JPM INSTITUTIONAL FUNDS
497, 1997-05-02
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THE JPM INSTITUTIONAL FUNDS

Supplement  dated April 30, 1997, as  applicable to the following  Prospectuses:
The JPM Institutional Funds,  dated 2/28/97 
The JPM Institutional Money Market Fund,  dated  2/28/97 
The JPM Institutional Federal Money Market Fund,  dated 2/28/97 
The JPM Institutional Tax Exempt Money Market Fund, dated 12/27/96 
The JPM Institutional Short Term Bond Fund, dated 2/28/97 
The JPM Institutional Bond Fund, dated 2/28/97 
The JPM Institutional Tax Exempt Bond Fund, dated 12/27/96
The JPM Institutional New York Total Return Bond Fund,  dated  8/1/96 
The JPM Institutional International Bond Fund,  dated  12/27/96 
The JPM Institutional Global Strategic Income Fund,  dated 2/28/97 
The JPM Institutional Diversified Fund,  dated  9/27/96 
The JPM Institutional Selected U.S. Equity Fund,  dated 9/27/96 
The JPM Institutional U.S. Small Company Fund,  dated 9/27/96 
The JPM Institutional International Equity Fund,  dated 2/28/97 
The JPM Institutional Emerging Markets Equity Fund, dated 2/28/97  
(Supersedes all supplements dated prior to April 30, 1997)

FUND/PORTFOLIO NAME CHANGES:

1.        Effective May 12, 1997 the following Funds will change their 
respective names:

          FROM                                    TO
          The JPM Institutional                   The JPM Institutional
          Money Market Fund                       Prime Money Market Fund

          The JPM Institutional                   The JPM Institutional U.S.
          Selected U.S. Equity Fund               Equity Fund

          The names of the Portfolios  corresponding to these Funds will
change accordingly.

          Effective  May 12,  1997 the  Portfolio  corresponding  to the
INTERNATIONAL  EQUITY  FUND will  change  its name to The  International  Equity
Portfolio.



<PAGE>


INVESTMENT POLICY REVISIONS (EFFECTIVE MAY 5, 1997):

2. The second  sentence in the  paragraph  above the heading  "Municipal  Bonds"
under  "Investment  Objective(s)  and Policies" in the  Prospectuses for the TAX
EXEMPT MONEY MARKET FUND is replaced with the following:

         During   normal   market   conditions,   the   Portfolio   will  invest
substantially  all,  and not less than  80%,  of its net  assets  in tax  exempt
obligations.  The  Portfolio  generally  will not invest in taxable  securities,
although it may temporarily  invest in such securities when the Advisor believes
that market conditions dictate a defensive posture.

3. The  first  sentence  of the  second  paragraph  under the  caption  "Quality
Information"  in the  Prospectuses  for  the TAX  EXEMPT  MONEY  MARKET  FUND is
replaced with the following:

         The Portfolio may purchase municipal obligations together with puts.

4.       The sub-section entitled "Taxable Investments for the Tax Exempt Funds"
in the combined Prospectuses is replaced with the following:

         TAXABLE  INVESTMENTS  FOR THE TAX EXEMPT FUNDS.  Each of the Portfolios
for the TAX EXEMPT MONEY MARKET AND TAX EXEMPT BOND FUNDS attempts to invest its
assets in tax exempt municipal securities;  however, under certain circumstances
the  Portfolios  are  permitted to invest in securities  the interest  income on
which may be subject to federal,  state or local  income  taxes.  The Tax Exempt
Money Market  Portfolio may temporarily  invest in such taxable  securities when
the Advisor believes that current market conditions dictate a defensive posture.
The Tax  Exempt  Bond  Portfolio  may invest up to 20% of the value of its total
assets in taxable  investments  pending investment of proceeds from sales of its
interests or portfolio securities,  pending settlement of purchases of portfolio
securities,  to maintain liquidity or, in the case of either Portfolio,  when it
is advisable in the Advisor's opinion because of adverse market conditions.  The
Tax Exempt Bond Portfolio will invest in taxable securities only if there are no
tax exempt  securities  available for purchase or if the expected return from an
investment in taxable  securities  exceeds the expected  return on available tax
exempt  securities.  In abnormal market  conditions,  if, in the judgment of the
Advisor, tax exempt securities  satisfying the Tax Exempt Bond Fund's investment
objective may not be purchased,  its corresponding  Portfolio may, for defensive
purposes  only,  temporarily  invest  more  than 20% of its net  assets  in debt
securities  the  interest on which is subject to federal,  state or local income
taxes.  The  taxable   investments   permitted  for  these  Portfolios   include
obligations of the U.S. Government and its agencies and instrumentalities,  bank
obligations,  commercial paper and repurchase agreements and, in the case of the
Tax Exempt Bond  Portfolio,  other debt  securities  which meet the  Portfolio's
quality requirements. See Taxes.

