JPM INSTITUTIONAL FUNDS
497, 1997-01-02
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The JPM Institutional Funds

Supplement dated December 27, 1996, as applicable to the following Prospectuses:
The JPM Institutional Treasury Money Market Fund, dated 3/1/96
The JPM Institutional Money  Market Fund,  dated 3/1/96
The JPM Institutional Short Term Bond Fund, dated 3/1/96 
The JPM Institutional Bond Fund, dated 3/1/96
The JPM Institutional New York Total  Return Bond Fund,  dated  8/1/96 
The JPM Institutional Diversified  Fund, dated 9/27/96 
The JPM Institutional Selected U.S. Equity Fund, dated 9/27/96 
The JPM Institutional U.S. Small Company Fund, dated 9/27/96 
The JPM Institutional International Equity Fund, dated 3/1/96 
The JPM Institutional Emerging   Markets  Equity  Fund,  dated  3/1/96  
The JPM Institutional European Equity Fund, dated 9/11/96 
The JPM Institutional Japan Equity Fund, dated 9/11/96 
The JPM Institutional Asia Growth Fund, dated 9/11/96
(Supersedes all supplements dated prior to December 27, 1996)

1. The following changes were effective as of August 1, 1996 with respect to the
Prospectuses for the Treasury Money Market, Money Market, Short Term Bond, Bond,
International Equity and Emerging Markets Equity Funds:

The Fund's address is 60 State Street, Suite 1300, Boston,  Massachusetts 02109.
Administrative   functions   formerly   provided   to  the  Fund  by   Signature
Broker-Dealer Services, Inc. are provided by Funds Distributor,  Inc. ("FDI") or
Morgan, and FDI became the distributor of the Fund and exclusive placement agent
for the Fund's corresponding Portfolio.  FDI, a registered  broker-dealer,  is a
wholly  owned  indirect  subsidiary  of  Boston  Institutional  Group,  Inc.  In
addition,  certain accounting  services provided by Morgan are being provided by
State Street Bank and Trust Company.

The Fund will continue to invest all its assets in its  corresponding  Portfolio
and will operate in a master-feeder structure. These changes include an increase
in fees  payable to Morgan  that is offset by a decrease  in other fees with the
result that there is no adverse impact on the expenses of the Fund.

2.  The  following   footnote  is  inserted  directly  beneath  the  Shareholder
Transaction Expense table with reference to Sales Load Imposed on Purchases:

   * Certain eligible Institutions (defined below) may impose fees in connection
with the purchase of the Fund's shares through such institutions.



<PAGE>


3.  The following replaced the "Expense Table" and "Example" in the Short Term 
Bond Fund Prospectus effective as of July 1, 1996:

Effective  July 1, 1996 the Total  Annual  Operating  Expenses  of the Fund were
reduced to 0.25%.  The  Expense  Table and  Example  for the Fund are revised as
follows:

Expense Table
Annual Operating Expenses

Advisory fees...................................................... 0.25%
Rule 12b-1 fees.................................................... None
Other Expenses (after expense reimbursement) ...................... 0.00%

Total Operating Expenses (after expense reimbursement) ............ 0.25%

Example
An investor would pay the following  expenses on a $1,000  investment,  assuming
(1) 5% annual return and (2) redemption at the end of each time period:

1 year ............................................................ $3
3 years ........................................................... $8
5 years ........................................................... $14
10 years .......................................................... $32

The  "Expenses"  section  in the Short Term Bond Fund  Prospectus  is revised to
reflect the following:

Effective July 1, 1996 through at least February 28, 1997, Morgan will reimburse
the Fund to the extent necessary to maintain the Fund's total operating expenses
(which  includes  expenses of the Fund and the  Portfolio) at the annual rate of
0.25% of the Fund's average daily net assets.



<PAGE>


4. The following  restates the sentence  regarding  the rate of Total  Operating
Expenses without expense  reimbursements  in the footnote to the "Expense Table"
in the Prospectus for each Fund listed below as applicable to the Fund described
in such Prospectus:

If  the  above  expense  table   reflected   these  expenses   without   current
reimbursements, Other Expenses and Total Operating Expenses would be equal on an
annual basis to the following respective percentages of such assets of the Fund:

                                Other Expenses Total   Operating Expenses
Treasury Money Market Fund              0.31%               0.51%
Money Market Fund                       0.21%               0.33%
Short Term Bond Fund                    1.04%               1.29%
Bond Fund                               0.37%               0.67%
International Equity Fund               0.45%               1.05%


