JPM INSTITUTIONAL FUNDS
N-30D, 1997-09-03
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<PAGE>

LETTER TO THE SHAREHOLDERS OF THE JPM INSTITUTIONAL ASIA GROWTH FUND

August 1, 1997

Dear Shareholder:

It has certainly been an exciting six months for Asian equity markets, among 
which we've seen vastly different results. The best-performing market was Hong 
Kong, as investors drove stock prices to new highs, expressing optimism about 
the imminent handover to Chinese sovereignty. The other extreme was Thailand, 
where weakness in the financial and real estate sectors and pressures on the 
currency sent the market tumbling. Toward the end of the period, currency fears
that began in Thailand started to spread to other Asian countries. Reflecting 
the financial turbulence of the region, the Fund produced a return of -2.96% for
the six months ended June 30, 1997. For the same period, the Fund's benchmark
posted a return of -3.81%, while the Lipper Pacific ex Japan Funds Average
posted a return of 6.02%.

The Fund's net asset value per share decreased from $10.14 to $9.84 at the end
of the period. The Fund's net assets declined from $3.4 million on December 31,
1996 to $1.7 million, while the net assets of The Asia Growth Portfolio, in 
which the Fund invests, increased from $122.3 million to $128.0 million.  

The report that follows includes an interview with Steven Ho, 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............7
FUND PERFORMANCE..................2  FINANCIAL STATEMENTS................10
PORTFOLIO MANAGER Q&A.............3


                                                                              1


<PAGE>


FUND PERFORMANCE

EXAMINING PERFORMANCE
One way to evaluate performance is to review a fund's average annual total 
return. This figure takes the fund's actual (or cumulative) return and shows you
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                 AVERAGE ANNUAL RETURNS
                                                  ---------------------------   ------------------------------
                                                  THREE            SIX          ONE               SINCE
AS OF JUNE 30, 1997                               MONTHS           MONTHS       YEAR              INCEPTION*
- -----------------------------------------------------------------------------   ------------------------------
<S>                                               <C>              <C>          <C>               <C>
The JPM Institutional Asia Growth Fund            0.61%            -2.96%       -2.06             -0.44%
Asia Growth Benchmark**                           1.26%            -3.81%       -2.96%            -0.74%
Lipper Pacific ex Japan Funds Average             8.88%             6.02%        8.72%             5.50%
</TABLE>







* THE FUND COMMENCED OPERATIONS ON FEBRUARY 29, 1996.


**A CUSTOMIZED BENCHMARK CONSISTING OF THE INTERNATIONAL FINANCE CORPORATION 
  (IFC) INVESTABLE INDEXES FOR CHINA, INDONESIA, PHILIPPINES, S. KOREA, AND 
  TAIWAN 5% EACH), MALAYSIA (20%), THAILAND (12%), AND THE MSCI INDEXES FOR 
  HONG KONG (32%), AND SINGAPORE (11%). THE INDICES DO NOT INCLUDE FEES OR 
  OPERATING EXPENSES AND ARE NOT AVAILABLE FOR ACTUAL INVESTMENT. 

PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS. ALL RETURNS ASSUME THE 
REINVESTMENT OF DISTRIBUTIONS. FUND RETURNS ARE NET OF FEES AND REFLECT THE 
REIMBURSEMENT OF CERTAIN FUND AND PORTFOLIO EXPENSES AS DESCRIBED IN THE 
PROSPECTUS. HAD EXPENSES NOT BEEN REIMBURSED, RETURNS WOULD HAVE BEEN LOWER. 
LIPPER ANALYTICAL SERVICES, INC. IS A LEADING SOURCE FOR MUTUAL FUND DATA. 

2

<PAGE>

PORTFOLIO MANAGER Q&A

[PHOTO] The following is an interview with STEVEN HO, vice president and fund 
        manager for non-Japanese Pacific Rim equities. Prior to his recent
        transfer to the London office, he was head of equity research in the
        Singapore office and was responsible for Southeast Asian equity
        portfolios. Between 1990 and 1993, Mr. Ho was a member of the London
        equity research group, with responsibility for the electronics and
        property sectors. He joined Morgan in Singapore in 1984. He has a B.S.
        in Business Management and is a Chartered Financial Analyst. This
        interview was conducted on July 11, 1997 and reflects his views on that
        date. 

IT'S BEEN AN EXCITING YEAR FOR HONG KONG. JUST PRIOR TO THE HANDOVER TO 
CHINESE SOVEREIGNTY, THE MARKET WAS DESCRIBED AS EUPHORIC. COULD YOU EXPLAIN 
THE UNIQUE DYNAMICS BEHIND THAT MARKET'S STRONG SHOWING? AND WHAT LIES AHEAD 
FOR THIS ONE-OF-A-KIND MARKET?

SH: That's a big question. Stepping back a bit, the critical point for Hong 
Kong wasn't the actual handover. Rather, it was the appointment of the new 
chief executive, Tung Chee Hwa, the son of a shipping magnate and himself a 
wealthy entrepreneur. He is a moderate who understands what business needs 
are and, at the same time, is well connected with the mainland government. He 
is perceived to be the best possible candidate for representing the views of 
the people of Hong Kong and finding the middle ground between perpetuating 
the business environment that Hong Kong thrives on and appeasing mainland 
Chinese authorities, many of whom see Hong Kong as being too democratic and 
somewhat out of their control. Tung's election was viewed by the markets as 
being very positive.

    Another factor was the belief among both investors and Hong Kong's 
citizens that China wanted to make the handover a celebration. It's important 
to remember that China wants to make a good showing in Hong Kong, because it 
ultimately has its eyes on Taiwan -- and Taiwan's $90 billion in foreign 
exchange reserves. The reunification of China and Taiwan, which the mainland 
Chinese consider a renegade province, is inevitable in the long run. A smooth 
reunification with Hong Kong will go a long way towards bringing that about 
peacefully.

    With this in mind, the Chinese were pumping liquidity into Hong Kong in 
various ways. First, and most obviously, there were asset injections into 
"red chips." Red chips are Hong Kong-listed companies that are owned by 
mainland Chinese entities, mainly municipal governments. Second, many Chinese 
entities were buying shares in Hong Kong and warehousing them. Third, and 
less apparent, was the large amount of property purchased by the Chinese. By 
one estimate, a third of all grade A property purchases in Hong Kong for the 
first half of this year, which amounted to 37 billion Hong Kong dollars, were 
generated by the Chinese. This lifted capital values and depressed yields to 
record lows. All of this helped give the impression that there was a great 
deal of confidence in Hong Kong. 

    The housing market also took off, despite the government's announcement 
that they would increase the supply of land for housing development by nearly 
50% over the next five years. The euphoria in the housing market also added 
to the "feel good factor," which, in turn, helped stimulate domestic 
consumption. Overall, I guess you'd say the Chinese managed to engineer the 
lifting of people's sentiments and the development of 

                                                                               3

<PAGE>

optimistic expectations of the future.

    Also helping Hong Kong were the difficult business conditions in the rest 
of Asia. Other Asian countries are only just now beginning to come out of the 
cyclical downturn, whereas Hong Kong seems to have leaped ahead. That's due 
in large part to China's coming out of its cyclical downturn early, after 
having gone through several austere years of belt tightening. Being the 
gateway to China, Hong Kong has directly benefited from that. Being further 
ahead in the economic cycle than its neighbors has given international 
investors comfort. 