5.       The sub-section entitled "Taxable Investments" in the individual 
Prospectus for the TAX EXEMPT MONEY MARKET FUND is revised accordingly.

6.       The first paragraph of the sub-section entitled "Quality Information" 
in the Prospectuses for the TAX EXEMPT BOND FUND is replaced with the following:

QUALITY INFORMATION. It is the current policy of the Portfolio that under normal
circumstances  at least 90% of total assets will consist of  securities  that at
the time of purchase are rated Baa or better by Moody's Investors Service,  Inc.
("Moody's")  or BBB or better by Standard & Poor's  Ratings  Group  ("Standard &
Poor's").  The remaining 10% of total assets may be invested in securities  that
are rated B or better by  Moody's  or  Standard  &  Poor's.  In each  case,  the
Portfolio may invest in securities which are unrated if in Morgan's opinion such
securities are of comparable quality.  Securities rated Baa by Moody's or BBB by
Standard & Poor's are considered  investment  grade,  but have some  speculative
characteristics.  Securities  rated Ba or B by Moody's and BB or B by Standard &
Poor's are below  investment  grade and considered to be speculative with regard
to payment of interest and principal.  These  standards must be satisfied at the
time an investment is made. If the quality of the investment later declines, the
Portfolio may continue to hold the investment.

7.  The  following  is  inserted  under  the  heading   "Additional   Investment
Information  and Risk Factors" in the  individual  Prospectus for the TAX EXEMPT
BOND, DIVERSIFIED AND NEW YORK TOTAL RETURN BOND FUNDS:

BELOW  INVESTMENT GRADE DEBT.  Certain lower rated  securities  purchased by the
Portfolio,  such as those  rated Ba or B by  Moody's  or BB or B by  Standard  &
Poor's  (commonly  known as junk  bonds),  may be subject to certain  risks with
respect to the issuing entity's ability to make scheduled  payments of principal
and interest  and to greater  market  fluctuations.  While  generally  providing
higher coupons or interest rates than investments in higher quality  securities,
lower quality fixed income securities  involve greater risk of loss of principal
and income, including the possibility of default or bankruptcy of the issuers of
such securities, and have greater price volatility, especially during periods of
economic uncertainty or change. These lower quality fixed income securities tend
to be  affected  by  economic  changes and  short-term  corporate  and  industry
developments  to a greater  extent than higher quality  securities,  which react
primarily to  fluctuations in the general level of interest rates. To the extent
that the Portfolio invests in such lower quality securities,  the achievement of
its  investment  objective  may be more  dependent on the  Advisor's  own credit
analysis.

         Lower  quality  fixed  income  securities  are affected by the market's
perception  of  their  credit  quality,   especially  during  times  of  adverse
publicity,  and the  outlook  for  economic  growth.  Economic  downturns  or an
increase  in  interest  rates may cause a higher  incidence  of  default  by the
issuers of these securities,  especially issuers that are highly leveraged.  The
market for these lower quality fixed income  securities is generally less liquid
than the market for  investment  grade fixed income  securities.  It may be more
difficult to sell these lower rated securities to meet redemption  requests,  to
respond  to  changes  in the  market,  or to value  accurately  the  Portfolio's
portfolio securities for purposes of determining the Fund's net asset value. See
Appendix  A in  the  Statement  of  Additional  Information  for  more  detailed
information on these ratings.

8. The paragraphs  under the sub-section  "Below  Investment  Grade Debt" in the
combined Prospectus are applicable to the TAX EXEMPT BOND AND DIVERSIFIED FUNDS.

