive
Officer; Vice President and Assistant Treasurer
Richard W. Ingram; Senior Vice President; President and
Treasurer
John E. Pelletier; Senior Vice President and General Counsel;
Vice President and Secretary
C-9
<PAGE>
Donald R. Roberson; Senior Vice President; None
John F. Tower III; Senior Vice President, Chief Financial
Officer and Treasurer; Vice President and Assistant Treasurer
Rui M. Moura; First Vice President; None
Bernard A. Whalen; First Vice President; None
John W. Gomez; Chairman and Director; None
William J. Nutt; Director; None
The information required by this Item 29 with respect to each director and
officer of FDI is incorporated herein by reference to Schedule A of Form BD
filed by FDI pursuant to the Securities Exchange Act of 1934 (SEC File No.
20518).
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
PIERPONT GROUP, INC.: 461 Fifth Avenue, New York, New York 10017 (records
relating to its assisting the Trustees in carrying out their duties in
supervising the Registrant's affairs).
MORGAN GUARANTY TRUST COMPANY OF NEW YORK: 60 Wall Street, New York, New York
10260-0060, 522 Fifth Avenue, New York, New York 10036 or 9 West 57th Street,
New York, New York 10019 (records relating to its functions as shareholder
servicing agent, and administrative services agent).
STATE STREET BANK AND TRUST COMPANY: 1776 Heritage Drive, North Quincy,
Massachusetts 02171 (records relating to its functions as fund accountant,
custodian, transfer agent and dividend disbursing agent).
FUNDS DISTRIBUTOR, INC.: 60 State Street, Boston, Massachusetts
02109 (records relating to its functions as distributor and
co-administrator).
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
(a) If the information called for by Item 5A of Form N-1A is contained in
the latest annual report to shareholders, the Registrant shall furnish
each person to whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders upon request and
without charge.
(b) The Registrant undertakes to comply with Section 16(c) of the 1940 Act
as though such provisions of the 1940 Act were applicable to the
Registrant, except that the request referred to in the third full
paragraph thereof may only be made by shareholders who hold in the
aggregate at least 10% of the outstanding shares of the Registrant,
regardless of the net asset value of shares held by such requesting
shareholders.
(c) The Registrant undertakes to file a post-effective amendment on behalf
of The JPM Institutional Disciplined Equity Fund, The JPM Institutional
International Opportunities Fund and The JPM Institutional Global
Strategic Income Fund, using financial statements which need not be
C-10
<PAGE>
certified, within four to six months from the commencement of public
investment operations of such funds.
C-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this registration statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston and Commonwealth of Massachusetts on the 10th
day of December, 1996.
The JPM Institutional Funds
By /s/ Christopher J. Kelley
----------------------------
Christopher J. Kelley
Vice President and Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated on December 10, 1996.
Richard W. Ingram*
- ------------------------------
Richard W. Ingram
President and Treasurer (Principal Financial and Accounting Officer)
Matthew Healey*
- ------------------------------
Matthew Healey
Trustee, Chairman and Chief Executive Officer (Principal Executive Officer)
Frederick S. Addy*
- ------------------------------
Frederick S. Addy
Trustee
William G. Burns*
- ------------------------------
William G. Burns
Trustee
Arthur C. Eschenlauer*
- ------------------------------
Arthur C. Eschenlauer
Trustee
Michael P. Mallardi*
- ------------------------------
Michael P. Mallardi
Trustee
*By /s/ Christopher J. Kelley
----------------------------
Christopher J. Kelley
as attorney-in-fact pursuant to a power of attorney previously filed.
C-12
<PAGE>
SIGNATURES
Each Portfolio has duly caused this registration statement on Form N-1A
("Registration Statement") of The JPM Institutional Funds (the "Trust") (File
No. 33-54642) to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Boston and Commonwealth of Massachusetts on the 10th
day of December, 1996.
The Treasury Money Market Portfolio, The Tax Exempt Money Market Portfolio,
The Tax Exempt Bond Portfolio and The New York Total Return Bond Portfolio
By /s/ Christopher J. Kelley
-------------------------
Christopher J. Kelley
Vice President and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, the Trust's
Registration Statement has been signed below by the following persons in the
capacities indicated on December 10, 1996.