    What lies ahead for the world's most dynamic economy? While, 
unfortunately, we're likely to see a chipping away of individual freedoms and 
rights, we believe the Chinese will honor their obligation to uphold the 
basic laws and structure of Hong Kong. We think the Chinese will continue to 
foster a fairly liberal economic environment that will be conducive for 
business. As far as the market is concerned, there will be a continued focus 
on companies with mainland ties. We think there is good reason to be 
optimistic about Hong Kong for the long term.

    Shorter term, there is some cause for concern. After such a banner year, 
valuations in the equity market are high. And many investors are already 
overweighted in the Hong Kong market, so we're not likely to see much more 
non-Chinese money coming in. These investors will be paying close attention 
to interest rates in the U.S. The Hong Kong market is very leveraged to the 
U.S. market and to U.S. interest rates because its currency is referenced to 
the U.S. dollar. A rate rise in the U.S. could be very negative for the Hong 
Kong market. Especially since real estate, which is an interest 
rate-sensitive sector, is such a large part of the market there. Almost 
one-third of the market is directly related to real estate, and nearly 
another third is indirectly related.

    Also within the real estate sector, the Hong Kong and Chinese governments 
are taking steps to curb the speculation seen in the housing market. Along 
with the increase in the supply of land for development, these steps might 
include the enforcement of more conservative lending policies by banks. None 
of this should cause a collapse, but it may take the steam out of the market 
for a while. All things considered, the Hong Kong stock market has done very 
well, so we do not expect the market to keep going up the way it has.

THAILAND HAS BEEN A THORN IN THE SIDE OF ASIAN EQUITY PORTFOLIOS FOR SOME 
TIME NOW AND, ACCORDING TO THE FINANCIAL PRESS, THERE IS NO GOOD NEWS ON THE 
HORIZON. WHAT HAS HAPPENED THERE, AND IS THERE A SILVER LINING TO BE FOUND?

SH: Thailand chose to have an exchange rate which was essentially fixed to 
the U.S. dollar. As a consequence, domestic interest rates were much higher 
than offshore interest rates, and Thai corporations borrowed heavily 
offshore. There is estimated to be $70 billion of private-sector foreign 
borrowing, substantially unhedged, among Thai corporations. Just to put this 
into context, that's about the same size as the market capitalization of 
Thailand today -- and roughly half of its total GDP. That's a substantial 
number! Before things unraveled, corporations could borrow offshore, with no 
foreign exchange risk and invest domestically. And one of the biggest targets 
for investment was real estate, which we all know is oversupplied. The 
residential market alone is currently awash with between 200,000 and 250,000 
unoccupied housing units.

    Today, there are $20 billion worth of nonperforming loans in the finance 
sector. Many of the country's 91 finance and securities houses are in 
financial difficulty and, according to the government, 16 of them are 
actually insolvent. This predicament is forcing a consolidation in the 
industry through mergers and acquisi-

4

<PAGE>

tions. Their recapitalization will require a lot of new equity and it will be 
a tremendous drain on liquidity, which will not be good for stocks.  

    On the currency side, the pressures that had been building were 
intensified recently by speculative attack. The Thai government spent a huge 
sum defending the currency, but they ultimately threw in the towel on July 
2nd, which is just beyond the Fund's reporting period. Fortunately, in late 
June, we fully hedged the Portfolio against a devaluation of the Thai baht. 
This hedge paid off in July, but it won't be reflected in the performance 
numbers in this report, which covers the Fund's results through June 30th.

    So, is there a silver lining? One thing this crisis should do is to force 
Thai politicians to make some prudent policy decisions. Thailand has had 
numerous coalition governments where the different parties have had great 
difficulty working with one another. This has led to many compromises in 
decision making. Hopefully, this crisis will serve as a wake-up call.

    The other positive thing one could say about this crisis is that there is 
value to be found in the domestic market. We believe the market has bottomed 
and many of these stocks have fallen so far that they are bargain-priced for 
local investors. This is not quite the case in the offshore market, where the 
premiums that foreign investors have to pay make valuations less attractive.  

    More fundamentally, the problem that Thailand faces is structural. 
Thailand faces a bottleneck in its lack of skilled labor. That could keep 
Thailand from upgrading its industries to encompass more high-tech processes, 
thereby keeping it from moving up the ladder of value-added production.  

WHAT REGIONAL THEMES HAVE INFLUENCED ASIAN GROWTH MARKETS OVER THE PAST SIX 
MONTHS? 

SH: There are a few. The fear that currency problems will spread from 
Thailand and infect the whole region is on everyone's mind. The Philippine 
peso also came under pressure, which resulted in its devaluation in early 
July as well. With only $10-$11 billion in foreign exchange reserves, it was 
an easy target for speculators to bully. However, we are optimistic about the 
Philippines. While there could be more downside in the currency, the 
Philippine economy is much more sound, primarily because it is not as 
leveraged. They haven't borrowed significantly overseas to fund domestic 
building or other investment activity.  Also, the Philippine economy is 
relatively more competitive. They have a lot of foreign trained graduates 
that can staff sophisticated factories, which has recently led to exports 
growing at 20%-30% for the year to date.  The economy there is in a very good 
niche.

    Another theme is overbuilding in real estate. And nowhere is that more 
striking than in Malaysia. Highlighting Malaysia's excesses will be the 
world's tallest building, the world's longest building, the new government 
administrative center, the high-tech city, and the multi-media super 
corridor. We think that occupancy rates could drop as low as 75% for office 
space and 70% for retail space in the next two to three years from their 
current 90%-95% levels. To add to Malaysia's woes, its current account 
deficit is deteriorating. And with domestic demand still quite strong, there 
is little scope for easing in monetary policy, which will not help the 
indebted corporate sector. 

    On a more positive note, a lot is happening in Asia that should support 
the regional economy. For one, Japan continues to see Asia as the preferred 
investment location for its offshore production facilities. I think it's also 
worth noting that there is an increasing amount of intra-Asian trade. Another 
helpful and uniquely Asian phenomenon is the very high savings rate -- about 
35% of the GDP -- which should continue to support domestic growth.

   The most encouraging sign, however, is that OEDC growth has picked up, and 
historically, there has been


                                                                              5

<PAGE>

a close relationship between OEDC growth and the export growth of Asian 
economies. Though there seems to be a bit of a lag in that relationship this 
time around, as OEDC economies continue to grow, Asian economies should start 
to benefit. 

COULD YOU PROVIDE AN EXAMPLE OF A STOCK THAT HELPED PERFORMANCE OVER THE 
SIX-MONTH PERIOD ALONG WITH AN EXAMPLE THAT HINDERED PERFORMANCE? 

SH: One positive stock story would be HSBC HOLDINGS PLC of Hong Kong. 
Investors have started to regard it as a global banking group, deserving of a 
higher valuation. P.T. MATAHARI PUTRA PRIMA is another positive stock 
selection story. It's an Indonesian retail group which had been expanding 
aggressively over the past two or three years. The entry of a new 
shareholder, the Lippo Group, led to renewed focus on improving Matahari's 
operating efficiency and profitability. As the Lippo Group began to deliver 
on its promises, Matahari's share price took off.  

    On the negative side, performance was hindered by HONG LEONG PROPERTIES 
BERHAD, a Malaysian real estate developer and one of five participants in 
Putra Jaya, the new government administrative center being built just south 
of Kuala Lumpur. Putra Jaya is a 10-to-20-year, multi-billion dollar project 
that should provide a consistent income flow over the medium term. The price 
of Hong Leong Properties fell in March, however, when the government 
announced new curbs on lending in property sector, particularly in the 
housing sector. This announcement knocked the wind out of all companies 
involved in property.

