JP MORGAN INSTITUTIONAL FUNDS
N-30D, 1998-06-02
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<PAGE>

LETTER TO THE SHAREHOLDERS OF THE J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL 
RETURN BOND FUND

May 18, 1998

Dear Shareholder:

We are pleased to report that the J.P. Morgan Institutional New York Total 
Return Bond Fund posted a healthy 8.64% gain for the year ended March 31, 1998. 
While the fund underperformed the 9.24% return of its benchmark for the period 
(the Lehman Brothers 1-16 year Municipal Bond Index), it ranked favorably 
against the 8.41% return of its competitors as measured by the Lipper New York 
Intermediate Municipal Debt Funds Average. The fund's 30-day SEC yield, at 
4.11%, translates to an equivalent taxable yield of 6.80%, assuming a 39.6% 
tax rate. 

The fund's net asset value, at $10.67 per share on March 31, 1998, was up from 
$10.30 per share on March 31, 1997. Distributions of approximately $0.48 per 
share were paid from ordinary income substantially all of which were tax 
exempt, and $0.04 from long-term capital gains. The fund's net assets increased 
to $111.4 million from $90.8 million while the net assets of The New York Total 
Return Bond Portfolio, in which the fund invests, were $197.0 million.

The report that follows includes an interview with Elaine Young and Robert 
Meiselas, both members of the portfolio management team responsible for the 
fund. 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 appreciate your 
investment in the fund. 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   GLOSSARY OF TERMS. . . . . . . . . .  6

FUND PERFORMANCE . . . . . . . . .  2   FUND FACTS AND HIGHLIGHTS. . . . . .  7

PORTFOLIO MANAGER Q & A. . . . . .  3   FINANCIAL STATEMENTS . . . . . . . . 10
- -------------------------------------------------------------------------------


                                                                               1

<PAGE>

FUND PERFORMANCE

EXAMINING PERFORMANCE
There are several ways to evaluate a mutual fund's historical performance 
record. One approach is to take a look at the growth of a hypothetical 
investment of $5,000,000 (the minimum investment in the fund). The chart at 
right shows that $5,000,000 invested on April 11, 1994* would have grown to 
$6,429,724 on March 31, 1998.

Another way to look at 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 
one, five, or ten 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.

GROWTH OF $5,000,000 SINCE FUND INCEPTION*
APRIL 11, 1994* -- MARCH 31, 1998

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
                   J.P. MORGAN INSTITUTIONAL      LEHMAN BROTHERS          LIPPER NEW YORK
                     NEW YORK TOTAL RETURN       NEW YORK 1-16 YEAR     INTERMEDIATE MUNICIPAL
                           BOND FUND            MUNICIPAL BOND INDEX      DEBT FUNDS AVERAGE
<S>                  <C>                        <C>                     <C>
Inception                  5,000,000                 5,000,000                5,000,000
Sep-94                     5,070,000                 5,070,000                5,050,000
Mar-95                     5,270,000                 5,270,000                5,230,000
Sep-95                     5,540,000                 5,570,000                5,470,000
Mar-96                     5,660,000                 5,730,000                5,590,000
Sep-96                     5,790,000                 5,900,000                5,700,000
Mar-97                     5,920,000                 6,050,000                5,810,000
Sep-97                     6,250,000                 6,390,000                6,120,000
Mar-98                     6,430,000                 6,610,000                6,300,000
</TABLE>

PERFORMANCE
<TABLE>
<CAPTION>
                                           TOTAL RETURNS                        AVERAGE ANNUAL TOTAL RETURNS
                                           ----------------------------         -----------------------------------
                                           THREE             SIX                ONE                 SINCE
AS OF MARCH 31, 1998                       MONTHS            MONTHS             YEAR                INCEPTION*
- -----------------------------------------------------------------------         -----------------------------------
<S>                                        <C>               <C>                <C>                 <C>
J.P. Morgan Institutional New York
  Total Return Bond Fund                    0.63%             2.87%              8.64%                 6.62%
Lehman Brothers 1-16 year
  Municipal Bond Index**                    1.13%             3.36%              9.24%                 7.37%
Lipper New York Intermediate
  Municipal Debt Funds Average              0.78%             2.83%              8.41%                 6.14%
</TABLE>

*  4/11/94 -- COMMENCEMENT OF OPERATIONS (AVERAGE ANNUAL TOTAL RETURNS BASED
   ON MONTH END FOLLOWING INCEPTION; AVERAGE ANNUAL RETURN SINCE ACTUAL 
   INCEPTION IS 6.57%).
** PRIOR TO MAY 1, 1997 THE BENCHMARK WAS COMPOSED OF THE LEHMAN BROTHERS 1-15
   YEAR MUNICIPAL BOND INDEX. COMMENCING MAY 1, 1997 THE BENCHMARK IS THE LEHMAN
   BROTHERS 1-16 YEAR MUNICIPAL BOND INDEX. BOTH ARE UNMANAGED INDICES THAT 
   MEASURE MUNICIPAL BOND MARKET PERFORMANCE. THEY DO NOT INCLUDE FEES OR 
   EXPENSES AND ARE NOT AVAILABLE FOR ACTUAL INVESTMENT. LIPPER ANALYTICAL 
   SERVICES, INC. IS A LEADING SOURCE FOR MUTUAL FUND DATA.

PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. FUND RETURNS ARE NET OF
FEES, ASSUME THE REINVESTMENT OF DISTRIBUTIONS AND REFLECT REIMBURSEMENT OF
CERTAIN FUND AND PORTFOLIO EXPENSES AS DESCRIBED IN THE PROSPECTUS. HAD EXPENSES
NOT BEEN SUBSIDIZED, RETURNS WOULD HAVE BEEN LOWER.


2

<PAGE>

PORTFOLIO MANAGER Q&A

This interview was conducted with Elaine Young and Robert Meiselas, both 
members of the portfolio management team responsible for managing The New York 
Total Return Bond Portfolio in which the fund invests.

            ELAINE YOUNG, VICE PRESIDENT, is a portfolio manager with the U.S. 
            Fixed Income Group and responsible for managing municipal bonds. In 
            Ms. Young's previous position at Morgan, she traded tax-exempt 
[PHOTO]     securities. Elaine joined Morgan in 1994 after five years of 
            municipal trading experience at Scudder, Stevens, and Clark. She 
            graduated from New York University with a BS degree and an MBA in 
            Finance. Elaine is also a Chartered Financial Analyst.

            ROBERT MEISELAS, VICE PRESIDENT, is a portfolio manager with the 
            U.S. Fixed Income Group responsible for managing municipal bonds, 
            including tax exempt private placements. Mr. Meiselas is a CPA and 
            joined J.P. Morgan's financial group in 1982, after having spent 
[PHOTO]     ten years at Coopers & Lybrand. Bob also spent five years in J.P. 
            Morgan's Private Banking Investment Management Group, and moved to 
            J.P. Morgan Investment Management in 1997. Bob is a graduate of St. 
            Johns University and has completed graduate work at Long Island 
            University in the field of taxation.

This interview was conducted on May 15, 1998 and represents both Bob and 
Elaine's views on that date.

LET'S START OFF BY GETTING A GENERAL BACKDROP. WHAT IMPORTANT EVENTS HAVE 
OCCURRED IN THE TAX-EXEMPT BOND MARKET OVER THE PAST YEAR MONTHS?

EY:  The continued economic difficulties in Asia have had a profound effect on 
the municipal bond market. U.S. Treasury notes and bonds remain attractive to 
foreign investors in the "flight to safety" from Asian markets. Municipals have 
not enjoyed this demand and look cheap to many investors when compared to the 
Treasury market. Consequently, yields offered by municipals, and the lack of 
correlation with the Asian problems, have encouraged non-traditional investors 
to become more active in the tax-exempt market. This source of demand has 
helped the muni market absorb an increased level of supply at aggressive 
prices. Unfortunately, prices that are offered in secondary trading have been, 
at times, considerably weaker.