Richard W. Ingram*
- ----------------------------
Richard W. Ingram
President and Treasurer (Principal Financial and Accounting
Officer) of the Portfolios
Matthew Healey*
- ----------------------------
Matthew Healey
Trustee, Chairman and Chief Executive Officer (Principal
Executive Officer) of the Portfolios
Frederick S. Addy*
- ----------------------------
Frederick S. Addy
Trustee of the Portfolios
William G. Burns*
- ----------------------------
William G. Burns
Trustee of the Portfolios
Arthur C. Eschenlauer*
- ----------------------------
Arthur C. Eschenlauer
Trustee of the Portfolios
Michael P. Mallardi*
- ----------------------------
Michael P. Mallardi
Trustee of the Portfolios
*By /s/ Christopher J. Kelley
------------------------
Christopher J. Kelley
as attorney-in-fact pursuant to a power of attorney previously filed.
C-13
<PAGE>
SIGNATURES
Each Portfolio has duly caused this registration statement on Form N-1A
("Registration Statement") of The JPM Institutional Funds (the "Trust") (File
No. 33-54642) to be signed on its behalf by the undersigned, thereto duly
authorized, in the city of George Town, Grand Cayman on the 10th day of
December, 1996.
The Money Market Portfolio, The Short Term Bond Portfolio, The U.S. Fixed Income
Portfolio, The Selected U.S. Equity Portfolio, The U.S. Small Company Portfolio,
The Non-U.S. Equity Portfolio, The Diversified Portfolio, The Emerging Markets
Equity Portfolio, The Non-U.S. Fixed Income Portfolio and The Series
Portfolio
By /s/ Lenore J. McCabe
-------------------------
Lenore J. McCabe
Assistant Secretary and Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, the Trust's
Registration Statement has been signed below by the following persons in the
capacities indicated on December 10, 1996.
Richard W. Ingram*
- ----------------------------
Richard W. Ingram
President and Treasurer (Principal Financial and Accounting
Officer) of the Portfolios
Matthew Healey*
- ----------------------------
Matthew Healey
Trustee, Chairman and Chief Executive Officer (Principal
Executive Officer) of
the Portfolios
Frederick S. Addy*
- ----------------------------
Frederick S. Addy
Trustee of the Portfolios
William G. Burns*
- ----------------------------
William G. Burns
Trustee of the Portfolios
Arthur C. Eschenlauer*
- ----------------------------
Arthur C. Eschenlauer
Trustee of the Portfolios
Michael P. Mallardi*
- ----------------------------
Michael P. Mallardi
Trustee of the Portfolios
/s/ Lenore J. McCabe
*By ------------------------
Lenore J. McCabe
as attorney-in-fact pursuant to a power of attorney previously filed.
C-14
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ------------- ----------------------
EX-27.1 to
EX-27.16 Financial Data Schedules.
C-15
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<DISTRIBUTIONS-OF-GAINS> 337
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<NUMBER-OF-SHARES-REDEEMED> 3,475,814
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<INVESTMENTS-AT-COST> 163717
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<SHARES-REINVESTED> 2173463
<NET-CHANGE-IN-ASSETS> 39343184
<ACCUMULATED-NII-PRIOR> 35784
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 182642
<AVERAGE-NET-ASSETS> 137566140
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE SEMI-ANNUAL
REPORT DATED APRIL 30, 1996 FOR THE JPM INSTITUTIONAL SHORT TERM BOND FUND AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH SEMI-ANNUAL REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 002
<NAME> THE JPM INSTITUTIONAL SHORT TERM BOND FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-1-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 6224446
<INVESTMENTS-AT-VALUE> 6224446
<RECEIVABLES> 5124
<ASSETS-OTHER> 128
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6253342
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 32336
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6564405
<SHARES-COMMON-STOCK> 637617
<SHARES-COMMON-PRIOR> 1923840
<ACCUMULATED-NII-CURRENT> (10716)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (338543)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5860
