<PAGE>
LETTER TO THE SHAREHOLDERS OF THE JPM INSTITUTIONAL INTERNATIONAL
OPPORTUNITIES FUND
July 15, 1997
Dear Shareholder:
The JPM Institutional International Opportunities Fund recorded a strong 5.12%
gain for the period from March 1, 1997 to May 31, 1997, which reflects
performance based on the month-end following commencement of the Fund. Although
the Fund produced a strong return for the period, it underperformed its
benchmark (the MSCI World All Countries ex-U.S. Index), due in part to the
overvalued environment in which it was initially invested. Most international
and emerging markets have experienced explosive growth throughout the last two
years or so; at such points of market highs, it is generally difficult to
pinpoint value. We believe, however, the Fund is well positioned to continue to
benefit from its exposure to international and emerging equity markets.
The Fund's net asset value increased from $10.00 per share at the beginning of
the period to $10.47 by May 31, 1997. The Fund's net assets were $123.2 million
at the end of the reporting period. The net assets of The International
Opportunities Portfolio, in which the Fund invests, totaled approximately $159.3
million on May 31, 1997.
The report that follows includes an interview with Paul A. Quinsee, a member of
the portfolio management team. This interview is designed to answer commonly
asked questions about the Fund, elaborate on what happened during the reporting
period, and provide an outlook for the months ahead.
As chairman and president of Asset Management Services, we look forward to
sharing Morgan's insights regarding global markets with you going forward. If
you have any comments or questions, please call your Morgan representative or
J.P. Morgan Funds Services at (800) 766-7722.
Sincerely yours,
/s/ Ramon de Oliveira /s/ Keith M. Schappert
Ramon de Oliveira Keith M. Schappert
Chairman of Asset Management Services President of Asset Management Services
J.P. Morgan & Co. Incorporated J.P. Morgan & Co. Incorporated
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
LETTER TO THE SHAREHOLDERS . . . . 1 FUND FACTS AND HIGHLIGHTS . . . . 6
FUND PERFORMANCE . . . . . . . . . 2 FINANCIAL STATEMENTS . . . . . . . 9
PORTFOLIO MANAGER Q&A . . . . . . 3
- --------------------------------------------------------------------------------
1
<PAGE>
FUND PERFORMANCE
EXAMINING PERFORMANCE
One way to evaluate a mutual fund's historical performance is to review its
average annual total return. This figure takes the fund's actual (or cumulative)
return and shows what would have happened if the fund had achieved that return
by performing at a constant rate each year. Average annual total returns
represent the average yearly change of a fund's value over various time periods,
typically 1, 5, or 10 years (or since inception). Total returns for periods of
less than one year are not annualized and provide a picture of how a fund has
performed over the short term.
<TABLE>
<CAPTION>
PERFORMANCE
TOTAL RETURNS
---------------------------------------------------
ONE THREE SINCE
AS OF MAY 31, 1997 MONTH MONTHS INCEPTION*
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The JPM Institutional International
Opportunities Fund 3.87% 5.12% 5.12%
MSCI World All Countries
ex-U.S. Index 6.04% 6.83% 6.83%
Lipper International
Equity Fund Average 5.94% 6.40% 6.40%
</TABLE>
*2/26/97 -- COMMENCEMENT OF OPERATIONS (TOTAL RETURNS BASED ON MONTH END
FOLLOWING INCEPTION). THE FUND'S TOTAL RETURN SINCE ITS COMMENCEMENT OF
OPERATIONS ON 2/26/97 IS 4.70%.
PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS. FUND RETURNS ARE NET OF
FEES, ASSUME THE REINVESTMENT OF DISTRIBUTIONS AND REFLECT THE REIMBURSEMENT OF
CERTAIN FUND AND PORTFOLIO EXPENSES AS DESCRIBED IN THE PROSPECTUS. LIPPER
ANALYTICAL SERVICES, INC. IS A LEADING SOURCE FOR MUTUAL FUND DATA. ALTHOUGH
GATHERED FROM RELIABLE SOURCES, BENCHMARK AND COMPETITIVE PERFORMANCE DATA
ACCURACY AND COMPLETENESS CANNOT BE GUARANTEED. THE JPM INSTITUTIONAL
INTERNATIONAL OPPORTUNITIES FUND INVESTS ALL OF ITS INVESTABLE ASSETS IN THE
INTERNATIONAL OPPORTUNITIES PORTFOLIO, A SEPARATELY REGISTERED INVESTMENT
COMPANY WHICH IS NOT AVAILABLE TO THE PUBLIC BUT ONLY TO OTHER COLLECTIVE
INVESTMENT VEHICLES SUCH AS THE FUND.
2
<PAGE>
PORTFOLIO MANAGER Q&A
[PHOTO]
Following is an interview with PAUL A. QUINSEE, a member of the portfolio
management team for The International Opportunities Portfolio in which the Fund
invests. Paul joined Morgan in 1992 as an international equity portfolio
manager. Previously, he worked for five years as an equity portfolio manager
with Citibank and for two years with Schroder Capital Management in London. This
interview was conducted on June 30, 1997 and reflects Paul's views on that date.
SINCE THE FUND HAS NOT BEEN IN OPERATION FOR A FULL SIX MONTHS, CAN YOU PLEASE
COMMENT INSTEAD ON THE BEHAVIOR OF INTERNATIONAL SINCE THE FUND COMMENCED?
PAQ: During that three-month period, the returns from the major markets were
all remarkably similar, at least before currency is taken into account. If you
look at Japan, continental Europe, and the U.K., returns from all three of those
regions were very close to 7% (before currency is taken into account). There's
been a strong market for equity returns in most of the world; the European
markets have been strong for a while, which also continued during this period.
The European markets were helped by low, and actually, declining interest
rates. This region also benefited from a favorable currency environment, and by
growing signs of economic recovery in the continental countries. All of this
produced a string of upgrades to earnings forecasts. At the same time, you also
had generally favorable news regarding corporate restructurings from big
European companies. For example, in Germany, KRUPP-HOESCH made a bid for
Thyssen. While forced to drop its bid, there is a positive expectation that some
restructuring is still likely to come about. We also saw very aggressive
restructuring plans announced by PHILIPS ELECTRONICS, a technology company in
the Netherlands; it announced a joint venture with Lucent, the U.S.
communications equipment company.
So, the European markets continued to do well for the Fund's initial
three-month period. In fact, many of them have been outperforming the U.S.
markets in the last year. The change during this period, however, was that the
Japanese market joined in. The Japanese stock market had been considerably
underperforming other markets since last year, which continued into January and
February of 1997. In March, however, the Japanese market began to rally, and
during this period the returns from investing in Japan actually matched those in
Europe.
WHAT WAS BEHIND THIS TURNAROUND IN JAPAN?
PAQ: The Japanese market benefited from receding concerns over its financial
companies, helped, in part, by an acceleration in the pace of deregulation in
that sector. Japan also benefited from increasing signs that the economy was
continuing to recover, despite tax increases the government put in place at the
beginning of April. Corporate profits released during the period also matched
expectations, so in general, there were really no disappointments.
Furthermore, the Japanese yen -- which had been very weak against the U.S.
dollar over the previous two
3
<PAGE>
years -- recovered sharply in May. The yen recovered because investors noticed
that Japan's current account surplus had begun to rise again and because
investors began to expect Japan's economic recovery would continue to bring an
end to its current environment of abnormally low interest rates.
On top of all this, comments from the Japanese authorities that the yen was
too low sparked a dramatic recovery; over the period, the yen actually
strengthened against the U.S. dollar and, in dollar terms, Japan outperformed
many other markets.
IN CONTRAST TO THE POSITIVE PERFORMANCE IN JAPAN, OTHER MARKETS IN ASIA DID NOT
PERFORM SO WELL -- SPECIFICALLY MALAYSIA AND THAILAND. WHY?
PAQ: Well, the weakest markets in the period were those elsewhere in Asia. In
fact, with the exception of Japan, the Asian markets lost ground overall.
Specifically, the Malaysian market was affected by great concern throughout the
region about possible implications of overdevelopment in its real estate market.
The Malaysian real estate market has been very strong for a number of years,
which in turn encouraged a tremendous amount of new construction. Analysts,
therefore, began to worry about what this could mean for occupancy levels and
rental values in the future. Of course, I might add, the catalyst for much of
this worry was the fact that concerns were growing as a result of Thailand's
real estate market. Thailand had enjoyed a similar real estate boom, which began
to unwind, creating a very negative impact on the Thai stock market. So
investors have been looking at the Asian markets as a whole and anticipating
where new problems might surface. As a result of the downside risks inherent in
their real estate markets, Malaysian stocks were weak and Thai stocks collapsed.
Looking on the brighter side, however, Hong Kong performed reasonably well in
the run-up to its handover to Chinese rule. Also, markets in Latin America were
extremely strong during this period, particularly the Brazilian market. Economic
news from Latin America remained excellent, and long-term interest rates on
foreign debt continued to fall. Most emerging market stocks did well during the
period.
ON THE POLITICAL FRONT, THERE WERE SOME CONSIDERABLE CHANGES IN EUROPE THAT
CAUSED SOME VOLATILITY IN THOSE MARKETS. CAN YOU COMMENT ON SPECIFIC EVENTS?
PAQ: Yes. In both the U.K. and France, although for unconnected reasons, we saw
the ruling conservative right-wing parties lose in elections. In the U.K., this
was no surprise. The British conservative party had been in power since 1979,
and the switch of the government to the Labour Party was widely expected,
particularly in light of the party's move to the proverbial "center." So, while
there was some normal noise, due to the uncertainty surrounding any election,
the U.K.'s volatility was really only temporary. In fact, one of the first
actions of the U.K.'s new Labour Party was to grant independence to the Bank of
England, which was well received by the financial markets. Long-term interest
rates in the U.K. fell, even though short-term rates were raised to head off the
continuing strength of this economy.
The election result in France was much more surprising. It appears that
voters were fed up with austerity policies of the center parties and instead
voted for a socialist administration. Initially, markets reacted very badly to
this news. However, French stocks recovered all of their losses, as it became
clear, first, that the Socialist election rhetoric was unlikely to be followed
immediately with policy initiatives and, second, that the French economy was
still recovering.