LOOKING AHEAD, WHAT IS YOUR OUTLOOK FOR THE REGION, AND WHICH COUNTRIES SHOW 
THE MOST PROMISE FOR THE UPCOMING SIX MONTHS? 

SH: In the short term, currency fears are likely to prevent the markets from 
running ahead. However, prospects for the medium term remain largely 
undiminished and current valuations are attractive in some countries.

    We are currently overweighting Indonesia, the Philippines, and Singapore in 
the Portfolio, while maintaining a neutral position in Korea. Those are the 
countries in which we feel relatively comfortable about both fundamentals and 
valuations. Indonesia and Singapore, in particular, have very sound economic 
policies, yet their markets have been dragged down along with the rest of the 
region. On a relative basis, their equity markets look attractive. Also, 
Singapore is the most leveraged to a cyclical upturn, which we think is on 
its way.

6

<PAGE>

FUND FACTS

INVESTMENT OBJECTIVE

The JPM Institutional Asia Growth Fund seeks to provide a high total return 
from a portfolio of equity securities of companies in Asian growth markets. 
It is designed for long-term investors who want to diversify their 
investments by adding exposure to the rapidly growing Asian markets. As an 
international investment, the Fund is subject to foreign market, political, 
and currency risk.

- -------------------------------------------------------------------------------
COMMENCEMENT OF OPERATIONS
2/29/96

- -------------------------------------------------------------------------------
NET ASSETS AS OF 6/30/97
$1,672,575

- -------------------------------------------------------------------------------
CAPITAL GAIN PAYABLE DATE (IF APPLICABLE)
12/24/97

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


EXPENSE RATIO

The Fund's current annualized expense ratio of 1.25% 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 JUNE 30, 1997

COUNTRY ALLOCATION
(AS A PERCENTAGE OF TOTAL INVESTMENTS)

[CHART]

HONG KONG 32.1%
MALAYSIA 17.5%
SINGAPORE 10.7%
THAILAND 10.2%
PHILIPPINES 6.8%
INDONESIA 6.1%
SOUTH KOREA 5.3%
TAIWAN 2.5%
CHINA 1.9%
OTHER 6.9%

LARGEST PORTFOLIO HOLDINGS                                     % OF TOTAL
(EXCLUDING SHORTTERM INVESTMENTS)                              INVESTMENTS
- --------------------------------------------------------------------------------
HUTCHISON WHAMPOA, LTD. (HONG KONG)                                5.2%
SWIRE PACIFIC, LTD. (HONG KONG)                                    4.7%
CHEUNG KONG HOLDINGS, LTD. (HONG KONG)                             4.3%
HENDERSON LAND DEVELOPMENT
    COMPANY, LTD. (HONG KONG)                                      2.5%
SUN HUNG KAI PROPERTIES, LTD. (HONG KONG)                          2.3%
HONG KONG & CHINA GAS CO., LTD 
    (HONG KONG)                                                    2.1%
UNITED OVERSEAS BANK, LTD. (SINGAPORE)                             1.8%
HONG KONG ELECTRIC HOLDINGS, LTD.
    (HONG KONG)                                                    1.7%
BANGKOK BANK PUBLIC CO., LTD. (THAILAND)                           1.6%
ESPRIT HOLDINGS, LTD. (HONG KONG)                                  1.5%

                                                                              7

<PAGE>

FUNDS DISTRIBUTOR, INC. IS THE DISTRIBUTOR OF THE JPM INSTITUTIONAL ASIA 
GROWTH 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 certain Fund 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 Asia Growth 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. References to specific securities and their issuers are for 
illustrative purposes only and should not be interpreted as recommendations 
to purchase or sell such securities. Opinions expressed herein on current 
market conditions are subject to change without notice. The Portfolio invests 
in foreign securities which are subject to special risks; prospective 
investors should refer to the Fund's Prospectus for a discussion of these 
risks.

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.

8


<PAGE>

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY 

<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                <C>
ASSETS
Investment in The Asia Growth Portfolio
  ("Portfolio"), at value                          $1,705,143
Deferred Organization Expenses                         12,468
Receivable for Expense Reimbursements                   5,380
Other Assets                                              280
                                                   ----------
    Total Assets                                    1,723,271
                                                   ----------
LIABILITIES
Organization Expenses Payable                           6,789
Shareholder Servicing Fee Payable                         162
Administrative Services Fee Payable                        50
Administration Fee Payable                                 12
Accrued Trustees' Fees and Expenses                         9
Fund Services Fee Payable                                   1
Accrued Expenses                                       43,673
                                                   ----------
    Total Liabilities                                  50,696
                                                   ----------
NET ASSETS
Applicable to 169,926 Shares of Beneficial
  Interest Outstanding
  (par value $0.001, unlimited shares authorized)  $1,672,575
                                                   ----------
                                                   ----------
Net Asset Value, Offering and Redemption Price
  Per Share                                             $9.84
                                                         ----
                                                         ----
ANALYSIS OF NET ASSETS
Paid-in Capital                                    $1,736,633
Undistributed Net Investment Income                     7,583
Accumulated Net Realized Loss on Investment and
  Foreign Currency Transactions                       (97,055)
Net Unrealized Appreciation of Investment and
  Foreign Currency Translations                        25,414
                                                   ----------
    Net Assets                                     $1,672,575
                                                   ----------
                                                   ----------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
10
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                <C>       <C>
INVESTMENT INCOME ALLOCATED FROM PORTFOLIO
Allocated Dividend Income (Net of Foreign
  Withholding Tax of $3,840)                                 $ 27,063
Allocated Interest Income                                       3,568
Allocated Portfolio Expenses                                  (15,785)
                                                             --------
    Net Investment Income Allocated from
      Portfolio                                                14,846
 
FUND EXPENSES
Registration Fees                                  $ 8,836
Transfer Agent Fees                                  8,415
Printing Expenses                                    6,442
Professional Fees                                    5,617
Amortization of Organization Expenses                1,683
Shareholder Servicing Fee                            1,331
Administrative Services Fee                            417
Fund Services Fee                                       47
Administration Fee                                      44
Trustees' Fees and Expenses                             25
Insurance Expense                                        5
Miscellaneous                                          793
                                                   -------
    Total Fund Expenses                             33,655
Less: Reimbursement of Expenses                    (32,798)
                                                   -------
NET FUND EXPENSES                                                 857
                                                             --------
FROM NET INVESTMENT INCOME                                     13,989
NET REALIZED GAIN ON INVESTMENT AND FOREIGN
  CURRENCY TRANSACTIONS ALLOCATED FROM PORTFOLIO               36,316
NET CHANGE IN UNREALIZED DEPRECIATION OF
  INVESTMENT AND FOREIGN CURRENCY TRANSLATIONS
  ALLOCATED FROM PORTFOLIO                                   (137,352)
                                                             --------
NET DECREASE IN NET ASSETS RESULTING FROM
  OPERATIONS                                                 $(87,047)
                                                             --------
                                                             --------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              11
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                   FOR THE PERIOD
                                                                    FEBRUARY 29,
                                                   FOR THE SIX          1996
                                                   MONTHS ENDED   (COMMENCEMENT OF
                                                     JUNE 30,      OPERATIONS) TO
                                                       1997         DECEMBER 31,
                                                   (UNAUDITED)          1996
                                                   ------------   ----------------
<S>                                                <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
From Net Investment Income                         $    13,989    $        18,247
Net Realized Gain (Loss) on Investment and
  Foreign Currency Transactions Allocated from
  Portfolio                                             36,316           (139,519)
Net Change in Unrealized Appreciation
  (Depreciation) of Investment and Foreign
  Currency Translations Allocated from Portfolio      (137,352)           162,766
                                                   ------------   ----------------
    Net Increase (Decrease) in Net Assets
      Resulting from Operations                        (87,047)            41,494
                                                   ------------   ----------------
DISTRIBUTIONS TO SHAREHOLDERS
From Net Investment Income                                  --            (18,247)
In Excess of Net Investment Income                          --             (5,794)
                                                   ------------   ----------------
    Total Distributions to Shareholders                     --            (24,041)
                                                   ------------   ----------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Proceeds from Shares of Beneficial Interest Sold       279,612          3,437,576
Reinvestment of Dividends                                   --              6,957
Cost of Shares of Beneficial Interest Redeemed      (1,881,976)          (100,000)
                                                   ------------   ----------------
    Net Increase (Decrease) from Transactions in
      Shares of Beneficial Interest                 (1,602,364)         3,344,533
                                                   ------------   ----------------
    Total Increase (Decrease) in Net Assets         (1,689,411)         3,361,986
 