SUPPLY IS ALWAYS AN IMPORTANT ISSUE IN THE MUNICIPAL BOND MARKET. HAS THERE 
BEEN AN AMPLE SUPPLY DURING THE PERIOD?

EY:  Muni supply, particularly in New York, has been much higher than most 
research analysts had projected, due to low interest rates. Municipal bond 
prices have held up because the new investors I referred to earlier helped to 
absorb the added supply.


                                                                               3

<PAGE>

THAT'S A VERY DIFFERENT STORY FROM A COUPLE OF YEARS AGO WHEN GOVERNMENTS WERE 
CUTTING BACK ON SPENDING, AND THERE WEREN'T MANY NEW ISSUES TO BE HAD, ISN'T IT?

RM:  Yes. It's also a different economy. There was a balance-the-budget mindset 
a couple of years ago. People didn't want to issue bonds because they thought 
there was a direct cause and effect relationship between budget deficits and 
financing projects that needed to get done. In my opinion, everyone's feeling a 
little more comfortable about having more money to spend. Governments are 
reporting balanced budgets and people are perhaps a little more liberal in 
allowing bond deals to come along.

EY:  State coffers are in better shape and voters have been more inclined to 
approve new issues. There's also been some pent-up need. There was a lack of 
infrastructure spending for a few years, and that has a way of catching up. 
Even if governments have become somewhat more fiscally responsible, they still 
have projects that need to get done.

THERE'S BEEN A LOT OF GOOD NEWS IN THE NEW YORK MUNICIPAL MARKET LATELY, ISN'T
THAT CORRECT?

RM:  Yes that's true. Moody's upgraded New York State last year, and in January 
they upgraded New York City. That's had a positive impact on market sentiment. 
With an A rating, more investors are now able to buy New York City bonds. Many 
investors are restricted from buying bonds rated below that level.

   The big event, however, was the funding of the Long Island Power Authority, 
the government entity created to buy out the Long Island Lighting Company. It's 
was a multi-billion dollar deal. The threat of flooding the market with supply 
had everyone worried for a while, and prices suffered. Fortunately, it was a 
very successful underwriting. And now that it's past, prices are firmer.

FOR THE PERIOD UNDER REVIEW, THE FUND OUTPERFORMED THE LIPPER NEW YORK 
INTERMEDIATE MUNICIPAL DEBT FUNDS AVERAGE BUT UNDERPERFORMED ITS BENCHMARK, THE 
LEHMAN BROTHERS 1-16 YEAR MUNICIPAL BOND INDEX. WHY?

RM:  That can be difficult to pin down in a municipal fund. It's notable that 
you can't buy the Lehman Muni Index. It's not like an equity index such as the 
S&P 500 or even a taxable bond index like the Salomon Broad Investment Grade, 
which can be replicated. Furthermore, it often has excess concentrations of a 
single municipal credit, which is something we would try to avoid in the fund's 
portfolio. The Lehman Muni Index is a guide to tell investors and tell us what 
is the general direction of interest rates and the market, and it doesn't 
always accurately track the New York market. We don't think it's an accurate 
point of performance comparison.

   I should also point out that we manage this fund with a high priority on 
quality and consistency. The average credit quality of the portfolio is AA-, 
which is very good for a New York portfolio. The portfolio is also structured 
to have an intermediate duration, rather than a long one, to minimize 
volatility. So while the fund has provided competitive returns, we try to 
provide those returns with less risk.

EY:  As far as edging out the competition, I would largely attribute it to our 
disciplined process. We try to buy bonds that are undervalued and sell the ones 
that are overvalued based on our internal credit research. It


4

<PAGE>

also helps to have a dedicated trading desk. Execution is extremely important 
in the municipal market. Another plus has come from buying private placements, 
as they provide additional yield without additional credit risk.

TELL US MORE ABOUT THE PRIVATE PLACEMENTS.

EY:  Private placements are bonds that we purchase directly from issuers rather 
than through the public bond market. Since it's cheaper for issuers to borrow 
in the private placement market, we are able to obtain better yields for the 
portfolio than public bonds. Morgan is able to use its credit expertise to 
select private placements that it considers to be investment grade. In this 
way, we believe that we are able to add better performance without taking on 
additional credit risk.

WHAT IS YOUR OUTLOOK FOR THE COMING MONTHS? AND HOW ARE YOU POSITIONING THE 
PORTFOLIO?

RM:  Currently, the fund is neutral compared to its seven-year benchmark. 
Uncertainty about events in Asia have buffered U.S. domestic concern about 
inflation. While the successful completion of the Long Island Power Authority 
transaction has reduced investor concern about over-supply, we will continue 
to carefully monitor the new issue market in order to buy bonds as the best 
opportunities arise.

                                                                               5

<PAGE>

GLOSSARY OF TERMS

BASIS POINT: A measure used in quoting bond yields. One basis point equals 
0.01% of yield. For example if a bond's yield changed from 10.25% to 11.00%, it 
would have moved 75 basis points.

CREDIT RATING: The rating assigned to a bond by independent rating agencies 
such as Standard & Poor's or Moody's. In evaluating creditworthiness, these 
agencies assess the issuer's present financial condition and future ability and 
willingness to make principal and interest payments when due.

DURATION: Duration is used as a measure of the relative sensitivity of the 
price of the security to a change in interest rates. The longer the duration 
the more sensitive the bond is to interest rate moves. For example, a bond with 
a five-year duration will experience an approximate 5% increase in price if 
interest rates drop 100 basis points (1%) while a bond with a ten-year duration 
would see its price rise by approximately 10%.

MATURITY: The date on which the life of a financial instrument ends through 
cash or physical settlement, or expiration with no value, or the date a 
security comes due and fully payable. Average maturity refers to the average 
time to maturity of the entire portfolio.

YIELD CURVE: A graph showing the term structure of interest rates at a point in 
time, ranging from the shortest to the longest available. The resulting curve 
shows if short-term interest rates are higher or lower than long-term rates.

YIELD SPREAD: The difference in yield between different types of securities. 
For example, if a Treasury bond is yielding 6.5% and a municipal is yielding 
5.5%, the spread is 1% or 100 basis points.

ZERO COUPON BOND: A debt instrument sold at a discount to its face value. The 
bond makes no payment until maturity, at which time it is redeemed at face 
value. Effectively, the interest received is the difference between face value 
and the price paid for the security.


6

<PAGE>

FUND FACTS

INVESTMENT OBJECTIVE
J.P. Morgan Institutional New York Total Return Bond Fund seeks to provide a 
high after-tax total return for New York residents consistent with moderate 
risk of capital. It is designed for investors subject to federal and New York 
State income taxes who seek a high after-tax total return and who are willing 
to receive some taxable income and capital gains to achieve that return.

- -------------------------------------------------------------------------------
COMMENCEMENT OF OPERATIONS
4/11/94

- -------------------------------------------------------------------------------
FUND NET ASSETS AS OF 3/31/98
$111,417,915

- -------------------------------------------------------------------------------
PORTFOLIO NET ASSETS AS OF 3/31/98
$197,011,410

- -------------------------------------------------------------------------------
DIVIDEND PAYABLE DATES
Monthly

- -------------------------------------------------------------------------------
CAPITAL GAIN PAYABLE DATES (IF APPLICABLE)
12/11/98

EXPENSE RATIO
The fund's current expense ratio of 0.50% 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 MARCH 31, 1998

PORTFOLIO ALLOCATION
(PERCENTAGE OF TOTAL INVESTMENTS)

<TABLE>
<S>                               <C>
REVENUE BOND                      78.6%
GENERAL OBLIGATION                16.1%
SHORT-TERM/OTHER                   3.0%
SPECIAL OBLIGATIONS                1.3%
PRIVATE PLACEMENTS                 1.0%
</TABLE>

30-DAY SEC YIELD
4.11%

DURATION
5.90 years

QUALITY PROFILE
AAA-A         70%
Other         30%


                                                                               7

<PAGE>

DISTRIBUTED BY FUNDS DISTRIBUTOR, INC. MORGAN GUARANTY TRUST COMPANY OF NEW 
YORK SERVES AS INVESTMENT ADVISOR AND MAKES THE FUND AVAILABLE SOLELY IN ITS 
CAPACITY AS SHAREHOLDER SERVICING AGENT. SHARES OF THE FUND ARE NOT BANK 
DEPOSITS AND ARE NOT GUARANTEED BY ANY BANK, GOVERNMENT ENTITY, OR THE FDIC. 
RETURN AND SHARE PRICE WILL FLUCTUATE AND REDEMPTION VALUE MAY BE MORE OR LESS 
THAN ORIGINAL COST.