4
<PAGE>
DID THESE ELECTIONS IN EUROPE HAVE ANY IMPACT ON THE PROGRESS THE REGION IS
MAKING TOWARD ECONOMIC & MONETARY UNION (EMU)?*
PAQ: Yes, in Europe, there had been tremendous debate about progress in the
monetary union during the period. Particularly, the debates focused on the
difficulties the countries have had in meeting the so-called Maastricht
criteria. In France, the voters clearly indicated they had enough of budget and
spending cuts. Even in Germany, with its high unemployment, it became clear the
government there, too, would struggle to meet the budget criteria. The German
government proposed a revaluation of its gold reserves to apply the surplus
toward its government spending targets. The Bundesbank, however, prevented this
adjustment, indicating it would be perceived as accounting trickery to meet EMU
membership criteria.
Even with these "hiccups," however, investors increasingly took the view that
monetary union was still likely to go ahead, but that it could be a
broader-based union than was anticipated earlier. Given that so many countries
are having problems with the budget deficit criteria, it is now expected that
Spain, and perhaps even Italy, could be first-round participants in 1999. In
other words, it is now believed the Maastricht criteria may not be applied so
strictly. Our view is that, while we expect the path won't be smooth, it is
still more likely than not that monetary union will occur on time in January
1999.
MOVING TOWARD THE SECOND HALF OF 1997, HOW ARE YOU POSITIONING THE PORTFOLIO?
WHICH MARKETS DO YOU BELIEVE WILL ADD MOST VALUE?
PAQ: You know, it's not easy to find undervalued situations right now, with
such strong performance having come from most markets over the past two or three
years. Two markets we've recently been focusing on, however, are Australia and
New Zealand. In the past year, companies in these markets have provided
relatively disappointing results. We feel now, however, that period is over and
that stocks in those markets represent relatively good value. We think these are
some of the best values that are offered around the world.
We also expect to increase the Portfolio's positions in the U.K., which is
another market that's lagged. The U.K. market has so far responded well to the
proposed policies of the new Labour Party. We also think there are a number of
companies in the U.K. that are undervalued. So that's an area where we expect to
increase the Portfolio's allocation.
It's more difficult to choose between the major continental markets and Japan
at this point, with the relative performance of the European markets being so
strong. The valuation gap between the two has narrowed, but we continued to
emphasize Germany in the Portfolio. We think companies there will benefit from
the restructuring and cost cutting that now seems to be the trend in Germany's
corporate sector. We have reduced the Portfolio's exposure to France and expect
to maintain that reduced position going forward. The French market has already
done quite well, and we believe it is no longer undervalued.
Regarding Japan, we think investors are generally overemphasizing Japan's
economic difficulties. We believe the Japanese economy will continue to recover
at a healthy rate this year, helped by its low interest rate environment. We are
not likely to add significant positions in Japan; while the valuation gap has
narrowed, we still think Japan is no bargain -- especially given that many
European companies have been enthusiastically restructuring.
Lastly, we will continue to maintain a considerable allocation to emerging
equity markets, as we believe excellent opportunities continue to exist in a
majority of the emerging countries. A number of Asian markets now appear most
attractive, notably Korea and India. These markets have underperformed in the
past due to a decline in competitiveness, but now show signs of recovery and
improving earnings forecasts.
* FOR A MORE DETAILED EXPLANATION OF EUROPEAN ECONOMIC & MONETARY UNION (EMU),
PLEASE CALL 1-800-766-7722 TO OBTAIN A COPY OF J.P. MORGAN INVESTMENTS' MOST
RECENT PUBLICATION OF "INVESTMENT INSIGHTS."
5
<PAGE>
FUND FACTS
INVESTMENT OBJECTIVE
The JPM Institutional International Opportunities Fund seeks to provide a high
total return from a portfolio of equity securities of foreign companies in
developed and, to a lesser extent, developing markets. It is designed for
investors with a long-term investment horizon who want to diversify their
portfolios by investing in an actively managed portfolio of non-U.S. securities
that seeks to outperform the MSCI World All Countries ex-U.S. Index. As an
international investment, the Fund is subject to foreign market, political, and
currency risks.
- --------------------------------------------------------------------------------
COMMENCEMENT OF OPERATIONS
2/26/97
- --------------------------------------------------------------------------------
NET ASSETS AS OF 5/31/97
$123,176,712
- --------------------------------------------------------------------------------
CAPITAL GAIN PAYABLE DATE (IF APPLICABLE)
12/24/97
EXPENSE RATIO
The Fund's annualized expense ratio of 1.00% covers shareholders' expenses for
custody, tax reporting, investment advisory and shareholder services, after
reimbursement. The Fund is no-load and does not charge any sales, redemption, or
exchange fees. There are no additional charges for buying, selling, or
safekeeping Fund shares, or for wiring redemption proceeds from the Fund.
FUND HIGHLIGHTS
ALL DATA AS OF MAY 31, 1997
PORTFOLIO ALLOCATION
(AS A PERCENTAGE OF TOTAL INVESTMENTS)
[CHART]
EUROPE/AFRICA 50.8%
ASIA PACIFIC EX-JAPAN 18.2%
JAPAN 14.9%
LATIN AMERICA 7.4%
CANADA 2.9%
OTHER 5.8%
LARGEST PORTFOLIO % OF TOTAL
HOLDINGS (EXCLUDING SHORT-TERM INVESTMENTS) INVESTMENTS
- --------------------------------------------------------------------------------
TELECOMUNICACOES BRASILIERAS SA
(ADR) (PREFERRED) (BRAZIL) 1.2%
NOVARTIS AG (SWITZERLAND) 1.1%
SIEMENS AG (GERMANY) 1.0%
TELECOM CORPORATION OF NEW ZEALAND
(NEW ZEALAND) 0.9%
WMC LTD. (AUSTRALIA) 0.9%
BAYER AG (GERMANY) 0.9%
TOYOTA MOTOR CORP. (JAPAN) 0.9%
BROKEN HILL PROPRIETARY COMPANY LTD.
(AUSTRALIA) 0.8%
VEBA AG (GERMANY) 0.8%
VODAFONE GROUP PLC (U.K.) 0.8%
6
<PAGE>
FUNDS DISTRIBUTOR, INC. IS THE DISTRIBUTOR OF THE JPM INSTITUTIONAL
INTERNATIONAL OPPORTUNITIES FUND (THE "FUND").
MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("MORGAN") SERVES AS PORTFOLIO
INVESTMENT ADVISOR AND MAKES THE FUND AVAILABLE SOLELY IN ITS CAPACITY AS
SHAREHOLDER SERVICING AGENT FOR CUSTOMERS. INVESTMENTS IN THE FUND ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, MORGAN OR ANY OTHER
BANK. SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL
AGENCY. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE fUND CAN
FLUCTUATE, SO AN INVESTOR'S SHARES WHEN REDEEMED MAY BE WORTH MORE OR LESS THAN
THEIR ORIGINAL COST.
Performance data quoted herein represent past performance. Please remember that
past performance is not a guarantee of future performance. Fund returns are net
of fees, assume the reinvestment of Fund distributions, and reflect the
reimbursement of Fund and Portfolio expenses as described in the Prospectus. Had
expenses not been subsidized, returns would have been lower. The Fund invests
all of its investable assets in The International Opportunities Portfolio (the
"Portfolio"), a separately registered investment company which is not available
to the public but only to other collective investment vehicles such as the Fund.
The Portfolio invests in foreign securities which are subject to special risk.
MORE COMPLETE INFORMATION ABOUT THE FUND, INCLUDING MANAGEMENT FEES AND OTHER
EXPENSES, IS PROVIDED IN THE PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE
INVESTING. YOU MAY OBTAIN ADDITIONAL COPIES OF THE PROSPECTUS BY CALLING J.P.
MORGAN FUNDS SERVICES AT (800) 766-7722.