NET ASSETS
Beginning of Period                                  3,361,986                 --
                                                   ------------   ----------------
End of Period (including undistributed net
  investment income of $7,583 and distributions
  in excess of net investment income of $6,406,
  respectively)                                    $ 1,672,575    $     3,361,986
                                                   ------------   ----------------
                                                   ------------   ----------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
12
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share outstanding throughout each period are as follows:
 
<TABLE>
<CAPTION>
                                                                       FOR THE PERIOD
                                                                        FEBRUARY 29,
                                                                            1996
                                                       FOR THE        (COMMENCEMENT OF
                                                   SIX MONTHS ENDED    OPERATIONS) TO
                                                    JUNE 30, 1997       DECEMBER 31,
                                                     (UNAUDITED)            1996
                                                   ----------------   ----------------
<S>                                                <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD               $         10.14    $         10.00
                                                   ----------------   ----------------
 
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                         0.06                .06
Net Realized and Unrealized Gain (Loss) on
  Investment                                                 (0.36)               .15
                                                   ----------------   ----------------
Total from Investment Operations                             (0.30)              0.21
                                                   ----------------   ----------------
 
LESS DISTRIBUTIONS TO SHAREHOLDERS
From Net Investment Income                                      --               (.06)
In Excess of Net Investment Income                              --               (.01)
                                                   ----------------   ----------------
Total Distributions to Shareholders                             --               (.07)
                                                   ----------------   ----------------
 
NET ASSET VALUE, END OF PERIOD                     $          9.84    $         10.14
                                                   ----------------   ----------------
                                                   ----------------   ----------------
</TABLE>
 
<TABLE>
<S>                                                <C>                      <C>
RATIOS AND SUPPLEMENTAL DATA
Total Return                                                 (2.96%)(a)          2.13%(a)
Net Assets, End of Period (in thousands)           $         1,673          $   3,362
Ratios to Average Net Assets
  Expenses                                                    1.25%(b)           1.25%(b)
  Net Investment Income                                       1.05%(b)           0.95%(b)
  Decrease Reflected in Expense Ratio due to
    Expense Reimbursement                                     2.46%(b)           1.25%(b)(c)
</TABLE>
 
- ------------------------
(a) Not Annualized.
 
(b) Annualized.
 
(c) After consideration of certain state limitations.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              13
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The JPM Institutional Asia Growth Fund (the "Fund") is a separate series of The
JPM Institutional Funds, a Massachusetts business trust (the "Trust") which was
organized on November 4, 1992. The Trust is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Fund commenced operations on February 29, 1996.
 
The Fund invests all of its investable assets in The Asia Growth Portfolio (the
"Portfolio"), a diversified open-end management investment company having the
same investment objective as the Fund. The value of such investment included in
the Statement of Assets and Liabilities reflects the Fund's proportionate
interest in the net assets of the Portfolio (approximately 1% at June 30, 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 gains, if any, are declared and paid annually.
 
    d)The Fund incurred organization expenses in the amount of $17,000. 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 of the Fund.
 
    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 substantially 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.
 
14
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 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. 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 and certain other investment companies subject to similar
      agreements with FDI. For the six months ended June 30, 1997, the fee for
      these services amounted to $44.
 
    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
      Portfolio and the other portfolios in which the Trust and the JPM Pierpont
      Funds invest (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 six months ended June 30, 1997, the fee for these services
      amounted to $417.
 
      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
      1.25% of the average daily net assets of the Fund through April 30, 1998.
      For the six months ended June 30, 1997, Morgan has agreed to reimburse the
      Fund $32,798 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 six months ended June 30, 1997, the fee for these
      services amounted to $1,331.
 
                                                                              15
<PAGE>
THE JPM INSTITUTIONAL ASIA GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 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
      $47 for the six months ended June 30, 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 received compensation and employee benefits from
      Group in his role as Group's Chairman. The allocated portion of such
      compensation and benefits included in the Fund Services Fee shown in the
      financial statements was $10.
 
3. TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
 
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest of one or more series.
Transactions in shares of beneficial interest of the Fund were as follows:
 
<TABLE>
<CAPTION>
                                                                       FOR THE PERIOD
                                                                        FEBRUARY 29,
                                                                            1996
                                                       FOR THE        (COMMENCEMENT OF
                                                   SIX MONTHS ENDED    OPERATIONS) TO
                                                    JUNE 30, 1997       DECEMBER 31,
                                                     (UNAUDITED)            1996
                                                   ----------------   ----------------
<S>                                                <C>                <C>
Shares sold                                                 28,663            341,174
Reinvestment of dividends and distributions                     --                692
Shares redeemed                                           (190,388)           (10,215)
                                                   ----------------   ----------------
Net Increase (Decrease)                                   (161,725)           331,651
                                                   ----------------   ----------------
                                                   ----------------   ----------------
</TABLE>
 
From time to time, the Fund may have a concentration of several shareholders
holding a significant percentage of shares outstanding. Investment activities of
these shareholders could have a material impact on the Fund and Portfolio.
 
4. AGREEMENT
 
The Trust, on behalf of the Fund, together with other affiliated investment
companies (the "Funds"), entered into a revolving line of credit agreement (the
"Agreement") on May 28, 1997, with unaffiliated lenders. The maximum commitment
borrowing under the Agreement is $150,000,000. The Agreement expires on May 27,
1998, however, the Fund as party to the Agreement will have the ability to
extend the Agreement and continue its participation therein for an additional
364 days. The purpose of the Agreement is to provide another alternative for
settling large fund shareholder redemptions. Interest on any such borrowings
outstanding will approximate market rates. The Funds pay a commitment fee at an
annual rate of 0.065% on the unused portion of the committed amount which is
allocated to the Funds in accordance with procedures established by their
respective Trustees or Directors. The Fund has not borrowed pursuant to the
Agreement as of June 30, 1997.
 