9. The sub-section entitled "Quality Information" in the Prospectus for the
NEW YORK TOTAL RETURN BOND FUND is replaced with the following:

QUALITY INFORMATION. It is the current policy of the Portfolio that under normal
circumstances  at least 90% of total assets will consist of  securities  that at
the time of purchase are rated Baa or better by Moody's Investors Service,  Inc.
("Moody's")  or BBB or better by Standard & Poor's  Ratings  Group  ("Standard &
Poor's").  The remaining 10% of total assets may be invested in securities  that
are rated B or better by  Moody's  or  Standard  &  Poor's.  In each  case,  the
Portfolio may invest in securities which are unrated if in Morgan's opinion such
securities are of comparable quality.  Securities rated Baa by Moody's or BBB by
Standard & Poor's are considered  investment  grade,  but have some  speculative
characteristics.  Securities  rated Ba or B by Moody's and BB or B by Standard &
Poor's are below  investment  grade and considered to be speculative with regard
to payment of interest and principal.  These  standards must be satisfied at the
time an investment is made. If the quality of the investment later declines, the
Portfolio  may  continue  to hold  the  investment.  See  Additional  Investment
Information and Risk Factors.

10. The sub-section entitled "Quality  Information" in the Prospectuses for
the DIVERSIFIED FUND is replaced with the following:

                  QUALITY  INFORMATION.  It is a current policy of the Portfolio
that under normal  circumstances  at least 75% of that portion of the  Portfolio
invested in fixed income  securities will consist of securities that at the time
of  purchase  are  rated  Baa or  better  by  Moody's  Investors  Service,  Inc.
("Moody's")  or BBB or better by Standard & Poor's  Ratings  Group  ("Standard &
Poor's"), of which at least 65% of the Portfolio's fixed income investments will
be  rated  A or  better.  The  remaining  25% of the  Portfolio's  fixed  income
investments  may be invested in securities that are rated B or better by Moody's
or Standard & Poor's. In each case, the Portfolio may invest in securities which
are  unrated if in the  Advisor's  opinion  such  securities  are of  comparable
quality.  Securities  rated  Baa by  Moody's  or BBB by  Standard  & Poor's  are
considered   investment  grade,  but  have  some  speculative   characteristics.
Securities  rated Ba or B by Moody's  or BB or B by  Standard & Poor's are below
investment  grade and  considered  to be  speculative  with regard to payment of
interest  and  principal.  These  standards  must be  satisfied  at the  time an
investment  is made.  If the  quality  of the  investment  later  declines,  the
Portfolio may continue to hold the  investment.  See Appendix A in the Statement
of Additional Information for more information on these ratings.

11. The first sentence in the paragraph above the heading "Treasury  Securities;
Certain U.S. Government Agency  Obligations" under "Investment  Objective(s) and
Policies" in the  Prospectuses  for the FEDERAL  MONEY MARKET FUND is revised as
follows:

         The Portfolio seeks to achieve its investment objective by investing in
direct  obligations  of the U.S.  Treasury  and in  obligations  of certain U.S.
Government agencies described below.

12.  The  third and  fourth  sentences  of the  sub-section  entitled  "Treasury
Securities;  Certain U.S. Government Agency Obligations" in the Prospectuses for
the FEDERAL MONEY MARKET FUND are revised as follows:

         During ordinary market conditions  substantially all of the Portfolio's
net assets will be invested in Treasury  Securities  and  obligations  issued by
U.S.  Government  agencies that are generally exempt from state and local income
taxes,  including the Federal Farm Credit  System,  the Federal Home Loan Banks,
the  Tennessee  Valley  Authority  and the Student  Loan  Marketing  Association
("Permitted  Agency  Securities").  Each such  obligation  must have a remaining
maturity of 397 days or less at the time of purchase by the Portfolio.

13.  The  second  to last  sentence  under  the  above  sub-section  in the
Prospectuses for the FEDERAL MONEY MARKET Fund is revised as follows:

         The  Portfolio  also may purchase  Treasury  Securities  and  Permitted
Agency  Securities on a when-issued or delayed  delivery basis and,  although it
has no  current  intention  to do so,  may  engage  in  repurchase  and  reverse
repurchase agreement transactions involving such securities.

14. The third  sentence  under the heading  "Repurchase  Agreements" in the
Prospectus for the FEDERAL MONEY MARKET FUND is revised as follows:

         The  Portfolio  will only enter into  repurchase  agreements  involving
Treasury Securities and Permitted Agency Securities.