7
<PAGE>
THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY
<PAGE>
THE JPM INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investment in The International Opportunities
Portfolio ("Portfolio"), at value $119,817,787
Receivable for Shares of Beneficial Interest Sold 3,325,517
Deferred Organization Expenses 11,382
Receivable for Expense Reimbursements 5,719
Other Assets 66,628
------------
Total Assets 123,227,033
------------
LIABILITIES
Organization Expenses Payable 9,948
Shareholder Servicing Fee Payable 9,568
Administrative Services Fee Payable 2,997
Administration Fee Payable 338
Accrued Trustees' Fees and Expenses 162
Fund Services Fee Payable 71
Accrued Expenses 27,237
------------
Total Liabilities 50,321
------------
NET ASSETS
Applicable to 11,769,947 Shares of Beneficial
Interest Outstanding
(par value $0.001, unlimited shares authorized) $123,176,712
------------
------------
Net Asset Value, Offering and Redemption Price
Per Share $10.47
-----
-----
ANALYSIS OF NET ASSETS
Paid-in Capital $118,037,367
Undistributed Net Investment Income 704,460
Accumulated Net Realized Gain on Investment and
Foreign Currency Transactions 397,263
Net Unrealized Appreciation of Investment and
Foreign Currency Translations 4,037,622
------------
Net Assets $123,176,712
------------
------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
9
<PAGE>
THE JPM INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD FROM FEBRUARY 26, 1997 (COMMENCEMENT OF OPERATIONS) TO MAY 31,
1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME ALLOCATED FROM PORTFOLIO
Allocated Dividend Income (Net of Foreign
Withholding Tax of $167,467) $ 758,837
Allocated Interest Income 177,500
Allocated Portfolio Expenses (Net of
Reimbursement of $790) (202,152)
----------
Net Investment Income Allocated from
Portfolio 734,185
FUND EXPENSES
Shareholder Servicing Fee $ 23,241
Registration Fees 15,733
Administrative Services Fee 7,255
Printing Expenses 4,932
Transfer Agent Fees 4,863
Professional Fees 3,993
Administration Fee 740
Amortization of Organization Expenses 618
Fund Services Fee 573
Trustees' Fees and Expenses 322
Insurance Expense 20
Miscellaneous 679
--------
Total Fund Expenses 62,969
Less: Reimbursement of Expenses (33,244)
--------
NET FUND EXPENSES 29,725
----------
NET INVESTMENT INCOME 704,460
NET REALIZED GAIN ON INVESTMENT AND FOREIGN
CURRENCY TRANSACTIONS ALLOCATED FROM PORTFOLIO 397,263
NET CHANGE IN UNREALIZED APPRECIATION OF
INVESTMENT AND FOREIGN CURRENCY TRANSLATIONS
ALLOCATED FROM PORTFOLIO 4,037,622
----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $5,139,345
----------
----------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
10
<PAGE>
THE JPM INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
FEBRUARY 26,
1997
(COMMENCEMENT OF
OPERATIONS) TO
MAY 31, 1997
(UNAUDITED)
----------------
<S> <C>
INCREASE IN NET ASSETS
FROM OPERATIONS
Net Investment Income $ 704,460
Net Realized Gain on Investment and Foreign
Currency Transactions Allocated from Portfolio 397,263
Net Change in Unrealized Appreciation of
Investment and Foreign Currency Translations
Allocated from Portfolio 4,037,622
----------------
Net Increase in Net Assets Resulting from
Operations 5,139,345
----------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Proceeds from Shares of Beneficial Interest Sold 119,335,437
Cost of Shares of Beneficial Interest Redeemed (1,298,070)
----------------
Net Increase from Transactions in Shares of
Beneficial Interest 118,037,367
----------------
Total Increase in Net Assets 123,176,712
NET ASSETS
Beginning of Period --
----------------
End of Period (including undistributed net
investment income of $704,460) $ 123,176,712
----------------
----------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
11
<PAGE>
THE JPM INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share outstanding throughout the period is as follows:
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
FEBRUARY 26,
1997
(COMMENCEMENT OF
OPERATIONS) TO
MAY 31, 1997
(UNAUDITED)
----------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00
----------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.06
Net Realized and Unrealized Gain on Investment
and Foreign Currency 0.41
----------------
Total from Investment Operations 0.47
----------------
NET ASSET VALUE, END OF PERIOD $ 10.47
----------------
----------------
Total Return 4.70%(a)
----------------
----------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (in thousands) $ 123,177
Ratios to Average Net Assets
Expenses 1.00%(b)
Net Investment Income 3.03%(b)
Decrease Reflected in Expense Ratio due to
Expense Reimbursement 0.14%(b)
</TABLE>
- ------------------------
(a) Not Annualized.
(b) Annualized.
The Accompanying Notes are an Integral Part of the Financial Statements.
12
<PAGE>
THE JPM INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 1997
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The JPM Institutional International Opportunities Fund (the "Fund") is a
separate series of The JPM Institutional Funds, a Massachusetts business trust
(the "Trust") which was organized on November 4, 1992. The Trust is registered
under the Investment Company Act of 1940, as amended, as an open-end management
investment company. The Fund commenced operations on February 26, 1997.
The Fund invests all of its investable assets in The International Opportunities
Portfolio (the "Portfolio"), a diversified open-end management investment
company having the same investment objective as the Fund. The value of such
investment included in the Statement of Assets and Liabilities reflects the
Fund's proportionate interest in the net assets of the Portfolio (approximately
75% at May 31, 1997). The performance of the Fund is directly affected by the
performance of the Portfolio. The financial statements of the Portfolio,
including the Schedule of Investments, are included elsewhere in this report and
should be read in conjunction with the Fund's financial statements.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual amounts could differ from
those estimates. The following is a summary of the significant accounting
policies of the Fund:
a)Valuation of securities by the Portfolio is discussed in Note 1 of the
Portfolio's Notes to Financial Statements which are included elsewhere in
this report.
b)The Fund records its share of net investment income, realized and
unrealized gain and loss and adjusts its investment in the Portfolio each
day. All the net investment income and realized and unrealized gain and
loss of the Portfolio is allocated pro rata among the Fund and other
investors in the Portfolio at the time of such determination.
c)Distributions to shareholders of net investment income and net realized
capital gain, if any, are declared and paid annually.
d)The Fund incurred organization expenses in the amount of $12,000. Morgan
Guaranty Trust Company of New York ("Morgan") has agreed to pay the
organization expenses of the Fund. The Fund has agreed to reimburse Morgan
for these costs which are being deferred and will be amortized on a
straight-line basis over a period not to exceed five years beginning with
the commencement of operations.
e)The Fund is treated as a separate entity for federal income tax purposes.
The Fund intends to comply with the provisions of the Internal Revenue
Code of 1986, as amended, applicable to regulated investment companies and
to distribute all of its income, including net realized capital gains, if
any, within the prescribed time periods. Accordingly, no provision for
federal income or excise tax is necessary.
13
<PAGE>
THE JPM INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
f)Expenses incurred by the Trust with respect to any two or more funds in
the Trust are allocated in proportion to the net assets of each fund in
the Trust, except where allocations of direct expenses to each fund can
otherwise be made fairly. Expenses directly attributable to a fund are
charged to that fund.
2. TRANSACTIONS WITH AFFILIATES
a)The Trust, on behalf of the Fund, has retained Funds Distributor, Inc.
("FDI"), a registered broker-dealer, to serve as co-administrator and
distributor for the Fund. Under a Co-Administration Agreement between FDI
and the Trust on behalf of the Fund, FDI provides administrative services
necessary for the operations of the Fund, furnishes office space and
facilities required for conducting the business of the Fund and pays the
compensation of the Fund's officers affiliated with FDI. The Fund 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 is based on the ratio of the Fund's net
assets to the aggregate net assets of the Trust, The JPM Pierpont Funds,
the Portfolio and the other portfolios in which the Trust and The JPM
Pierpont Funds invest (the "Master Portfolios"), JPM Series Trust and JPM
Series Trust II. For the period from February 26, 1997 (commencement of
operations) to May 31, 1997, the fee for these services amounted to $740.
b)The Trust, on behalf of the Fund, has an Administrative Services Agreement
(the "Services Agreement") with Morgan under which Morgan is responsible
for overseeing certain aspects of the administration and operation of the
Fund. Under the Services Agreement, the Fund has agreed to pay Morgan a
fee equal to its allocable share of an annual complex-wide charge. This
charge is calculated daily based on the aggregate net assets of the Master
Portfolios and JPM Series Trust 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 aggregate average daily net assets in excess
of $7 billion less the complex-wide fees payable to FDI. The portion of
this charge payable by the Fund is determined by the proportionate share
that its net assets bear to the net assets of the Trust, the Master
Portfolios, other investors in the Master Portfolios for which Morgan
provides similar services, and JPM Series Trust. For the period from
February 26, 1997 (commencement of operations) to May 31, 1997, the fee
for these services amounted to $7,255.
In addition, Morgan has agreed to reimburse the Fund to the extent
necessary to maintain the total operating expenses of the Fund, including
the expenses allocated to the Fund from the Portfolio, at no more than
1.00% of the average daily net assets of the Fund through March 30, 1998.
For the period from February 26, 1997 (commencement of operations) to May
31, 1997, Morgan has agreed to reimburse the Fund $33,244 for expenses
under this agreement.
c)The Trust, on behalf of the Fund, has a Shareholder Servicing Agreement
with Morgan to provide account administration and personal and account
maintenance services to Fund shareholders. The agreement provides for the
Fund to pay Morgan a fee for these services which is computed daily and
paid monthly at an annual rate of 0.10% of the average daily net assets of
the Fund. For the period from February 26, 1997 (commencement of
operations) to May 31, 1997, Morgan's fee for these services amounted to
$23,241.
14
<PAGE>
THE JPM INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
d)The Trust, on behalf of the Fund, has a Fund Services Agreement with
Pierpont Group, Inc. ("Group") to assist the Trustees in exercising their
overall supervisory responsibilities for the Trust's affairs. The Trustees
of the Trust represent all the existing shareholders of Group. The Fund's
allocated portion of Group's costs in performing its services amounted to
$573 for the period from February 26, 1997 (commencement of operations) to
May 31, 1997.
e)An aggregate annual fee of $75,000 is paid to each Trustee for serving as
a Trustee of the Trust, The JPM Pierpont Funds, the Master Portfolios and
JPM Series Trust. The Trustees' Fees and Expenses shown in the financial
statements represents the Fund's allocated portion of the total fees and
expenses. Prior to April 1, 1997, the aggregate annual Trustee fee was
$65,000. The Trust's Chairman and Chief Executive Officer also serves as
Chairman of Group and receives compensation and employee benefits from
Group in his role as Group's Chairman. The allocated portion of such
compensation and benefits included in the Fund Services Fee shown in the
financial statements was $120.
3. TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest of one or more series.
Transactions in shares of beneficial interest of the Fund were as follows:
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
FEBRUARY 26,
1997
(COMMENCEMENT OF
OPERATIONS) TO
MAY 31, 1997
(UNAUDITED)
----------------
<S> <C>
Shares sold...................................... 11,900,425
Shares redeemed.................................. (130,478)
----------------
Net Increase..................................... 11,769,947
----------------
----------------
</TABLE>
15
<PAGE>
The International Opportunities Portfolio
Semi-annual Report May 31, 1997
(unaudited)
(The following pages should be read in conjunction
with The JPM Institutional International Opportunities Fund
Semi-annual Financial Statements)
16
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
COMMON STOCK (88.8%)
ARGENTINA (1.1%)
Nobleza Piccardo (B Shares) (Food, Beverages &
Tobacco)....................................... 91,000 $ 485,267
Telecom Argentina Stet - France Telecom S.A.