<PAGE>


5. The following is inserted as the first column in the  "Financial  Highlights"
table in the  Prospectus  for each Fund listed below as  applicable  to the Fund
described in such Prospectus:
<TABLE>
<CAPTION>
                                               Treasury Money Market
                                                         Fund                              Money Market Fund
                                               For the Six Months Ended                 For the Six Months Ended
                                              April 30, 1996 (unaudited)                May 31, 1996 (unaudited)
                                              --------------------------                ------------------------
<S>                                                <C>                                         <C>
 Net Asset Value, Beginning
   of Period                                       $1.00                                       $1.00
                                                   -----                                       -----
 Income From Investment
   Operations:
 Net Investment Income                              0.0257                                      0.0267
 Net Realized Gain (Loss) on
   Investment                                       0.0003                                      0.0000 (a)
                                                    ------                                      ------
   Total from Investment
     Operations                                     0.0260                                      0.0267
                                                    ------                                      ------
 Less Distributions to
   Shareholders From:
 Net Investment Income                             (0.0257)                                    (0.0267)
 Net Realized Gain                                 (0.0003)                                    (0.0003)
                                                   --------                                    --------
   Total Distributions to
     Shareholders                                  (0.0260)                                    (0.0270)
                                                   --------                                    --------
 Net Asset Value, End of
   Period                                          $1.00                                       $1.00
                                                   =====                                       =====
 Total Return                                       2.62% (b)                                   2.73% (b)
 Ratios and Supplemental
   Data:
 Net Assets, End of Period (in
   thousands)                                     $184,451                                   $1,239,517
 Ratios to Average Net Assets
   Expenses                                         0.20% (c)                                   0.20% (c)
   Net Investment Income                            5.18% (c)                                   5.33% (c)
   Decrease Reflected in
     Expense Ratio due to
     Expense Reimbursement                          0.23% (c)                                   0.12% (c)
(a) Less than $0.0001.  (b) Not Annualized.  (c) Annualized.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                 Short Term Bond Fund                          Bond Fund
                                               For the Six Months Ended                 For the Six Months Ended
                                              April 30, 1996 (unaudited)               April 30, 1996 (unaudited)
                                              --------------------------               --------------------------
<S>                                               <C>                                          <C>
 Net Asset Value, Beginning
   of Period                                       $9.83                                     $9.98
                                                   -----                                     -----
 Income From Investment
   Operations:
 Net Investment Income                              0.28                                      0.30
 Net Realized and Unrealized
   Gain (Loss) on Investment                       (0.07)                                    (0.27)
                                                   ------                                    ------
   Total from Investment
     Operations                                     0.21                                      0.03
                                                    ----                                      ----
 Less Distributions to
   Shareholders From:
 Net Investment Income                             (0.28)                                    (0.30)
 Net Realized Gain                                    --                                      (0.03)
   Total Distributions to
     Shareholders                                  (0.28)                                    (0.33)
                                                   ------                                    ------
 Net Asset Value, End of
   Period:                                         $9.76                                     $9.68
                                                   =====                                     =====
 Total Return                                       2.09% (a)                                 0.26% (a)
 Ratios and Supplemental
   Data:
 Net Assets, End of Period (in
   thousands)                                     $6,221                                     $618,649
 Ratios to Average Net Assets
   Expenses                                         0.45% (b)                                 0.50% (b)
   Net Investment Income                            5.61% (b)                                 6.18% (b)
   Decrease Reflected in
     Expense Ratio due to
     Expense Reimbursement                          0.80% (b)                                 0.01% (b)
(a) Not Annualized.  (b) Annualized.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                                                       Emerging Markets Equity Fund
                                              International Equity Fund                 For the Six Months Ended
                                               For the Six Months Ended                April 30, 1996 (unaudited)
                                              April 30, 1996 (unaudited)
                                              --------------------------               -----------------------------   
<S>                                               <C>                                          <C>
Net Asset Value, Beginning
   of Period                                      $10.44                                     $9.71
                                                  ------                                     -----
 Income From Investment
   Operations:
 Net Investment Income                              0.04                                      0.04
 Net Realized and Unrealized
   Gain (Loss) on Investment
   and Foreign Currency                             1.38                                      1.12
                                                    ----                                      ----
   Total from Investment
     Operations                                     1.42                                      1.16
                                                    ----                                      ----
 Less Distributions to
   Shareholders From:
 Net Investment Income                             (0.24)                                    (0.08)
 Net Realized Gain                                 (0.06)                                        --
   Total Distributions to
     Shareholders                                  (0.30)                                    (0.08)
                                                   ------                                    ------
 Net Asset Value, End of
   Period                                         $11.56                                    $10.79
                                                  ======                                    ======
 Total Return                                      13.82% (a)                                12.04% (a)
 Ratios and Supplemental
   Data:
 Net Assets, End of Period (in
   thousands)                                    $677,023                                   $249,002
 Ratios to Average Net Assets
   Expenses                                         0.92% (b)                                 1.39% (b)
   Net Investment Income                            0.89% (b)                                 1.00% (b)
   Decrease Reflected in
     Expense Ratio due to
     Expense Reimbursement                              --                                         --
(a) Not Annualized.  (b) Annualized.
</TABLE>

<PAGE>


6.  The last sentence of the second paragraph under the caption "Investment 
Objective and Policies" in the Prospectus for the U.S. Small Company Fund is 
replaced in its entirety with the following:

The small company holdings of the Portfolio are primarily  companies included in
the market capitalization size range of the Russell 2500 Index.