The fund invests through a master portfolio (another fund with the same 
objective). References to specific securities are not intended to be and should 
not be interpreted as recommendations to buy or sell such securities. Opinions 
expressed herein are based on current market conditions and are subject to 
change without notice. Income may be subject to state and local taxes. Some 
income may be subject to the Federal alternative minimum tax for certain 
investors.

CALL J.P. MORGAN FUNDS SERVICES AT (800) 766-7722 FOR A PROSPECTUS CONTAINING 
MORE COMPLETE INFORMATION ABOUT THE FUND INCLUDING MANAGEMENT FEES AND OTHER 
EXPENSES. PLEASE READ IT CAREFULLY BEFORE INVESTING.


8

<PAGE>

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

<PAGE>
J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                <C>
ASSETS
Investment in The New York Total Return Bond
  Portfolio ("Portfolio"), at value                $111,758,544
Receivable for Expense Reimbursements                    30,711
Deferred Organization Expenses                            2,300
Prepaid Trustees' Fees                                      551
Prepaid Expenses and Other Assets                           311
                                                   ------------
    Total Assets                                    111,792,417
                                                   ------------
LIABILITIES
Dividends Payable to Shareholders                       298,011
Payable for Shares of Beneficial Interest
  Redeemed                                               40,000
Shareholder Servicing Fee Payable                         7,069
Administrative Services Fee Payable                       2,786
Administration Fee Payable                                  357
Fund Services Fee Payable                                   148
Accrued Expenses                                         26,131
                                                   ------------
    Total Liabilities                                   374,502
                                                   ------------
NET ASSETS
Applicable to 10,440,788 Shares of Beneficial
  Interest Outstanding
  (par value $0.001, unlimited shares authorized)  $111,417,915
                                                   ------------
                                                   ------------
Net Asset Value, Offering and Redemption Price
  Per Share                                              $10.67
                                                          -----
                                                          -----
ANALYSIS OF NET ASSETS
Paid-in Capital                                    $107,643,945
Undistributed Net Investment Income                      44,234
Accumulated Net Realized Gain on Investment             138,026
Net Unrealized Appreciation of Investment             3,591,710
                                                   ------------
    Net Assets                                     $111,417,915
                                                   ------------
                                                   ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
10
<PAGE>
J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED MARCH 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                <C>        <C>
INVESTMENT INCOME ALLOCATED FROM PORTFOLIO
Allocated Interest Income                                     $5,140,168
Allocated Portfolio Expenses                                    (411,458)
                                                              ----------
    Net Investment Income Allocated from
      Portfolio                                                4,728,710
FUND EXPENSES
Shareholder Servicing Fee                          $ 76,492
Administrative Services Fee                          31,005
Registration Fees                                    21,959
Transfer Agent Fees                                  18,679
Professional Fees                                    13,031
Printing Expenses                                    11,185
Fund Services Fee                                     3,447
Administration Fee                                    2,809
Amortization of Organization Expenses                 2,280
Trustees' Fees and Expenses                           1,981
Miscellaneous                                         5,749
                                                   --------
    Total Fund Expenses                             188,617
Less: Reimbursement of Expenses                     (90,130)
                                                   --------
NET FUND EXPENSES                                                 98,487
                                                              ----------
NET INVESTMENT INCOME                                          4,630,223
NET REALIZED GAIN ON INVESTMENT ALLOCATED FROM
  PORTFOLIO                                                      534,632
NET CHANGE IN UNREALIZED APPRECIATION OF
  INVESTMENT ALLOCATED FROM PORTFOLIO                          3,136,395
                                                              ----------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS                                                  $8,301,250
                                                              ----------
                                                              ----------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              11
<PAGE>
J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                   FOR THE FISCAL   FOR THE FISCAL
                                                     YEAR ENDED       YEAR ENDED
                                                   MARCH 31, 1998   MARCH 31, 1997
                                                   --------------   --------------
<S>                                                <C>              <C>
INCREASE IN NET ASSETS
FROM OPERATIONS
Net Investment Income                              $    4,630,223   $   3,348,957
Net Realized Gain (Loss) on Investment Allocated
  from Portfolio                                          534,632         (64,801)
Net Change in Unrealized Appreciation
  (Depreciation) of Investment Allocated from
  Portfolio                                             3,136,395        (224,030)
                                                   --------------   --------------
    Net Increase in Net Assets Resulting from
      Operations                                        8,301,250       3,060,126
                                                   --------------   --------------
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net Investment Income                                  (4,630,223)     (3,348,798)
Net Realized Gain                                        (332,469)        (48,935)
                                                   --------------   --------------
    Total Distributions to Shareholders                (4,962,692)     (3,397,733)
                                                   --------------   --------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Proceeds from Shares of Beneficial Interest Sold       46,861,550      50,415,260
Reinvestment of Dividends and Distributions               973,880         875,189
Cost of Shares of Beneficial Interest Redeemed        (30,548,396)     (8,086,743)
                                                   --------------   --------------
    Net Increase from Transactions in Shares of
      Beneficial Interest                              17,287,034      43,203,706
                                                   --------------   --------------
    Total Increase in Net Assets                       20,625,592      42,866,099
NET ASSETS
Beginning of Fiscal Year                               90,792,323      47,926,224
                                                   --------------   --------------
End of Fiscal Year (including undistributed net
  investment income of
  $44,234 and $44,234, respectively)               $  111,417,915   $  90,792,323
                                                   --------------   --------------
                                                   --------------   --------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
12
<PAGE>
J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share outstanding throughout each period are as follows:
 
<TABLE>
<CAPTION>
                                                                                 FOR THE PERIOD
                                                    FOR THE FISCAL YEAR ENDED    APRIL 11, 1994
                                                            MARCH 31,           (COMMENCEMENT OF
                                                    --------------------------   OPERATIONS) TO
                                                      1998     1997     1996     MARCH 31, 1995
                                                    --------  -------  -------  ----------------
<S>                                                 <C>       <C>      <C>      <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $  10.31  $ 10.34  $ 10.11      $ 10.00
                                                    --------  -------  -------  ----------------
 
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                                   0.48     0.48     0.49         0.42
Net Realized and Unrealized Gain on Investment          0.40    (0.02)    0.25         0.11
                                                    --------  -------  -------  ----------------
Total from Investment Operations                        0.88     0.46     0.74         0.53
                                                    --------  -------  -------  ----------------
 
LESS DISTRIBUTIONS TO SHAREHOLDERS FROM
Net Investment Income                                  (0.48)   (0.48)   (0.49)       (0.42)
Net Realized Gain                                      (0.04)   (0.01)   (0.02)     --
                                                    --------  -------  -------  ----------------
Total Distributions to Shareholders                    (0.52)   (0.49)   (0.51)       (0.42)
                                                    --------  -------  -------  ----------------
 
NET ASSET VALUE, END OF PERIOD                      $  10.67  $ 10.31  $ 10.34      $ 10.11
                                                    --------  -------  -------  ----------------
                                                    --------  -------  -------  ----------------
 
RATIOS AND SUPPLEMENTAL DATA
Total Return                                            8.64%    4.54%    7.40%        5.49%(a)
Net Assets, End of Period (in thousands)            $111,418  $90,792  $47,926      $20,621
Ratios to Average Net Assets
  Expenses                                              0.50%    0.50%    0.50%        0.50%(b)
  Net Investment Income                                 4.54%    4.70%    4.67%        4.65%(b)
  Decrease Reflected in Expense Ratio due to
    Expense Reimbursement                               0.09%    0.14%    0.17%        0.55%(b)
</TABLE>
 
- ------------------------
(a) Not annualized.
 