<NET-ASSETS> 6221006
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 353698
<OTHER-INCOME> 0
<EXPENSES-NET> 26280
<NET-INVESTMENT-INCOME> 327418
<REALIZED-GAINS-CURRENT> 107886
<APPREC-INCREASE-CURRENT> (136597)
<NET-CHANGE-FROM-OPS> 398707
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 327418
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 710262
<NUMBER-OF-SHARES-REDEEMED> 2029162
<SHARES-REINVESTED> 32677
<NET-CHANGE-IN-ASSETS> (1286223)
<ACCUMULATED-NII-PRIOR> (10716)
<ACCUMULATED-GAINS-PRIOR> (446429)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 73020
<AVERAGE-NET-ASSETS> 11728047
<PER-SHARE-NAV-BEGIN> 9.83
<PER-SHARE-NII> .28
<PER-SHARE-GAIN-APPREC> (.07)
<PER-SHARE-DIVIDEND> (.28)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.76
<EXPENSE-RATIO> .45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE SEMI-ANNUAL
REPORT DATED APRIL 30, 1996 FOR THE JPM INSTITUTIONAL BOND FUND AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH SEMI-ANNUAL REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 003
<NAME> THE JPM INSTITUTIONAL BOND FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-1-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 620439792
<RECEIVABLES> 84140
<ASSETS-OTHER> 24340
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 620548272
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 1899383
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 624774561
<SHARES-COMMON-STOCK> 63937956
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 435266
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2120393
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (8681331)
<NET-ASSETS> 618648889
<DIVIDEND-INCOME> 62884
<INTEREST-INCOME> 18083091
<OTHER-INCOME> 0
<EXPENSES-NET> 1329648
<NET-INVESTMENT-INCOME> 16816327
<REALIZED-GAINS-CURRENT> 2072456
<APPREC-INCREASE-CURRENT> (21765796)
<NET-CHANGE-FROM-OPS> (2877013)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16813891)
<DISTRIBUTIONS-OF-GAINS> (1214257)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 23779314
<NUMBER-OF-SHARES-REDEEMED> 4604040
<SHARES-REINVESTED> 799020
<NET-CHANGE-IN-ASSETS> 19974244
<ACCUMULATED-NII-PRIOR> 432830
<ACCUMULATED-GAINS-PRIOR> 1262194
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1379141
<AVERAGE-NET-ASSETS> 547526233
<PER-SHARE-NAV-BEGIN> 9.98
<PER-SHARE-NII> .30
<PER-SHARE-GAIN-APPREC> (.27)
<PER-SHARE-DIVIDEND> (.20)
<PER-SHARE-DISTRIBUTIONS> (.03)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.68
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED AUGUST 31, 1996 FOR THE JPM INSTITUTIONAL TAX EXEMPT BOND
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 006
<NAME> THE JPM INSTITUTIONAL TAX EXEMPT BOND FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 120529
<INVESTMENTS-AT-VALUE> 121190
<RECEIVABLES> 378
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 121568
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 437
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 120478
<SHARES-COMMON-STOCK> 12215
<SHARES-COMMON-PRIOR> 5982
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 661
<NET-ASSETS> 121131
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 4304
<EXPENSES-NET> 104
<NET-INVESTMENT-INCOME> 4200
<REALIZED-GAINS-CURRENT> 71
<APPREC-INCREASE-CURRENT> (1051)
<NET-CHANGE-FROM-OPS> 3220
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4201
<DISTRIBUTIONS-OF-GAINS> 117
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8525
<NUMBER-OF-SHARES-REDEEMED> (2394)
<SHARES-REINVESTED> 102
<NET-CHANGE-IN-ASSETS> 6233
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 41
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 193
<AVERAGE-NET-ASSETS> 87142
<PER-SHARE-NAV-BEGIN> 10.01
<PER-SHARE-NII> .48
<PER-SHARE-GAIN-APPREC> (0.07)
<PER-SHARE-DIVIDEND> 0.48
<PER-SHARE-DISTRIBUTIONS> 0.02
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.92
<EXPENSE-RATIO> 0.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED MAY 31, 1996 FOR THE JPM INSTITUTIONAL SELECTED U.S.