7.  The following sentence under "Management of the Trust and the Portfolios" is
revised in each Prospectus referenced above as follows:

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 adviser
to individual and institutional clients with combined assets under management of
over $197 billion (of which the Advisor advises over $30 billion).

8.  Portfolio  manager  biographies as applicable to each of the  Prospectuses  
of the Funds  described  below are revised as follows:

The Money Market Fund:  Robert R. Johnson,  Vice  President  (since June,  1988,
employed by Morgan  since prior to 1991) and Daniel B.  Mulvey,  Vice  President
(since January, 1995, employed by Morgan since September, 1991).

The  Treasury  Money Market  Fund:  Robert R.  Johnson,  Vice  President  (since
January,  1993,  employed by Morgan  since prior to 1991) and Daniel B.  Mulvey,
Vice President (since October, 1996, employed by Morgan since September, 1991).

The U.S. Small Company Fund: James B. Otness, Managing Director (since February,
1993,  employed by Morgan  since prior to 1991 as a portfolio  manager of equity
securities  of small and medium sized U.S.  companies);  Michael J. Kelly,  Vice
President  (since  May,  1996,  employed  by  Morgan  since  prior  to 1991 as a
portfolio  manager  of small  and  medium  sized  U.S.  companies  and an equity
research  analyst);  and Candice  Eggerss,  Vice  President  (since  May,  1996,
employed by Morgan since May, 1996 previously  employed by Weiss, Peck and Greer
from June 1993 to May 1996 and Equitable Capital Management prior to June 1993).

The Emerging Markets Equity Fund:  Douglas J. Dooley,  Managing  Director (since
November  1993,  employed by Morgan since prior to 1991 and has been a portfolio
manager of emerging markets investment since 1991); Satyen Mehta, Vice President
(since  November,  1993,  employed by Morgan  since prior to 1991 and has been a
portfolio manager of emerging markets  investments since 1991); and Alejandro J.
Baez-Sacasa,  Vice President (since April, 1995,  employed by Morgan since prior
to 1991).

<PAGE>

9.  The following is added to the section entitled "Shareholder Servicing" in 
each Prospectus referenced above:

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.
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.

10.  The following section under "Purchase of Shares" is amended in its entirety
as applicable to the Fund described in each Prospectus referenced above:

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 a Fund account from Morgan as agent for the  customer.
All  purchase  orders  must be accepted by the  Distributor.  Investors  must be
either customers of Morgan or of an Eligible  Institution or  employer-sponsored
retirement  plans that have  designated  the Fund as  investment  option for the
plans.  Prospective  investors who are not already customers of Morgan may apply
to become customers of Morgan for the 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 Trust  reserves  the right to  determine  the  purchase  orders that it will
accept.

The Fund  requires  the  minimum  initial  investment  shown below and a minimum
subsequent investment of $25,000:

Fund                                                        Initial Investment
- ----                                                        ------------------
The JPM Institutional Money Market Fund                        $10,000,000
The JPM Institutional Treasury Money Market Fund               $10,000,000
The JPM Institutional Short Term Bond Fund                     $ 5,000,000
The JPM Institutional Bond Fund                                $ 5,000,000
The JPM Institutional New York Total Return Bond Fund          $ 5,000,000
The JPM Institutional Selected U.S. Equity Fund                $ 3,000,000
The JPM Institutional U.S. Small Company Fund                  $ 1,000,000
The JPM Institutional International Equity Fund                $ 1,000,000
The JPM Institutional Emerging Markets Equity Fund             $   500,000
The JPM Institutional Diversified Fund                         $ 3,000,000
The JPM Institutional Japan Equity Fund                        $ 1,000,000
The JPM Institutional European Equity Fund                     $ 1,000,000
The JPM Institutional Asia Growth Fund                         $   500,000

<PAGE>
These  minimum  investment  requirements  may be waived for  certain  investors,
including  investors for whom the Advisor is a fiduciary,  who maintain  related
accounts  with the Funds or the  Advisor,  who make  investments  for a group of
clients, such as financial advisors, trust companies and investment advisors, or
who maintain retirement accounts with the Funds.

11. All  references to The Pierpont Funds and a Pierpont Fund under the captions
"Management  of the Trust and the  Portfolio(s)"  and  "Exchange  of Shares" are
changed to "The JPM Pierpont  Funds" and "JPM Pierpont Fund,"  respectively,  in
each Prospectus referenced above.

12.  The following is inserted at the end of the sub-section entitled "Eligible 
Institutions" under the "Purchase of Shares" section in each Prospectus 
referenced above:

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.

13.  Any reference to control persons under the caption "Organization" as 
applicable to the Fund described in each Prospectus above is deleted.




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