(b) Annualized.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              13
<PAGE>
J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
- --------------------------------------------------------------------------------
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The J.P. Morgan Institutional New York Total Return Bond Fund (the "fund") is a
separate series of the J.P. Morgan 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 April 11, 1994.
Prior to January 1, 1998, the trust's and the fund's names were The JPM
Institutional Funds and The JPM Institutional New York Total Return Bond Fund,
respectively.
 
The fund invests all of its investable assets in The New York Total Return Bond
Portfolio (the "portfolio"), a non-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 (57% at March
31, 1998). 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 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) Substantially all the fund's net investment income is declared as
      dividends daily and paid monthly. Distributions to shareholders of net
      realized capital gains, if any, are declared and paid annually.
 
   d) The fund incurred organization expenses in the amount of $11,787. These
      costs were deferred and are being 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. During the year
      ended March 31, 1998, the fund utilized a capital loss carryforward of
      approximately $44,000.
 
   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.
 
14
<PAGE>
J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
 
2. TRANSACTIONS WITH AFFILIATES
 
   a) The trust, on behalf of the fund, has retained Funds Distributor, Inc.
      ("FDI"), a registered broker-dealer, to serve as co-administrator and
      distributor for the fund. Under a Co-Administration Agreement between FDI
      and the trust on behalf of the fund, FDI provides administrative services
      necessary for the operations of the fund, furnishes office space and
      facilities required for conducting the business of the fund and pays the
      compensation of the fund's officers affiliated with FDI. The fund has
      agreed to pay FDI fees equal to its allocable share of an annual
      complex-wide charge of $425,000 plus FDI's out-of-pocket expenses. The
      amount allocable to the fund is based on the ratio of the fund's net
      assets to the aggregate net assets of the trust and certain other
      investment companies subject to similar agreements with FDI. For the
      fiscal year ended March 31, 1998, the fee for these services amounted
      $2,809.
 
   b) The trust, on behalf of the fund, has an Administrative Services Agreement
      (the "Services Agreement") with Morgan Guaranty Trust Company of New York
      ("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
      based on the aggregate average daily net assets of the portfolio and the
      other portfolios in which the trust and the J.P. Morgan Funds (formerly
      The JPM Pierpont Funds) invest (the "master portfolios") and J.P. Morgan
      Series Trust (formerly 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 J.P. Morgan Series Trust. For
      the fiscal year ended March 31, 1998, the fee for these services amounted
      to $31,005.
 
      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
      0.50% of the average daily net assets of the fund through July 31, 1998.
      For the year fiscal ended March 31, 1998, Morgan has agreed to reimburse
      the fund $90,130 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 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 0.075% of the average daily net assets
      of the fund. For the fiscal year ended March 31, 1998, the fee for these
      services amounted to $76,492.
 
   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
      $3,447 for the fiscal year ended March 31, 1998.
 
                                                                              15
<PAGE>
J.P. MORGAN INSTITUTIONAL NEW YORK TOTAL RETURN BOND FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
 
   e) An aggregate annual fee of $75,000 is paid to each trustee for serving as
      a trustee of the trust, the J.P. Morgan Funds, the master portfolios and
      J.P. Morgan Series Trust. The Trustees' Fees and Expenses shown in the
      financial statements represents the fund's allocated portion of these
      total fees and expenses. The trust's Chairman and Chief Executive Officer
      also serves as Chairman of Group and receives compensation and employee
      benefits from Group in his role as Group's Chairman. The allocated portion
      of such compensation and benefits included in the Fund Services Fee shown
      in the financial statements was $700.
 
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 FISCAL   FOR THE FISCAL
                                                     YEAR ENDED       YEAR ENDED
                                                   MARCH 31, 1998   MARCH 31, 1997
                                                   --------------   --------------
<S>                                                <C>              <C>
Shares of beneficial interest sold...............      4,438,320        4,869,447
Reinvestment of dividends and distributions......         91,760           84,420
Shares of beneficial interest redeemed...........     (2,898,602)        (780,634)
                                                   --------------   --------------
Net Increase.....................................      1,631,478        4,173,233
                                                   --------------   --------------
                                                   --------------   --------------
</TABLE>
 
4. CREDIT 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. Additionally, since all
of the investable assets of the fund are in the portfolio, the portfolio is
party to certain covenants of the Agreement. The maximum borrowing under the
Commitment Agreement is $100,000,000. Prior to January 26, 1998 the maximum
borrowing under the Agreement was $150,000,000. The Agreement expires on May 27,
1998, however, the fund and the unaffiliated lenders as party to the Agreement
will have the ability to extend the Agreement and continue their participation
therein for 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 allocable 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 March 31, 1998.
 
16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees and Shareholders of
J.P. Morgan Institutional New York Total Return Bond Fund
(Formerly The JPM Institutional New York Total Return Bond Fund)
 
In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
the J.P. Morgan Institutional New York Total Return Bond Fund (the "fund") at
March 31, 1998, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then ended and
financial highlights for each of the three years in the period then ended and
for the period April 11, 1994 (commencement of operations) to March 31, 1995, in
conformity with generally accepted accounting principles. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the fund's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
 
PRICE WATERHOUSE LLP
New York, New York
May 19, 1998
 
                                                                              17
<PAGE>
The New York Total Return Bond Portfolio
Annual Report March 31, 1998
(The following pages should be read in conjunction
with J.P. Morgan Institutional New York Total Return Bond Fund
Annual Financial Statements)
 
18
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS
MARCH 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
LONG-TERM INVESTMENTS (97.6%)
CALIFORNIA (0.5%)
    $ 1,000      Kaweah Delta Hospital District, Tulare
                   County, (Series F, due 06/01/14)..........      PP        NR/NR      06/01/00(a)    5.250% $  1,000,000
                                                                                                              ------------
 
CONNECTICUT (1.4%)
      1,000      Mashantucket Western Pequot Tribe, (Special
                   Revenue, Prerefunded, Series A) 144A......      RB       Aaa/AAA     09/01/01       6.250     1,067,740
        250      Mashantucket Western Pequot Tribe, (Special
                   Revenue, Prerefunded, Series A) 144A......      RB       Aaa/AAA     09/01/02       6.250       270,952
      1,100      Mashantucket Western Pequot Tribe, (Special
                   Revenue, Series A) 144A...................      RB      Baa2/BBB-    09/01/01       6.250     1,162,326
        250      Mashantucket Western Pequot Tribe, (Special
                   Revenue, Series A) 144A...................      RB      Baa2/BBB-    09/01/02       6.250       267,207
                                                                                                              ------------
                     TOTAL CONNECTICUT.......................                                                    2,768,225
                                                                                                              ------------
 