<PAGE>


     MONEY MARKET FUNDS: CUT-OFF TIMES FOR PURCHASES AND REDEMPTIONS  (EFFECTIVE
MAY 15, 1997):

15. The third  sentence  in the second  paragraph  of the  sub-section  entitled
"Purchase  Price and  Settlement"  in the  Prospectuses  for the  MONEY  MARKET,
FEDERAL  MONEY MARKET AND TAX EXEMPT MONEY MARKET FUNDS is revised as applicable
to the Fund(s) described therein:

Purchase  orders must be received by 12:00 noon for the TAX EXEMPT  MONEY MARKET
FUND,  1:00 p.m.  for the FEDERAL  MONEY MARKET FUND and 4:00 p.m. for the MONEY
MARKET FUND and  immediately  available  funds must be received by 4:00 p.m. New
York time on a business day for the purchase to be effective and dividends to be
earned on the same day.

         The fifth  sentence  in the same  paragraph  is  revised  to change the
reference to the cut-off time for purchases to 4:00 p.m.

MONEY MARKET FUNDS:  SHORT-TERM GAINS (EFFECTIVE JUNE 1, 1997):

16. The second paragraph of the sub-section entitled "Method of Redemption"
in the  Prospectuses  for the MONEY MARKET,  FEDERAL MONEY MARKET AND TAX EXEMPT
MONEY  MARKET  FUNDS is  revised  accordingly  to change  the  cut-off  time for
redemptions  to 12:00 noon for the TAX EXEMPT MONEY  MARKET FUND,  1:00 p.m. for
the FEDERAL MONEY MARKET FUND and 4:00 p.m. for the MONEY MARKET FUND.

17. The second paragraph under the caption  "Dividends and Distributions" in the
Prospectuses  for the MONEY  MARKET,  FEDERAL  MONEY MARKET AND TAX EXEMPT MONEY
MARKET FUNDS is replaced with the following:

Net short-term capital gains, if any, will be distributed in accordance with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),  and
may be reflected in the Fund's daily dividends.  Substantially  all the realized
net  long-term  capital  gains,  if any, of the Fund are declared and paid on an
annual basis,  except that an additional  capital gains distribution may be made
in a given  year to the  extent  necessary  to avoid the  imposition  of federal
excise tax on the Fund.

COMPREHENSIVE CHANGES:

18. The following  footnote is inserted  directly  beneath the  Shareholder
Transaction  Expense table with  reference to Sales Load Imposed on Purchases in
the  individual  Prospectus  for the NEW YORK TOTAL  RETURN  BOND,  DIVERSIFIED,
SELECTED U.S. EQUITY AND U.S. SMALL COMPANY FUNDS:

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

19.  Effective  February  10, 1997,  Morgan has agreed to waive its  shareholder
servicing  fees and reimburse the TAX EXEMPT MONEY MARKET FUND for the remainder
of the Fund's expenses (excluding  extraordinary expenses and expenses allocated
to the Fund from the Fund's corresponding  Portfolio),  thereby reducing current
total operating expenses of the Fund. This waiver and reimbursement  arrangement
is in effect until December 31, 1997 in addition to the reimbursement  described
under  Expenses  in the  Prospectus.  There is no  assurance  that  Morgan  will
continue this arrangement beyond that date. The Expense Table and Example in the
Prospectus is revised as follows:

THE JPM INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
EXPENSE TABLE
ANNUAL OPERATING EXPENSES
Advisory fees........................................................... 0.18%
Rule 12b-1 fees......................................................... None
Other Expenses (after waiver and expense reimbursements) ............... 0.07%
Total Operating Expenses (after waiver and expense reimbursements)...... 0.25%

The  information  in the expense table has been restated to reflect  contractual
fees and other expenses described in the Prospectus after the current waiver and
reimbursement  arrangements  described above. Fees and expenses in the table are
expressed as a percentage of the Fund's  estimated  average daily net assets for
its  current  fiscal  year and assume the  current  arrangements  were in effect
throughout the year. If actual assets are lower than estimated,  Total Operating
Expenses may, because of the Portfolio's  expenses allocable to the Fund, exceed
0.25% but, in any event,  will not exceed 0.35% of the Fund's  average daily net
assets  through  December  31, 1997.  If the table  reflected  expenses  without
current arrangements, Other Expenses would be 0.22% and Total Operating Expenses
would  be  0.40%  of  estimated  assets.  Historical  Total  Operating  Expenses
expressed as a ratio to historical  average daily net assets for the fiscal year
ended  August 31,  1996 were  0.42%,  assuming  no expense  reimbursements.  See
Management of the Trust and the Portfolio.