(Spon. ADR) (Telecommunication Services)....... 11,600 619,150
YPF Sociedad Anonima (Spon. ADR)
(Oil-Production)............................... 21,000 630,000
-------------
1,734,417
-------------
AUSTRALIA (6.0%)
Amcor Ltd. (Packaging & Containers).............. 60,700 402,008
Broken Hill Proprietary Company Ltd. (Metals &
Mining)........................................ 89,700 1,287,700
CSR Ltd. (Building Materials).................... 243,400 893,088
E-mail Ltd. (Manufacturing)...................... 120,500 373,343
Fosters Brewing Group Ltd. (Food, Beverages &
Tobacco)....................................... 192,000 377,092
Mayne Nickless Ltd. (Commercial Services)........ 92,900 553,030
National Australia Bank Ltd. (Banking)........... 83,400 1,192,307
North Ltd. (Metals & Mining)..................... 107,100 409,279
Rio Tinto Ltd. (Metals & Mining)................. 56,400 924,421
Santos Ltd. (Oil-Production)..................... 93,000 380,883
Southcorp Holdings Ltd. (Food, Beverages &
Tobacco)....................................... 172,100 641,953
Westpac Banking Corporation Ltd. (Banking)....... 118,942 645,582
WMC Ltd. (Metals & Mining)....................... 217,900 1,408,288
-------------
9,488,974
-------------
AUSTRIA (0.5%)
Boehler Uddeholm AG (Metals & Mining)............ 3,100 233,968
Creditanstalt-Bankverein (Banking)............... 5,600 230,872
OMV AG (Oil-Production).......................... 3,000 379,617
-------------
844,457
-------------
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
BELGIUM (1.9%)
Credit Communal Holding/ Dexia (Banking)......... 2,150 $ 214,622
Delhaize Le Lion (Retail)........................ 2,900 144,539
Electrabel SA (Utilities)........................ 3,450 773,047
Fortis AG (Insurance)............................ 2,350 457,160
Groupe Bruxelles Lambert SA (Financial
Services)...................................... 2,550 406,992
Kredietbank NV (Banking)......................... 1,020 420,752
PetroFina SA (Oil-Production).................... 1,550 545,837
-------------
2,962,949
-------------
BRAZIL (1.0%)
Companhia Paranaense de Energia - Copel
(Electric)..................................... 26,000,000 383,404
Electrolux do Brasil SA (ADR) (Electric)......... 36,900 315,111
Iochpe-Maxion SA (Spon. ADR) (Diversified
Manufacturing)+................................ 139,200 357,257
Makro Atacadista SA (Spon. ADR) (Retail)......... 42,600 532,500
-------------
1,588,272
-------------
CANADA (2.9%)
Alcan Aluminium Ltd. (Metals & Mining)........... 6,400 229,675
Avenor, Inc. (Forest Products & Paper)........... 9,600 187,916
BCE Inc. (Telecommunication Services)............ 21,600 569,229
Hudson's Bay Co. (Retail)........................ 7,000 150,217
Imasco, Ltd. (Food, Beverages & Tobacco)......... 20,400 572,361
Laidlaw, Inc. (Pollution Control)................ 29,100 394,515
Magna International Inc. (Class A) (Automotive
Supplies)...................................... 14,500 777,908
National Bank of Canada (Banking)................ 40,000 471,240
Noranda Inc. (Metals & Mining)................... 21,300 475,619
Petro - Canada (Oil-Production).................. 45,600 793,423
-------------
4,622,103
-------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
17
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
CHILE (1.0%)
Administradora de Fondos de Pensiones Provida SA
(ADR) (Banking)................................ 16,300 $ 334,150
Compania Cervecerias Unidas SA (ADR) (Food,
Beverages & Tobacco)........................... 24,300 575,606
Empresa Nacional de Electricidad SA (Spon. ADR)
(Utilities).................................... 34,000 765,000
-------------
1,674,756
-------------
CHINA (0.3%)
Tsingtao Brewery Co. Ltd. (Series B) (Food,
Beverages & Tobacco)+.......................... 1,102,000 444,439
-------------
COLOMBIA (0.3%)
Banco Industrial Colombiano SA (ADR) (Banking)... 24,600 433,575
-------------
CZECH REPUBLIC (0.3%)
Central European Media Entertainment Ltd.
(Entertainment, Leisure & Media)+.............. 9,700 225,525
Tabak A.S. (Food, Beverages & Tobacco)........... 900 208,365
-------------
433,890
-------------
DENMARK (0.2%)
A/S Det Ostasiatiske Kompagni (Diversified
Manufacturing)+................................ 14,000 351,553
-------------
FINLAND (0.8%)
Nokia AB (Telecommunications-Equipment).......... 12,344 807,455
Rautaruukki OY (K Shares) (Metals & Mining)...... 50,000 476,684
-------------
1,284,139
-------------
FRANCE (6.7%)
AXA (Insurance).................................. 9,593 575,265
Canal Plus SA (Broadcasting & Publishing)........ 2,300 390,420
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
FRANCE (CONTINUED)
Carrefour Supermarche SA (Retail)................ 500 $ 328,908
Christian Dior SA (Retail)....................... 1,987 312,113
Compagnie de Saint Gobain SA (Building
Materials)..................................... 4,771 659,983
Compagnie de Suez SA (Financial Services)........ 4,800 245,270
Compagnie Generale des Eaux (Utilities).......... 3,927 483,932
Credit Commercial de France SA (Banking)......... 5,737 243,062
Credit Local de France (Financial Services)...... 3,190 298,431
Elf Aquitaine SA (Oil-Services).................. 7,300 731,078
Erid Beghin Say SA (Insurance)................... 3,460 485,236
L'Air Liquide SA (Chemicals)..................... 3,400 522,261
Lagardere Groupe (Entertainment, Leisure &
Media)......................................... 13,900 409,654
Peugeot SA (Automotive).......................... 4,244 420,607
Pinault-Printemps-Redoute SA (Retail)............ 1,158 486,395
Promodes (Retail)................................ 1,350 458,085
Sanofi (Pharmaceuticals)......................... 4,500 391,305
SEITA (Food, Beverages & Tobacco)................ 14,500 494,282
SGS Thomson Microelectronics NV (Electronics)+... 8,700 708,504
Societe Generale (Banking)....................... 4,100 456,149
Synthelabo (Pharmaceuticals)..................... 3,800 445,197
Thomson CSF (Electronics)........................ 9,100 259,820
Total SA (Oil-Services).......................... 6,843 627,113
Usinor Sacilor (Metals & Mining)................. 17,287 259,838
-------------
10,692,908
-------------
GERMANY (7.1%)
Allgemeine Handelsgesellschaft der Verbraucher AG
(Retail)+...................................... 1,850 574,884
Allianz AG (Insurance)........................... 3,000 635,861
Bayer AG (Chemicals)............................. 35,600 1,382,829
Bayerische Hypotheken-und Wechsel Bank AG
(Banking)...................................... 26,850 854,037
Continental AG (Automotive)...................... 12,420 282,762
Daimler Benz AG (Automotive)..................... 5,390 415,573
Deutsche Bank AG (Banking)....................... 14,600 810,654
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
18
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
GERMANY (CONTINUED)
Deutsche Telekom AG (Telecommunication
Services)...................................... 44,970 $ 999,297
Fried, Krupp AG Hoesch Krupp (Machinery)......... 3,520 650,108
Lufthansa AG (Airlines).......................... 23,800 379,698
Muenchener Rueckversicherungs-Gesellschaft AG
(Insurance).................................... 275 701,382
Papierwerke Waldhof-Aschaffenburg AG (Forest
Products & Paper).............................. 2,100 365,686
Schering AG (Pharmaceuticals).................... 5,480 551,354
Siemens AG (Electrical Equipment)................ 26,900 1,519,310
VEBA AG (Utilities).............................. 22,200 1,257,369
-------------
11,380,804
-------------
GREECE (0.7%)
National Mortgage Bank of Greece (Banking)....... 7,680 519,985
Silver & Baryte Ores Mining (Metals & Mining).... 30,700 568,936
-------------
1,088,921
-------------
HONG KONG (1.3%)
Cheung Kong Holdings Ltd. (Real Estate).......... 50,000 511,387
Dickson Concepts International Ltd. (Wholesale &
International Trade)........................... 88,000 329,353
Genting International PLC (Commercial
Services)...................................... 76,000 196,080
Guangdong Investment Ltd. (Holding Companies).... 464,000 613,794
HSBC Holdings PLC (Banking)...................... 14,000 424,596
-------------
2,075,210
-------------
HUNGARY (0.4%)
Magyar Olaj ES Gas (Natural Gas)................. 19,200 361,808
Polifarb Cieszyn SA (Chemicals).................. 35,600 201,722
-------------
563,530
-------------
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
INDIA (1.2%)
Indian Petrochemicals Corp. Ltd. (GDR)
(Chemicals)+................................... 36,400 $ 427,700
Larsen & Toubro Ltd. (GDR) (Diversified
Manufacturing)................................. 28,400 375,590
Steel Authority of India Ltd. (GDR) (Metals &
Mining)........................................ 89,200 724,750
Wockhardt Ltd. (GDR) (Pharmaceuticals)........... 62,500 437,500
-------------
1,965,540
-------------
INDONESIA (1.3%)
P.T. Multi Bintang Indonesia (Food, Beverages &
Tobacco)....................................... 45,000 823,227
P.T. Niaga Bank (Banking)........................ 207,000 595,683
P.T. Pabrik Kertas Tjiwi Kimia (Metals &
Mining)........................................ 278,000 282,857
P.T. Semen Cibinong (Building Materials)......... 139,000 347,143
-------------
2,048,910
-------------
IRELAND (1.8%)
Allied Irish Banks PLC (Banking)................. 88,000 671,009
Bank of Ireland PLC (Banking).................... 12,300 132,790
CRH PLC (Building Materials)..................... 27,200 268,186
Greencore Group PLC (Food, Beverages &
Tobacco)....................................... 18,400 94,461
Irish Life PLC (Insurance)....................... 74,300 381,436
Jefferson Smurfit Group PLC (Forest Products &
Paper)......................................... 256,000 703,503
Waterford Wedgwood PLC (Household Products)...... 436,900 560,732
-------------
2,812,117
-------------
ISRAEL (0.4%)
Teva Pharmaceutical Industries Ltd. (ADR)
(Pharmaceuticals).............................. 10,300 619,931
-------------
ITALY (3.6%)
Arnoldo Mondadori Editore SPA (Entertainment,
Leisure & Media)............................... 70,700 413,719
Banca Fideuram SPA (Financial Services).......... 147,700 381,080
ENI SPA (Oil-Services)........................... 210,000 1,048,883
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
19
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
ITALY (CONTINUED)
Fiat SPA (Automotive)............................ 125,000 $ 410,436
Instituto Mobiliare Italiano SPA (Financial
Services)...................................... 57,000 499,314
Instituto Nazionale Delle Assicurazioni
(Insurance).................................... 651,000 900,425
Mediolanum SPA (Insurance)....................... 48,000 482,043
Montedison SPA (Chemicals)....................... 825,000 504,714
Telecom Italia SPA (Telecommunications).......... 377,000 1,039,546
-------------
5,680,160
-------------
JAPAN (14.8%)
Asahi Bank Ltd. (Banking)........................ 60,000 391,830
Asatsu Inc. (Commercial Services)................ 10,000 326,954
Ashikaga Bank Ltd. (Banking)..................... 148,000 488,973
Bank of Tokyo - Mitsubishi (Banking)............. 42,000 728,053
Canon Sales Co. Inc. (Miscellaneous)............. 21,000 481,164
Central Glass Co. Ltd. (Diversified
Manufacturing)................................. 55,000 160,002
Cosmo Oil Co. Ltd. (Oil-Production).............. 28,000 127,109
Dai Ichi Pharmaceutical Co. Ltd.