EQUITY FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 011
<NAME> THE JPM INSTITUTIONAL SELECTED U.S. EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 221,067
<RECEIVABLES> 809
<ASSETS-OTHER> 36
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 221,912
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 544
<TOTAL-LIABILITIES> 544
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 172,920
<SHARES-COMMON-STOCK> 15,809
<SHARES-COMMON-PRIOR> 14,251
<ACCUMULATED-NII-CURRENT> 2,366
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,263
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 31,819
<NET-ASSETS> 221,368
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 4,588
<EXPENSES-NET> 282
<NET-INVESTMENT-INCOME> 4,306
<REALIZED-GAINS-CURRENT> 23,685
<APPREC-INCREASE-CURRENT> 19,112
<NET-CHANGE-FROM-OPS> 47,103
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,073
<DISTRIBUTIONS-OF-GAINS> 12,842
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,496
<NUMBER-OF-SHARES-REDEEMED> 6,044
<SHARES-REINVESTED> 1,106
<NET-CHANGE-IN-ASSETS> 1,558
<ACCUMULATED-NII-PRIOR> 1,133
<ACCUMULATED-GAINS-PRIOR> 3,420
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,286
<AVERAGE-NET-ASSETS> 207,249
<PER-SHARE-NAV-BEGIN> 12.10
<PER-SHARE-NII> 0.27
<PER-SHARE-GAIN-APPREC> 2.66
<PER-SHARE-DIVIDEND> (0.20)
<PER-SHARE-DISTRIBUTIONS> (0.83)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.00
<EXPENSE-RATIO> 0.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED MAY 31, 1996 FOR THE JPM INSTITUTIONAL U.S. SMALL COMPANY
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 010
<NAME> THE JPM INSTITUTIONAL U.S. SMALL COMPANY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 291,352
<RECEIVABLES> 1,449
<ASSETS-OTHER> 30
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 292,831
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 900
<TOTAL-LIABILITIES> 900
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 233,188
<SHARES-COMMON-STOCK> 20,897
<SHARES-COMMON-PRIOR> 13,375
<ACCUMULATED-NII-CURRENT> 1,193
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,000
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 43,550
<NET-ASSETS> 291,931
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 2,917
<EXPENSES-NET> 285
<NET-INVESTMENT-INCOME> 2,632
<REALIZED-GAINS-CURRENT> 24,089
<APPREC-INCREASE-CURRENT> 40,158
<NET-CHANGE-FROM-OPS> 66,879
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2,014
<DISTRIBUTIONS-OF-GAINS> 14,496
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,021
<NUMBER-OF-SHARES-REDEEMED> 2,148
<SHARES-REINVESTED> 649
<NET-CHANGE-IN-ASSETS> 7,522
<ACCUMULATED-NII-PRIOR> 575
<ACCUMULATED-GAINS-PRIOR> 4,407
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 218,511
<PER-SHARE-NAV-BEGIN> 11.16
<PER-SHARE-NII> 0.99
<PER-SHARE-GAIN-APPREC> 2.80
<PER-SHARE-DIVIDEND> 0.12
<PER-SHARE-DISTRIBUTIONS> 0.86
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.97
<EXPENSE-RATIO> 0.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE SEMI-ANNUAL
REPORT DATED APRIL 30, 1996 FOR THE JPM INSTITUTIONAL INTERNATIONAL EQUITY
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH SEMI-ANNUAL REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 004
<NAME> THE JPM INSTITUTIONAL INTERNATIONAL EQUITY FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-1-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 676121
<RECEIVABLES> 1377
<ASSETS-OTHER> 41
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 677539
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 516
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 612372
<SHARES-COMMON-STOCK> 58557
<SHARES-COMMON-PRIOR> 44765
<ACCUMULATED-NII-CURRENT> 1233
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14914
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 48504
<NET-ASSETS> 677023
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 2919
<EXPENSES-NET> 419
<NET-INVESTMENT-INCOME> 2500
<REALIZED-GAINS-CURRENT> 15065
<APPREC-INCREASE-CURRENT> 54979
<NET-CHANGE-FROM-OPS> 72544
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11370
<DISTRIBUTIONS-OF-GAINS> 2641
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17990
<NUMBER-OF-SHARES-REDEEMED> 4707
<SHARES-REINVESTED> 509
<NET-CHANGE-IN-ASSETS> 13792
<ACCUMULATED-NII-PRIOR> 10103
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 419
<AVERAGE-NET-ASSETS> 566372
<PER-SHARE-NAV-BEGIN> 10.44
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 1.38
<PER-SHARE-DIVIDEND> .24
<PER-SHARE-DISTRIBUTIONS> .06
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.56
<EXPENSE-RATIO> .92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED JUNE 30, 1996 FOR THE JPM INSTITUTIONAL DIVERSIFIED FUND
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 009