16
<PAGE>
The Asia Growth Portfolio
Semi-annual Report June 30, 1997
(unaudited)
(The following pages should be read in conjunction
with The JPM Institutional Asia Growth Fund
Semi-annual Financial Statements)
 
                                                                              17
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
<S>                                                <C>            <C>
COMMON STOCK (89.5%)
CHINA (1.9%)
Guangdong Electric Power (Series B) (Electric)...       559,200   $     458,344
Guangdong Province Expressway Development Ltd.
  (Series B) (Construction & Housing)+...........       211,500         133,770
Qingling Motors Co. Ltd. (Series H)
  (Automotive)...................................       844,000         435,766
Shandong Huaneng Power Ltd. (ADR) (Electric).....        58,100         624,575
Shanghai Dajiang Group Co. Ltd. (Series B) (Multi
  - Industry)....................................       904,310         279,432
Zhenhai Refining & Chemical Co. Ltd. (Series H)
  (Chemicals)....................................     1,207,700         436,483
                                                                  -------------
                                                                      2,368,370
                                                                  -------------
 
HONG KONG (31.6%)
CDL Hotels International Ltd. (Restaurants &
  Hotels)........................................     1,250,000         508,243
Cheung Kong Holdings Ltd. (Real Estate)..........       543,000       5,361,817
Dickson Concepts International Ltd. (Wholesale &
  International Trade)...........................       359,000       1,306,755
Esprit Holdings Ltd. (Retail)....................     2,716,000       1,928,160
First Tractor Co Ltd (Machinery)+................       234,000         154,041
Hang Seng Bank Ltd. (Banking)....................        62,400         890,016
Henderson Land Development Company Ltd. (Real
  Estate)........................................       351,000       3,114,803
Hong Kong & China Gas Co. Ltd. (Natural Gas).....     1,292,400       2,585,707
Hong Kong Electric Holdings Ltd. (Electric)......       544,000       2,190,807
HSBC Holdings PLC (Banking)......................        51,303       1,542,941
Hutchison Whampoa Ltd. (Multi - Industry)........       752,000       6,503,443
Jiangsu Expressway Company Ltd.
  (Transportation)+..............................       602,000         213,688
New World Infrastructure Ltd. (Construction &
  Housing)+......................................       341,000         963,938
Silver Grant International Industries Ltd. (Real
  Estate)........................................     1,812,000         947,248
 
<CAPTION>
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
<S>                                                <C>            <C>
HONG KONG (CONTINUED)
Smartone Telecommunications (Telecommunication
  Services)+.....................................       719,000   $   1,633,399
Sun Hung Kai Properties Ltd. (Real Estate).......       242,000       2,912,828
Swire Pacific Ltd. (Multi - Industry)............       662,000       5,960,091
Tingyi (Cayman Islands) Holding Co. (Food,
  Beverages & Tobacco)...........................     6,798,000       1,693,515
                                                                  -------------
                                                                     40,411,440
                                                                  -------------
 
INDIA (1.0%)
Ashok Leyland Ltd. (GDR) (Automotive)............        41,600         269,360
Indian Hotels Company Ltd. (GDR)(144A)
  (Restaurants & Hotels).........................        11,900         282,625
Indian Petrochemicals Corp. Ltd. (GDR)
  (Chemicals)+...................................        38,100         533,400
Reliance Industrial Infrastructure Ltd. (GDR)
  (Chemicals)+...................................         8,200         188,600
                                                                  -------------
                                                                      1,273,985
                                                                  -------------
 
INDONESIA (6.0%)
P.T. Bank Bira (Banking).........................       225,000         330,814
P.T. Bank Pan Indonesia (Banking)................       714,250         469,998
P.T. Hanjaya Mandala Sampoerna (Food, Beverages &
  Tobacco).......................................       238,000         907,855
P.T. Indorama Synthetics (Textiles)..............       724,000         655,069
P.T. Kawasan Industri Jababeka (Real Estate).....       307,000         410,343
P.T. Matahari Putra Prima (Retail)...............       489,000         985,441
P.T. Pabrik Kertas Tjiwi Kimia (Metals &
  Mining)........................................       326,868         379,766
P.T. Putra Surya Multidana (Banking).............       190,000         302,797
P.T. Semen Cibinong (Building Materials).........       194,000         434,834
P.T. Telekomunikasi Indonesia
  (Telecommunications)...........................       954,000       1,559,593
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
18
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
<S>                                                <C>            <C>
INDONESIA (CONTINUED)
P.T. Tempo Scan Pacific (Pharmaceuticals)........       280,000   $     627,596
P.T. United Tractors (Capital Goods).............       169,000         625,540
                                                                  -------------
                                                                      7,689,646
                                                                  -------------
 
MALAYSIA (16.9%)
Berjaya Capital Berhad (Financial Services)......       234,000         333,755
Boustead Holdings Berhad (Multi - Industry)......       428,000         932,645
Commerce Asset-Holding Berhad (Banking)..........       576,422       1,518,701
DCB Holdings Berhad (Banking)....................       384,000       1,217,114
Diversified Resources Berhad (Automotive)........       325,000         688,886
Gamuda Berhad (Construction & Housing)...........        41,000         143,760
Guinness Anchor Berhad (Food, Beverages &
  Tobacco).......................................       489,000       1,084,943
Hong Leong Properties Berhad (Real Estate).......       341,000         387,745
IJM Corporation Berhad (Building Materials)......       472,000         991,124
Industrial Oxygen Incorporated Berhad
  (Agriculture)..................................       690,000         787,320
Konsortium Perkapalan Berhad (Transport &
  Services)......................................       263,000       1,552,573
Lingkaran Trans Kota Holdings Berhad
  (Transportation)+..............................       302,000         628,169
Malakoff Berhad (Agriculture)....................       280,000       1,220,283
Malayan Cement Berhad (Building Materials).......       574,500         960,533
Malaysian Pacific Industries Berhad (Multi -
  Industry)......................................       268,000       1,167,986
Malaywata Steel Berhad (Metals & Mining).........       300,000         463,549
Multi-Purpose Holdings Berhad (Multi -
  Industry)......................................       346,000         485,277
Perusahaan Otomobil Nasional Berhad
  (Automotive)...................................       210,000         981,773
Petronas Dagangan Berhad (Oil-Services)..........       205,000         487,321
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
MALAYSIA (CONTINUED)
Road Builder (M) Holdings Berhad (Multi -
  Industry)......................................       273,000   $   1,287,122
Sime Darby Berhad (Multi - Industry).............       345,000       1,148,176
Sime U.E.P. Properties Berhad (Real Estate)......       103,000         222,405
Tanjong Co. Berhad (Entertainment, Leisure &
  Media).........................................       281,000         968,580
Telekom Malaysia Berhard (Telecommunications)....       251,000       1,173,453
United Merchant Group Berhad (Financial
  Services)......................................       604,000         837,558
                                                                  -------------
                                                                     21,670,751
                                                                  -------------
 