(Pharmaceuticals).............................. 47,000 806,659
Daiken Corp. (Forest Products & Paper)........... 78,000 468,549
Daiwa Bank Ltd. (Banking)........................ 83,000 325,504
DDI Corp. (Telecommunications)................... 62 462,353
Ebara Corp. (Machinery).......................... 40,000 580,108
Fuji Bank Ltd. (Banking)......................... 17,000 218,828
Fujitsu Ltd. (Computer Systems).................. 25,000 304,643
Hitachi Ltd. (Electrical Equipment).............. 76,000 808,719
Izumi Co. Ltd. (Retail).......................... 11,000 153,866
Izumiya Co. Ltd. (Retail)........................ 32,000 516,262
Japan Synthetic Rubber (Chemicals)............... 59,000 480,992
Japan Tobacco Inc. (Food, Beverages & Tobacco)... 90 688,149
Kyocera Corp. (Electronics)...................... 12,000 863,983
Matsushita Electric Industries Co. Ltd.
(Electronics).................................. 43,000 808,118
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
JAPAN (CONTINUED)
Mitsubishi Electric Corp. Ltd. (Electrical
Equipment)..................................... 106,000 $ 600,360
Mitsubishi Heavy Industries Ltd. (Machinery)..... 80,000 575,302
Mitsui Trust & Banking Co. Ltd. (Banking)........ 106,000 796,842
Nagase & Co. Ltd. (Wholesale & International
Trade)......................................... 39,000 264,061
Nippon Express Co. Ltd. (Transport & Services)... 54,000 419,377
Nippon Oil Co. (Oil-Production).................. 18,000 91,135
Nippon Steel Corp. (Metals & Mining)............. 211,000 617,446
Nippon Telegraph & Telephone Corp.
(Telecommunications)........................... 40 381,018
Nissan Motor Co. Ltd. (Automotive)............... 136,000 900,987
Nomura Securities Co. Ltd. (Financial
Services)...................................... 48,000 568,437
NSK Ltd. (Machinery)............................. 53,000 346,572
Rengo Co. Ltd. (Forest Products & Paper)......... 22,000 123,470
Ricoh Corp. Ltd. (Electrical Equipment).......... 15,000 196,945
Sakura Bank Ltd. (Banking)....................... 101,000 604,110
Seiren Co. Ltd. (Textiles)....................... 76,000 346,314
Sekisui Chemical Co. Ltd. (Chemicals)............ 75,000 778,769
Sony Corp. (Electronics)......................... 8,000 673,475
Sumitomo Forestry Co. Ltd. (Forest Products &
Paper)......................................... 31,000 337,853
Sumitomo Realty & Development Co. Ltd. (Building
Materials)..................................... 42,000 329,786
Taisei Corp. (Construction & Housing)............ 156,000 668,017
Takashimaya Co. Ltd. (Retail).................... 11,000 143,482
The Long-Term Credit Bank of Japan Ltd.
(Banking)...................................... 70,000 228,267
Tokio Marine & Fire Insurance Co. Ltd.
(Insurance).................................... 31,000 364,455
Tostem Corp. (Construction & Housing)............ 23,000 613,833
Toyo Tire & Rubber Co. (Automotive Supplies)..... 110,000 354,930
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
20
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
JAPAN (CONTINUED)
Toyota Motor Corp. (Automotive).................. 48,000 $ 1,375,783
West Japan Railway Co. (Railroads)............... 180 673,475
-------------
23,565,319
-------------
MEXICO (1.6%)
Cemex SA de CV (Spon. ADR) (B Shares) (Building
Materials)..................................... 65,800 530,512
Cifra SA de CV (Unspon. ADR) (B Shares)
(Retail)....................................... 264,900 437,085
Empresas ICA Sociedad Controladora SA de CV
(Spon. ADR) (Construction & Housing)........... 22,700 329,150
Telefonos de Mexico SA de CV (Spon. ADR) (Class
L) (Telecommunications)........................ 27,646 1,226,791
-------------
2,523,538
-------------
NETHERLANDS (2.0%)
Aegon NV (Insurance)............................. 6,500 475,957
Heineken NV (Food, Beverages & Tobacco).......... 2,110 357,501
Koninklijke PTT Nederland NV
(Telecommunications)........................... 9,128 319,686
Philips Electronics NV (Electronics)............. 10,020 548,844
Royal Dutch Petroleum Co. (Oil-Services)......... 5,900 1,141,093
Unilever NV (Food, Beverages & Tobacco).......... 2,040 392,846
-------------
3,235,927
-------------
NEW ZEALAND (2.0%)
Brierley Investments Ltd. (Financial Services)... 325,000 303,020
Fletcher Challenge Building Division Ltd.
(Building Materials)........................... 105,000 293,697
Fletcher Challenge Paper Division Ltd. (Forest
Products & Paper).............................. 271,700 630,498
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
NEW ZEALAND (CONTINUED)
Lion Nathan Ltd. (Food, Beverages & Tobacco)..... 190,600 $ 500,220
Telecom Corporation of New Zealand
(Telecommunications)........................... 302,400 1,455,692
-------------
3,183,127
-------------
NORWAY (2.1%)
Kvaerner ASA (Series B) (Capital Goods).......... 10,800 561,729
Norsk Hydro ASA (Oil-Services)................... 18,000 900,790
Nycomed ASA (Series B) (Medical Supplies)........ 45,000 607,274
Storebrand ASA (A Shares) (Insurance)+........... 190,000 1,249,973
-------------
3,319,766
-------------
PAKISTAN (0.5%)
Adamjee Insurance Co. Ltd. (Insurance)........... 114,000 300,189
Hub Power Co. (GDR) (Utilities)+................. 22,200 512,820
-------------
813,009
-------------
PHILIPPINES (0.3%)
Ayala Land, Inc. (B Shares) (Real Estate)........ 252,500 201,043
Philippine National Bank (Banking)+.............. 42,487 280,293
-------------
481,336
-------------
POLAND (0.1%)
Przedsiebiorstwo Farmaceutyczne JELFA SA
(Pharmaceuticals)+............................. 6,400 124,212
-------------
PORTUGAL (0.3%)
Portugal Telecom SA (ADR) (Telecommunications)... 10,700 411,950
-------------
RUSSIA (0.5%)
Mosenergo (Spon. ADR) (Electric)................. 7,300 275,940
Tatneft (Spon. ADR) (144A) (Oil-Production)+..... 7,200 597,600
-------------
873,540
-------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
21
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
SINGAPORE (1.4%)
Hotel Properties Ltd. (Restaurants & Hotels)..... 445,000 $ 762,667
Super Coffeemix Manufacturing Ltd. (Food,
Beverages & Tobacco)........................... 92,000 81,090
United Overseas Bank Ltd. (Banking).............. 101,000 1,038,598
Wong's Circuits Holdings Ltd.
