JP MORGAN INSTITUTIONAL FUNDS
497, 1998-07-28
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J.P. MORGAN INSTITUTIONAL FUNDS
J.P. Morgan Institutional Service Tax Exempt Money Market Fund
Supplement dated July 28, 1998 to the Statement of Additional  Information dated
February 2, 1998

1. The third  paragraph  under  "Investment  Objective and Policies" is replaced
with the following:

     The Portfolio attempts to achieve its investment objective by maintaining a
     dollar-weighted  average portfolio maturity of not more than 90 days and by
     investing in U.S. dollar-denominated securities described in this Statement
     of  Additional  Information  that meet  certain  rating  criteria,  present
     minimal credit risks,  have effective  maturities of not more than thirteen
     months and earn  interest  wholly  exempt  from  federal  income tax in the
     opinion of bond counsel for the issuer. If attractive municipal obligations
     are not  available,  the Fund may hold cash  rather  than invest in taxable
     money market instruments. The Portfolio, however, may temporarily invest up
     to 20% of total assets in taxable securities in abnormal market conditions,
     for defensive purposes only. For purposes of this calculation,  obligations
     that generate  income that may be treated as a preference item for purposes
     of the alternative  minimum tax shall not be considered taxable securities.
     See  "Quality  and   Diversification   Requirements."   Interest  on  these
     securities  may be  subject  to state and local  taxes.  For more  detailed
     information  regarding  tax matters,  including  the  applicability  of the
     alternative minimum tax, see "Taxes."

2. The "Taxable Investments" section is amended in its entirety as follows:

         The  Portfolio  attempts  to invest its assets in tax exempt  municipal
         securities and when these investments are not available,  may hold cash
         or may invest to a limited extent in taxable securities. While the Fund
         does not currently intend to invest in taxable securities,  in abnormal
         market conditions for defensive  purposes only, it may invest up to 20%
         of the value of its total assets in securities,  the interest income on
         which may be subject  to  federal,  state or local  income  taxes.  The
         taxable investments  permitted for the Portfolio include obligations of
         the  U.S.  Government  and its  agencies  and  instrumentalities,  bank
         obligations, commercial paper and repurchase agreements.

         The Fund may make  investments in other debt  securities with remaining
         effective  maturities  of not  more  than  thirteen  months,  including
         without limitation corporate bonds, and other obligations  described in
         the Prospectus or this Statement of Additional Information.




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