<NAME>THE JPM INSTITUTIONAL DIVERSIFIED FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 192773
<RECEIVABLES> 471
<ASSETS-OTHER> 21
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 193265
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46
<TOTAL-LIABILITIES> 46
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 16081
<SHARES-COMMON-PRIOR> 14642
<ACCUMULATED-NII-CURRENT> 2938
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 7062
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 18512
<NET-ASSETS> 193219
<DIVIDEND-INCOME> 2289
<INTEREST-INCOME> 4408
<OTHER-INCOME> 0
<EXPENSES-NET> 1091
<NET-INVESTMENT-INCOME> 5606
<REALIZED-GAINS-CURRENT> 13037
<APPREC-INCREASE-CURRENT> 7427
<NET-CHANGE-FROM-OPS> 26070
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5653
<DISTRIBUTIONS-OF-GAINS> 8399
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5961
<NUMBER-OF-SHARES-REDEEMED> 5746
<SHARES-REINVESTED> 1224
<NET-CHANGE-IN-ASSETS> 1439
<ACCUMULATED-NII-PRIOR> 2372
<ACCUMULATED-GAINS-PRIOR> 3060
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1650
<AVERAGE-NET-ASSETS> 167593
<PER-SHARE-NAV-BEGIN> 11.26
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 1.42
<PER-SHARE-DIVIDEND> .42
<PER-SHARE-DISTRIBUTIONS> .64
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.02
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE SEMI-ANNUAL
REPORT DATED APRIL 30, 1996 FOR THE JPM INSTITUTIONAL EMERGING MARKETS EQUITY
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH SEMI-ANNUAL REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 005
<NAME> THE JPM INSTITUTIONAL EMERGING MARKETS EQUITY FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-1-1996
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 248481
<RECEIVABLES> 635
<ASSETS-OTHER> 50
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 249166
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 164
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 248367
<SHARES-COMMON-STOCK> 23076263
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 445
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9418)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9608
<NET-ASSETS> 249002
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 2638
<EXPENSES-NET> 1535
<NET-INVESTMENT-INCOME> 1103
<REALIZED-GAINS-CURRENT> (1204)
<APPREC-INCREASE-CURRENT> 25563
<NET-CHANGE-FROM-OPS> 25462
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1794
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12466178
<NUMBER-OF-SHARES-REDEEMED> 8606881
<SHARES-REINVESTED> 55093
<NET-CHANGE-IN-ASSETS> 3914390
<ACCUMULATED-NII-PRIOR> 1136
<ACCUMULATED-GAINS-PRIOR> (8215)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1535
<AVERAGE-NET-ASSETS> 221741
<PER-SHARE-NAV-BEGIN> 9.71
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> 1.12
<PER-SHARE-DIVIDEND> .08
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.79
<EXPENSE-RATIO> 1.39
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED SEPTEMBER 30, 1996 FOR THE JPM INSTITUTIONAL NEW YORK
TOTAL RETURN BOND FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 008
<NAME> THE JPM INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 77725
<INVESTMENTS-AT-VALUE> 78542
<RECEIVABLES> 18
<ASSETS-OTHER> 6
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 78566
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 255
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 77404
<SHARES-COMMON-STOCK> 7573
<SHARES-COMMON-PRIOR> 4636
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 90
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 817
<NET-ASSETS> 78311
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 1440
<EXPENSES-NET> 17
<NET-INVESTMENT-INCOME> 1423
<REALIZED-GAINS-CURRENT> (3)
<APPREC-INCREASE-CURRENT> 137
<NET-CHANGE-FROM-OPS> 1557
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1423
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3124
<NUMBER-OF-SHARES-REDEEMED> 225
<SHARES-REINVESTED> 38
<NET-CHANGE-IN-ASSETS> 2937
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 72
<AVERAGE-NET-ASSETS> 60589
<PER-SHARE-NAV-BEGIN> 10.34
<PER-SHARE-NII> .24
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .24
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.34
<EXPENSE-RATIO> .50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED SEPTEMBER 30, 1996 FOR THE JPM INSTITUTIONAL INTERNATIONAL
BOND FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 014
<NAME> THE JPM INSTITUTIONAL INTERNATIONAL BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 13468
<INVESTMENTS-AT-VALUE> 13468
<RECEIVABLES> 22
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 13505
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 31
<TOTAL-LIABILITIES> 195