PHILIPPINES (6.1%)
Alaska Milk Corp. (Food, Beverages & Tobacco)+...     8,736,300         844,615
Ayala Corp. (Class B) (Multi - Industry).........        96,125          69,244
Benpres Holdings Corp (GDR) (Multi -
  Industry)+.....................................       155,600       1,089,200
C & P Homes, Inc. (Construction & Housing).......     1,139,000         427,513
Digital Telecom Phils. Inc.
  (Telecommunications)...........................     2,848,000         275,341
Engineering & Equipment Corp. (Industrial).......     4,001,000         166,860
Fil-Estate Land Inc. (Real Estate)...............       295,800          86,353
Filinvest Land Inc. (Building Materials)+........     3,542,000         886,305
First Philippine Holdings Corp. (Class B) (Multi
  - Industry)....................................       538,625         745,367
Ionics Circuit Inc (Electronics)+................     1,529,650         840,913
La Tondena Distillers Inc. (Food, Beverages &
  Tobacco).......................................       136,000         327,419
Manila Electric Company (Class B) (Electric).....         9,771          48,159
Metropolitan Bank & Trust Co. (Banking)..........        13,075         277,601
Petron Corp. (Oil-Services)......................       194,655          49,446
Philippine Commercial International Bank
  (Banking)......................................        54,600         527,866
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              19
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
<S>                                                <C>            <C>
PHILIPPINES (CONTINUED)
Pryce Properties Corp. (Real Estate)+............    14,336,775   $     978,396
Universal Rightfield Property Holdings, Inc.
  (Real Estate)+.................................     2,157,000         224,892
                                                                  -------------
                                                                      7,865,490
                                                                  -------------
 
SINGAPORE (10.4%)
City Developments Ltd. (Real Estate).............       165,000       1,615,554
DBS Land Ltd. (Real Estate)......................       102,000         322,439
Development Bank of Singapore Ltd. (Banking).....        43,000         541,316
Hotel Properties Ltd. (Restaurants & Hotels).....       428,000         727,377
Kim Eng Holdings Ltd. (Financial Services).......       757,000         635,311
Osprey Maritime Ltd. (Transport & Services)......       317,500         415,236
Pacific Century Regional Development (Multi -
  Industry)+.....................................       430,000         598,454
Sembawang Maritime Ltd. (Transport & Services)...       365,000       1,143,616
Singapore Airlines Ltd. (Airlines)...............       171,000       1,530,790
Singapore Press Holdings Ltd. (Entertainment,
  Leisure & Media)...............................        37,000         745,253
Singapore Telecommunications Ltd.
  (Telecommunications)...........................       516,000         952,715
Super Coffeemix Manufacturing Ltd. (Food,
  Beverages & Tobacco)...........................     1,078,000         897,171
United Overseas Bank Ltd. (Banking)..............       221,310       2,275,244
Wong's Circuits Holdings Ltd.
  (Semiconductors)+..............................       559,000         939,120
                                                                  -------------
                                                                     13,339,596
                                                                  -------------
SOUTH KOREA (5.2%)
Dae Duck Electronics Co. (Electronics)...........         7,700         485,585
Dong Ah Construction Industrial Co. Ltd.
  (Construction & Housing).......................         7,943         150,273
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
SOUTH KOREA (CONTINUED)
Dongbu Insurance Co. Ltd. (Insurance)+...........         7,310   $     212,385
Hana Bank (Banking)..............................        21,396         265,040
Hansol Chemical Company Ltd. (Chemicals).........        20,864         469,910
Hansol Paper Co. Ltd. (GDS) (Forest Products &
  Paper)+........................................         5,037          64,851
Hanwha Chemical Corp. (Chemicals)+...............        43,385         341,999
Hyundai Engineering & Construction Co.
  (Construction & Housing)+......................            81           2,080
Korea Electric Power Corp. (Electric)............        46,300       1,381,700
Korea Long Term Credit Bank (Banking)............        22,502         347,159
S.K. Telecom Co. Ltd. (Telecommunications).......           466         351,339
Korea Zinc Co. Ltd. (Metals & Mining)............        14,100         325,507
L.G. Information & Communication Ltd.
  (Telecommunications-Equipment).................         2,700         334,459
Pohang Iron & Steel Co. Ltd. (Metals & Mining)...         7,660         779,042
Samsung Electronics Co. Ltd. (GDR represents 1/2
  non-voting preferred share) (144A)
  (Electronics)..................................        16,610         448,470
Samsung Electronics Co. Ltd. (GDR represents 1/2
  voting common share)(144A) (Electronics)+......         1,442          83,636
Tong Yang Cement Co. (Building Materials)........        13,000         243,018
Tong Yang Confectionery Co. Ltd. (Food, Beverages
  & Tobacco).....................................        11,800         321,576
                                                                  -------------
                                                                      6,608,029
                                                                  -------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
20
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
<S>                                                <C>            <C>
TAIWAN (1.3%)
Asia Cement Corp. (GDR) (Building Materials).....        41,751   $     671,147
Asustek Computer Inc. (Computer Peripherals).....        22,600         255,945
China Steel Corp. (GDR) (Metals & Mining)........           887          18,937
Hocheng Group Corp. (GDR) (144A) (Building
  Materials).....................................             1               8
Microelectronics Technology Inc. (GDS)
  (Telecommunications)+..........................        46,000         368,000
President Enterprises Corp. (GDR) (144A) (Food,
  Beverages & Tobacco)+..........................        14,600         284,700
                                                                  -------------
                                                                      1,598,737
                                                                  -------------
THAILAND (9.1%)
Bangkok Bank Public Co. Ltd. (Banking)...........       302,100       2,075,807
Central Pattana Public Co. Ltd. (Real Estate)....       194,500         270,295
Electricity Generating Public Co. Ltd.
  (Electric).....................................       368,400         903,046
K.R. Precision Public Co. Ltd. (Computer
  Peripherals)...................................        98,400         706,520
Krung Thai Bank Public Co. Ltd. (Banking)........       409,700         430,972
Lanna Lignite Public Co. Ltd. (Metals &
  Mining)........................................       100,700         711,372
Regional Container Line Public Co. Ltd.
  (Packaging & Containers).......................        64,800         385,223
Robinson Department Store Public Co. Ltd.
  (Retail).......................................       424,200         155,565
Sermsuk Public Co. Ltd. (Food, Beverages &
  Tobacco).......................................        10,400         224,821
Shinawatra Computer Public Co. Ltd. (Computer
  Systems).......................................       134,600         930,067
Siam Cement Public Co. Ltd. (Building
  Materials).....................................        57,500         994,402
Siam Commercial Bank Public Co. Ltd. (Banking)...       144,200         590,048
<CAPTION>
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
<S>                                                <C>            <C>
THAILAND (CONTINUED)
Swedish Motor Public Co. Ltd. (Capital Goods)....       178,000   $      98,774
TelecomAsia Corporation Public Co. Ltd.
  (Telecommunications)+..........................       876,200       1,056,987
Thai Farmers Bank Public Co. Ltd. (Banking)......       383,400       1,628,025
United Communication Industry Public Co. Ltd.
  (Telecommunications-Equipment).................       124,900         515,896
                                                                  -------------
                                                                     11,677,820
                                                                  -------------
  TOTAL COMMON STOCK (COST $113,382,791).........                   114,503,864
                                                                  -------------
 
CONVERTIBLE PREFERRED STOCKS (0.5%)
PHILIPPINES (0.5%)
Philippine Long Distance Telephone Co. (GDS
  represtents 1 Series 2 Convertible Preferred
  Share (Telecommunications) (COST $683,225).....        20,000         700,000
                                                                  -------------
 
PREFERRED STOCK (0.1%)
SOUTH KOREA (0.1%)
Shin Won Corp. (Apparels & Textiles) (COST
  $235,943)......................................        12,040          75,928
                                                                  -------------
 
RIGHTS (0.1%)
INDONESIA (0.0%)*
P.T. Bank Pan Indonesia, Expiring 8/1/97
  (Banking)+.....................................       357,125          51,406
                                                                  -------------
 