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

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

20.  The  following  is  inserted  as the first  column  in the  "Financial
Highlights" table in the Prospectus(es) for each Fund listed below as applicable
to the Fund described therein:



<PAGE>
<TABLE>
<CAPTION>


                                   SELECTED U.S. EQUITY FUND        U.S. SMALL COMPANY FUND            DIVERSIFIED FUND
                                    For the Six Months Ended        For the Six Months Ended       For the Six Months Ended
                                 November 30, 1996 (UNAUDITED)   November 30, 1996 (UNAUDITED)        December 30, 1996
                                           ------------                    ------------
<S>                                           <C>                               <C>                              <C>
                                                                                                         (UNAUDITED)
NET ASSET VALUE, BEGINNING
  OF PERIOD                                 $14.00                          $13.97                          $12.02
                                            ------                          ------                          ------
INCOME FROM INVESTMENT
  OPERATIONS:
Net Investment Income                         0.07                            0.04                            0.17
Net Realized and Unrealized
  Gain (Loss) on Investment                   1.41                            0.16                            0.76
                                              ----                            ----                            ----
  Total from Investment
    Operations                                1.48                            0.20                            0.93
                                              ----                            ----                            ----
LESS DISTRIBUTIONS TO
  SHAREHOLDERS FROM:
Net Investment Income                        (0.07)                          (0.05)                          (0.37)
Net Realized Gain                            (0.87)                          (0.66)                          (0.60)
                                             -------                         ------                          ------
  Total Distributions to
    Shareholders                             (0.94)                          (0.71)                          (0.97)
                                             ------                          ------                          ------
NET ASSET VALUE, END OF
  PERIOD:                                   $14.54                          $13.46                          $11.98
                                            ======                          ======                          ======
Total Return                                 11.56% (a)                       1.92% (a)                       8.01% (a)
RATIOS AND SUPPLEMENTAL
  DATA:
Net Assets, End of Period (in
  thousands)                                $268,502                         $333,568                         $198,071
Ratios to Average Net Assets
  Expenses                                    0.60% (b)                       0.80% (b)                       0.65% (b)
  Net Investment Income                       1.40% (b)                       0.84% (b)                       3.33% (b)
  Decrease Reflected in
    Expense Ratio due to
    Expense Reimbursement                     0.07% (b)                       0.10% (b)                       0.27% (b)
(a) Not Annualized.  (b) Annualized.
</TABLE>

21.  The first  sentence  of the third  paragraph  on the front page of the
individual Prospectus for the FEDERAL MONEY MARKET FUND is revised as follows:

         Unlike other mutual funds which  directly  acquire and manage their own
portfolio of securities,  the Fund seeks to achieve its investment  objective by
investing all of its  investable  assets in The Federal  Money Market  Portfolio
(formerly  The  Treasury   Money  Market   Portfolio   (the   "Portfolio")),   a
corresponding diversified open-end management investment company having the same
investment objective as the Fund.

22. The last sentence of the second  paragraph under  "Investment  Objective and
Policies"  in the  Prospectus  for the FEDERAL  MONEY  MARKET FUND is revised as
follows:

         The Fund attempts to achieve its investment  objective by investing all
of its investable  assets in The Federal Money Market  Portfolio,  a diversified
open-end management  investment company having the same investment  objective as
the Fund.

23. The last sentence of the second paragraph under the caption "Investment
Objective and Policies" in the individual  Prospectus for the U.S. SMALL COMPANY
FUND is replaced with the following:

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

24. The fourth sentence under the heading "Advisor" in the individual Prospectus
for the FEDERAL MONEY MARKET,  MONEY MARKET, TAX EXEMPT MONEY MARKET, SHORT TERM
BOND,  BOND,  TAX  EXEMPT  BOND,  NEW  YORK  TOTAL  RETURN  BOND,   DIVERSIFIED,
INTERNATIONAL  BOND,  SELECTED U.S.  EQUITY,  U.S. SMALL COMPANY,  INTERNATIONAL
EQUITY AND EMERGING MARKETS EQUITY FUNDS is revised as follows:

Through offices in New York City and abroad,  J.P.  Morgan,  through the Advisor
and  other  subsidiaries,  offers a wide  range  of  services  to  governmental,
institutional, corporate and individual customers and acts as investment adviser
to individual and institutional clients with combined assets under management of
over $208 billion.