(Semiconductors)+.............................. 194,000 345,320
-------------
2,227,675
-------------
SOUTH AFRICA (1.5%)
De Beers Consolidated Mines Ltd. (Centenary
Linked Units) (Metals & Mining)................ 14,700 514,778
Distillers Corporation (South Africa) Ltd. (Food,
Beverages & Tobacco)........................... 164,500 555,817
JD Group Ltd. (Retail)........................... 55,200 336,585
Pepkor Ltd. (Spon. ADR) (Retail)................. 35,300 387,040
Sasol Ltd. (Oil-Production)...................... 46,500 569,673
-------------
2,363,893
-------------
SOUTH KOREA (1.0%)
Korea Electric Power Corp. (ADR) (Electric)...... 18,300 331,687
Pohang Iron & Steel Co. Ltd. (ADR) (Metals &
Mining)........................................ 21,500 623,500
Samsung Electronics Co. Ltd. (GDR represents 1/2
non-voting preferred share) (144A)
(Electronics).................................. 25,040 691,104
-------------
1,646,291
-------------
SPAIN (2.4%)
Acerinox SA (Metals & Mining).................... 880 149,416
Banco Bilbao Vizcaya SA (Banking)................ 9,800 695,464
Banco Popular Espanol SA (Banking)............... 3,000 638,068
Hidroelectrica del Cantabrico SA (Electric)...... 13,700 535,486
Iberdrola SA (Electric).......................... 91,200 1,121,868
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
SPAIN (CONTINUED)
Repsol SA (Gas Exploration)...................... 16,000 $ 670,848
Vallehermoso SA (Real Estate).................... 500 12,648
-------------
3,823,798
-------------
SWEDEN (1.3%)
Avesta Sheffield AB (Metals & Mining)............ 55,000 601,371
Ericsson AB (B Shares) (Telecommunications-
Equipment)..................................... 8,700 306,204
Scania AB (B Shares) (Automotive)................ 30,000 830,726
SKF AB (Series B) (Metals & Mining).............. 15,000 347,430
-------------
2,085,731
-------------
SWITZERLAND (2.9%)
Georg Fischer AG (Automotive Supplies)........... 247 352,690
Liechtenstein Global Trust AG (Banking).......... 550 318,025
Nestle SA (Food, Beverages & Tobacco)............ 340 422,996
Novartis AG (Pharmaceuticals).................... 1,258 1,707,366
Roche Holding AG (Pharmaceuticals)............... 78 693,618
Union Bank of Switzerland (Banking).............. 433 475,034
Zurich Versicherungsgesellschaft (Insurance)..... 1,750 643,260
-------------
4,612,989
-------------
TAIWAN (1.0%)
Asia Cement Corp. (GDS) (Building Materials)..... 41,000 697,205
China Steel Corp. (Spon. GDR) (Metals &
Mining)........................................ 31,400 670,390
Macronix International Co. Ltd. (ADR)
(Semiconductors)+.............................. 15,000 278,437
-------------
1,646,032
-------------
THAILAND (0.6%)
Bangkok Bank Public Co. Ltd. (Banking)........... 60,300 532,342
Siam Cement Public Co. Ltd. (Building
Materials)..................................... 20,600 443,081
-------------
975,423
-------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
22
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
TURKEY (0.2%)
Eregli Demir Ve Celik Fabrikalari AS (Metals &
Mining)........................................ 1,167,000 $ 157,088
Koc Holding AS (Multi - Industry)................ 248,000 52,710
Yapi Kredi Bankasi AS (Banking).................. 7,991,900 189,677
-------------
399,475
-------------
UNITED KINGDOM (11.0%)
Abbey National PLC (Banking)..................... 18,600 268,693
Allied Colloids Group PLC (Chemicals)............ 166,900 354,963
Amersham International PLC (Biotechnology)....... 9,000 204,664
BAT Industries PLC (Food, Beverages & Tobacco)... 52,400 469,352
British Airways PLC (Airlines)................... 35,400 411,192
British Petroleum Co. PLC (Oil-Services)......... 82,300 982,892
BTR PLC (Multi - Industry)....................... 92,600 301,472
Cadbury Schweppes PLC (Food, Beverages &
Tobacco)....................................... 96,400 864,253
EMI Group PLC (Entertainment, Leisure & Media)... 7,100 136,135
Flextech PLC (Broadcasting & Publishing)+........ 24,000 213,204
General Cable PLC (Broadcasting & Publishing)+... 85,100 190,736
Glaxo Wellcome PLC (Pharmaceuticals)............. 55,100 1,101,555
Glynwed International PLC (Metals & Mining)...... 101,600 443,801
Great Universal Stores PLC (Retail).............. 51,900 547,659
Guardian Royal Exchange PLC (Insurance).......... 160,600 735,676
Guinness PLC (Food, Beverages & Tobacco)......... 57,100 531,535
HSBC Holdings PLC (Banking)...................... 36,000 1,117,257
Kingfisher PLC (Retail).......................... 14,100 164,587
Lloyds TSB Group PLC (Banking)................... 54,000 543,095
Lucas Varity PLC (Automotive Supplies)........... 199,700 629,569
MEPC PLC (Real Estate)........................... 54,700 461,764
Racal Electronic PLC (Telecommunications-
Equipment)..................................... 102,900 388,876
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
UNITED KINGDOM (CONTINUED)
Rank Group PLC (Entertainment, Leisure &
Media)......................................... 73,400 $ 516,354
Reed International PLC (Broadcasting &
Publishing).................................... 21,600 212,379
RMC Group PLC (Building Materials)............... 29,200 436,151
Royal Bank of Scotland Group PLC (Banking)....... 88,700 873,581
Sainsbury (J.) PLC (Retail)...................... 77,200 443,310
Scottish Power PLC (Electric).................... 146,300 916,698
Sears PLC (Retail)............................... 285,100 360,312
Standard Chartered PLC (Banking)................. 12,000 190,430
United News & Media PLC (Broadcasting &
Publishing).................................... 23,000 291,241
Vodafone Group PLC (Telecommunications).......... 281,600 1,253,097
Zeneca Group PLC (Pharmaceuticals)............... 29,500 896,225
-------------
17,452,708
-------------
VENEZUELA (0.5%)
Compania Anonima Nacional Telefonos de Venezuela
(ADR) (Telecommunication Services)............. 23,700 879,863
-------------
TOTAL COMMON STOCK (COST $135,644,586)......... 141,437,157
-------------
CONVERTIBLE PREFERRED STOCK (0.2%)
PHILIPPINES (0.2%)
Philippine Long Distance Telephone Co. (GDS
represents 1 Series 2 convertible preferred
share) (Telecommunications) (cost $331,400).... 9,400 300,800
-------------
PREFERRED STOCK (3.8%)
AUSTRALIA (0.7%)
News Corporation Ltd. (Broadcasting &
Publishing).................................... 292,400 1,099,590
-------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
23
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SECURITY DESCRIPTION SHARES VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
BRAZIL (1.8%)
Companhia Acos Especiais Itabira (ADR) (Metals &
Mining)........................................ 135,000 $ 492,750
Telecomunicacoes Brasileiras SA (ADR)
(Telecommunications)........................... 14,180 1,947,977
Varig SA (Transportation)+....................... 220,000 406,550
-------------
2,847,277
-------------
GERMANY (1.3%)
CKAG Colonia Konzern AG (Insurance).............. 7,350 667,962
GEA AG (Machinery)............................... 1,510 610,884
RWE AG (Utilities)............................... 15,780 549,574
Volkswagen AG (Automotive)....................... 510 251,178
-------------
2,079,598
-------------
TOTAL PREFERRED STOCK (COST
$5,634,396)................................... 6,026,465
-------------
RIGHTS (0.0%)(1)
SOUTH KOREA (0.0%)(1)
Samsung Electronics, Expiring 07/01/97
(Electronics)+
(cost $0)...................................... 25,040 0
-------------
WARRANTS (0.3%)
GERMANY (0.3%)
Volkswagen AG, Expiring 10/27/98 (Automotive)+
(cost $420,379)................................ 1,670 562,032
-------------
<CAPTION>
PRINCIPAL
AMOUNT
------------
<S> <C> <C>
CONVERTIBLE BONDS (0.2%)
TAIWAN (0.2%)
Far Eastern Department Stores Ltd., 3.00% due
07/06/01 (Retail) (cost $249,518).............. $ 233,000 256,883
-------------
<CAPTION>
PRINCIPAL
SECURITY DESCRIPTION AMOUNT VALUE
- ------------------------------------------------- ------------ -------------
<S> <C> <C>
SHORT-TERM INVESTMENTS (5.7%)
REPURCHASE AGREEMENT (5.5%)
State Street Bank and Trust Repurchase Agreement,
5.00% due 06/02/97, dated 5/30/97, proceeds
$8,819,673 (collateralized by U.S. Treasury
Note, 6.25% due 03/31/99, valued at
$8,999,019)(2)
(Banking)...................................... $ 8,816,000 $ 8,816,000
-------------
U.S. TREASURY OBLIGATIONS (0.2%)
United States Treasury Bills, 5.39% due
11/13/97(2)
(Government Obligations)....................... 350,000 341,683
-------------
TOTAL SHORT-TERM INVESTMENTS (COST
$9,157,683)................................... 9,157,683
-------------
TOTAL INVESTMENTS (COST $151,437,962) (99.0%)..................
157,741,020
OTHER ASSETS IN EXCESS OF LIABILITIES (1.0%)...................
1,600,103
-------------
NET ASSETS (100.0%)............................................ $ 159,341,123
-------------
-------------
</TABLE>
- ------------------------------
Note: Based on the cost of investments of $151,544,970 for Federal Income Tax
purposes at May 31, 1997, the aggregate gross unrealized appreciation and
depreciation was $9,079,130 and $2,883,080, respectively, resulting in net
unrealized appreciation of $6,196,050.
+ - Non-income producing securities.
1 - Less than 0.1%
2 - Security fully or partially segregated as collateral for futures contracts.
ADR - American Depository Receipt
GDR - Global Depository Receipt
GDS - Global Depository Shares
Spon. ADR - Sponsored ADR
Spon. GDR - Sponsored GDR
Unspon. ADR - Unsponsored ADR
144A - Securities restricted for resale to Qualified Institutional Buyers.
The Accompanying Notes are an Integral Part of the Financial Statements.