MALAYSIA (0.0%)*
Commerce Asset-Holding Berhad, Expiring 7/21/97
  (Banking)+.....................................       115,284           4,111
                                                                  -------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              21
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
              SECURITY DESCRIPTION                    SHARES          VALUE
- -------------------------------------------------  ------------   -------------
<S>                                                <C>            <C>
SINGAPORE (0.1%)
Osprey Maritime Ltd. (Preferred), Expiring
  7/24/97 (Transportation)+......................       171,450   $           0
Osprey Maritime Ltd., Expiring 7/24/97
  (Transportation)+..............................       317,500          93,261
                                                                  -------------
                                                                         93,261
                                                                  -------------
  TOTAL RIGHTS (COST $31,531)....................                       148,778
                                                                  -------------
 
WARRANTS (0.4%)
MALAYSIA (0.4%)
Commerce Asset-Holding Berhad, Expiring 07/21/97
  (Banking)+.....................................        72,052          11,133
Petronas Dagangan Berhad, Expiring 2/24/99
  (Retail)+......................................       412,000         479,904
                                                                  -------------
                                                                        491,037
                                                                  -------------
  TOTAL WARRANTS (COST $601,132).................                       491,037
                                                                  -------------
<CAPTION>
                                                    PRINCIPAL
                                                      AMOUNT
                                                   ------------
<S>                                                <C>            <C>
CONVERTIBLE BONDS (2.1%)
TAIWAN (1.2%)
Far Eastern Department Stores Ltd., 3.00% due
  07/06/01 (Retail)..............................  $    600,000         649,500
Nan Ya Plastics Corp., 1.75% due 07/19/01
  (Chemicals)....................................       380,000         543,400
U-Ming Marine Transport Corp., 1.50% due 02/07/01
  (Transport & Services).........................       370,000         303,400
                                                                  -------------
                                                                      1,496,300
                                                                  -------------
<CAPTION>
                                                    PRINCIPAL
              SECURITY DESCRIPTION                    AMOUNT          VALUE
- -------------------------------------------------  ------------   -------------
<S>                                                <C>            <C>
 
THAILAND (0.9%)
Asia Credit Public Co. Ltd., 3.75% due 11/17/03
  (Financial Services)...........................  $  1,903,000   $   1,165,588
                                                                  -------------
  TOTAL CONVERTIBLE BONDS (COST $2,448,585)......                     2,661,888
                                                                  -------------
 
SHORT-TERM INVESTMENTS (5.8%)
TIME DEPOSITS--FOREIGN (5.8%)
State Street Bank Cayman Islands, 5.25% due
  07/01/97 (cost $7,413,000).....................     7,413,000       7,413,000
                                                                  -------------
TOTAL INVESTMENTS (COST $124,796,207) (98.5%)..................
                                                                    125,994,495
OTHER ASSETS IN EXCESS OF LIABILITIES (1.5%)...................
                                                                      1,968,278
                                                                  -------------
NET ASSETS (100.0%)............................................   $ 127,962,773
                                                                  -------------
                                                                  -------------
</TABLE>
 
- ------------------------------
Note: The cost of securities for Federal Income Tax purposes at June 30, 1997,
was $125,766,838, the aggregate gross unrealized appreciation and depreciation
was $14,092,937 and $13,865,280 respectively, resulting in net unrealized
appreciation of $227,657.
 
+ - Non-income producing security.
 
ADR - American Depository Receipts.
 
GDR - Global Depository Receipts.
 
GDS - Global Depository Shares.
 
144A - Securities restricted for resale to Qualified Institutional Buyers.
 
* Less than 0.1%.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
22
<PAGE>
THE ASIA GROWTH PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)(CONTINUED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
INDUSTRY DIVERSIFICATION
 
<TABLE>
<CAPTION>
                                                   PERCENT OF
                                                   PORTFOLIO
                                                   ----------
<S>                                                <C>
Multi-Industry                                          16.4%
Real Estate                                             13.1
Banking                                                 12.1
Telecommunications                                       7.1
Electronics                                              5.9
Short-term Investments                                   5.9
Food, Beverages & Tobacco                                5.2
Building                                                 4.1
Transportation                                           3.4
Retail                                                   3.3
Financial Services                                       2.4
Metals & Mining                                          2.1
Natural Gas                                              2.0
Chemicals                                                2.0
Automotive                                               1.9
Agriculture                                              1.6
Computer Peripherals                                     1.5
Construction & Housing                                   1.5
Entertainment, Leisure, Media                            1.4
Airlines                                                 1.2
Restaurants & Hotels                                     1.2
Wholesale & International Trade                          1.0
Semiconductors                                           0.8
Capital Goods                                            0.6
Textiles                                                 0.5
Pharmaceuticals                                          0.5
Oil Services                                             0.4
Packaging & Containers                                   0.3
Insurance                                                0.2
Industrials                                              0.1
Machinery                                                0.1
Apparels & Textiles                                      0.1
Forest Products & Paper                                  0.1
                                                   ----------
                                                       100.0%
                                                   ----------
                                                   ----------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              23
<PAGE>
THE ASIA GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                <C>
ASSETS
Investments at Value (Cost $124,796,207 )          $125,994,495
Foreign Currency at Value (Cost $1,026,743 )          1,023,653
Cash                                                        173
Receivable for Investments Sold                       3,309,601
Unrealized Appreciation of Forward Foreign
  Currency Contracts                                    234,259
Dividends Receivable                                    139,927
Interest Receivable                                      71,772
Deferred Organization Expenses                           18,448
Prepaid Trustees' Fees                                        8
Prepaid Expenses and Other Assets                           197
                                                   ------------
    Total Assets                                    130,792,533
                                                   ------------
LIABILITIES
Payable for Investments Purchased                     2,593,495
Custody Fee Payable                                     100,485
Advisory Fee Payable                                     82,285
Organization Expenses Payable                             5,750
Administrative Services Fee Payable                       3,193
Fund Services Fee Payable                                   107
Administration Fee Payable                                  319
Accrued Expenses                                         44,126
                                                   ------------
    Total Liabilities                                 2,829,760
                                                   ------------
NET ASSETS
Applicable to Investors' Beneficial Interests      $127,962,773
                                                   ------------
                                                   ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
24
<PAGE>
THE ASIA GROWTH PORTFOLIO
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1997
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                <C>           <C>
INVESTMENT INCOME
Dividend Income (Net of Foreign Withholding Tax
  of $173,797)                                                   $ 1,306,155
Interest Income                                                      166,236
                                                                 -----------
    Investment Income                                              1,472,391
EXPENSES
Advisory Fee                                       $   487,090
Custodian Fees and Expenses                            175,546
Professional Fees and Expenses                          24,068
Administrative Services Fee                             19,066
Printing Expenses                                        3,864
Amortization of Organization Expenses                    3,285
Fund Services Fee                                        2,056
Administration Fee                                       1,506
Trustees' Fees and Expenses                              1,041
Insurance Expense                                          233
Miscellaneous                                              529
                                                   -----------
    Total Expenses                                                   718,284
                                                                 -----------
NET INVESTMENT INCOME                                                754,107
NET REALIZED GAIN (LOSS) ON
  Investment Transactions                              959,049
  Foreign Currency Transactions                        (40,295)
                                                   -----------
    Net Realized Gain                                                918,754
NET CHANGE IN UNREALIZED APPRECIATION
  (DEPRECIATION) OF
  Investments                                       (5,985,942)
  Foreign Currency Contracts and Translations          229,684
                                                   -----------
    Net Change in Unrealized Depreciation                         (5,756,258)
                                                                 -----------
NET DECREASE IN NET ASSETS RESULTING FROM
  OPERATIONS                                                     $(4,083,397)
                                                                 -----------
                                                                 -----------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              25
<PAGE>
THE ASIA GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                   FOR THE SIX
                                                   MONTHS ENDED
                                                     JUNE 30,      FOR THE FISCAL
                                                       1997          YEAR ENDED
                                                   (UNAUDITED)    DECEMBER 31, 1996
                                                   ------------   -----------------
<S>                                                <C>            <C>
INCREASE IN NET ASSETS
FROM OPERATIONS
Net Investment Income                              $    754,107   $      1,059,172
Net Realized Gain on Investment and Foreign
  Currency Transactions                                 918,754          4,084,160
Net Change in Unrealized Appreciation
  (Depreciation) of Investments and Foreign
  Currency Contracts and Translations                (5,756,258)         4,768,791
                                                   ------------   -----------------
    Net Increase (Decrease) in Net Assets
      Resulting from Operations                      (4,083,397)         9,912,123
                                                   ------------   -----------------
                                                   ------------   -----------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
Contributions                                        52,693,591         85,257,294
Withdrawals                                         (42,919,975)       (59,878,251)
                                                   ------------   -----------------
    Net Increase from Investors' Transactions         9,773,616         25,379,043
                                                   ------------   -----------------
    Total Increase in Net Assets                      5,690,219         35,291,166
NET ASSETS
Beginning of Period                                 122,272,554         86,981,388
                                                   ------------   -----------------
End of Period                                      $127,962,773   $    122,272,554
                                                   ------------   -----------------
                                                   ------------   -----------------
</TABLE>
 