25. Portfolio  manager  biographies as applicable in  Prospectus(es) of the
Funds described below are revised as follows:

THE TAX EXEMPT MONEY  MARKET  FUND:  Daniel B.  Mulvey,  Vice  President  (since
August,  1995, employed by Morgan since September 1992);  Elizabeth A. Augustin,
Vice President  (since January,  1992,  employed by Morgan since prior to 1992);
and Richard W. Oswald,  Vice President (since October,  1996, employed by Morgan
since 1996 and by CBS prior to October, 1996).

THE U.S. SMALL COMPANY FUND: James B. Otness, Managing Director (since February,
1993,  employed by Morgan  since prior to 1992 as a portfolio  manager of equity
securities  of small and medium sized U.S.  companies);  Michael J. Kelly,  Vice
President  (since  May,  1996,  employed  by  Morgan  since  prior  to 1992 as a
portfolio  manager  of small  and  medium  sized  U.S.  companies  and an equity
research  analyst);  and Candice  Eggerss,  Vice  President  (since  May,  1996,
employed by Morgan since May, 1996 previously  employed by Weiss, Peck and Greer
from June 1993 to May 1996 and Equitable Capital Management prior to June 1993).

THE  INTERNATIONAL  BOND FUND:  Dominic J. Pegler,  Vice President (since April,
1996,  employed by Morgan since April, 1996,  previously an economist at Bank of
England) and Maria Ryan,  Associate  (since  January,  1997,  employed by Morgan
since prior to 1992).

26. The  following  is added  under the first  paragraph  below the heading
"Shareholder  Servicing"  in the  individual  Prospectus  for the NEW YORK TOTAL
RETURN BOND, DIVERSIFIED, SELECTED U.S. EQUITY AND U.S. SMALL COMPANY FUNDS:

The Fund may be sold to or through Eligible  Institutions,  including  financial
institutions  and  broker-dealers,  that  may be  paid  fees  by  Morgan  or its
affiliates  for  services  provided  to their  clients  that invest in the Fund.
Organizations  that provide  recordkeeping or other services to certain employee
benefit or retirement  plans that include the Fund as an investment  alternative
may also be paid a fee.

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

METHOD OF PURCHASE.  Investors  may open accounts with the Fund only through the
Distributor.  All purchase transactions in Fund accounts are processed by Morgan
as  shareholder  servicing  agent  and the  Fund is  authorized  to  accept  any
instructions  relating to a Fund  account from Morgan as  shareholder  servicing
agent for the customer. All purchase orders must be accepted by the Distributor.
Investors  must be either  customers of Morgan or of an Eligible  Institution or
employer-sponsored  retirement plans that have designated the Fund as investment
option for the plans.  Prospective  investors  who are not already  customers of
Morgan  may apply to become  customers  of Morgan  for the sole  purpose of Fund
transactions.  There are no charges  associated  with becoming a Morgan customer
for this purpose.  Morgan  reserves the right to determine the customers that it
will accept,  and the Trust reserves the right to determine the purchase  orders
that it will accept.



<PAGE>


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



<PAGE>


FUND                                                        INITIAL INVESTMENT
THE JPM INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND          $  5,000,000
THE JPM INSTITUTIONAL SELECTED U.S. EQUITY FUND                $  3,000,000
THE JPM INSTITUTIONAL U.S. SMALL COMPANY FUND                  $  1,000,000
THE JPM INSTITUTIONAL DIVERSIFIED FUND                         $  3,000,000

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

28. All  references  to The  Pierpont  Funds and a Pierpont  Fund under the
captions  "Management  of the Trust and the  Portfolio" and "Exchange of Shares"
are changed to "The JPM Pierpont Funds" and "JPM Pierpont  Fund,"  respectively,
in the individual  Prospectus  for the NEW YORK TOTAL RETURN BOND,  DIVERSIFIED,
SELECTED U. S. EQUITY AND U.S. SMALL COMPANY FUNDS.