24
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
INDUSTRY DIVERSIFICATION
<TABLE>
<CAPTION>
PERCENT OF
PORTFOLIO
-----------------
<S> <C>
Banking........................................... 18.0%
Metals & Mining................................... 7.5%
Food, Beverages & Tobacco......................... 6.1%
Insurance......................................... 5.7%
Telecommunications................................ 5.6%
Pharmaceutical.................................... 4.9%
Retail............................................ 4.3%
Automotive........................................ 3.5%
Oil - Services.................................... 3.4%
Building Materials................................ 3.1%
Chemicals......................................... 3.0%
Electronics....................................... 2.9%
Utilities......................................... 2.7%
Oil - Production.................................. 2.6%
Electric.......................................... 2.5%
Electrical Equipment.............................. 2.0%
Telecommunication Services........................ 1.9%
Forest Products & Paper........................... 1.8%
Machinery......................................... 1.8%
Financial Services................................ 1.7%
Broadcasting & Publishing......................... 1.5%
Automotive Supplies............................... 1.3%
Entertainment, Leisure & Media.................... 1.1%
Construction & Housing............................ 1.0%
Telecommunication - Equipment..................... 0.9%
Diversified Manufacturing......................... 0.8%
Real Estate....................................... 0.8%
Commercial Services............................... 0.7%
Multi-Industry.................................... 0.6%
Airlines.......................................... 0.5%
Restaurants & Hotels.............................. 0.5%
Railroads......................................... 0.4%
Gas Exploration................................... 0.4%
Semiconductors.................................... 0.4%
Hospital Supplies................................. 0.4%
Wholesale & International Trade................... 0.4%
Capital Goods..................................... 0.4%
Household Products................................ 0.4%
Miscellaneous..................................... 0.3%
Transport & Services.............................. 0.3%
Transportation.................................... 0.3%
Packaging & Containers............................ 0.3%
Pollution Control................................. 0.2%
Manufacturing..................................... 0.2%
Natural Gas....................................... 0.2%
Textiles & Apparel................................ 0.2%
Government Obligations............................ 0.2%
Computers - Systems............................... 0.2%
Biotechnology..................................... 0.1%
-----------------
100.0%
-----------------
-----------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
25
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments at Value (Cost $151,437,962) $157,741,020
Foreign Currency at Value (Cost $9,449,763) 9,422,987
Cash 194
Receivable for Investments Sold 1,356,208
Unrealized Appreciation of Forward Foreign
Currency Contracts 116,129
Dividends Receivable 390,099
Variation Margin Receivable 18,491
Deferred Organization Expenses 13,279
Interest Receivable 8,759
Other Assets 1,497
------------
Total Assets 169,068,663
------------
LIABILITIES
Payable for Investments Purchased 8,301,623
Unrealized Depreciation of Forward Foreign
Currency Contracts 1,282,758
Advisory Fee Payable 74,739
Custody Fee Payable 32,261
Organization Expenses Payable 12,000
Administrative Services Fee Payable 3,893
Administration Fee Payable 315
Accrued Trustees' Fees and Expenses 171
Fund Services Fee Payable 89
Accrued Expenses 19,691
------------
Total Liabilities 9,727,540
------------
NET ASSETS
Applicable to Investors' Beneficial Interests $159,341,123
------------
------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
26
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD FROM FEBRUARY 26, 1997 (COMMENCEMENT OF OPERATIONS) TO MAY 31,
1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Dividend Income (Net of Foreign Withholding Tax
of $210,966 ) $ 865,109
Interest Income 212,442
----------
Investment Income 1,077,551
EXPENSES
Advisory Fee $ 173,166
Custodian Fees and Expenses 47,288
Professional Fees and Expenses 16,296
Administrative Services Fee 9,010
Printing Expenses 2,489
Amortization of Organization Expenses 721
Administration Fee 706
Fund Services Fee 698
Trustees' Fees and Expenses 359
Registration Fees 207
Insurance Expense 20
Miscellaneous 678
----------
Total Expenses 251,638
Less: Reimbursement of Expenses (874)
----------
NET EXPENSES 250,764
----------
NET INVESTMENT INCOME 826,787
NET REALIZED GAIN (LOSS) ON
Investment Transactions (including $43,001 net
realized gain from futures contracts) (219,518)
Foreign Currency Transactions 749,109
----------
Net Realized Gain 529,591
NET CHANGE IN UNREALIZED APPRECIATION
(DEPRECIATION) OF
Investments (including $54,096 net unrealized
appreciation from futures contracts) 6,357,154
Foreign Currency Contracts and Translations (1,186,119)
----------
Net Change in Unrealized Appreciation 5,171,035
----------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $6,527,413
----------
----------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
27
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
FEBRUARY 26,
1997
(COMMENCEMENT OF
OPERATIONS) TO
MAY 31, 1997
(UNAUDITED)
----------------
<S> <C>
INCREASE IN NET ASSETS
FROM OPERATIONS
Net Investment Income $ 826,787
Net Realized Gain on Investment and Foreign
Currency Transactions 529,591
Net Change in Unrealized Appreciation of
Investments and Foreign Currency Contracts and
Translations 5,171,035
----------------
Net Increase in Net Assets Resulting from
Operations 6,527,413
----------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
Contributions 154,663,004
Withdrawals (1,849,294)
----------------
Net Increase from Investors' Transactions 152,813,710
----------------
Total Increase in Net Assets 159,341,123
NET ASSETS
Beginning of Period --
----------------
End of Period $ 159,341,123
----------------
----------------
</TABLE>
- --------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM
FEBRUARY 26,
1997
(COMMENCEMENT OF
OPERATIONS) TO
MAY 31, 1997
(UNAUDITED)
----------------
<S> <C>
RATIOS TO AVERAGE NET ASSETS
Expenses 0.87%(a)
Net Investment Income 2.86%(a)
Decrease Reflected in Expense Ratio due to
Expense Reimbursement 0.00%(b)
Portfolio Turnover 13%
Average Broker Commissions $ 0.0066
</TABLE>
- ------------------------
(a) Annualized.
(b) Less than 0.01%.
The Accompanying Notes are an Integral Part of the Financial Statements.
28
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 1997
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The International Opportunities Portfolio (the "Portfolio") is one of eight
subtrusts (portfolios) comprising
The Series Portfolio (the "Series Portfolio"). The Series Portfolio is
registered under the Investment Company Act of 1940, as amended, as a no-load
open-end management investment company which was organized as a trust under the
laws of the State of New York on June 24, 1994. The Portfolio's investment
objective is to provide a high total return from a portfolio of equity
securities of foreign companies in developed and, to a lesser extent, developing
markets. The Portfolio commenced operations on February 26, 1997. The
Declaration of Trust permits the Trustees to issue an unlimited number of
beneficial interests in the Portfolio.
Investments in foreign markets may involve certain considerations and risks not
typically associated with investments in the United States. Future economic and
political developments in foreign countries could adversely affect the liquidity
or value, or both, of such securities in which the Portfolio is invested. The
ability of the issuers of the debt securities held by the Portfolio to meet
their obligations may be affected by economic and political developments in a
specific industry or region.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual amounts could differ from
those estimates. The following is a summary of the significant accounting
policies of the Portfolio:
a)The value of each security for which readily available market quotations
exist is based on a decision as to the broadest and most representative
market for such security. The value of such security will be based either
on the last sale price on a national securities exchange or, in the
absence of recorded sales, at the average of readily available closing bid
and asked prices on such exchanges. Securities listed on a foreign
exchange are valued at the last quoted sale price available before the
time when net assets are valued. Unlisted securities are valued at the
average of the quoted bid and asked prices in the over-the-counter market.
Securities or other assets for which market quotations are not readily
available are valued at fair value in accordance with procedures
established by the Portfolio's Trustees. Such procedures include the use
of independent pricing services, which use prices based upon yields or
prices of securities of comparable quality, coupon, maturity and type;
indications as to values from dealers; and general market conditions. All
portfolio securities with a remaining maturity of less than 60 days are
valued at amortized cost.
Trading in securities on most foreign exchanges and over-the-counter
markets is normally completed before the close of the domestic market and
may also take place on days on which the domestic market is closed. If
events materially affecting the value of foreign securities occur between
the time when the exchange on which they are traded closes and the time
when the Portfolio's net assets are calculated, such securities will be
valued at fair value in accordance with procedures established by and
under the general supervision of the Portfolio's Trustees.
b)The books and records of the Portfolio are maintained in U.S. dollars. The
market value of investment securities, other assets and liabilities and
foreign currency contracts are translated at the prevailing exchange rates
at the end of the period. Purchases, sales, income and expense are
translated at the
29
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
exchange rates prevailing on the respective dates of such transactions.
Translation gains and losses resulting from changes in exchange rates
during the reporting period and gains and losses realized upon settlement
of foreign currency transactions are reported in the Statement of
Operations.
Although the net assets of the Portfolio are presented at the exchange
rates and market values prevailing at the end of the period, the Portfolio
does not isolate the portion of the results of operations arising as a
result of changes in foreign exchange rates from the fluctuations arising
from changes in the market prices of securities during the period.
c)Securities transactions are recorded on a trade date basis. Dividend
income is recorded on the ex-dividend date or as of the time that the
relevant ex-dividend date and amount become known. Interest income, which
includes the amortization of premiums and discounts, if any, is recorded
on an accrual basis. For financial and tax reporting purposes, realized
gains and losses are determined on the basis of specific lot
identification.
d)The Portfolio may enter into forward and spot foreign currency contracts
to protect securities and related receivables and payables against
fluctuations in future foreign currency rates. A forward contract is an
agreement to buy or sell currencies of different countries on a specified
future date at a specified rate. Risks associated with such contracts
include the movement in the value of the foreign currency relative to the
U.S. dollar and the ability of the counterparty to perform.