NEW YORK (94.0%)
      4,000      Erie County Water Authority, (Water Revenue,
                   Refunding, Series A, due 12/01/04), AMBAC
                   Insured...................................      RB       Aaa/AAA     12/01/03(a)    5.000     4,157,800
      2,250      Grand Central District Management
                   Association Inc., (Business Improvement
                   District, Prerefunded, due 01/01/22)......      SO       Aaa/AAA     01/01/02(a)    6.500     2,470,027
      4,000      Metropolitan Transportation Authority,
                   (Commuter Facilities, Refunding, Series
                   D), MBIA Insured..........................      RB       Aaa/AAA     07/01/06       6.000     4,430,280
      5,500      Metropolitan Transportation Authority,
                   (Dedicated Tax Fund, Series A), MBIA
                   Insured...................................      RB       Aaa/AAA     04/01/11       6.250     6,251,795
      2,205      Metropolitan Transportation Authority,
                   (Excess Loss Funding, Special Obligation),
                   MBIA Insured..............................      RB       Aaa/AAA     07/01/05       5.000     2,282,021
      1,370      Metropolitan Transportation Authority,
                   (Service Contract, Commuter Facilities,
                   Refunding, Series N)(d)...................      RB      Baa1/BBB+    07/01/02       6.625     1,487,217
      1,500      Metropolitan Transportation Authority,
                   (Service Contract, Commuter Facilities,
                   Refunding, Series O)......................      RB      Baa1/BBB+    07/01/08       5.750     1,610,985
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              19
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
NEW YORK (CONTINUED)
    $ 1,075      Monroe County, (Public Improvement,
                   Partially Prerefunded, Partially Escrowed
                   to Maturity), AMBAC Insured...............      GO       Aaa/AAA     06/01/08       5.875% $  1,199,044
         55      Monroe County, (Public Improvement,
                   Prerefunded, Escrowed to Maturity, Series
                   1995), AMBAC Insured......................      GO       Aaa/AAA     06/01/08       5.875        61,346
      1,500      Municipal Assistance Corp. for the City of
                   New York, (Refunding, Series J)...........      RB        Aa2/AA     07/01/04       6.000     1,640,655
      2,150      Municipal Assistance Corp. for the City of
                   New York, (Series G)(d)...................      RB        Aa2/AA     07/01/05       6.000     2,362,743
      1,460      New York City Industrial Development Agency,
                   (Civil Facilities Revenue, Refunding, YMCA
                   Greater New York Project)(d)..............      RB       Baa3/NR     08/01/05       6.000     1,570,872
      1,000      New York City Industrial Development Agency,
                   (Civil Facilities Revenue, YMCA Greater
                   New York Project).........................      RB       Baa3/NR     08/01/06       6.000     1,077,570
      1,000      New York City Industrial Development Agency,
                   (IDR, Brooklyn Navy Yard, Cogen Partners,
                   due 10/01/22).............................      RB      Baa3/BBB-    10/01/21(a)    6.200     1,102,370
      2,000      New York City Municipal Water Finance
                   Authority, (Water & Sewer System Revenue,
                   Series D)(d)..............................      RB        A2/A-      06/15/07       5.000     2,073,540
      3,000      New York City Transitional Finance
                   Authority, (Series A).....................      RB        Aa3/AA     08/15/07       5.500     3,244,770
      2,400      New York City Transitional Finance
                   Authority, (Series B).....................      RB        Aa3/AA     11/15/04       5.250     2,532,624
      1,750      New York City, (Refunding, Series A)........      GO       A3/BBB+     08/01/02       5.750     1,845,498
      1,250      New York City, (Refunding, Series A)........      GO       A3/BBB+     08/01/04       7.000     1,417,275
      1,715      New York City, (Refunding, Series A)........      GO       A3/BBB+     08/01/02       5.700     1,805,243
      6,000      New York City, (Refunding, Series A, due
                   08/01/03).................................      GO       A3/BBB+     08/01/02(a)    6.250     6,494,700
      1,070      New York City, (Refunding, Series C)........      GO       A3/BBB+     02/01/04       6.000     1,148,923
      1,500      New York City, (Refunding, Series H)........      GO       A3/BBB+     03/15/05       6.500     1,664,085
      3,125      New York City, (Refunding, Series M)........      GO       A3/BBB+     06/01/00       6.000     3,247,031
      2,070      New York State Dormitory Authority, (City
                   University System, Series A)..............      RB      Baa1/BBB+    07/01/00       5.000     2,106,743
      1,000      New York State Dormitory Authority, (City
                   University System, Series D)..............      RB      Baa1/BBB+    07/01/03       8.750     1,197,280
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
20
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
NEW YORK (CONTINUED)
    $ 2,000      New York State Dormitory Authority,
                   (Hospital New York & Presbyterian), AMBAC
                   Insured...................................      RB       Aaa/AAA     02/01/04       5.000% $  2,065,740
      5,650      New York State Dormitory Authority, (Mental
                   Health Services Facilities Improvements,
                   Refunding, Series B)(d)...................      RB        A3/A-      02/15/06       6.000     6,117,029
      1,175      New York State Dormitory Authority, (Mental
                   Health Services Facilities Improvements,
                   Series B).................................      RB        A3/A-      02/15/09       6.500     1,333,566
      1,440      New York State Dormitory Authority, (Mental
                   Health Services Facilities, Series C).....      RB        A3/A-      08/15/07       5.375     1,509,955
      2,000      New York State Dormitory Authority, (New
                   York University, Series A), MBIA
                   Insured...................................      RB       Aaa/AAA     07/01/06       5.000     2,065,600
      2,500      New York State Dormitory Authority,
                   (Refunding, Hospital-New York &
                   Presbyterian, due 08/01/13), AMBAC
                   Insured...................................      RB       Aaa/AAA     02/01/08(a)    4.400     2,508,200
      2,000      New York State Dormitory Authority,
                   (Secondary Hospital, North General
                   Hospital, Refunding, Series G)............      RB      Baa1/BBB+    02/15/05       5.500     2,091,540
      2,000      New York State Dormitory Authority, (Sloan
                   Kettering Cancer, Series C), MBIA
                   Insured(c)................................      RB       Aaa/AAA     07/01/19       5.750     2,175,700
      3,000      New York State Dormitory Authority, (State
                   University Educational Facilities)........      RB        A3/A-      05/15/01       5.250     3,099,810
      1,750      New York State Dormitory Authority, (State
                   University Educational Facilities,
                   Prerefunded, Series B, due 05/15/15)......      RB        Aaa/A-     05/15/00(a)    7.250     1,898,278
      1,500      New York State Dormitory Authority, (State
                   University Educational Facilities,
                   Refunding, Series A)......................      RB        A3/A-      05/15/04       6.500     1,669,605
      1,500      New York State Dormitory Authority, (State
                   University Educational Facilities,
                   Refunding, Series A), AMBAC Insured.......      RB       Aaa/AAA     05/15/07       5.500     1,609,200
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              21
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
NEW YORK (CONTINUED)
    $ 3,000      New York State Dormitory Authority, (State
                   University Educational Facilities,
                   Refunding, Series A), FGIC Insured(d).....      RB       Aaa/AAA     05/15/11       5.875% $  3,294,960
      1,580      New York State Dormitory Authority, (State
                   University Educational Facilities,
                   Refunding, Series B), AMBAC Insured.......      RB       Aaa/AAA     05/15/09       5.250     1,660,912
      1,210      New York State Dormitory Authority,
                   (University of Rochester, Series A).......      RB        A1/A+      07/01/06       6.500     1,369,224
      2,000      New York State Dormitory Authority,
                   (University of Rochester, Series A), MBIA
                   Insured(c)................................      RB       Aaa/AAA     07/01/05       5.000     2,068,600
      1,110      New York State Dormitory Authority, Lease
                   Revenue, (State University Dormitory
                   Facilities, Series A), AMBAC Insured......      RB       Aaa/AAA     07/01/11       6.000     1,233,332
      5,000      New York State Environmental Facilities
                   Corp., (PCR, State Water, Revolving Fund,
                   New York City Municipal Water)............      RB        Aa2/A+     06/15/11       5.750     5,438,450
      5,000      New York State Environmental Facilities
                   Corp., (Special Obligation, Prerefunded,
                   due 04/01/22).............................      RB       Aaa/AAA     04/01/02(a)    7.375     5,672,800
      2,000      New York State Government Assistance Corp.,
                   (Series B, due 04/01/20)..................      RB       Aaa/AAA     04/01/01(a)    7.500     2,225,200
      2,600      New York State Housing Finance Agency,
                   (Service Contract Obligation, Refunding,
                   Series C).................................      RB      Baa1/BBB+    03/15/05       4.850     2,616,484
      1,500      New York State Local Government Assistance
                   Corp., (Refunding, Series B), MBIA
                   Insured...................................      RB       Aaa/AAA     04/01/04       5.250     1,577,565
      3,350      New York State Local Government Assistance
                   Corp., (Refunding, Series E)..............      RB        A3/A+      04/01/14       6.000     3,707,747
      1,000      New York State Local Government Assistance
                   Corp., (Series A).........................      RB        A3/A+      04/01/00       6.200     1,040,790
      1,000      New York State Local Government Assistance
                   Corp., (Series C, due 04/01/12)...........      RB        A3/A+      04/01/09(a)    6.000     1,108,140
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
22
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
NEW YORK (CONTINUED)
    $ 2,850      New York State Medical Care Facilities
                   Finance Agency, (Hospital & Nursing Home
                   Services, Series D, due 02/15/32).........      RB        Aa2/AA     02/15/03(a)    6.450% $  3,169,286
      1,500      New York State Medical Care Facilities
                   Finance Agency, (Mental Health Services,
                   Refunding, Series F)......................      RB        A3/A-      02/15/03       6.000     1,596,735
      2,000      New York State Power Authority, (Revenue &
                   General Purpose, Escrowed to Maturity,
                   Series W).................................      RB        Aa2/NR     01/01/03       6.625     2,201,980
      2,195      New York State Power Authority, (Revenue &
                   General Purpose, Escrowed to Maturity,
                   Series W, due 01/01/08)...................      RB        Aa2/NR     01/01/06(a)    6.500     2,538,035
      2,000      New York State Thruway Authority, (Service
                   Contract, Local Highway & Bridge) (d).....      RB      Baa1/BBB+    04/01/05       6.000     2,160,860
      2,000      New York State Thruway Authority, (Service
                   Contract, Local Highway & Bridge,
                   Refunding)................................      RB      Baa1/BBB+    04/01/04       5.500     2,085,540
      2,470      New York State Urban Development Corp.,
                   (Center for Industrial Innovation,
                   Refunding)................................      RB      Baa1/BBB+    01/01/06       6.250     2,711,146
      1,155      New York State Urban Development Corp.,
                   (Center for Industrial Innovation,
                   Refunding)................................      RB      Baa1/BBB+    01/01/07       6.250     1,275,374
      3,000      New York State Urban Development Corp.,
                   (Correctional Capital Facilities,
                   Prerefunded, Series 2, due 01/01/21)......      RB       Aaa/BBB+    01/01/01(a)    6.500     3,184,830
      2,000      New York State Urban Development Corp.,
                   (Correctional Capital Facilities, Series
                   6)........................................      RB      Baa1/BBB+    01/01/03       6.000     2,127,720
      2,635      New York State Urban Development Corp.,
                   (Sub-Lien, Refunding).....................      RB         A2/A      01/01/06       6.000     2,887,538
      5,250      New York State, (Refunding, Series A).......      GO         A2/A      07/15/06       6.500     5,981,798
      1,350      New York State, (Refunding, Series C).......      GO         A2/A      10/01/04       6.000     1,477,143
      1,000      Orange County, (Refunding)..................      GO        Aa2/NR     11/15/04       5.500     1,072,520
      1,000      Orange County, (Refunding)..................      GO        Aa2/NR     11/15/05       5.500     1,076,610
      7,730      Port Authority of New York & New Jersey,
                   (Special Obligation, Series 6), MBIA
                   Insured...................................      RB       Aaa/AAA     12/01/11       6.250     8,750,051
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              23
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
NEW YORK (CONTINUED)
    $ 1,030      Suffolk County Water Authority, (Water
                   Systems Revenue, Prerefunded, due
                   06/01/04), AMBAC Insured..................      RB       Aaa/AAA     06/01/00(a)    6.600% $  1,103,748
      1,000      Triborough Bridge & Tunnel Authority,
                   (General Purpose, Series A)...............      RB        Aa3/A+     01/01/11       6.000     1,120,200
      3,000      Triborough Bridge & Tunnel Authority,
                   (General Purpose, Series SR, due
                   01/01/07).................................      RB        Aa3/A+     01/01/99(a)    5.000     3,121,110
      1,000      Triborough Bridge & Tunnel Authority,
                   (General Purpose, Series X)...............      RB        Aa3/A+     01/01/12       6.625     1,176,320
      1,500      Triborough Bridge & Tunnel Authority,
                   (General Purpose, Series Y)...............      RB        Aa3/A+     01/01/07       5.900     1,657,575
      4,000      Triborough Bridge & Tunnel Authority,
                   (Prerefunded, Series T, due 01/01/20).....      RB        Aaa/A+     01/01/01(a)    7.000     4,369,400
      1,000      Trust for Cultural Resources of the City of
                   New York, (Series 1997, due 04/01/05).....      PP        NR/NR      10/01/01(a)    5.250     1,022,020
      2,000      United Nations Development Corp., (Senior
                   Lien, Series A, Prerefunded, due
                   07/01/26).................................      RB        Aaa/NR     07/01/03(a)    6.000     2,199,880
      3,230      Yonkers, (Series C), AMBAC Insured..........      GO       Aaa/AAA     08/01/04       5.500     3,445,861
                                                                                                              ------------
                     TOTAL NEW YORK..........................                                                  185,154,144
                                                                                                              ------------
 