29.  The  following  is  inserted  at the end of the  sub-section  entitled
"Eligible  Institutions"  in the  individual  Prospectus  for the NEW YORK TOTAL
RETURN BOND, DIVERSIFIED, SELECTED U.S. EQUITY AND U.S. SMALL COMPANY FUNDS:

Although  there  is no  sales  charge  levied  directly  by the  Fund,  Eligible
Institutions  may establish  their own terms and conditions for providing  their
services  and may charge  investors a  transaction-based  or other fee for their
services.  Such charges may vary among  Eligible  Institutions  but in all cases
will be retained by the  Eligible  Institution  and not  remitted to the Fund or
Morgan.

30. Any reference to control  persons under the caption  "Organization"  in
the  individual  Prospectus  for the NEW YORK TOTAL  RETURN  BOND,  DIVERSIFIED,
SELECTED  U.S.  EQUITY,  U.S.  SMALL  COMPANY AND FEDERAL  MONEY MARKET FUNDS is
deleted.

31. The third sentence under the caption  "Organization" is restated in the
individual Prospectus for the NEW YORK TOTAL RETURN BOND, DIVERSIFIED,  SELECTED
U.S. EQUITY AND U.S. SMALL COMPANY FUNDS as follows:

To date,  shares of nineteen  series have been  authorized and are available for
sale to the public.

32. The  following  is added  under the caption  "Taxes" in the  individual
Prospectus for the NEW YORK TOTAL RETURN BOND, DIVERSIFIED, SELECTED U.S. EQUITY
AND U.S. SMALL COMPANY FUNDS:

In addition,  no loss will be allowed on the redemption or exchange of shares of
the  Fund  if,  within  a  period  beginning  30 days  before  the  date of such
redemption  or  exchange  and ending 30 days after  such date,  the  shareholder
acquires  (such  as  through   dividend   reinvestment)   securities   that  are
substantially identical to shares of the Fund.

GLOBAL STRATEGIC INCOME FUND DIVIDENDS:

33. THE GLOBAL  STRATEGIC  INCOME FUND accrues  dividends  daily and distributes
income dividends  monthly.  The following changes to the Prospectus for the Fund
implement this dividend policy.

PURCHASE PRICE AND SETTLEMENT
The following replaces the last sentence under the caption Method of Purchase:

If the Fund or its agent  receives a  purchase  order  after 4:00 P.M.  New York
time, the purchase is effective and is made at the net asset value determined on
the next business day. The  settlement  date is generally the business day after
the  purchase  is  effective.  The  purchaser  will begin to  receive  the daily
dividends on the settlement date.
See Dividends and Distributions.

REDEMPTION OF SHARES
The  following  replaces  the last  sentence of the second  paragraph  under the
caption Method of Redemption:

Proceeds of an effective  redemption  are  deposited on the  settlement  date in
immediately  available  funds to the  shareholder's  account at Morgan or at his
Eligible Institution or, in the case of certain Morgan customers,  are mailed by
check or wire  transferred in accordance with the customer's  instructions.  The
redeemer  will  continue to receive  dividends on these  shares  through the day
before the settlement  date. The settlement  date is generally the next business
day  after a  redemption  is  effective  and,  subject  to  "Further  Redemption
Information,"   in  any  event  is  within  seven  days.   See   Dividends   and
Distributions.

DIVIDENDS AND DISTRIBUTIONS
The following replaces the first two sentences of the above section:

The Fund intends to distribute  substantially all of its net investment  income.
The  net  investment  income  of  the  Fund  is  declared  as a  dividend  daily
immediately  prior to the  determination  of the net asset  value of the Fund on
that day and paid monthly.  If an investor's shares are redeemed during a month,
accrued but unpaid  dividends  are paid with the  redemption  proceeds.  The net
investment  income for the Fund for dividend  purposes  consists of its pro rata
share of the net income of the Portfolio less the Fund's  expenses.  Expenses of
the Fund and the  Portfolio,  including the fees payable to Morgan,  are accrued
daily.  Shares will accrue dividends as long as they are issued and outstanding.
Shares are issued and  outstanding as of the settlement date of a purchase order
through the day before the settlement date of a redemption order.

Substantially  all the  realized  net  capital  gains,  if any,  of the Fund are
declared and paid on an annual basis,  except that an  additional  capital gains
distribution  may be made in a given year to the extent  necessary  to avoid the
imposition of federal excise tax on the Fund.




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