- --------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                          FOR THE PERIOD
                                                   FOR THE SIX                            APRIL 5, 1995
                                                   MONTHS ENDED           FOR THE        (COMMENCEMENT OF
                                                     JUNE 30,           FISCAL YEAR       OPERATIONS) TO
                                                       1997                ENDED           DECEMBER 31,
                                                   (UNAUDITED)       DECEMBER 31, 1996         1995
                                                   ------------      -----------------   ----------------
<S>                                                <C>               <C>                 <C>
RATIOS TO AVERAGE NET ASSETS
Expenses                                                  1.18%(a)               1.19%              1.40%(a)
Net Investment Income                                     1.24%(a)               0.94%              1.18%(a)
Decrease Reflected in Expense Ratio due to
  Expense Reimbursement                                     --                   0.01%                --
Portfolio Turnover                                          75%                    93%                70%
Average Brokerage Commissions                      $    0.0064       $         0.0069                 --
</TABLE>
 
- ------------------------
(a) Annualized.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
26
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The Asia Growth 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 achieve a high total return from a
portfolio of equity securities of companies in Asian growth markets. The
Portfolio commenced operations on April 5, 1995. The Declaration of Trust
permits the Trustees to issue an unlimited number of beneficial interests in the
Portfolio.
 
Investments in Asian growth markets may involve certain considerations and risks
not typically associated with investments in the United States. Future economic
and political developments in Asian countries could adversely affect the
liquidity or value, or both, of such securities in which the Portfolio is
invested. The ability of the issuers of debt securities held by the Portfolio to
meet their obligations may be affected by economic and political developments in
a specific industry or region.
 
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual amounts could differ from
those estimates. The following is a summary of the significant accounting
policies of the Portfolio:
 
    a)The value of each security for which readily available market quotations
      exists is based on a decision as to the broadest and most representative
      market for such security. The value of such security will be based either
      on the last sale price on a national securities exchange, or, in the
      absence of recorded sales, at the 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 values of investment securities, other assets and liabilities and
      foreign currency contracts are translated at the prevailing exchange rates
      at the end of the period. Purchases, sales, income and expenses are
      translated at the
 
                                                                              27
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
      exchange rate 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 becomes known. Interest income, which
      includes the amortization of premiums and discounts, if any, is recorded
      on an accrual basis. For financial and tax reporting purposes, realized
      gains and losses are determined on the basis of specific lot
      identification.
 
    d)The Portfolio may enter into forward and spot foreign currency contracts
      to protect securities and related receivables against fluctuations in
      future foreign currency rates. A forward contract is an agreement to buy
      or sell currencies of different countries on a specified future date at a
      specified rate. Risks associated with such contracts include the movement
      in the value of the foreign currency relative to the U.S. dollar and the
      ability of the counterparty to perform.
 
      The market value of the contract will fluctuate with changes in currency
      exchange rates. Contracts are valued daily based on procedures established
      by and under the general supervision of the Portfolio's Trustees, and the
      change in the market value is recorded by the Portfolio as unrealized
      appreciation or depreciation of foreign currency translations. At June 30,
      1997, the Portfolio had open forward foreign currency contracts as
      follows:
 
      SUMMARY OF OPEN FORWARD FOREIGN CURRENCY CONTRACTS
 
<TABLE>
<CAPTION>
                                                                 U.S. DOLLAR
                                                                  VALUE AT      UNREALIZED
SALES CONTRACTS                                     PROCEEDS       6/30/97     APPRECIATION
- -------------------------------------------------  -----------   -----------   ------------
<S>                                                <C>           <C>           <C>
Thailand Baht 346,515,000, expiring 11/17/97.....  $13,000,000   $12,765,741   $   234,259
</TABLE>
 
    e)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.
 
    f)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
 
28
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
      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.
 
    g)The Portfolio incurred organization expenses in the amount of $33,000.
      Morgan Guaranty Trust Company of New York ("Morgan") has agreed to pay
      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.
 
    h)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
      0.80% of the Portfolio's average daily net assets. For the six months
      ended June 30, 1997, such fees amounted to $487,090.
 
    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 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, JPM Series Trust
      II and certain other investment companies subject to similiar agreements
      with FDI. For the six months ended June 30, 1997, the fee for these
      services amounted to 1,506.
 
    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 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
 
                                                                              29
<PAGE>
THE ASIA GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
JUNE 30, 1997
- --------------------------------------------------------------------------------
      bear to the net assets of the Master Portfolios, other investors in the
      Master Portfolios for which Morgan provides similiar services and JPM
      Series Trust. For the six months ended June 30, 1997, the fee for these
      services amounted to $19,066.
 
    d)The Portfolio has a Fund Services Agreement with Pierpont Group, Inc.
      ("Group") to assist the Trustees in exercising their overall supervisory
      responsibilities for the Portfolio's affairs. The Trustees of the
      Portfolio represent all the existing shareholders of Group. The
      Portfolio's allocated portion of Group's costs in performing its services
      amounted to $2,056 for the six months ended June 30, 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 represent 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 Officer also serves as Chairman of Group and received
      compensation and employee benefits from Group in his role as Group's
      Chairman. The allocated portion of such compensation and benefits included
      in the Fund Services Fee shown in the financial statements was $400.
 
3. INVESTMENT TRANSACTIONS:
 
Investment transactions (excluding short-term investments) for the six months
ended June 30, 1997 were as follows:
 
<TABLE>
<CAPTION>
COST OF                   PROCEEDS
  PURCHASES              FROM SALES
- ----------------------   -----------
<S>                      <C>
$98,059,790............  $89,075,848
</TABLE>
 
30
<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 FUN


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

THE 
JPM INSTITUTIONAL 
ASIA GROWTH 
FUND


SEMI-ANNUAL REPORT
JUNE 30, 1997


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