PUERTO RICO (1.7%)
      3,000      University of Puerto Rico, (Refunding,
                   Series N), MBIA Insured...................      RB       Aaa/AAA     06/01/05       6.250     3,361,170
                                                                                                              ------------
                     TOTAL LONG TERM INVESTMENTS (COST $185,922,597)........................................   192,283,539
                                                                                                              ------------
SHORT-TERM INVESTMENTS (3.0%)
CALIFORNIA (0.0%)
        100      Los Angeles Regional Airports Improvement
                   Corp., (Los Angeles International Airport,
                   due 12/01/25), LOC Societe Generale.......    VRDN       NR/A-1+     04/01/98(b)    3.750       100,000
                                                                                                              ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
24
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
GEORGIA (0.6%)
    $   200      Appling County Development Authority, (PCR,
                   Georgia Power Co. Plant, Hatch Project,
                   due 09/01/29).............................    VRDN      VMIG1/A-1    04/01/98(b)    3.800% $    200,000
        400      Burke County Development Authority, (PCR,
                   Georgia Power Co., Vogtle Project 1-st
                   Series, due 04/01/32).....................    VRDN      VMIG1/A-1    04/01/98(b)    3.800       400,000
        500      Burke County Development Authority, (PCR,
                   Georgia Power Co., Vogtle Project-4th
                   Series, due 09/01/25).....................    VRDN       VMIG1/A+    04/01/98(b)    3.800       500,000
        100      Burke County Development Authority, (PCR,
                   Georgia Power Co., Vogtle Project-5th
                   Series, due 07/01/24).....................    VRDN      VMIG1/A-1    04/01/98(b)    3.750       100,000
                                                                                                              ------------
                                                                                                                 1,200,000
                                                                                                              ------------
 
ILLINOIS (0.3%)
        500      Illinois Development Finance Authority,
                   (Olin Corp. Project, Refunding, Series A,
                   due 06/01/04), LOC Wachovia Bank..........    VRDN       NR/A-1+     04/01/98(b)    3.850       500,000
                                                                                                              ------------
 
MASSACHUSETTS (0.0%)
        100      Massachusetts State Industrial Finance
                   Agency, (PCR, Refunding, due 10/01/22)....    VRDN      VMIG1/A-1    04/01/98(b)    3.650       100,000
                                                                                                              ------------
 