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12203
<SHARES-COMMON-STOCK> 1178
<SHARES-COMMON-PRIOR> 381
<ACCUMULATED-NII-CURRENT> 748
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 61
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 298
<NET-ASSETS> 13310
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 376
<OTHER-INCOME> 0
<EXPENSES-NET> 8
<NET-INVESTMENT-INCOME> 368
<REALIZED-GAINS-CURRENT> 590
<APPREC-INCREASE-CURRENT> (156)
<NET-CHANGE-FROM-OPS> 802
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 179
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12659
<NUMBER-OF-SHARES-REDEEMED> (4384)
<SHARES-REINVESTED> 179
<NET-CHANGE-IN-ASSETS> 9077
<ACCUMULATED-NII-PRIOR> 164
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 117
<AVERAGE-NET-ASSETS> 6967
<PER-SHARE-NAV-BEGIN> 11.12
<PER-SHARE-NII> .31
<PER-SHARE-GAIN-APPREC> .95
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.08
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.30
<EXPENSE-RATIO> .65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED JUNE 30, 1996 FOR THE JPM INSTITUTIONAL EUROPEAN EQUITY
FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 016
<NAME> THE JPM INSTITUTIONAL EUROPEAN EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 5481
<RECEIVABLES> 0
<ASSETS-OTHER> 31
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5512
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36
<TOTAL-LIABILITIES> 36
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5285
<SHARES-COMMON-STOCK> 525
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 37
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 20
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 134
<NET-ASSETS> 5476
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 47
<EXPENSES-NET> 10
<NET-INVESTMENT-INCOME> 37
<REALIZED-GAINS-CURRENT> 20
<APPREC-INCREASE-CURRENT> 134
<NET-CHANGE-FROM-OPS> 191
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 557
<NUMBER-OF-SHARES-REDEEMED> 32
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 525
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 40
<AVERAGE-NET-ASSETS> 3115
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> .07
<PER-SHARE-GAIN-APPREC> .36
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.43
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED JUNE 30, 1996 FOR THE JPM INSTITUTIONAL JAPAN EQUITY FUND
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 017
<NAME> THE JPM INSTITUTIONAL JAPAN EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 4148
<RECEIVABLES> 0
<ASSETS-OTHER> 29
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4177
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35
<TOTAL-LIABILITIES> 35
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4147
<SHARES-COMMON-STOCK> 392
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (3)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4)
<NET-ASSETS> 4141
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 4
<EXPENSES-NET> 7
<NET-INVESTMENT-INCOME> (3)
<REALIZED-GAINS-CURRENT> 1
<APPREC-INCREASE-CURRENT> (4)
<NET-CHANGE-FROM-OPS> (6)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 408
<NUMBER-OF-SHARES-REDEEMED> 16
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 392
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 37
<AVERAGE-NET-ASSETS> 2080
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> .57
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.56
<EXPENSE-RATIO> 1
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM N-SAR DATED JUNE 30, 1996 FOR THE JPM INSTITUTIONAL ASIA GROWTH FUND
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<CIK> 0000894088
<NAME> THE JPM INSTITUTIONAL FUNDS
<SERIES>
<NUMBER> 015
<NAME> THE JPM INSTITUTIONAL ASIA GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 2396
<RECEIVABLES> 0
<ASSETS-OTHER> 29
<OTHER-ITEMS-ASSETS> 2425
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 00
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32
<TOTAL-LIABILITIES> 32
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2380
<SHARES-COMMON-STOCK> 236
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 11
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (11)
<NET-ASSETS> 2393
<DIVIDEND-INCOME> 16
<INTEREST-INCOME> 1
<OTHER-INCOME> 0
<EXPENSES-NET> 6
<NET-INVESTMENT-INCOME> 11
<REALIZED-GAINS-CURRENT> 14
<APPREC-INCREASE-CURRENT> (11)
<NET-CHANGE-FROM-OPS> 14
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 236
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 236
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 35
<AVERAGE-NET-ASSETS> 1636
<PER-SHARE-NAV-BEGIN> 10
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> .08
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.12
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