The market value of the contract will fluctuate with changes in currency
exchange rates. Contracts are valued daily based on procedures established
by and under the general supervision of the Portfolio's Trustees, and the
change in the market value is recorded by the Portfolio as unrealized
appreciation or depreciation of foreign currency translations. At May 31,
1997, the Portfolio had open forward foreign currency contracts as
follows:
SUMMARY OF OPEN FORWARD FOREIGN CURRENCY CONTRACTS
<TABLE>
<CAPTION>
U.S. DOLLAR NET UNREALIZED
VALUE AT APPRECIATION/
PURCHASE CONTRACTS COST/PROCEEDS 5/31/97 (DEPRECIATION)
- ------------------------------------------------- ------------- ----------- --------------
<S> <C> <C> <C>
German Mark 6,658,876, expiring 7/16/97.......... $ 3,940,000 $ 3,917,205 $ (22,795)
Japanese Yen 812,899,730, expiring 7/16/97....... 6,885,000 7,023,924 138,924
</TABLE>
30
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
U.S. DOLLAR NET UNREALIZED
VALUE AT APPRECIATION/
SALES CONTRACTS COST/PROCEEDS 5/31/97 (DEPRECIATION)
- ------------------------------------------------- ------------- ----------- --------------
<S> <C> <C> <C>
Australian Dollar 4,684,769, expiring 7/16/97.... $ 3,642,946 $ 3,568,413 $ 74,533
Belgian Franc 24,374,000, expiring 7/16/97....... 693,034 695,357 (2,323)
British Pound 5,073,976, expiring 7/16/97........ 8,280,236 8,296,884 (16,648)
French Franc 8,907,070, expiring 7/16/97......... 1,551,755 1,552,539 (784)
German Mark 8,696,619, expiring 7/16/97.......... 5,097,467 5,115,944 (18,477)
Irish Pound 411,158, expiring 7/16/97............ 637,896 620,171 17,725
Italian Lira 1,706,500,000, expiring 7/16/97..... 1,000,000 1,006,903 (6,903)
Japanese Yen 2,297,655,763, expiring 7/16/97..... 18,534,727 19,853,074 (1,318,347)
Malaysian Ringgit 2,700,000, expiring 7/16/97.... 1,075,372 1,072,088 3,284
New Zealand Dollar 1,744,778, expiring 7/16/97... 1,202,152 1,201,698 454
Swiss Franc 1,427,000, expiring 7/16/97.......... 1,000,000 1,015,272 (15,272)
--------------
Net Unrealized Depreciation on Forward Foreign
Currency Contracts.............................. $ (1,166,629)
--------------
--------------
</TABLE>
e)Futures -- A futures contract is an agreement to purchase/sell a specified
quantity of an underlying instrument at a specified future date or to
make/receive a cash payment based on the value of a securities index. The
price at which the purchase and sale will take place is fixed when the
Portfolio enters into the contract. Upon entering into such a contract,
the Portfolio is required to pledge to the broker an amount of cash and/or
liquid securities equal to the minimum "initial margin" requirements of
the exchange. Pursuant to the contract, the Portfolio agrees to receive
from or pay to the broker an amount of cash equal to the daily fluctuation
in the value of the contract. Such receipts or payments are known as
"variation margin" and are recorded by the Portfolio as unrealized gains
or losses. When the contract is closed, the Portfolio records a realized
gain or loss equal to the difference between the value of the contract at
the time it was opened and the value at the time when it was closed. The
Portfolio invests in futures contracts for the purpose of hedging its
existing portfolio securities, or securities the Portfolio intends to
purchase, against fluctuations in value caused by changes in prevailing
market interest rates or securities movements. The use of futures
transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged
assets, and the possible inability of counterparties to meet the terms of
their contracts. Futures transactions for the period from February 26,
1997 (commencement of operations) to May 31, 1997, are summarized as
follows:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NUMBER OF CONTRACTS OF CONTRACTS
------------------- ----------------
<S> <C> <C>
Contracts opened................................. 46 $ 6,226,399
Contracts closed................................. (10) (899,025)
------------------- ----------------
Contracts open at end of period.................. 36 $ 5,327,374
------------------- ----------------
------------------- ----------------
</TABLE>
31
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
SUMMARY OF OPEN CONTRACTS AT MAY 31, 1997
<TABLE>
<CAPTION>
NET UNREALIZED
APPRECIATION/
CONTRACTS LONG (DEPRECIATION)
-------------- --------------
<S> <C> <C>
Financial Times - Stock Exchange 100-Share
Index, expiring June 1997........................ 10 $ (25,805)
German Stock Exchange Index, expiring June
1997............................................ 6 14,733
Hang Seng Exchange Index, expiring June 1997..... 10 12,821
Tokyo Stock Exchange Index, expiring June 1997... 10 52,347
-------------- --------------
Totals........................................... 36 $ 54,096
-------------- --------------
-------------- --------------
</TABLE>
f)The Portfolio's custodian takes possession of the collateral pledged for
investments in repurchase agreements on behalf of the Portfolio. It is the
policy of the Portfolio to value the underlying collateral daily on a
mark-to-market basis to determine that the value, including accrued
interest, is at least equal to the repurchase price plus accrued interest.
In the event of default of the obligation to repurchase, the Portfolio has
the right to liquidate the collateral and apply the proceeds in
satisfaction of the obligation. Under certain circumstances, in the event
of default or bankruptcy by the other party to the agreement, realization
and/or retention of the collateral or proceeds may be subject to legal
proceedings.
g)The Portfolio intends to be treated as a partnership for federal income
tax purposes. As such, each investor in the Portfolio will be taxed on its
share of the Portfolio's ordinary income and capital gains. It is intended
that the Portfolio's assets will be managed in such a way that an investor
in the Portfolio will be able to satisfy the requirements of Subchapter M
of the Internal Revenue Code. The Portfolio earns foreign income which may
be subject to foreign withholding taxes at various rates.
h)The Portfolio incurred organization expenses in the amount of $14,000.
Morgan Guaranty Trust Company of New York ("Morgan") has agreed to pay the
organization expenses of the Portfolio. The Portfolio has agreed to
reimburse Morgan for these costs which are being deferred and will be
amortized on a straight-line basis over a period not to exceed five-years
beginning with the commencement of operations of the Portfolio.
i)Expenses incurred by the Series Portfolio with respect to any two or more
portfolios in the Series Portfolio are allocated in proportion to the net
assets of each portfolio in the Series Portfolio, except where allocations
of direct expenses to each portfolio can otherwise be made fairly.
Expenses directly attributable to a portfolio are charged to that
portfolio.
2. TRANSACTIONS WITH AFFILIATES
a)The Portfolio has an Investment Advisory Agreement with Morgan. Under the
terms of the agreement, the Portfolio pays Morgan at an annual rate of
0.60% of the Portfolio's average daily net assets. For the period from
February 26, 1997 (commencement of operations) to May 31, 1997, such fees
amounted to $173,166.
32
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
b)The Portfolio has retained Funds Distributor, Inc. ("FDI"), a registered
broker-dealer, to serve as the co-administrator and exclusive placement
agent. Under a Co-Administration Agreement between FDI and the Portfolio,
FDI provides administrative services necessary for the operations of the
Portfolio, furnishes office space and facilities required for conducting
the business of the Portfolio and pays the compensation of the Portfolio's
officers affiliated with FDI. 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 Portfolio
is based on the ratio of the Portfolio's net assets to the aggregate net
assets of The JPM Pierpont Funds, The JPM Institutional Funds, the
Portfolio and the other portfolios in which The JPM Pierpont Funds and The
JPM Institutional Funds invest (the "Master Portfolios"), JPM Series Trust
and JPM Series Trust II. For the period from February 26, 1997
(commencement of operations) to May 31, 1997, the fee for these services
amounted to $706.
c)The Portfolio has an Administrative Services Agreement (the "Services
Agreement") with Morgan under which Morgan is responsible for overseeing
certain aspects of the administration and operation of the Portfolio.
Under the Services Agreement, the Portfolio has agreed to pay Morgan a fee
equal to its allocable share of an annual complex-wide charge. This charge
is calculated daily based on the aggregate average daily net assets of the
Master Portfolios and JPM Series Trust 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 aggregate average daily net assets in
excess of $7 billion less the complex-wide fees payable to FDI. The
portion of this charge payable by the Portfolio is determined by the
proportionate share its net assets bear to the net assets of the Master
Portfolios, other investors in the Master Portfolios for which Morgan
provides similar services, The JPM Pierpont Funds, The JPM Institutional
Funds and JPM Series Trust. For the period from February 26, 1997
(commencement of operations) to May 31, 1997, the fee for these services
amounted to $9,010.
In addition, Morgan has agreed to reimburse the Portfolio to the extent
necessary to maintain the total operating expenses of the Portfolio at no
more than 1.00% of the average daily net assets of the Portfolio through
March 30, 1998. For the period from February 26, 1997 (commencement of
operations) to May 31, 1997, Morgan has agreed to reimburse the Portfolio
$874 for expenses that exceeded this limit.
d)The Portfolio has a Fund Services Agreement with Pierpont Group, Inc.
("Group") to assist the Trustees in exercising their overall supervisory
responsibilities for the Portfolio's affairs. The Trustees of the
Portfolio represent all the existing shareholders of Group. The
Portfolio's allocated portion of Group's costs in performing its services
amounted to $698 for the period from February 26, 1997 (commencement of
operations) to May 31, 1997.
e)An aggregate annual fee of $75,000 is paid to each Trustee for serving as
a Trustee of The JPM Pierpont Funds, The JPM Institutional Funds, the
Master Portfolios and JPM Series Trust. The Trustees' Fees and Expenses
shown in the financial statements represents the Portfolio's allocated
portion of the total fees and expenses. Prior to April 1, 1997, the
aggregate annual Trustee fee was $65,000. The Portfolio's Chairman and
Chief Executive also serves as Chairman of Group and receives compensation
and employee benefits from Group in his role as Group's Chairman. The
allocated portion of such compensation and benefits included in the Fund
Services Fee shown in the financial statements was $140.
33
<PAGE>
THE INTERNATIONAL OPPORTUNITIES PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MAY 31, 1997
- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS
Investment transactions (excluding short-term investments) for the period from
February 26, 1997 (commencement of operations) to May 31, 1997 were as follows:
<TABLE>
<CAPTION>
COST OF PROCEEDS
PURCHASES FROM SALES
- ---------------------- -----------
<S> <C>
$154,796,272........... $12,253,454
</TABLE>
34
<PAGE>
JPM INSTITUTIONAL PRIME MONEY MARKET FUND
JPM INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
JPM INSTITUTIONAL TREASURY MONEY MARKET FUND
JPM INSTITUTIONAL FEDERAL MONEY MARKET FUND
JPM INSTITUTIONAL SHORT TERM BOND FUND
JPM INSTITUTIONAL BOND FUND
JPM INSTITUTIONAL TAX EXEMPT BOND FUND
JPM INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
JPM INSTITUTIONAL SHARES: CALIFORNIA BOND FUND
JPM INSTITUTIONAL INTERNATIONAL BOND FUND
JPM INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND
JPM INSTITUTIONAL DIVERSIFIED FUND
JPM INSTITUTIONAL U.S. EQUITY FUND
JPM INSTITUTIONAL DISCIPLINED EQUITY FUND
JPM INSTITUTIONAL U.S. SMALL COMPANY FUND
JPM INSTITUTIONAL INTERNATIONAL EQUITY FUND
JPM INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND
JPM INSTITUTIONAL EMERGING MARKETS EQUITY FUND
JPM INSTITUTIONAL EUROPEAN EQUITY FUND
JPM INSTITUTIONAL JAPAN EQUITY FUND
JPM INSTITUTIONAL ASIA GROWTH FUND
FOR MORE INFORMATION ON THE JPM INSTITUTIONAL
FAMILY OF FUNDS, CALL J.P. MORGAN FUNDS SERVICES AT
(800) 766-7722.
THE
JPM INSTITUTIONAL
INTERNATIONAL
OPPORTUNITIES FUND
SEMI-ANNUAL REPORT
MAY 31, 1997