MICHIGAN (0.1%)
        200      Midland County Economic Development Corp.,
                   (Dow Chemical Co. Project, Refunding,
                   Series B, due 12/01/15)...................    VRDN       P-1/A-1     04/01/98(b)    3.850       200,000
                                                                                                              ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              25
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
NEW YORK (0.3%)
    $   200      New York City Municipal Water Finance
                   Authority, (Water and Sewer Systems
                   Revenue, Series C, due 06/15/23), FGIC
                   Insured...................................    VRDN      VMIG1/A-1+   04/01/98(b)    3.850% $    200,000
        100      New York City, (Series B, due 10/01/21),
                   FGIC Insured..............................    VRDN      VMIG1/A-1+   04/01/98(b)    3.800       100,000
        200      New York State Energy Research & Development
                   Authority, (PCR, New York State Electric &
                   Gas, Refunding, Series C, due 06/01/29)
                   LOC Morgan Guaranty Trust.................    VRDN      VMG1/A-1+    04/01/98(b)    3.650       200,000
                                                                                                              ------------
                                                                                                                   500,000
                                                                                                              ------------
 
TENNESSEE (0.4%)
        100      Bradley County Industrial Development Board,
                   (Olin Corp., Series C, due 11/01/17), LOC
                   Wachovia Bank.............................    VRDN       NR/A-1+     04/01/98(b)    3.850       100,000
        600      Tennessee State (Adjustable Bond,
                   Anticipation Notes, Series A, due
                   07/02/01).................................    VRDN      VMIG1/A-1+   04/01/98(b)    3.650       600,000
                                                                                                              ------------
                                                                                                                   700,000
                                                                                                              ------------
 
TEXAS (0.4%)
        800      North Central Health Facilities Development
                   Corp., (Hospital Revenue, Presbyterian
                   Medical Center, Series D, due 12/01/15),
                   MBIA Insured..............................    VRDN      VMIG1/A-1+   04/01/98(b)    3.750       800,000
                                                                                                              ------------
 
WEST VIRGINIA (0.1%)
        300      Marshall County, (Bayer Corp. Project,
                   Refunding, due 03/01/09)..................    VRDN       P-1/A-1+    04/01/98(b)    3.850       300,000
                                                                                                              ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
26
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  PRINCIPAL                                                                 MOODY'S/
    AMOUNT                                                     SECURITY       S&P        MATURITY
(IN THOUSANDS)               SECURITY DESCRIPTION                TYPE     (UNAUDITED)      DATE        RATE      VALUE
- --------------   --------------------------------------------  --------   ------------  -----------   ------  ------------
<C>              <S>                                           <C>        <C>           <C>           <C>     <C>
WYOMING (0.8%)
    $   200      Lincoln County, (PCR, Exxon Project, Series
                   B, due 11/01/14)..........................    VRDN       P-1/A-1+    04/01/98(b)    3.850% $    200,000
      1,400      Platte County, (PCR, Tri-State G&T, Series
                   A, due 07/01/14), LOC Societe Generale....    VRDN        P-1/NR     04/01/98(b)    4.000     1,400,000
                                                                                                              ------------
                                                                                                                 1,600,000
                                                                                                              ------------
                 TOTAL SHORT-TERM INVESTMENTS (COST $6,000,000).............................................     6,000,000
                                                                                                              ------------
                 TOTAL INVESTMENTS (COST $191,922,597) (100.6%).............................................   198,283,539
                 LIABILITIES IN EXCESS OF OTHER ASSETS (-0.6%)..............................................    (1,272,129)
                                                                                                              ------------
                 NET ASSETS (100.0%)........................................................................  $197,011,410
                                                                                                              ------------
                                                                                                              ------------
</TABLE>
 
- ------------------------------
Note: Based on the cost of investments of $191,955,850 for federal income tax
purposes at March 31, 1998, the aggregate gross unrealized appreciation and
depreciation was $6,504,546 and $176,857 respectively, resulting in net
unrealized appreciation of investments of $6,327,689.
 
(a) The date listed under the heading maturity date represents an optional
tender date. The actual maturity date is indicated in the security description.
 
(b) Variable Rate Demand Note tender dates and/or interest rates are reset at
specified intervals which coincide with their tender feature. The actual
maturity date is indicated in the security description.
 
(c) When-issued security.
 
(d) Segregated either partially or fully with the custodian for when-issued
securities.
 
Abbreviations used in the Schedule of Investments are as follows:
 
AMBAC - Ambac Indemnity Corp., FHA - Federal Housing Authority, FGIC - Financial
Guaranty Insurance Company, GO - General Obligation, IDR - Industrial
Development Revenue, MBIA - Municipal Bond Investors Assurance Corp., LOC -
Letter of Credit, PCR - Pollution Control Revenue, PP - Private Placement, RB -
Revenue Bond, SO - Special Obligation, VRDN - Variable Rate Demand Note.
 
Escrowed to Maturity - Bonds for which cash and/or securities have been
deposited with a third party to cover the payments of principal and interest at
the maturity coincides with the first call date of the first bond.
 
Prerefunded - Bonds for which the issuer of the bond invests the proceeds from a
subsequent bond issuance in treasury securities, whose maturity coincides with
the first call date of the first bond.
 
Refunding - Bonds for which the issuer has issued new bonds and canceled the old
issue.
 
144A - Securities restricted for resale to Qualified Institutional Buyers.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              27
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                <C>
ASSETS
Investments at Value (Cost $191,922,597 )          $198,283,539
Cash                                                     86,692
Interest Receivable                                   2,976,889
Deferred Organization Expenses                            2,323
Prepaid Trustees' Fees                                      595
Prepaid Expenses and Other Assets                           562
                                                   ------------
    Total Assets                                    201,350,600
                                                   ------------
LIABILITIES
Payable for Investments Purchased                     4,262,273
Advisory Fee Payable                                     49,802
Administrative Services Fee Payable                       8,246
Custody Fee Payable                                       5,053
Administration Fee Payable                                  367
Fund Services Fee Payable                                   258
Accrued Expenses                                         13,191
                                                   ------------
    Total Liabilities                                 4,339,190
                                                   ------------
NET ASSETS
Applicable to Investors' Beneficial Interests      $197,011,410
                                                   ------------
                                                   ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
28
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED MARCH 31, 1998
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                <C>        <C>
INVESTMENT INCOME
Interest Income                                               $ 8,603,253
EXPENSES
Advisory Fee                                       $513,516
Custodian Fees and Expenses                          57,278
Administrative Services Fee                          52,013
Professional Fees and Expenses                       43,922
Fund Services Fee                                     5,740
Administration Fee                                    2,869
Trustees' Fees and Expenses                           2,516
Amortization of Organization Expenses                 2,304
Miscellaneous                                         8,966
                                                   --------
    Total Expenses                                                689,124
                                                              -----------
NET INVESTMENT INCOME                                           7,914,129
NET REALIZED GAIN ON INVESTMENTS                                1,111,960
NET CHANGE IN UNREALIZED APPRECIATION OF
  INVESTMENTS                                                   4,862,341
                                                              -----------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS                                                  $13,888,430
                                                              -----------
                                                              -----------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              29
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                   FOR THE FISCAL   FOR THE FISCAL
                                                     YEAR ENDED       YEAR ENDED
                                                   MARCH 31, 1998   MARCH 31, 1997
                                                   --------------   --------------
<S>                                                <C>              <C>
INCREASE IN NET ASSETS
FROM OPERATIONS
Net Investment Income                              $    7,914,129   $    6,033,800
Net Realized Gain (Loss) on Investments                 1,111,960          (18,872)
Net Change in Unrealized Appreciation
  (Depreciation) of Investments                         4,862,341         (401,871)
                                                   --------------   --------------
    Net Increase in Net Assets Resulting from
      Operations                                       13,888,430        5,613,057
                                                   --------------   --------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
Contributions                                          87,771,218       71,063,672
Withdrawals                                           (52,571,222)     (27,423,240)
                                                   --------------   --------------
    Net Increase from Investors' Transactions          35,199,996       43,640,432
                                                   --------------   --------------
    Total Increase in Net Assets                       49,088,426       49,253,489
NET ASSETS
Beginning of Fiscal Year                              147,922,984       98,669,495
                                                   --------------   --------------
End of Fiscal Year                                 $  197,011,410   $  147,922,984
                                                   --------------   --------------
                                                   --------------   --------------
</TABLE>
 
- --------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                    FOR THE PERIOD
                                            FOR THE FISCAL YEAR     APRIL 11, 1994
                                              ENDED MARCH 31,      (COMMENCEMENT OF
                                           ---------------------    OPERATIONS) TO
                                           1998    1997    1996     MARCH 31, 1995
                                           -----   -----   -----   ----------------
<S>                                        <C>     <C>     <C>     <C>
RATIOS TO AVERAGE NET ASSETS
  Expenses                                  0.40%   0.43%   0.44%        0.48%(a)
  Net Investment Income                     4.62%   4.75%   4.72%        4.59%(a)
  Decrease Reflected in Expense Ratio due
    to Expense Reimbursement                  --      --      --         0.03%(a)
Portfolio Turnover                            51%     35%     41%          63%
</TABLE>
 
- ------------------------
(a) Annualized.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
30
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
MARCH 31,1998
- --------------------------------------------------------------------------------
 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
The New York Total Return Bond Portfolio (the "portfolio") is registered under
the Investment Company Act of 1940, as amended, as a no-load, non-diversified,
open-end management investment company which was organized as a trust under the
laws of the State of New York on June 16, 1993. The portfolio commenced
operations on April 11, 1994. The portfolio's investment objective is to provide
high after-tax total return for New York residents consistent with moderate risk
of capital. The portfolio invests a significant amount of its assets in debt
obligations issued by political subdivisions and authorities in the State of New
York. The issuers' ability to meet their obligations may be affected by economic
and political developments within the State of New York. The Declaration of
Trust permits the trustees to issue an unlimited number of beneficial interests
in the portfolio.
 
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) Portfolio securities are valued by an outside independent pricing service
      approved by the trustees. The value of each security for which readily
      available market quotations exist is based on a decision as to the
      broadest and most representative market for such security. The value of
      such security will be based either on the last sale price on a national
      securities exchange, or, in the absence of recorded sales, at the readily
      available closing bid price on such exchanges, or at the quoted bid price
      in the over-the-counter market. Because of the large number of municipal
      bond issues outstanding and the varying maturity dates, coupons and risk
      factors applicable to each issuer's bonds, no readily available market
      quotations exist for most municipal securities. Securities or other assets
      for which market quotations are not readily available are valued in
      accordance with procedures established by the portfolio's trustees. Such
      procedures include the use 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 by the amortized cost method.
 
   b) The portfolio incurred organization expenses in the amount of $11,473.
      These costs were deferred and are being amortized on a straight-line basis
      over a period not to exceed five years beginning with the commencement of
      operations.
 
   c) Securities transactions are recorded on a trade date basis. 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 intends to be treated as a partnership for federal income
      tax purposes. As such, each investor in the portfolio will be taxed on its
      share of the portfolio's ordinary income and capital gains. It is intended
      that the portfolio's assets will be managed in such a way that an investor
      in the portfolio will be able to satisfy the requirements of Subchapter M
      of the Internal Revenue Code. The cost of securities is substantially the
      same for book and tax purposes.
 
                                                                              31
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31,1998
- --------------------------------------------------------------------------------
 
2. TRANSACTIONS WITH AFFILIATES
 
   a) The portfolio has an Investment Advisory Agreement with Morgan Guaranty
      Trust Company of New York ("Morgan"). Under the terms of the agreement,
      the portfolio pays Morgan at an annual rate of 0.30% of the portfolio's
      average daily net assets. For the fiscal year ended March 31, 1998, this
      fee amounted to $513,516.
 
   b) The portfolio has retained Funds Distributor, Inc. ("FDI"), a registered
      broker-dealer, to serve as 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 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
      portfolio and certain other investment companies subject to similar
      agreements with FDI. For the fiscal year ended March 31, 1998, the fee for
      these services amounted to $2,869.
 
   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 based on the aggregate average daily net assets of the
      portfolio and certain other portfolios for which Morgan acts as investment
      advisor (the "master portfolios") and J.P. Morgan Series Trust (formerly
      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 that its
      net assets bear to the net assets of the master portfolios, other
      investors in the master portfolios for which Morgan provides similar
      services, and J.P. Morgan Series Trust. For the fiscal year ended March
      31, 1998, the fee for these services amounted to $52,013.
 
   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 $5,740 for the fiscal year ended March 31, 1998.
 
   e) An aggregate annual fee of $75,000 is paid to each trustee for serving as
      a trustee of J.P.Morgan Funds, J.P. Morgan Institutional Funds, the master
      portfolios and J.P. Morgan Series Trust. The Trustees' Fees and Expenses
      shown in the financial statements represents the portfolio's allocated
      portion of the total fees and expenses. The portfolio's Chairman and Chief
      Executive Officer also serves as Chairman of Group and receives
      compensation and employee benefits from Group in his role as group's
      Chairman. The allocated portion of such compensation and benefits included
      in the Fund Services Fee shown in the financial statements was $1,200.
 
32
<PAGE>
THE NEW YORK TOTAL RETURN BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31,1998
- --------------------------------------------------------------------------------
 
3. INVESTMENT TRANSACTIONS
 
Investment transactions (excluding short-term investments) for the fiscal year
ended March 31, 1998, were as follows:
 
<TABLE>
<CAPTION>
                                                     COST OF       PROCEEDS
                                                    PURCHASES     FROM SALES
                                                   ------------   -----------
<S>                                                <C>            <C>
Municipal Obligations............................  $116,007,339   $83,855,522
</TABLE>
 
4. CREDIT AGREEMENT
 
The portfolio is party to a revolving line of credit agreement as discussed more
fully in Note 4 of the underlying investor fund's Notes to the Financial
Statements which are included elsewhere in this report.
 
                                                                              33
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees and Investors of
The New York Total Return Bond Portfolio
 
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the supplementary data present fairly, in all material
respects, the financial position of The New York Total Return Bond Portfolio
(the "portfolio") at March 31, 1998, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and supplementary data for each of the three years in the
period then ended and for the period April 11, 1994 (commencement of operations)
to March 31, 1995 in conformity with generally accepted accounting principles.
These financial statements and supplementary data (hereafter referred to as
"financial statements") are the responsibility of the portfolio's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at March
31, 1998 by correspondence with the custodian and brokers and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.
 
PRICE WATERHOUSE LLP
New York, New York
May 19, 1998
 
34
<PAGE>

J.P. MORGAN INSTITUTIONAL FUNDS
   FEDERAL MONEY MARKET FUND
   PRIME MONEY MARKET FUND
   TAX EXEMPT MONEY MARKET FUND
   TREASURY MONEY MARKET FUND
   BOND FUND
   CALIFORNIA BOND FUND: INSTITUTIONAL SHARES
   GLOBAL STRATEGIC INCOME FUND
   INTERNATIONAL BOND FUND
   NEW YORK TOTAL RETURN BOND FUND
   SHORT TERM BOND FUND
   TAX EXEMPT BOND FUND
   DIVERSIFIED FUND
   DISCIPLINED EQUITY FUND
   TAX AWARE DISCIPLINED EQUITY FUND:
     INSTITUTIONAL SHARES
   U.S. EQUITY FUND
   U.S. SMALL COMPANY FUND
   EMERGING MARKETS EQUITY FUND
   EUROPEAN EQUITY FUND
   INTERNATIONAL EQUITY FUND
   INTERNATIONAL OPPORTUNITIES FUND
   JAPAN EQUITY FUND

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

J.P. MORGAN
INSTITUTIONAL
NEW YORK
TOTAL RETURN
BOND FUND

ANNUAL REPORT
MARCH 31, 1998



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